SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</Table>

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO SECTOR FUNDS, INC.
INVESCO STOCK FUNDS, INC.
INVESCO TREASURER'S SERIES FUNDS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

----------------------------------------------------------------------

<Table>

INVESCO COMBINATION INVESCO STOCK FUNDS, INC.
STOCK & BOND FUNDS, INC. INVESCO DYNAMICS FUND
INVESCO CORE EQUITY FUND INVESCO MID-CAP GROWTH FUND
INVESCO TOTAL RETURN FUND INVESCO SMALL COMPANY GROWTH FUND
INVESCO S&P 500 INDEX FUND

INVESCO COUNSELOR INVESCO TREASURER'S
SERIES FUNDS, INC. SERIES FUNDS, INC.
INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES FUND INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND

INVESCO SECTOR FUNDS, INC.
INVESCO ENERGY FUND
INVESCO FINANCIAL SERVICES FUND
INVESCO GOLD & PRECIOUS METALS FUND
INVESCO HEALTH SCIENCES FUND
INVESCO LEISURE FUND
INVESCO TECHNOLOGY FUND
INVESCO UTILITIES FUND
</Table>

4350 SOUTH MONACO STREET
DENVER, COLORADO 80237

August 25, 2003

Dear Shareholder:

As you may be aware, AMVESCAP PLC, the parent company of your Fund's
investment advisor, has undertaken an integration initiative for its North
American mutual fund operations. In the first phase of the integration
initiative, A I M Distributors, Inc. became the sole distributor for all retail
INVESCO Funds and is now the distributor for all retail INVESCO Funds and the
retail AIM Funds.

As a result of this integration initiative, the independent directors of
your Board of Directors believe that your interests would best be served if the
AIM Funds and the INVESCO Funds had a unified board of directors/trustees. The
attached proxy statement seeks your vote in favor of the persons nominated to
serve as directors.

As part of the integration initiative, AMVESCAP PLC has also recommended
restructuring the advisory and administrative servicing arrangements so that
A I M Advisors, Inc. is the advisor and administrator for all INVESCO Funds and
AIM Funds. Your Board has approved a proposed advisory agreement under which AIM
will serve as the investment advisor for your Fund. Also, for each Fund except
INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt
Reserve Fund, your Board has approved a proposed sub-advisory agreement under
which INVESCO Institutional (N.A.), Inc., an affiliate of INVESCO Funds Group,
Inc., which is currently serving as your Fund's investment advisor, will serve
as sub-advisor. The portfolio management team for your Fund will not change as a
result of this restructuring. The attached proxy statement seeks your approval
of the new investment advisory agreement and, if applicable, the new
sub-advisory agreement.

The integration initiative also calls for changing the organizational
structure of the INVESCO Funds and the AIM Funds. To accomplish this goal,
AMVESCAP PLC has recommended that all INVESCO Funds and AIM Funds organized as
Maryland corporations change their form and state of organization to Delaware
statutory trusts. Your Board has approved redomesticating your Fund as a series
of a Delaware statutory trust. The attached proxy statement seeks your approval
of this redomestication.

Your vote is important. Please take a moment after reviewing the enclosed
materials to sign and return your proxy card in the enclosed postage paid return
envelope. If you attend the meeting, you may vote your shares in person. If you
expect to attend the meeting in person, or have questions, please notify us by
calling (800) 952-3502. You may also vote your shares by telephone or through a
website established for that purpose by following the instructions that appear
on the enclosed proxy card. If we do not hear from you after a reasonable amount
of time, you may receive a telephone call from our proxy solicitor, Georgeson
Shareholder Communications Inc., reminding you to vote your shares.

Sincerely,

-s- Raymond R. Cunningham
Raymond R. Cunningham
President

<Table>

4350 SOUTH MONACO STREET
DENVER, COLORADO 80237

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2003

To the Shareholders of each of the series portfolios of INVESCO Combination
Stock & Bond Funds, Inc., INVESCO Counselor Series Funds, Inc., INVESCO Sector
Funds, Inc., INVESCO Stock Funds, Inc. and INVESCO Treasurer's Series Funds,
Inc. (each, a "Company," and together, the "Companies") listed above:

We cordially invite you to attend our Special Meetings of Shareholders to:

1. Elect 16 directors to the Board of Directors of each Company, each
of whom will serve until his or her successor is elected and qualified.

2. Approve a new investment advisory agreement with A I M Advisors,
Inc. ("AIM") for your Fund.

3. Except for INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund, approve a new sub-advisory
agreement between AIM and INVESCO Institutional (N.A.), Inc. for your Fund.

4. Approve an Agreement and Plan of Reorganization for each Company
which provides for the redomestication of each Company as a Delaware
statutory trust and, in connection therewith, the sale of all of each
Company's assets and the dissolution of each Company as a Maryland
corporation.

5. Transact any other business, not currently contemplated, that may
properly come before the Special Meetings, in the discretion of the proxies
or their substitutes.

We are holding the Special Meetings at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on October 21, 2003, at 3:00 p.m., Central Time.

Shareholders of record of one or more of the Funds as of the close of
business on July 25, 2003 are entitled to notice of, and to vote at, the
applicable Special Meetings or any adjournment of the Special Meetings.

WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF
EACH COMPANY. YOU MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR THROUGH A WEBSITE
ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY
MATERIALS. YOUR VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE
SPECIAL MEETINGS. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED
BY EXECUTING AND SUBMITTING A REVISED PROXY, BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE APPLICABLE COMPANY'S SECRETARY OR BY VOTING IN PERSON AT THE
SPECIAL MEETINGS.

-s- Glen A. Payne
Glen A. Payne
Secretary

August 25, 2003

<Table>

4350 SOUTH MONACO STREET
DENVER, COLORADO 80237

SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2003

INTRODUCTION

Each Proposal that you are being asked to vote on relates to or results
from an integration initiative announced on March 27, 2003, by AMVESCAP PLC
("AMVESCAP"), the parent company of A I M Advisors, Inc. ("AIM") and INVESCO
Funds Group, Inc. ("INVESCO"), with respect to its North American mutual fund
operations. The primary components of AMVESCAP's integration initiative are:

- Using a single distributor for all AMVESCAP mutual funds in the United
States, with A I M Distributors, Inc. ("AIM Distributors"), the
distributor for the retail mutual funds advised by AIM (the "AIM Funds"),
replacing INVESCO Distributors, Inc. as the distributor for the retail
mutual funds advised by INVESCO (the "INVESCO Funds") effective July 1,
2003.

- Integrating back office support and creating a single platform for back
office support of AMVESCAP's mutual fund operations in the United States,
including such support services as transfer agency and information
technology, with the result that shares of the AIM Funds and shares of
the INVESCO Funds generally will be able to be exchanged for shares of
the same or a similar class of each other.

- Rationalizing and streamlining the various AIM Funds and INVESCO Funds,
thereby reducing the number of smaller and less efficient funds that
compete for limited shareholder assets and consolidating certain funds
having similar investment objectives and strategies.

- Rationalizing the contractual arrangements for the provision of
investment advisory and administrative services to the AIM Funds and the
INVESCO Funds, with the objective of having AIM become the investment
advisor and administrator for each INVESCO Fund. To implement this
component, each INVESCO Fund is seeking shareholder approval to enter
into a new investment advisory agreement with AIM and certain INVESCO
Funds are seeking shareholder approval of a new sub-advisory agreement
between AIM and INVESCO Institutional (N.A.), Inc. ("INVESCO
Institutional") with respect to such Funds. Proposals 2 and 3 relate to
this component of AMVESCAP's integration initiative.

- Simplifying the organizational structure of the AIM Funds and the INVESCO
Funds so that they are all organized as Delaware statutory trusts, using
as few entities as practicable. Proposal 4 relates to this component of
AMVESCAP's integration initiative.

In considering the integration initiative proposed by AMVESCAP, the
directors/trustees of the AIM Funds and the directors of the INVESCO Funds who
are not "interested persons" (as defined in the Investment Company Act of 1940
(the "1940 Act")) of the Funds or their advisors determined that the
shareholders of both the AIM Funds and the INVESCO Funds would benefit if one
set of directors/ trustees was responsible for overseeing the operation of both
the AIM Funds and the INVESCO Funds and the services provided by AIM, INVESCO
and their affiliates. Accordingly, these directors/trustees agreed to combine
the separate boards and create a unified board of directors/trustees. Proposal 1
relates to the election of directors of your Fund.

INFORMATION ABOUT THE SPECIAL MEETINGS AND VOTING

PROXY STATEMENT

We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the series portfolios of INVESCO Combination Stock & Bond Funds, Inc.,
INVESCO Counselor Series Funds, Inc., INVESCO Sector Funds, Inc., INVESCO Stock
Funds, Inc. and INVESCO Treasurer's Series Funds, Inc. (each a "Company," and
together, the "Companies") listed above (each a "Fund," and together, the
"Funds") because the Boards of Directors of the Companies (the "Boards") are
soliciting your proxy to vote at the Special Meetings of Shareholders and at any
adjournments of the Special Meetings (collectively, the "Special Meetings").
This Proxy Statement gives you information about the business to be conducted at
the Special Meetings. However, you do not need to attend a Special Meeting to
vote your shares. Instead, you may simply complete, sign and return the enclosed
proxy card or vote by telephone or through a website established for that
purpose.

The Companies intend to mail this Proxy Statement, the enclosed Notice of
Special Meetings of Shareholders and the enclosed proxy card on or about August
25, 2003 to all shareholders entitled to vote. Shareholders of record of any
class of a Fund as of the close of business on July 25, 2003 (the "Record Date")
are entitled to vote at the applicable Special Meeting. The number of shares
outstanding of each class of each Fund on the Record Date can be found in
Exhibit A. Each share of a Fund that you own entitles you to one vote on each
proposal set forth in the table below that applies to the Fund (a fractional
share has a fractional vote).

We have previously sent to shareholders the most recent annual report for
their Fund, including financial statements, and the most recent semiannual
report succeeding the annual report, if any. If you have not received such
report(s) or would like to receive an additional copy, please contact A I M Fund
Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, or call (800)
347-4246. We will furnish such report(s) free of charge.

PROPOSAL TABLE

The following table summarizes each proposal to be presented at the Special
Meetings and the Funds whose shareholders the Boards are soliciting with respect
to each proposal:

<Table>
<Caption>
PROPOSAL AFFECTED FUNDS
-------- --------------

1. Electing directors All Funds
2. Approving a new investment advisory All Funds
agreement with AIM for your Fund
3. Approving a new sub-advisory agreement All Funds except for INVESCO Treasurer's
between AIM and INVESCO Institutional Money Market Reserve Fund and INVESCO
for your Fund Treasurer's Tax-Exempt Reserve Fund
4. Approving an Agreement and Plan of All Funds
Reorganization (each, a "Plan") to
redomesticate each Company as a
Delaware statutory trust
5. Considering other matters All Funds
</Table>

TIME AND PLACE OF SPECIAL MEETINGS

We are holding the Special Meetings at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on October 21, 2003, at 3:00 p.m., Central Time.

VOTING IN PERSON

If you do attend a Special Meeting and wish to vote in person, we will
provide you with a ballot prior to the vote. However, if your shares are held in
the name of your broker, bank or other nominee, you must bring a letter from the
nominee indicating that you are the beneficial owner of the shares on the Record
Date and authorizing you to vote. Please call the Companies at (800) 952-3502 if
you plan to attend a Special Meeting.

VOTING BY PROXY

Whether you plan to attend a Special Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
a Special Meeting and vote.

If you properly fill in and sign your proxy card and send it to us in time
to vote at a Special Meeting, your "proxy" (the individual named on your proxy
card) will vote your shares as you have directed. If you sign your proxy card
but do not make specific choices, your proxy will vote your shares as
recommended by the Board of your Company as follows and in accordance with
management's recommendation on other matters:

- FOR the election of all 16 nominees for director of your Company.

- FOR the proposal to approve a new investment advisory agreement with AIM
for your Fund.

- FOR the proposal to approve a new sub-advisory agreement between AIM and
INVESCO Institutional for all Funds except for INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund.

- FOR the proposal to approve the Plan to redomesticate your Company as a
Delaware statutory trust.

Your proxy will have the authority to vote and act on your behalf at any
adjournment of the Special Meetings.

If you authorize a proxy, you may revoke it at any time before it is
exercised by sending in another proxy card with a later date or by notifying the
applicable Company's Secretary in writing to the address of such Company set
forth on the cover page of this Proxy Statement before the Special Meetings that
you have revoked your proxy. In addition, although merely attending a Special
Meeting will not revoke your proxy, if you are present at a Special Meeting you
may withdraw your proxy and vote in person. Shareholders may also transact any
other business not currently contemplated that may properly come before the
Special Meetings in the discretion of the proxies or their substitutes.

VOTING BY TELEPHONE OR THE INTERNET

You may vote your shares by telephone or through a website established for
that purpose by following the instructions that appear on the proxy card
accompanying this Proxy Statement.

QUORUM REQUIREMENT AND ADJOURNMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for Proposals 1 and 4 for a particular Company if shareholders
entitled to vote one-third of the issued and outstanding shares of such Company
on the Record Date are present at the Special Meetings in person or by proxy. A
quorum will exist for Proposals 2 and 3 for a particular Fund if shareholders
entitled to vote one-third of the issued and outstanding shares of such Fund on
the Record Date are present at the Special Meetings in person or by proxy.

Under the rules applicable to broker-dealers, if your broker holds your
shares in its name, the broker will be entitled to vote your shares even if it
has not received instructions from you. A "broker non-vote" occurs when a broker
has not received voting instructions from a shareholder and is barred from
voting the shares without shareholder instructions because the proposal is
non-routine.

Abstentions and broker non-votes will count as shares present at the
Special Meetings for purposes of establishing a quorum.

If a quorum is not present at a Special Meeting or a quorum is present but
sufficient votes to approve a Proposal are not received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Special
Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR a Proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST such
Proposal against such an adjournment. A shareholder vote may be taken on a
Proposal in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.

VOTE NECESSARY TO APPROVE EACH PROPOSAL

Proposal 1. The affirmative vote of a plurality of votes cast by the
shareholders of a Company is necessary to elect directors of that Company at the
Special Meetings, meaning that the director nominee with the most affirmative
votes for a particular slot is elected for that slot. In an uncontested election
for directors, the plurality requirement is not a factor. Abstentions will not
count as votes cast and will have no effect on the outcome of this proposal. We
expect that brokers will be entitled to vote on this proposal, but any broker
non-vote will have no effect on the outcome of this proposal.

Proposals 2 and 3. Approval of Proposals 2 and 3 requires the lesser of
(a) the affirmative vote of 67% or more of the voting securities of your Fund
present or represented by proxy at the Special Meeting, if the holders of more
than 50% of the outstanding voting securities of your Fund are present or
represented by proxy, or (b) the affirmative vote of more than 50% of the
outstanding voting securities of your Fund. Abstentions and broker non-votes are
counted as present but are not considered votes cast at the Special Meeting. As
a result, they have the same effect as a vote against Proposals 2 and 3 because
approval of Proposals 2 and 3 requires the affirmative vote of a percentage of
the voting securities present or represented by proxy or a percentage of the
outstanding voting securities.

Proposal 4. Approval of Proposal 4 for each Company requires the
affirmative vote of a majority of the issued and outstanding shares of that
Company. Abstentions and broker non-votes are counted as present but are not
considered votes cast at the Special Meeting. As a result, they have the same
effect as a vote against Proposal 4 because approval of Proposal 4 requires the
affirmative vote of a percentage of the outstanding voting securities.

PROXY SOLICITATION

The Companies have engaged the services of Georgeson Shareholder
Communications Inc. ("Solicitor") to assist in the solicitation of proxies for
the Special Meetings. Solicitor's costs are estimated to be in the aggregate
approximately $892,100. The Companies expect to solicit proxies principally by
mail, but the Companies or Solicitor may also solicit proxies by telephone,
facsimile or personal interview. The Companies' officers will not receive any
additional or special compensation for any such solicitation. Each Fund will pay
for its proportionate share of the cost of soliciting proxies, the printing and
mailing of this Proxy Statement, the attached Notice of Special Meetings of
Shareholders, the enclosed proxy card, and any further solicitation.

OTHER MATTERS

Management does not know of any matters to be presented at the Special
Meetings other than those discussed in this Proxy Statement. If any other
matters properly come before the Special Meetings, the shares represented by
proxies will be voted with respect thereto in accordance with management's
recommendation.

SHAREHOLDER PROPOSALS

As a general matter, the Funds do not hold regular meetings of
shareholders. If you wish to submit a proposal for consideration at a meeting of
shareholders of your Fund, you should send such proposal to the applicable
Company at the address set forth on the first page of this Proxy Statement. To
be considered for presentation at a meeting of shareholders, the applicable
Company must receive proposals a reasonable time before proxy materials are
prepared for the meeting. Your proposal also must comply with applicable law.

For discussion of how to propose an individual for nomination as a
director, please refer to the section of this Proxy Statement entitled "Proposal
1 -- Current Committees of the Boards -- Nominating Committee."

PROPOSAL 1 --
ELECTION OF DIRECTORS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1?

Proposal 1 applies to the shareholders of all Funds.

BACKGROUND

In considering the integration initiative proposed by AMVESCAP, the
independent directors of the INVESCO Funds and the independent
directors/trustees of the AIM Funds determined that the shareholders of all the
AIM Funds and the INVESCO Funds would benefit if a unified board of
directors/trustees was responsible for overseeing the operation of both the AIM
Funds and the INVESCO Funds and the services provided by AIM, INVESCO and their
affiliates. Accordingly, the Boards of Directors of the INVESCO Funds and the
Boards of Directors/Trustees of the AIM Funds agreed to combine the separate
boards and create a unified board of directors/trustees.

STRUCTURE OF THE BOARD OF DIRECTORS

The Board of each Company other than INVESCO Stock Funds, Inc. ("ISTFI")
currently consists of the following 11 persons: Bob R. Baker, Sueann Ambron,
Victor L. Andrews, Lawrence H. Budner, James T. Bunch, Raymond R. Cunningham,
Richard W. Healey, Gerald L. Lewis, John W. McIntyre, Larry Soll, Ph.D. and Mark
H. Williamson. The Board of ISTFI currently consists of each of these persons
except Mr. Healey. Eight of the current directors are "independent," meaning
they are not "interested persons" of each Company within the meaning of the 1940
Act. Three (two for ISTFI) of the current directors are "interested persons"
because of their business and financial relationships with each Company and
INVESCO, its investment advisor, and/or INVESCO's parent, AMVESCAP. Six (five
for ISTFI) of the current directors have declined to stand for re-election as
directors of each Company. Therefore, their terms as directors of each Company
will end upon the election and qualification of their successor directors at the
Special Meeting.

NOMINEES FOR DIRECTORS

Each Company's nominating committee (which consists solely of independent
directors) has approved the nomination of five of the 11 (ten for ITSFI) current
directors, as set forth below, each to serve as director until his successor is
elected and qualified. In addition, the nominating committee has approved the
nomination of 11 new nominees, as set forth below, each to serve as director
until his or her successor is elected and qualified. These 11 new nominees were
nominated to effect the proposed combination of the Boards of Directors/Trustees
of the AIM Funds and the Boards of Directors of the INVESCO Funds.

Each nominee who is a current director serves as a director of the ten
registered investment companies comprising the INVESCO Funds. Each nominee who
is a current director oversees 46 portfolios which comprise the INVESCO Funds.
The business address of each nominee who is a current director is 4350 South
Monaco Street, Denver, Colorado 80237.

Each new nominee serves as a director or trustee of the 17 registered
investment companies comprising the AIM Funds. Each new nominee currently
oversees 86 portfolios which comprise the AIM Funds. The business address of
each new nominee is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

If elected, each nominee would oversee a total of 27 registered investment
companies currently comprising 132 portfolios.

NOMINEES WHO CURRENTLY ARE INDEPENDENT DIRECTORS

<Table>
<Caption>
DIRECTOR PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH SINCE DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- -------- ----------------------- --------------------------

Bob R. Baker -- 1936........... 1983(1) Consultant (2000-present); None
formerly, President and Chief
Executive Officer (1988-2000)
of AMC Cancer Research Center,
Denver, Colorado; until mid-
December 1988, Vice Chairman
of the Board of First Columbia
Financial Corporation,
Englewood, Colorado; formerly,
Chairman of the Board and
Chief Executive Officer of
First Columbia Financial
Corporation.
</Table>

James T. Bunch -- 1942......... 2000(1) Co-President and Founder of None
Green, Manning & Bunch Ltd.,
Denver, Colorado
(1988-present) (investment
banking firm); Director,
Policy Studies, Inc. and Van
Gilder Insurance Corporation;
formerly, General Counsel and
Director of Boettcher & Co.,
Denver, Colorado; and
formerly, Chairman and
Managing Partner, law firm of
Davis, Graham & Stubbs,
Denver, Colorado.
Gerald J. Lewis -- 1933........ 2000(1) Chairman of Lawsuit Resolution General Chemical Group, Inc.,
Services, San Diego, Hampdon, New Hampshire
California (1987-present); (1996-present), Wheelabrator
formerly, Associate Justice of Technologies, Inc. (waste
the California Court of management company), Fisher
Appeals; and Of Counsel, law Scientific, Inc., Henley
firm of Latham & Watkins, San Manufacturing, Inc.
Diego, California (1987-1997). (laboratory supplies), and
California Coastal Properties,
Inc.
Larry Soll, Ph.D. -- 1942...... 1997(1) Retired; formerly, Chairman of Synergen Inc. (since
the Board (1987-1994), Chief incorporation in 1982) and
Executive Officer (1982-1989 Isis Pharmaceuticals, Inc.
and 1993-1994) and President
(1982-1989) of Synergen Inc.
(biotechnology company); and
formerly, trustee of INVESCO
Global Health Sciences Fund.
</Table>

- ---------------

(1) Denotes service as director of each Company.

NOMINEE WHO CURRENTLY IS AN INTERESTED PERSON

Mark H. Williamson(1) -- 1951.. 1998(2) Director, President and Chief Director/trustee of each of
Executive Officer, A I M the 17 AIM Funds
Management Group Inc.;
Director, Chairman and
President, A I M Advisors,
Inc. (registered investment
advisor); Director, A I M
Distributors, Inc. (registered
broker dealer); and Chief
Executive Officer of the AIM
Division of AMVESCAP PLC
(2003-present); formerly Chief
Executive Officer, Managed
Products Division, AMVESCAP
PLC (2001-2002); Chairman of
the Board (1998-2002),
President (1998-2002) and
Chief Executive Officer
(1998-2002) of INVESCO Funds
Group, Inc. (registered
investment advisor) and
INVESCO Distributors, Inc.
(registered broker dealer);
Chief Operating Officer and
Chairman of the Board of
INVESCO Global Health Sciences
Fund; Chairman and Chief
Executive Officer of
NationsBanc Advisors, Inc.;
and Chairman of NationsBanc
Investments, Inc.
</Table>

- ---------------

(1) Mr. Williamson is considered an interested person of the Companies because
he is an officer and a director of the advisor to, and a director of the
principal underwriter of, the Companies.

(2) Denotes service as director of each Company.

NEW NOMINEES WHO WILL BE INDEPENDENT DIRECTORS

<Table>
<Caption>
PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- ----------------------- --------------------------

Frank S. Bayley -- 1939........ Of Counsel, law firm of Baker & Badgley Funds, Inc. (registered
McKenzie investment company)
Bruce L. Crockett -- 1944...... Chairman, Crockett Technology ACE Limited (insurance company);
Associates (technology consulting Captaris, Inc. (unified messaging
company) and Captaris, Inc. provider)
(unified messaging provider)
Albert R. Dowden -- 1941....... Director of a number of public and Cortland Trust, Inc. (Chairman)
private business corporations, (registered investment company);
including the Boss Group, Ltd. Annuity and Life Re (Holdings),
(private investment and management) Ltd. (insurance company)
and Magellan Insurance Company;
formerly, President, Chief
Executive Officer and Director,
Volvo Group North America, Inc.;
Senior Vice President, AB Volvo and
director of various affiliated
Volvo Group companies
</Table>

<Table>
<Caption>
PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- ----------------------- --------------------------

Edward K. Dunn, Jr. -- 1935.... Formerly, Chairman, Mercantile None
Mortgage Corp.; President and Chief
Operating Officer, Mercantile-Safe
Deposit & Trust Co.; and President,
Mercantile Bankshares Corp.
Jack M. Fields -- 1952......... Chief Executive Officer, Twenty Administaff
First Century Group, Inc.
(government affairs company) and
Texana Timber LP
Carl Frischling -- 1937........ Partner, law firm of Kramer Levin Cortland Trust, Inc. (registered
Naftalis & Frankel LLP investment company)
Prema Mathai-Davis -- 1950..... Formerly, Chief Executive Officer, None
YWCA of the USA
Lewis F. Pennock -- 1942....... Partner, law firm of Pennock & None
Cooper
Ruth H. Quigley -- 1935........ Retired None
Louis S. Sklar -- 1939......... Executive Vice President, None
Development and Operations, Hines
Interests Limited Partnership (real
estate development company)
</Table>

NEW NOMINEE WHO WILL BE AN INTERESTED PERSON

<Table>
<Caption>
PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- ----------------------- --------------------------

Robert H. Graham(1) -- 1946.... Director and Chairman, A I M None
Management Group Inc. (financial
services holding company); and
Director and Vice Chairman,
AMVESCAP PLC (parent of AIM and a
global investment management firm)
and Chairman, AMVESCAP PLC -- AIM
Division; formerly, President and
Chief Executive Officer, A I M
Management Group Inc.; Director,
Chairman and President, A I M
Advisors, Inc. (registered
investment advisor); Director and
Chairman, A I M Capital Management,
Inc. (registered investment
advisor), A I M Distributors, Inc.
(registered broker dealer), A I M
Fund Services, Inc. (registered
transfer agent), and Fund
Management Company (registered
broker dealer); and Chief Executive
Officer, AMVESCAP PLC -- Managed
Products
</Table>

- ---------------

(1) Mr. Graham will be considered an interested person of the Companies because
he is a director of AMVESCAP PLC, parent of the advisor to, and principal
underwriter of, the Companies.

THE BOARDS' RECOMMENDATION ON PROPOSAL 1

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" these 16 nominees.

CURRENT COMMITTEES OF THE BOARDS

Each Board currently has nine standing committees: an audit committee, an
investments and management liaison committee, a brokerage committee, a
derivatives committee, a valuation committee, a legal committee, a compensation
committee, a retirement plan committee and a nominating committee.

AUDIT COMMITTEE

Each Company has an audit committee established for the purpose of
overseeing the accounting and financial reporting process of the applicable
Company and audits of the financial statements of such Company. Each audit
committee is comprised entirely of independent directors. The committee meets
quarterly with the applicable Company's independent accountants and officers to
review accounting principles used by such Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters. The current members of each audit committee are Messrs. Baker,
Budner, Lewis and McIntyre.

EXECUTIVE COMMITTEE

Each Company has an executive committee. On occasion, the committee acts
upon the current and ordinary business of the applicable Company between the
meetings of the applicable Board. Except for certain powers which, under
applicable law, may only be exercised by the full Board, the committee may
exercise all powers and authority of the applicable Board in the management of
the business of the applicable Company. All decisions are subsequently submitted
for ratification by the applicable Board. The current members of each executive
committee are Messrs. Baker, Bunch, McIntyre and Williamson.

INVESTMENTS AND MANAGEMENT LIAISON COMMITTEE

Each Company has an investments and management liaison committee which
meets quarterly with various management personnel of INVESCO in order to
facilitate better understanding of management and operations of the applicable
Company, and to review investment, legal and operational matters which have been
assigned to the committee by the applicable Board, in furtherance of the
applicable Board's overall duty of supervision. The current members of each
investments and management liaison committee are Messrs. Andrews, Baker, Bunch,
Soll and Dr. Ambron.

BROKERAGE COMMITTEE

Each Company has a brokerage committee. The committee meets periodically to
review soft dollar and other brokerage transactions by the Funds and to review
policies and procedures of INVESCO with respect to brokerage transactions. It
reports on these matters to the applicable Board. The current members of each
brokerage committee are Messrs. Budner, Bunch and McIntyre.

DERIVATIVES COMMITTEE

Each Company has a derivatives committee. The committee meets periodically
to review derivatives investments made by the Funds. It monitors the use of
derivatives by the Funds and the procedures utilized by INVESCO to ensure that
the use of such instruments follows the policies adopted by the applicable
Board. The committee reports on these matters to the applicable Board. The
current members of each derivatives committee are Messrs. Andrews, Lewis and
Soll.

NOMINATING COMMITTEE

Each Company has a nominating committee. The committee meets periodically
to review and nominate candidates for positions as independent directors to fill
vacancies on the board of directors. The nominating committee will consider
nominees recommended by shareholders. If a shareholder desires to nominate a
candidate, the shareholder must submit a request in writing to the Chairman of
the nominating

committee. The current members of each nominating committee are Messrs. Baker,
Bunch, Lewis and Soll.

LEGAL COMMITTEE

Each Company has a legal committee. The committee meets periodically to
review compensation arrangements with counsel to the applicable Company and to
its independent directors. The committee reports on these matters to the
applicable Board. The current members of each legal committee are Messrs. Bunch,
Lewis and McIntyre.

COMPENSATION COMMITTEE

Each Company has a compensation committee. The committee meets periodically
to review compensation arrangements of the applicable Company's independent
directors. The committee reports on these matters to the applicable Board. The
current members of each compensation committee are Messrs. Andrews, Baker,
Budner and Soll.

VALUATION COMMITTEE

Each Company has a valuation committee. The committee meets periodically to
review valuation issues regarding investments made by the Funds. The committee
reports on these matters to the applicable Board. The current members of each
valuation committee are Messrs. Baker, Bunch, Cunningham and McIntyre.

RETIREMENT PLAN COMMITTEE

Each Company has a retirement plan committee. The committee meets
periodically to review the applicable Company's retirement arrangements for its
independent directors. The committee reports on these matters to the applicable
Board. The current members of each retirement plan committee are Messrs.
Andrews, Baker, Budner, Cunningham and Soll.

BOARD AND COMMITTEE MEETING ATTENDANCE

The following table sets forth information regarding the number of meetings
held by each Board and each committee of each Board for each Company's most
recently completed fiscal year. All of the current directors then serving
attended at least 75% of the meetings of each Board or applicable committee held
during the most recent fiscal year.
<Table>
<Caption>
INVESTMENT AND
AUDIT EXECUTIVE MANAGEMENT LIAISON BROKERAGE DERIVATIVES VALUATION LEGAL
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
----- --------- --------- ------------------ --------- ----------- --------- ---------

INVESCO COMBINATION
STOCK AND BOND FUNDS,
INC.(1).............. Seven Four None Four Four Four None Three
INVESCO COUNSELOR
SERIES FUNDS,
INC.(2).............. Eight Four One Four Four Four None Three
INVESCO SECTOR FUNDS,
INC.(3).............. Six Four None Four Four Four None Three
INVESCO STOCK FUNDS,
INC.(4).............. Eight Four None Four Four Four None Three
INVESCO TREASURER'S
SERIES FUNDS,
INC.(1).............. Seven Four None Four Four Four None Three

<Caption>
RETIREMENT
COMPENSATION PLAN NOMINATING
COMMITTEE COMMITTEE COMMITTEE
------------ ---------- ----------

INVESCO COMBINATION
STOCK AND BOND FUNDS,
INC.(1).............. Two None Four
INVESCO COUNSELOR
SERIES FUNDS,
INC.(2).............. Four None Two
INVESCO SECTOR FUNDS,
INC.(3).............. Two None Four
INVESCO STOCK FUNDS,
INC.(4).............. Two None Four
INVESCO TREASURER'S
SERIES FUNDS,
INC.(1).............. Two None Four
</Table>

- ---------------

(1) Information disclosed is for the fiscal year ended May 31, 2003.

(2) Information disclosed is for the fiscal year ended August 31, 2002.

(3) Information disclosed is for the fiscal year ended March 31, 2003.

(4) Information disclosed is for the fiscal year ended July 31, 2003.

FUTURE COMMITTEE STRUCTURE

As a result of the combination of the Boards of Directors of the INVESCO
Funds and the Boards of Directors/Trustees of the AIM Funds, it is expected that
each Board will adopt a committee structure that is the same as that which is in
effect for the AIM Funds, so that each Board will have four committees: an Audit
Committee, a Committee on Directors/Trustees, an Investments Committee and a
Valuation Committee. These committees are described below.

AUDIT COMMITTEE

Each Audit Committee will be comprised entirely of independent directors.
Each Audit Committee will be responsible for: (i) the appointment, compensation
and oversight of any independent auditors employed by each Fund (including
resolution of disagreements between your Fund's management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work; (ii) overseeing the financial reporting process of each
Fund; (iii) monitoring the process and the resulting financial statements
prepared by management to promote accuracy of financial reporting and asset
valuation; and (iv) pre-approving permissible non-audit services that are
provided to each Fund by its independent auditors.

COMMITTEE ON DIRECTORS/TRUSTEES

Each Committee on Directors/Trustees will be comprised entirely of
independent directors and will be responsible for: (i) nominating persons who
are not interested persons of Company for election or appointment: (a) as
additions to the Board, (b) to fill vacancies which, from time to time, may
occur in the Board and (c) for election by shareholders of the applicable
Company at meetings called for the election of directors; (ii) nominating
persons who are not interested persons of the applicable Company for selection
as members of each committee of the Board, including, without limitation, the
audit committee, the committee on directors, the investments committee and the
valuation committee, and to nominate persons for selection as chair and vice
chair of each such committee; (iii) reviewing from time to time the compensation
payable to the independent directors and making recommendations to the Board
regarding compensation; (iv) reviewing and evaluating from time to time the
functioning of the Board and the various committees of the Board; (v) selecting
independent legal counsel to the independent trustees and approving the
compensation paid to independent legal counsel; and (vi) approving the
compensation paid to independent counsel and other advisers, if any, to the
Audit Committee of the applicable Company.

INVESTMENTS COMMITTEE

Each Investments Committee will be responsible for: (i) overseeing the
advisor's investment-related compliance systems and procedures to ensure their
continued adequacy; and (ii) considering and acting, on an interim basis between
meetings of the full Board, on investment-related matters requiring Board
consideration, including dividends and distributions, brokerage policies and
pricing matters.

VALUATION COMMITTEE

Each Valuation Committee will be responsible for: (i) periodically
reviewing the advisor's procedures for valuing securities ("Procedures"), and
making any recommendations to the advisor with respect thereto; (ii) reviewing
proposed changes to the Procedures recommended by the advisor from time to time;
(iii) periodically reviewing information provided by the advisor regarding
industry developments in connection with valuation; (iv) periodically reviewing
information from the advisor regarding fair value and liquidity determinations
made pursuant to the Procedures, and making recommendations to the full Board in
connection therewith (whether such information is provided only to the committee
or to the committee and the full Board simultaneously); and (v) if requested by
the advisor, assisting the advisor's internal valuation committee and/or the
full Board in resolving particular valuation anomalies.

DIRECTOR'S COMPENSATION

Each director who is independent is compensated for his or her services
according to a fee schedule which recognizes the fact that such director also
serves as a director of other INVESCO Funds. Each such director receives a fee,
allocated among the INVESCO Funds for which he or she serves as a director,
which consists of an annual retainer component and a meeting fee component.

Information regarding compensation paid or accrued for each continuing
director of the Companies who was not affiliated with INVESCO during the year
ended December 31, 2002 is found in Exhibit B.

CURRENT RETIREMENT PLAN FOR DIRECTORS

The Boards of Directors of the INVESCO Funds have adopted a Retirement Plan
(the "Retirement Plan") and a Deferred Retirement Plan Account Agreement (the
"Account Agreement"). Certain of the independent directors of each Company
participate either in the Retirement Plan or in the Account Agreement. Under the
Retirement Plan and the Account Agreement, each participating director who is
not an interested person of the INVESCO Funds and who has served for at least
five years (a "Participating Qualified Director") is entitled to receive a
benefit upon retirement.

Commencing with attainment of age 72 by a Participating Qualified Director
who has elected to participate in the Retirement Plan and who voluntarily
retires prior to reaching age 72, and commencing with the date of retirement of
a Participating Qualified Director who retires upon reaching age 72 or at any
time subsequent to age 72 up to the mandatory retirement age of 75, a
Participating Qualified Director shall receive quarterly payments at an annual
rate of $34,000 (the "Annual Benefit"). Directors who became Participating
Qualified Directors on or before January 1, 2001 who retire upon reaching age 72
(or at age 73 or 74, if the director extends his retirement date for one to two
years, but less than three years) are entitled to payment for one year of twice
the Annual Benefit. Payment of the Annual Benefit will continue for the
remainder of the Participating Qualified Director's life or ten years, whichever
is longer. If a Participating Qualified Director becomes disabled before the
date upon which his or her Annual Benefit payments would normally commence, such
benefit payments will begin. If a Participating Qualified Director dies prior to
the receipt of the Annual Benefit for ten years, the Annual Benefit will be paid
to his/her beneficiary or estate until an aggregate of ten years of payments has
been received. A Participating Qualified Director who has elected to participate
in the Retirement Plan receives no benefits from the Account Agreement. The cost
of the Retirement Plan will be allocated among the INVESCO Funds in a manner
determined to be fair and equitable by the committee administering the
Retirement Plan.

A Participating Qualified Director who has elected to participate in the
Account Agreement receives no benefits from the Retirement Plan. Pursuant to the
terms of the Account Agreement, a deferred retirement account is established for
a Qualified Participating Director (the "Account"). The dollar amount credited
to the Account is in an amount which, based upon an assumed account appreciation
rate per annum (currently 5.75%), will provide the Participating Qualified
Director with an account value of $340,000 upon reaching age 72. Once the
initial dollar amount of the Account is established, Account proceeds are
invested in shares of one or more of the INVESCO Funds. The value of the Account
fluctuates with the appreciation or depreciation in the shares of the INVESCO
Funds owned by the Account and Account shares are increased by the amount of any
dividends and capital gains distributions paid with respect to the shares. Upon
retirement, a Participating Qualified Director is entitled to receive the value
in the Account either in a lump sum payment or in payments over a stipulated
number of months. The Account value continues to fluctuate as long as monthly
payments are made. If a Participating Qualified Director becomes disabled or
dies prior to his or her retirement and if, at the time of disability or death,
the value of a Participating Qualified Director's Account is less than $340,000,
the Director or the Director's beneficiary or estate will not be paid the value
in the Account but will receive $34,000 per annum for ten years. If, at the time
of the Participating Qualified Director's death or disability prior to
retirement, the value in the director's Account is $340,000 or more, the
Participating Qualified Director or his or her estate or beneficiary will
receive the value in the Account either in a lump sum or in

quarterly installments. The cost of providing the initial dollar amount to be
allocated to a Participating Qualified Director's Account and the cost of
payment of any death or disability benefit that aggregates more than the Account
value will be allocated among the INVESCO Funds in a manner determined to be
fair and equitable by a committee appointed to administer the Account Agreement.

The Companies have no stock options, pension, or retirement plans for
affiliated directors of the INVESCO Funds or for management or other personnel,
and pay no salary or compensation to any of their officers.

CURRENT DEFERRED COMPENSATION PLAN

The independent directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of the INVESCO Funds.
Certain of the deferred amounts have been invested in the shares of all INVESCO
Funds except INVESCO Funds offered by INVESCO Variable Investment Funds, Inc.,
in which the directors are legally precluded from investing. Each independent
director may, therefore, be deemed to have an indirect interest in shares of
each such INVESCO Fund, in addition to any INVESCO Fund shares the independent
director may own either directly or beneficially. Each of the independent
directors has agreed to invest a minimum of $100,000 of his or her own resources
in shares of the INVESCO Funds. Compensation contributed to a deferred
compensation plan may constitute all or a portion of this $100,000 commitment.

NEW RETIREMENT PLAN FOR DIRECTORS

The Boards of Directors of the INVESCO Funds intend to adopt a new
retirement plan (the "New Retirement Plan") for the directors of each Company
who are not affiliated with INVESCO, which will be effective as of the date of
the Special Meeting. The New Retirement Plan also will be adopted by the Boards
of Directors/Trustees of the AIM Funds. The reason for adoption of the New
Retirement Plan is to provide for consistency in the retirement plans for the
Boards of Directors of the INVESCO Funds and the Boards of Directors/Trustees of
the AIM Funds. The retirement plan will include a retirement policy as well as
retirement benefits for independent directors.

The retirement policy will permit each independent director to serve until
December 31 of the year in which the director turns 72. A majority of the
directors will be able to extend from time to time the retirement date of a
director.

Annual retirement benefits will be available to each independent director
of the Companies and/or the other INVESCO Funds and AIM Funds (each, a "Covered
Fund") who has at least five years of credited service as a director (including
service to a predecessor fund) for a Covered Fund. The retirement benefits will
equal 75% of the director's annual retainer paid or accrued by any Covered Fund
to such director during the twelve-month period prior to retirement, including
the amount of any retainer deferred under a separate deferred compensation
agreement between the Covered Fund and the director. The annual retirement
benefits will be payable in quarterly installments for a number of years equal
to the lesser of (i) ten or (ii) the number of such director's credited years of
service. A death benefit will also be available under the New Retirement Plan
that will provide a surviving spouse with a quarterly installment of 50% of a
deceased director's retirement benefits for the same length of time that the
director would have received the benefits based on his or her service. A
director must have attained the age of 65 (55 in the event of death or
disability) to receive any retirement benefit. Payment of benefits under the New
Retirement Plan will not be secured or funded by the Companies.

Upon the effectiveness of the New Retirement Plan, the independent
directors will cease to accrue benefits under the Retirement Plan and the
Account Agreement. Messrs. Baker and Soll will not receive any additional
benefits under the Retirement Plan or the Account Agreement, but will be
entitled to amounts which have been previously funded under the Retirement Plan
or the Account Agreement for their benefit. An affiliate of INVESCO will
reimburse Company for any amounts funded by the Companies for Messrs. Baker and
Soll under the Retirement Plan and the Account Agreement.
15

NEW DEFERRED COMPENSATION AGREEMENTS

The Boards of Directors of the INVESCO Funds intend to adopt new deferred
compensation agreements which are consistent with the deferred compensation
agreements adopted by the Boards of Directors/Trustees of the AIM Funds.
Pursuant to the new deferred compensation agreements ("New Compensation
Agreements"), a director will have the option to elect to defer receipt of up to
100% of his or her compensation payable by the Companies, and such amounts are
placed into a deferral account. The deferring directors will have the option to
select various INVESCO Funds in which all or part of their deferral account will
be deemed to be invested. The list of funds may change from time to time and may
include AIM Funds in addition to INVESCO Funds. Distributions from the deferring
directors' deferral accounts will be paid in cash, generally in equal quarterly
installments over a period of up to ten years (depending on the New Compensation
Agreement) beginning on the date selected under the New Compensation Agreement.

The Boards, in their sole discretion, will be able to accelerate or extend
the distribution of such deferral accounts after the deferring directors'
retirement benefits commence under the New Retirement Plan. The Boards, in their
sole discretion, also will be able to accelerate or extend the distribution of
such deferral accounts after the deferring directors' termination of service as
a director of the Companies. If a deferring director dies prior to the
distribution of amounts in his or her deferral account, the balance of the
deferral account will be distributed to his or her designated beneficiary. The
New Compensation Agreements will not be funded and, with respect to the payments
of amounts held in the deferral accounts, the deferring directors will have the
status of unsecured creditors of the Companies and of each other INVESCO Fund or
AIM Fund from which they will be deferring compensation.

INVESTMENT ADVISOR

INVESCO, 4350 South Monaco Street, Denver, Colorado 80237, currently is the
investment advisor for the Funds.

ADMINISTRATOR

INVESCO, 4350 South Monaco Street, Denver, Colorado 80237, currently is the
administrator for the Funds.

PRINCIPAL UNDERWRITER

AIM Distributors, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173,
is the principal underwriter for each Fund other than INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund. Fund
Management Company, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is
the principal underwriter for these two Funds.

OFFICERS OF THE COMPANIES

Information regarding the current officers of the Companies can be found in
Exhibit C.

SECURITY OWNERSHIP OF MANAGEMENT

Information regarding the ownership of each class of each Fund's shares by
the directors, nominees and current executive officers of the Companies can be
found in Exhibit D.

OWNERSHIP OF SHARES

A list of the name, address and percent ownership of each person who, as of
July 25, 2003, to the knowledge of the Companies owned 5% or more of any class
of the outstanding shares of each Fund can be found in Exhibit E.

DIRECTOR OWNERSHIP OF FUND SHARES

The dollar range of equity securities beneficially owned by each continuing
director and nominee as of December 31, 2002 (i) in each Fund and (ii) on an
aggregate basis, in all registered investment companies overseen by the director
and nominee within the INVESCO Funds complex can be found in Exhibit F.

PROPOSAL 2 --
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2?

Proposal 2 applies to the shareholders of all Funds.

BACKGROUND

INVESCO currently serves as the investment advisor to your Fund. AMVESCAP
has recommended restructuring the advisory and administrative servicing
arrangements so that AIM is the advisor and administrator for all INVESCO Funds
and AIM Funds. Your Board has approved a new advisory agreement under which AIM
will serve as the investment advisor for your Fund, and, except for INVESCO
Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve
Fund, a new sub-advisory agreement under which INVESCO Institutional, an
affiliate of INVESCO, which is currently serving as your Fund's investment
advisor, will serve as sub-advisor. The portfolio management team for your Fund
will not change as a result of this restructuring.

The Board recommends that you approve the new advisory agreement between
AIM and the applicable Company for your Fund. The Board is asking you to vote on
this new agreement because a Company may enter into a new advisory agreement for
a Fund only with shareholder approval. If approved, this new agreement would
replace the current advisory agreement between INVESCO and the applicable
Company for your Fund. The form of the proposed Master Investment Advisory
Agreement between AIM and each Company other than INVESCO Treasurer's Series
Funds, Inc. is at Appendix I. The form of the proposed Master Investment
Advisory Agreement between AIM and INVESCO Treasurer's Series Funds, Inc. is at
Appendix II.

Under the new arrangements, the advisory fees paid by your Fund will not
change. If shareholders of your Fund approve Proposal 2, the applicable Company
for your Fund will also enter into a new Master Administrative Services
Agreement with AIM that will replace the current Administrative Services
Agreement between such Company and INVESCO, and move the provision of certain
administrative services currently provided by INVESCO pursuant to the current
advisory agreement between such Company and INVESCO to the Master Administrative
Services Agreement with AIM. If the proposed advisory agreement is approved and
these new arrangements are implemented, the aggregate fees paid by your Fund for
advisory and administrative services will not increase.

Any voluntary or contractual expense limitations and fee waivers that have
been agreed to by INVESCO and the applicable Company with respect to your Fund
will not be terminated if the proposed new advisory agreement with AIM is
approved. Instead, AIM will assume INVESCO's obligations with respect to these
voluntary and contractual expense limitations and fee waivers, on the same terms
and conditions.

If INVESCO and the applicable Company have entered into voluntary or
contractual expense limitations or fee waivers with respect to your Fund,
INVESCO currently is entitled to reimbursement from a share class of your Fund
that has fees and expenses absorbed pursuant to this arrangement if such
reimbursement does not cause such share class to exceed the expense limitation
and the reimbursement is made within three years after INVESCO incurred the
expense. If the proposed new advisory agreement with AIM is approved, INVESCO
will assign to AIM its right to be reimbursed with respect to fees and expenses
absorbed by it. Other than substituting AIM for INVESCO as the party having the
right to be
17

reimbursed, this assignment will not alter in any way the rights or obligations
of your Fund or its shareholders.

A description of how the proposed advisory agreement differs from the
current advisory agreement is set forth below under "Terms of the Proposed
Advisory Agreement." At an in-person meeting of the Board of each Company held
on August 12-13, 2003, the Board of the applicable Company, including a majority
of the independent directors, voted to recommend that shareholders approve a
proposal to adopt the proposed advisory agreement for your Fund.

YOUR FUND'S CURRENT INVESTMENT ADVISOR

INVESCO, the current investment advisor for your Fund, became the
investment advisor for each of the Funds under the current advisory agreements
on the dates indicated in Exhibit G. Your Fund's shareholders last voted on the
current advisory agreement on the date and for the purpose indicated in Exhibit
G. The Boards, including a majority of the independent directors, last approved
the current advisory agreements on May 15, 2003.

THE PROPOSED NEW INVESTMENT ADVISOR FOR YOUR FUND

AIM is a wholly owned subsidiary of A I M Management Group Inc. ("AIM
Management"), a holding company with its principal offices at 11 Greenway Plaza,
Suite 100, Houston, Texas 77046-1173. AIM Management is an indirect wholly owned
subsidiary of AMVESCAP, 30 Finsbury Square, London EC2A 1AG, United Kingdom.
AMVESCAP and its subsidiaries are an independent investment management group. A
list of the names, addresses and principal occupations of the principal
executive officer and directors of AIM is in Exhibit H.

POSITIONS WITH AIM HELD BY COMPANY'S DIRECTORS OR EXECUTIVE OFFICERS

Mark H. Williamson, who is a director and/or executive officer of each
Company, also is a director and/or officer of AIM. He also beneficially owns
shares of AMVESCAP and/or options to purchase shares of AMVESCAP.

TERMS OF THE CURRENT ADVISORY AGREEMENTS

Under the terms of the current advisory agreement with INVESCO for your
Fund, INVESCO acts as investment manager and administrator for your Fund. As
investment manager, INVESCO provides a continuous investment program for your
Fund, including investment research and management, with respect to all
securities, investments and cash equivalents of your Fund. INVESCO also makes
recommendations as to the manner in which voting rights, rights to consent to
actions of your Fund and any other rights pertaining to your Fund's securities
shall be exercised, and, except for INVESCO Advantage Global Health Sciences
Fund, INVESCO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold &
Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund,
INVESCO Technology Fund and INVESCO Utilities Fund, calculates the net asset
value of your Fund, subject to such procedures established by the Board and
based upon information provided by your Fund, the custodian of your Fund or
other source as designated by the Board. INVESCO provides sub-accounting,
recordkeeping and administrative services to your Fund under an administrative
services agreement. Under the current advisory agreement, as administrator,
INVESCO also provides, at its expense and at the request of your Fund,
executive, statistical, administrative, internal accounting and clerical
services and office space, equipment and facilities.

performance of its obligations to such Company or your Fund unless such act or
omission involves willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under the current advisory agreement.

The current advisory agreement for your Fund continues in effect from year
to year only if such continuance is specifically approved at least annually by
(i) the applicable Board or the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of your Fund and, for INVESCO Dynamics
Fund, INVESCO Small Company Growth Fund, INVESCO Mid-Cap Growth Fund and INVESCO
S&P 500 Index Fund, each other series portfolio of INVESCO Stock Funds, Inc.,
and (ii) the vote of a majority of the directors of the applicable Company who
are not interested persons of INVESCO or such Company by votes cast in person at
a meeting called for such purpose. The current advisory agreement provides that
the applicable Board, INVESCO or a majority of the outstanding voting securities
of your Fund and, for INVESCO Dynamics Fund, INVESCO Small Company Growth Fund,
INVESCO Mid-Cap Growth Fund and INVESCO S&P 500 Index Fund, each other series
portfolio of INVESCO Stock Funds, Inc., may terminate the agreement with respect
to your Fund on 60 days' written notice without penalty. The agreement
terminates automatically in the event of its assignment, unless an order is
issued by the SEC conditionally or unconditionally exempting such assignment
from the applicable provisions of the 1940 Act.

Except for INVESCO Treasurer's Money Market Reserve Fund and INVESCO
Treasurer's Tax-Exempt Reserve Fund, the current advisory agreement for your
Fund provides that your Fund will pay or cause to be paid all of its expenses
not assumed by INVESCO, including without limitation:

- brokerage commissions, issue and transfer taxes and other costs related
to securities transactions;

- fees, charges and expenses related to accounting, custodian, depository,
dividend disbursing agent, dividend reinvestment agent, transfer agent,
registrar, independent pricing services and legal services performed for
your Fund;

- interest on indebtedness incurred by the applicable Company or your Fund;

- taxes;

- fees for maintaining the registration and qualification of your Fund or
its shares under federal and state law;

- compensation and expenses of the applicable Board;

- costs of printing and distributing reports, notices of shareholders'
meetings, proxy statements, dividend notices, prospectuses, statements of
additional information and other communications to your Fund's
shareholders, including expenses relating to Board and shareholder
meetings;

- costs, fees and other expenses arising in connection with the
organization and filing of the applicable Company's Articles of
Incorporation, determinations of tax status of your Fund, initial
registration and qualification of your Fund's securities under federal
and state securities laws and approval of such Company's operations by
any other federal or state authority;

- expenses of repurchasing and redeeming shares of your Fund;

- insurance premiums;

- costs of designing, printing and issuing certificates representing shares
of your Fund;

- extraordinary expenses, including fees and disbursements of the
applicable Company's counsel, in connection with litigation by or against
such Company or your Fund;

- premiums for the fidelity bond maintained by your Fund pursuant to the
1940 Act (except those premiums that may be allocated to INVESCO as an
insured);

- association and institute dues;

- expenses, if any, of distributing shares of your Fund pursuant to a 12b-1
plan of distribution; and

- all other costs and expenses of your Fund's operations and organization
unless otherwise explicitly provided.

For INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's
Tax-Exempt Reserve Fund, the current advisory agreement provides that INVESCO
will pay or cause to be paid all of the following expenses unless the Board of
INVESCO Treasurer's Series Funds, Inc. ("ITSFI") specifically approves payment
of such expenses by your Fund:

- taxes;

- fees for maintaining the registration and qualification of your Fund or
its shares under federal and state law;

- compensation and expenses of the directors;

- costs, fees and other expenses arising in connection with the
organization and filing of ITSFI's Articles of Incorporation,
determinations of tax status of your Fund, initial registration and
qualification of your Fund's securities under federal and state
securities laws and approval of ITSFI's operations by any other federal
or state authority;

- expenses of repurchasing and redeeming shares of your Fund;

- insurance premiums;

- expenses, including fees and disbursements of ITSFI's counsel, in
connection with litigation by or against ITSFI or your Fund; and

- premiums for the fidelity bond maintained by your Fund pursuant to the
1940 Act (except those premiums that may be allocated to INVESCO as an
insured).

- brokerage commissions, issue and transfer taxes and other costs related
to securities transactions; and

- interest on indebtedness incurred by ITSFI or your Fund.

The current advisory agreement requires INVESCO to reimburse your Fund
monthly for any salaries paid by your Fund to officers, directors and full-time
employees of your Fund who are also officers, general partners or employees of
INVESCO or its affiliates. Although INVESCO has this obligation under the
current advisory agreement, your Fund does not pay salaries to its officers,
non-independent directors or employees for services rendered to your Fund.

If, in any given year, the sum of your Fund's expenses exceed the most
restrictive state-imposed annual expense limitation, INVESCO is required to
promptly reimburse such excess expenses to your Fund pursuant to the current
advisory agreement. Interest, taxes, extraordinary expenses and expenses which
are capitalized are not deemed expenses for purposes of this reimbursement
obligation.

The annual rates at which INVESCO receives fees from your Fund under the
current advisory agreement, the total net assets of your Fund, the dollar
amounts of advisory fees paid to INVESCO by
20

your Fund net of any expense limitations and the reimbursement, if any, made by
INVESCO to your Fund for the most recent fiscal year are in Exhibit I.

ADDITIONAL SERVICES PROVIDED BY INVESCO AND ITS AFFILIATES

INVESCO and its affiliates also provide additional services to the
Companies and Funds. INVESCO currently provides or arranges for others to
provide accounting and administrative services to your Fund. INVESCO currently
serves as your Fund's transfer agent. Prior to July 1, 2003, INVESCO
Distributors, Inc. served as the principal underwriter for your Fund. This
company is an indirect wholly owned subsidiary of AMVESCAP, the parent company
of INVESCO. Information concerning fees paid to INVESCO and its affiliates for
these services is in Exhibit J.

ADVISORY FEES CHARGED BY AIM FOR SIMILAR FUNDS IT MANAGES

The advisory fee schedules for other funds advised by AIM with similar
investment objectives as your Fund are in Exhibit K.

TERMS OF THE PROPOSED ADVISORY AGREEMENTS

Under the terms of the proposed advisory agreement, AIM would act as
investment manager and administrator for your Fund. As investment manager, AIM
would provide a continuous investment program for your Fund, including
supervision of all aspects of your Fund's operations, including the investment
and reinvestment of cash, securities or other properties comprising your Fund's
assets and investment research and management, subject at all times to the
policies and control of the applicable Board. AIM would also provide
administrative services pursuant to a Master Administrative Services Agreement.

The proposed advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties under the agreement on the part of AIM or any of its officers,
directors, or employees, AIM would not be subject to liability to the applicable
Company or your Fund or to any shareholders of your Fund for any act or omission
in the course of, or connected with, rendering services under the agreement or
for any losses that may be sustained in the purchase, holding or sale of any
security.

The proposed advisory agreement for your Fund would continue in effect from
year to year only if such continuance is specifically approved at least annually
by (i) the Board or the vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of your Fund, and (ii) the affirmative vote of a
majority of the directors of the applicable Company who are not interested
persons of AIM or such Company by votes cast in person at a meeting called for
such purpose. The proposed advisory agreement provides that the applicable
Board, a majority of the outstanding voting securities of your Fund or AIM may
terminate the agreement with respect to your Fund on 60 days' written notice
without penalty. The proposed agreement terminates automatically in the event of
its "assignment" (as defined in the 1940 Act).

Except for INVESCO Treasurer's Money Market Reserve Fund and INVESCO
Treasurer's Tax-Exempt Reserve Fund, the proposed advisory agreement for your
Fund provides that your Fund will pay or cause to be paid all of the ordinary
business expenses incurred in the operations of your Fund and the offering of
its shares. These expenses borne by your Fund would include, without limitation,
brokerage commissions, taxes, legal, accounting, auditing, or governmental fees,
the cost of preparing share certificates, custodian, transfer and shareholder
service agent costs, expenses of issue, sale, redemption and repurchase of
shares, expenses of registering and qualifying shares for sale, expenses
relating to trustees and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other expenses
incurred by the applicable Company on behalf of your Fund in connection with
membership in investment company organizations and the cost of printing copies
of prospectuses and statements of additional information distributed to your
Fund's shareholders.

For INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's
Tax-Exempt Reserve Fund, the proposed advisory agreement provides that AIM will
pay or cause to be paid all of the following expenses unless the Board of ITSFI
specifically approves payment of such expenses by your Fund: fees, charges and
expenses related to accounting, custodian, depository, dividend disbursing
agent, dividend reinvestment agent, transfer agent, registrar, independent
pricing services and legal services performed for your Fund; taxes; fees for
maintaining the registration and qualification of your Fund or its shares under
federal and state law; compensation and expenses of the directors; costs of
printing and distributing reports, notices of shareholders' meetings, proxy
statements, dividend notices, prospectuses, statements of additional information
and other communications to your Fund's shareholders, including expenses
relating to Board and shareholder meetings; costs, fees and other expenses
arising in connection with the organization and filing of ITSFI's Articles of
Incorporation, determinations of tax status of your Fund, initial registration
and qualification of your Fund's securities under federal and state securities
laws and approval of ITSFI's operations by any other federal or state authority;
expenses of repurchasing and redeeming shares of your Fund; insurance premiums;
expenses, including fees and disbursements of ITSFI's counsel, in connection
with litigation by or against ITSFI or your Fund; and premiums for the fidelity
bond maintained by your Fund pursuant to the 1940 Act (except those premiums
that may be allocated to AIM as an insured).

For INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's
Tax-Exempt Reserve Fund, your Fund pays the following costs and expenses under
the current advisory agreement (except to the extent required by law to be paid
by AIM): brokerage commissions, issue and transfer taxes and other costs related
to securities transactions; and interest on indebtedness incurred by ITSFI or
your Fund.

The compensation to be paid to AIM under the proposed advisory agreement
would be calculated by applying annual rates to the average daily net assets of
your Fund for each calendar year. The annual rates at which AIM will receive
advisory fees from your Fund under the proposed advisory agreement are in
Exhibit L.

If Proposal 2 is approved for a Company, such Company will be able to take
advantage of an exemptive order obtained from the SEC by AIM and certain of the
AIM Funds. This exemptive order will allow your Fund and each other series
portfolio of such Company (each, an "Investing Fund") to invest their uninvested
cash in money market funds that have AIM or an affiliate of AIM as an investment
advisor (the "Affiliated Money Market Funds"), provided that investments in
Affiliated Money Market Funds do not exceed 25% of the total assets of the
Investing Fund. AIM will receive advisory fees from the Affiliated Money Market
Fund to the extent an Investing Fund invests uninvested cash in such Affiliated
Money Market Fund. If the applicable Board approves AIM's use of the exemptive
order for a Company, AIM intends to waive a portion of the advisory fees payable
by each Investing Fund in an amount equal to 25% of the advisory fee AIM
receives from the Affiliated Money Market Fund as a result of such Investing
Fund's investment of uninvested cash in such Affiliated Money Market Fund.

The primary differences between the current advisory agreements with
INVESCO and the proposed advisory agreements with AIM that the Boards approved
are to:

- replace INVESCO with AIM as the investment advisor for your Fund;

- move certain administrative services to an administrative services
agreement with AIM;

- for INVESCO Core Equity Fund, INVESCO Total Return Fund, INVESCO Dynamics
Fund, INVESCO Small Company Growth Fund, INVESCO Mid-Cap Growth Fund,
INVESCO S&P 500 Index Fund, INVESCO Treasurer's Money Market Reserve Fund
and INVESCO Treasurer's Tax-Exempt Reserve Fund, expand provisions
regarding broker-dealer relationships that are set forth in the current
advisory agreement to make them consistent with similar provisions in
other AIM advisory agreements;

- add provisions relating to certain functions to be performed by AIM in
connection with your Fund's securities lending program;
22

- change certain obligations regarding payment of expenses of your Fund;

- simplify certain rights applicable to your Fund's right to terminate
advisory services or amend the proposed advisory agreement;

- revise non-exclusivity provisions that are set forth in the current
advisory agreement;

- amend delegation provisions that are set forth in the current advisory
agreement;

- add to the limitation of liability provisions that are set forth in the
current advisory agreement to, among other things, specifically state the
limitation of liability of the applicable Company's shareholders; and

- change the governing state law set forth in the current advisory
agreement.

Although certain terms and provisions in the current advisory agreements
with INVESCO and the proposed advisory agreements with AIM are described
slightly differently, there are few substantive differences between these
agreements. The substantive differences are discussed below.

ADMINISTRATIVE SERVICES

For your Fund, the applicable Board, in approving the proposed advisory
agreement with AIM, has approved removing the provision of certain
administrative services that are covered under the current advisory agreement
with INVESCO, and consolidating those administrative services with your Fund's
accounting and recordkeeping services in a new Master Administrative Services
Agreement with AIM. The primary reason for this change is to make your Fund's
agreements consistent with similar agreements for the AIM Funds. If shareholders
approve the proposed advisory agreement, your Fund will continue to receive
substantially the same accounting and administrative services it currently
receives and at the same or lower costs pursuant to the new Master
Administrative Services Agreement. As a result, there would be no loss of
services nor would there by any increase in costs borne by your Fund as a result
of the transfer of administrative duties from the advisory agreement to the
Master Administrative Services Agreement.

BROKER-DEALER RELATIONSHIPS AND AFFILIATED BROKERAGE

For INVESCO Core Equity Fund, INVESCO Total Return Fund, INVESCO Dynamics
Fund, INVESCO Small Company Growth Fund, INVESCO Mid-Cap Growth Fund, INVESCO
S&P 500 Index Fund, INVESCO Treasurer's Money Market Reserve Fund and INVESCO
Treasurer's Tax-Exempt Reserve Fund, the current advisory agreement requires
INVESCO, when selecting brokers or dealers, to first obtain the most favorable
execution and price for your Fund; after fulfilling this primary requirement
INVESCO may consider, as secondary factors whether such firms provide
statistical research and other information to INVESCO. The proposed advisory
agreement specifies that AIM's primary consideration in effecting a security
transaction will be to obtain the best execution. In selecting broker-dealers to
execute particular transactions, AIM will consider the best net price available,
the reliability, integrity and financial condition of the broker-dealer, the
size of and difficulty in executing the order and the value of the expected
contribution of the broker-dealer to the investment performance of the
applicable Company's portfolio funds on a continuing basis. Accordingly, the
price to your Fund in any transaction may be less favorable than that available
from another broker-dealer if the difference is reasonably justified by other
aspects of the fund execution services offered by the broker-dealer. The
broker-dealer relationship provisions of the current advisory agreement with
INVESCO for your Fund do not specify these factors.

For INVESCO Advantage Global Health Sciences Fund, INVESCO Energy Fund,
INVESCO Financial Services Fund, INVESCO Gold & Precious Metals Fund, INVESCO
Health Sciences Fund, INVESCO Leisure Fund, INVESCO Technology Fund and INVESCO
Utilities Fund, there is no substantive change between the agreements regarding
the advisor's ability to select broker-dealers to perform securities
transactions for your Fund.

Although AIM does not currently execute trades through brokers or dealers
that are affiliated with AIM, the proposed advisory agreement includes a new
provision that would permit such trades, subject to compliance with applicable
federal securities laws, rules, interpretations and exemptions.

SECURITIES LENDING

If your Fund engages in securities lending, AIM will provide it with
investment advisory services and related administrative services. The proposed
advisory agreement includes a new provision that specifies the administrative
services to be rendered by AIM if your Fund engages in securities lending
activities, as well as the compensation AIM may receive for such administrative
services. Administrative services to be provided include: (a) overseeing
participation in the securities lending program to ensure compliance with all
applicable regulatory and investment guidelines; (b) assisting the securities
lending agent or principal (the "agent") in determining which specific
securities are available for loans; (c) monitoring the agent to ensure that
securities loans are effected in accordance with AIM's instructions and with
procedures adopted by the applicable Board; (d) preparing appropriate periodic
reports for, and seeking appropriate approvals from, the applicable Board with
respect to securities lending activities; (e) responding to agent inquiries; and
(f) performing such other duties as may be necessary.

In accordance with an exemptive order issued by the SEC, before your Fund
may participate in a securities lending program, the applicable Board must
approve such participation. In addition, the applicable Board must evaluate the
securities lending arrangements annually, and must determine that it is in the
best interests of the shareholders of your Fund to invest in AIM-advised money
market funds any cash collateral your Fund receives as security for the
borrower's obligation to return the loaned securities. If your Fund invests the
cash collateral in AIM-advised money market funds, AIM will receive additional
advisory fees from these money market funds, because the invested cash
collateral will increase the assets of these funds and AIM receives advisory
fees based upon the assets of these funds.

AIM does not receive any additional compensation for advisory services
rendered in connection with securities lending activities. As compensation for
the related administrative services AIM will provide, your Fund will pay AIM a
fee equal to 25% of the net monthly interest or fee income retained or paid to
your Fund from such activities. AIM intends to waive this fee, and has agreed to
seek Board approval prior to its receipt of all or a portion of such fee.

PAYMENT OF EXPENSES AND RESTRICTIONS ON FEES RECEIVED

Under the current advisory agreement with INVESCO, INVESCO has the
obligation to reimburse your Fund for any salaries paid by your Fund to
officers, non-independent directors and employees of your Fund. Your Fund does
not currently pay any such salaries. Such provision is not included in the
proposed advisory agreement with AIM.

The current advisory agreement provides that if annual fees exceed the most
restrictive state-imposed annual expense limitation, INVESCO is required to
reimburse any such excess to your Fund. Such state-imposed limitations are no
longer applicable because the National Securities Market Improvements Act of
1996 (NSMIA) preempted state laws under which mutual funds such as your Fund
previously were regulated. Accordingly, under the proposed advisory agreement,
such annual expense limitation has been removed. Removing this state-imposed
annual expense limitation will not result in an increase in fees paid by your
Fund.

TERMINATION/AMENDMENT RIGHTS

The current advisory agreement with INVESCO provides that the applicable
Company can terminate the agreement with INVESCO or amend the terms of the
agreement upon receipt of the affirmative vote of a majority of the outstanding
securities (as defined in the 1940 Act) of all series portfolios of such
Company. Under the 1940 Act and the regulations thereunder, as interpreted by
the SEC, advisory services provided to your Fund cannot be terminated or amended
without the approval by a majority of the outstanding securities of your Fund,
unless, in the case of an amendment, the applicable Board may
24

approve the changes. The proposed advisory agreement simplifies the language
regarding termination and amendment of the agreement to be consistent with the
1940 Act and the regulations thereunder, as interpreted by the SEC.

NON-EXCLUSIVITY PROVISIONS

The current advisory agreement with INVESCO provides that the services
furnished by INVESCO are not deemed to be exclusive and that INVESCO shall be
entitled to furnish similar services to others, including other investment
companies with similar objectives, and that INVESCO may aggregate orders for its
other customers together with any securities of the same type to be sold or
purchased for your Fund in order to obtain best execution and lower brokerage
commissions. In such event, INVESCO must allocate the securities purchased or
sold and the expenses incurred in the transaction in a manner it considers most
equitable.

AIM has proposed and the Boards have agreed that the non-exclusivity
provisions in the proposed advisory agreement with AIM should be divided into
two separate provisions: one dealing with services provided by AIM to other
investment accounts and the other dealing with employees of AIM. Under the new
provisions, AIM will act as investment manager or advisor to fiduciary and other
managed accounts and to other investment companies and accounts, including
off-shore entities or accounts. The proposed advisory agreement states that
whenever your Fund and one or more other investment companies or accounts
advised by AIM have moneys available for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to your Fund and such other companies and accounts. Such allocation
procedure may adversely affect the size of the positions obtainable and the
prices realized by your Fund. The non-exclusivity provisions of the proposed
advisory agreement also explicitly recognize that officers and directors of AIM
may serve as officers or directors of the applicable Company, and that officers
and directors of such Company may serve as officers or directors of AIM to the
extent permitted by law; and that officers and directors of AIM do not owe an
exclusive duty to such Company. As described above, unlike the current advisory
agreement, the proposed advisory agreement does not require AIM to reimburse the
applicable Company for any salaries paid by such Company to officers, directors
and full-time employees of such Company who are also officers, directors or
employees of AIM or its affiliates. Your Fund does not currently pay any such
salaries.

DELEGATION

The current advisory agreement provides that INVESCO may, in compliance
with applicable law and with the prior written approval of your Fund, make use
of affiliated companies and their employees in connection with rendering of the
services required of INVESCO. INVESCO must supervise all such services and
remain fully responsible for the services provided.

The proposed advisory agreement expands the extent to which AIM can
delegate its rights, duties and obligations by expressly providing that AIM may
delegate any or all of its rights, duties or obligations under the agreement to
one or more sub-advisors rather than solely certain specified advisory services.
The proposed advisory agreement also provides that AIM may replace sub-advisors
from time to time, in accordance with applicable federal securities laws, rules
and regulations in effect or interpreted from time to time by the SEC or with
exemptive orders or other similar relief. Any such delegation shall require
approval by the applicable Board and the shareholders unless, in accordance with
applicable federal securities laws, rules, interpretations and exemptions, AIM
is not required to seek shareholder approval of the appointment of a
sub-advisor. Except for INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund, AIM currently intends to appoint
INVESCO Institutional as the sub-advisor to your Fund if the shareholders
approve the proposed sub-advisory agreement described under Proposal 3.

LIMITATION OF LIABILITY OF AIM, COMPANY AND SHAREHOLDERS

The limitation of liability provisions of the 1940 Act apply to both
INVESCO and AIM in their capacity as advisor. In addition, the proposed advisory
agreement establishes a limitation of liability standard for AIM and states that
no series of any Company shall be liable for the obligations of other series of
such Company and the liability of AIM to one series of a Company shall not
automatically render AIM liable to any other series of such Company. Consistent
with applicable law, the proposed advisory agreement would also include a
provision stating that AIM's obligations under the agreement are not binding on
any shareholders of the Companies individually and that shareholders are
entitled to the same limitation on personal liability as shareholders of private
corporations for profit. The primary reason for this change is to make your
Fund's agreement consistent with similar agreements for the AIM Funds.

STATE LAW GOVERNING THE AGREEMENT

Questions of state law under the current advisory agreement with INVESCO
are governed by the laws of Colorado. Under the proposed advisory agreement with
AIM, Texas law would apply. The Boards determined that, because the services
under the proposed advisory agreement with AIM will primarily be provided in
Texas, it was more appropriate to apply Texas law to the proposed advisory
agreement.

FACTORS THE DIRECTORS CONSIDERED IN APPROVING THE ADVISORY AGREEMENTS

At the request of AIM, the Boards discussed the approval of the proposed
advisory agreements at an in-person meeting held on August 12-13, 2003. The
independent directors also discussed the approval of the proposed advisory
agreements with independent counsel prior to that meeting. In evaluating the
proposed advisory agreements, the Boards requested and received information from
AIM to assist in its deliberations.

The Boards considered the following factors in determining reasonableness
and fairness of the proposed changes between the current advisory agreements
with INVESCO and the proposed advisory agreements with AIM:

- The qualifications of AIM to provide investment advisory services. The
Boards reviewed the credentials and experience of the officers and
employees of AIM who will provide investment advisory services to the
Funds, and, except for INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund, the officers and employees
of INVESCO Institutional who will provide sub-advisory services to such
Funds if Proposal 3 is approved by shareholders, and noted that the
persons providing portfolio management services to the Funds would not
change if Proposal 2 and, if applicable, Proposal 3 are approved.

- The range of advisory services provided by AIM. The Boards reviewed the
services to be provided by AIM under the proposed advisory agreements,
and noted that no material changes in the level or type of services
provided under the current advisory agreements with INVESCO would occur
if the proposed advisory agreements are approved by the shareholders,
other than the provision by AIM of certain administrative services if a
Fund engages in securities lending.

- Qualifications of AIM to provide a range of management and administrative
services. The Boards reviewed the general nature of the non-investment
advisory services performed by AIM and its affiliates, such as
administrative, transfer agency and distribution services, and the fees
received by AIM and its affiliates for performing such services. In
addition to reviewing such services, the Boards also considered the
organizational structure employed by AIM and its affiliates to provide
those services. The Boards reviewed the proposed elimination from the
proposed advisory agreements of the provision of administrative services
to the Funds. The Boards also reviewed the proposed form of Master
Administrative Services Agreement, noted that the overall services to be
provided under the existing arrangements and under the proposed Master
Administrative Services Agreements are the same, and concluded that the
overall accounting and administrative services to be provided by AIM
would not change under the combination of the proposed advisory
agreements and the Master Administrative Services Agreements.

- The performance record of your Fund. The applicable Board reviewed your
Fund's performance record and determined that AIM has developed the
expertise and resources for managing funds with an investment objective
and strategies similar to those of your Fund and is able, therefore, to
provide advisory and administrative services to your Fund.

- Advisory fees and expenses. The applicable Board examined the expense
ratio and the level of advisory fees for your Fund under the current
advisory agreement and compared them with the advisory fees expected to
be incurred under the proposed advisory agreement. The applicable Board
concluded that your Fund's projected expense ratio and advisory fees
under the proposed advisory agreement were fair and reasonable in
comparison with those of other similar funds (including similar funds
advised by AIM) and in light of the investment management services to be
provided by AIM under the proposed advisory agreement. The advisory fees
that are being proposed under the proposed advisory agreement are the
same as the advisory fees paid to INVESCO under the current advisory
agreement, other than the removal of the reimbursement obligation related
to services provided to both your Fund and AIM by officers and directors
which is not currently applicable, and the provisions that permit AIM's
receipt of fees for providing administrative services in connection with
securities lending activities. Such fees would be paid only to the extent
that your Fund engages in securities lending. The applicable Board noted
that AIM intends to waive its right to receive any fees under the
proposed investment advisory agreement for the administrative services it
provides in connection with securities lending activities. The applicable
Board also noted that AIM has agreed to seek the Board's approval prior
to its receipt of all or a portion of such fees.

- The profitability of AIM. The Boards reviewed information concerning the
profitability of AIM's (and its affiliates') investment advisory and
other activities and its financial condition. The Boards noted that,
except as described above, no changes to the advisory fees were being
proposed, other than to permit AIM's receipt of fees for providing
services in connection with securities lending, and further noted that
AIM intends to waive its right to receive any such fees and has agreed to
seek Board approval prior to its receipt of all or a portion of such
fees. The Boards also noted that, in accordance with an exemptive order
issued by the SEC, before a Fund may participate in a securities lending
program, the applicable Board must approve such participation. In
addition, the applicable Board must evaluate the securities lending
arrangements annually and determine that it is in the best interests of
the shareholders of a Fund to invest in AIM-advised money market funds
any cash collateral such Fund receives as security for the borrower's
obligation to return the loaned securities. If a Fund invests the cash
collateral in AIM-advised money market funds, AIM will receive additional
advisory fees from these money market funds, because the invested cash
collateral will increase the assets of these funds and AIM receives
advisory fees based upon the assets of these funds. The Boards noted that
the cash collateral relates to assets of a Fund that have already been
invested, and the investment of the cash collateral is intended to
benefit such Fund by providing it with additional income. The Boards also
noted that an investment of the cash

collateral in an AIM-advised money market fund would have a positive
effect on the profitability of AIM.

- The terms of the proposed advisory agreements. The Boards reviewed the
terms of the proposed advisory agreements, including changes being made
to clarify or expand non-exclusivity, delegation and liability
provisions, to separate administrative services from advisory services
and to have AIM assist a Fund if it engages in securities lending. The
Boards determined that these changes reflect the current environment in
which the Funds operate, and that AIM should have the flexibility to
operate in that environment.

After considering the above factors, the applicable Board concluded that it
is in the best interests of your Fund and its shareholders to approve the
proposed advisory agreement between the applicable Company and AIM for your
Fund.

Each Board reached this conclusion after careful discussion and analysis.
Each Board believes that it has carefully and thoroughly examined the pertinent
issues and alternatives. In recommending that you approve the proposed advisory
agreement, the independent directors have taken the action which they believe to
be in your best interests. In so doing, they were advised by independent
counsel, retained by the independent directors and paid for by the applicable
Company, as to the nature of the matters to be considered and the standards to
be used in reaching their decision.

If approved, each proposed advisory agreement will become effective on
November 5, 2003, and will expire, unless renewed, on or before June 30, 2005.
Except for INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's
Tax-Exempt Reserve Fund, if shareholders of your Fund do not approve both
Proposals 2 and 3, the current advisory agreement with INVESCO will continue in
effect for your Fund. For INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund, if shareholders of your Fund do not
approve Proposal 2, the current advisory agreement with INVESCO will continue in
effect for your Fund.

THE BOARDS' RECOMMENDATION ON PROPOSAL 2

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" this Proposal.

PROPOSAL 3 --
APPROVAL OF NEW SUB-ADVISORY AGREEMENT

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 3?

Proposal 3 applies to the shareholders of all Funds except for INVESCO
Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve
Fund.

BACKGROUND

INVESCO currently serves as the investment advisor to your Fund. AMVESCAP
has recommended restructuring the advisory and administrative servicing
arrangements so that AIM is the advisor and administrator for all INVESCO Funds
and AIM Funds. Your Board has approved a proposed advisory agreement under which
AIM will serve as the investment advisor for your Fund, and a proposed sub-
advisory agreement under which INVESCO Institutional, an affiliate of INVESCO,
will serve as sub-advisor. The portfolio management team for your Fund will not
change as a result of this restructuring.

Your Board recommends that you approve the proposed sub-advisory agreement
between AIM and INVESCO Institutional for your Fund. Your Board is asking you to
vote on this proposed sub-advisory agreement because the proposed sub-advisory
agreement for your Fund may only be entered into with shareholder approval. The
form of the proposed Master Intergroup Sub-Advisory Contract for Mutual Funds
between AIM and INVESCO Institutional for your Fund is at Appendix III.

At an in-person meeting of your Board held on August 12-13, 2003, the
Board, including a majority of the independent directors, voted to recommend
that shareholders approve a proposal to adopt the proposed sub-advisory
agreement for your Fund.

THE PROPOSED SUB-ADVISOR FOR YOUR FUND

INVESCO Institutional is an indirect wholly owned subsidiary of AMVESCAP. A
list of the names, addresses and principal occupations of the principal
executive officer and directors of INVESCO Institutional is in Exhibit M.

POSITIONS WITH INVESCO INSTITUTIONAL HELD BY COMPANY'S DIRECTORS OR EXECUTIVE
OFFICERS

None of the directors or executive officers of any Company also are
directors and/or officers of INVESCO Institutional.

TERMS OF THE PROPOSED SUB-ADVISORY AGREEMENT

Under the proposed sub-advisory agreement between AIM and INVESCO
Institutional, INVESCO Institutional will provide general investment advice and
portfolio management to your Fund and, subject to the supervision of the
directors of the applicable Company and AIM and in conformance with the stated
policies of your Fund, INVESCO Institutional will manage the investment
operations of your Fund. INVESCO Institutional will not only make investment
decisions for your Fund, but will also place the purchase and sale orders for
the portfolio transactions of your Fund. INVESCO Institutional may purchase and
sell portfolio securities from and to brokers and dealers who sell shares of
your Fund or provide your Fund, AIM's other clients or INVESCO Institutional's
other clients with research, analysis, advice and similar services. INVESCO
Institutional may pay to brokers and dealers, in return for such research and
analysis, a higher commission or spread than may be charged by other brokers and
dealers, subject to INVESCO Institutional determining in good faith that such
commission or spread is reasonable in terms either of the particular transaction
or of the overall responsibility of AIM and INVESCO Institutional to your Fund
and their other clients and that that the total commissions or spreads paid by
each fund will be reasonable in relation to the benefits to the fund over the
long term.

Specifically, INVESCO Institutional will be required to perform the
following services under the proposed sub-advisory agreement:

- To provide a continuous investment program for your Fund, including
investment research and management, with respect to all of your Fund's
assets in conformity with (i) the applicable Company's Articles of
Incorporation, bylaws and registration statement, and (ii) the
requirements of the 1940 Act, the rules thereunder, and all other
applicable federal and state laws and regulations;

- To determine what securities and other investments are to be purchased or
sold for your Fund and the brokers and dealers through whom trades will
be executed;

- Whenever INVESCO Institutional simultaneously places orders to purchase
or sell the same security on behalf of your Fund and one or more accounts
advised by INVESCO Institutional, to allocate as to price and amount
among all such accounts in a manner believed to be equitable to each
account; and

- To maintain all books and records with respect to the securities
transactions of your Fund in compliance with the requirements of the 1940
Act and to furnish your Board and AIM with periodic and special reports
as your Board or AIM reasonably may request.

The proposed sub-advisory agreement will continue from year to year for
your Fund only if such continuance is specifically approved at least annually by
(i) your Board or the vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of your Fund, and (ii) the vote of a majority of
independent directors cast at a meeting called for such purpose. The proposed
sub-advisory agreement is

terminable on 60 days' written notice by either party thereto, by your Board, or
by a vote of a majority of the outstanding voting securities of your Fund, and
will terminate automatically if assigned.

For the services to be rendered and the expenses to be assumed by INVESCO
Institutional under the proposed sub-advisory agreement, AIM will pay to INVESCO
Institutional a fee that is computed daily and paid on or before the last day of
the next succeeding calendar month on the basis of AIM's compensation on the
sub-advised assets per year. The annual rate at which INVESCO Institutional will
receive fees from AIM under the proposed sub-advisory agreement is in Exhibit N.

ADVISORY FEES CHARGED BY INVESCO INSTITUTIONAL FOR SIMILAR TYPES OF ACCOUNTS FOR
WHICH IT SERVES AS ADVISOR

The annual advisory fee rates paid to INVESCO Institutional by certain
types of accounts with similar investment objectives as your Fund are in Exhibit
O.

FACTORS THE DIRECTORS CONSIDERED IN APPROVING THE PROPOSED SUB-ADVISORY
AGREEMENT

At the request of AIM, your Board discussed the approval of the proposed
sub-advisory agreement at an in-person meeting held on August 12-13, 2003. The
independent directors also discussed the approval of the proposed sub-advisory
agreement with independent counsel prior to that meeting. In evaluating the
proposed sub-advisory agreement, your Board requested and received information
from AIM to assist in its deliberations.

Your Board considered the following factors in determining the
reasonableness and fairness of the proposed sub-advisory agreement between AIM
and INVESCO Institutional for your Fund:

- The range of sub-advisory services provided by INVESCO
Institutional. Your Board reviewed the services to be provided by
INVESCO Institutional under the proposed sub-advisory agreement, and
noted that, if the proposed sub-advisory agreement is approved by
shareholders, the level and type of investment advisory services under
the proposed sub-advisory agreement will be comparable to those currently
provided by INVESCO under the applicable Company's current advisory
agreement with INVESCO.

- The fees payable to INVESCO Institutional for its services. Your Board
noted that if the proposed sub-advisory agreement is approved, INVESCO
Institutional will receive compensation based on that portion of the
assets of your Fund that it manages (the sub-advised assets). In
addition, the fees paid would be a percentage of the advisory fees that
AIM receives on the sub-advised assets. Your Board noted that these fees
had been agreed to by AIM and INVESCO Institutional, as well as by
AMVESCAP, the indirect parent of AIM and INVESCO Institutional. Your
Board also noted that the proposed changes to the compensation to INVESCO
Institutional would have no effect on your Fund, since the fees are
payable by AIM.

- The performance record of your Fund. Your Board reviewed the performance
record of your Fund and noted that the same portfolio management team
will be providing investment advisory services to your Fund under the
proposed sub-advisory agreement. Your Board determined that such
portfolio management team had provided satisfactory services with respect
to your Fund, after considering performance information that it received
during the past year from INVESCO.

- The profitability of INVESCO Institutional. Your Board considered
information concerning the profitability of INVESCO Institutional's (and
its affiliates') investment advisory and other activities and its
financial condition. Your Board noted that INVESCO Institutional would
receive an annual fee equal to a percentage of AIM's compensation on the
sub-advised assets. Your Board noted that the proposed sub-advisory fees
are less than the advisory fees currently received by INVESCO under the
current advisory agreement, but that INVESCO Institutional assured your
Board that such reduction would not affect the nature or quality of the
services provided by it to your Fund.

- The terms of the proposed agreement. Your Board reviewed the terms of
the proposed agreement. Your Board determined that this new agreement
reflects the current environment in which your Fund operates, and that
INVESCO Institutional should have the flexibility to operate in that
environment.

After considering the above factors, your Board concluded that it is in the
best interests of your Fund and its shareholders to approve the proposed
sub-advisory agreement between AIM and INVESCO Institutional for your Fund.

Your Board reached this conclusion after careful discussion and analysis.
Your Board believes that it has carefully and thoroughly examined the pertinent
issues and alternatives. In recommending that you approve the proposed
sub-advisory agreement, the independent directors have taken the action which
they believe to be in your best interests. In so doing, they were advised by
independent counsel, retained by the independent directors and paid for by the
applicable Company, as to the nature of the matters to be considered and the
standards to be used in reaching their decision.

If approved, each proposed sub-advisory agreement will become effective on
November 5, 2003, and will expire, unless renewed, on or before June 30, 2005.
If shareholders of your Fund do not approve both Proposals 2 and 3, the current
advisory agreement with INVESCO will continue in effect for your Fund and AIM
and INVESCO Institutional will not enter into the proposed sub-advisory
agreement for your Fund.

THE BOARDS' RECOMMENDATION ON PROPOSAL 3

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" this Proposal.

PROPOSAL 4 --
APPROVAL OF THE PLANS
TO REDOMESTICATE EACH COMPANY AS A DELAWARE STATUTORY TRUST

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 4?

Proposal 4 applies to the shareholders of all Funds.

BACKGROUND

Each Company currently is organized as a Maryland corporation. AMVESCAP has
identified each series portfolio of each Company as appropriate to be
redomesticated as a new series portfolio of a newly created open-end management
investment company organized as a statutory trust under the Delaware Statutory
Trust Act (each, a "Trust").

The applicable Board has approved a Plan with respect to each Company,
which provides for a series of transactions to convert each series portfolio of
each Company (each, a "Current Fund") to a corresponding series (a "New Fund")
of the corresponding Trust. Under the Plans, each Current Fund will transfer all
its assets to a corresponding New Fund in exchange solely for voting shares of
beneficial interest in the New Fund and the New Fund's assumption of all the
Current Fund's liabilities (collectively, with respect to each Company, the
"Redomestication"). A form of the Plans relating to the proposed
Redomestications is set forth in Appendix IV.

Approval of the Plan for each Company requires the affirmative vote of a
majority of the issued and outstanding shares of each Company. The applicable
Board is soliciting the proxies of the shareholders of your Fund to vote on the
applicable Plan with this Proxy Statement. The applicable Board is soliciting
the proxies of the shareholders of each Company's other series portfolios to
vote on the applicable Plan with a separate proxy statement.

The Redomestications are being proposed primarily to provide each Company
with greater flexibility in conducting its business operations. The operations
of each New Fund following the Redomestication will be substantially similar to
those of its predecessor Current Fund. As described below, each Trust's
Declaration of Trust differs from each Company's Articles of Incorporation in
certain respects that are expected to improve each Company's and each Current
Fund's operations. Each Trust, like each Company, will operate as an open-end
management investment company registered with the SEC under the 1940 Act. If
Proposal 4 is not approved by a Company's shareholders, such Company will
continue to operate as a Maryland corporation.

REASONS FOR THE PROPOSED REDOMESTICATIONS

The Redomestications are being proposed because, as noted above, INVESCO
and the Boards believe that the Delaware statutory trust organizational form
offers a number of advantages over the Maryland corporate organizational form.
As a result of these advantages, the Delaware statutory trust organizational
form has been increasingly used by mutual funds, including the majority of the
AIM Funds.

The Delaware statutory trust organizational form offers greater flexibility
than the Maryland corporate form. A Maryland corporation is governed by the
detailed requirements imposed by Maryland corporate law and by the terms of its
articles of incorporation. A Delaware statutory trust is subject to fewer
statutory requirements. Each Trust will be governed primarily by the terms of
its Declaration of Trust. In particular, each Trust will have greater
flexibility to conduct business without the necessity of engaging in expensive
proxy solicitations to shareholders. For example, under Maryland corporate law,
amendments to each Company's Articles of Incorporation would typically require
shareholder approval. Under Delaware law, unless the Declaration of Trust of a
Delaware statutory trust provides otherwise, amendments to it may be made
without first obtaining shareholder approval. In addition, unlike Maryland
corporate law, which restricts the delegation of a board of directors'
functions, Delaware law permits the board of trustees of a Delaware statutory
trust to delegate certain of its responsibilities. For example, the board of
trustees of a Delaware statutory trust may delegate the responsibility of
declaring dividends to duly empowered committees of the board or to appropriate
officers. Finally, Delaware law permits the trustees to adapt a Delaware
statutory trust to future contingencies. For example, the trustees may, without
a shareholder vote, change a Delaware statutory trust's domicile or
organizational form. In contrast, under Maryland corporate law, a company's
board of directors would be required to obtain shareholder approval prior to
changing domicile or organizational form.

The Redomestications will also have certain other effects on each Company,
its shareholders and management, which are described below under the heading
"The Trusts Compared to the Companies."

WHAT THE PROPOSED REDOMESTICATIONS WILL INVOLVE

To accomplish the Redomestications, each Trust has been formed as a
Delaware statutory trust pursuant to its Declaration of Trust, and each New Fund
has been established as a series portfolio of the corresponding Trust. On the
closing date, each Current Fund will transfer all of its assets to the
corresponding classes of the corresponding New Fund in exchange solely for a
number of full and fractional classes of shares of the New Fund equal to the
number of full and fractional shares of common stock of the corresponding
classes of the Current Fund then outstanding and the New Fund's assumption of
the Current Fund's liabilities. Immediately thereafter, each Current Fund will
distribute those New Fund shares to its shareholders in complete liquidation of
such Current Fund. Upon completion of the Redomestications, each shareholder of
each Current Fund will be the owner of full and fractional shares of the
corresponding New Fund equal in number and aggregate net asset value to the
shares he or she held in the Current Fund. As soon as practicable after the
consummation of the Redomestications, each Current Fund will be terminated and
each Company will be dissolved as a Maryland corporation.

The obligations of each Company and each Trust under the Plans are subject
to various conditions stated therein. To provide against unforeseen events, the
Plans may be terminated or amended at any time prior to the closing of the
Redomestications by action of the applicable Board, notwithstanding the

approval of a Plan by the shareholders of any Current Fund. However, no
amendments may be made that would materially adversely affect the interests of
shareholders of any Current Fund. Each Company and each Trust may at any time
waive compliance with any condition contained in the Plans, provided that the
waiver does not materially adversely affect the interests of shareholders of any
Current Fund.

The Plans authorize each Company to acquire one share of each class of each
New Fund and, as the sole shareholder of the corresponding Trust prior to the
Redomestications, to do each of the following:

- Approve with respect to each New Fund a new investment advisory agreement
with AIM with an effective date of November 5, 2003 that will be
substantially identical to that described in Proposal 2 and a new
investment advisory agreement with INVESCO that is substantially
identical to the corresponding Current Fund's existing investment
advisory agreement with INVESCO for the interim period between the
consummation of the applicable Redomestication and November 5, 2003.
Information on the new advisory agreement, including a description of the
differences between it and each Company's current advisory agreement, is
set forth above under Proposal 2. If Proposal 2 is not approved by
shareholders of a Current Fund of a Company, such Company will approve
for the corresponding New Fund an investment advisory agreement with
INVESCO that is substantially identical to such Current Fund's existing
investment advisory agreement with INVESCO.

- Approve with respect to each New Fund a new sub-advisory agreement
between AIM and INVESCO Institutional with an effective date of November
5, 2003 that will be substantially identical to that described in
Proposal 3. Information on the new sub-advisory agreement is set forth
above under Proposal 3. If Proposal 2 is not approved by shareholders of
a Current Fund of a Company, such Company will not approve a sub-advisory
agreement between AIM and INVESCO Institutional for the corresponding New
Fund.

- Assuming that Proposal 2 is approved by shareholders, approve with
respect to each New Fund a new administrative services agreement with AIM
with an effective date of November 5, 2003 that will be substantially
identical to the new administrative services agreement with AIM that will
be entered into by each Company if shareholders approve Proposal 2 and a
new administrative services agreement with INVESCO that is substantially
identical to the corresponding Current Fund's existing administrative
services agreement with INVESCO for the interim period between the
consummation of the applicable Redomestication and November 5, 2003. If
Proposal 2 is not approved by shareholders of a Current Fund of a
Company, such Company will approve for the corresponding New Fund an
administrative services agreement with AIM that is substantially
identical to such Current Fund's existing administrative services
agreement with INVESCO.

- Approve with respect to each New Fund a distribution agreement with AIM
Distributors. The proposed distribution agreement will provide for
substantially identical distribution services as currently provided to
each corresponding Current Fund by AIM Distributors.

- Approve a distribution plan pursuant to Rule 12b-1 under the 1940 Act
with respect to each class of each New Fund that will be substantially
identical to the corresponding Current Fund's existing distribution plan
for that class.

- Approve with respect to each New Fund a custodian agreement with State
Street Bank and Trust Company and a transfer agency and servicing
agreement with A I M Fund Services, Inc., each of which currently
provides such services to the corresponding Current Fund, and a multiple
class plan pursuant to Rule 18f-3 of the 1940 Act which will be
substantially identical to the multiple class plan that has been approved
by the applicable Board for the corresponding Current Fund and which is
expected to become effective prior to the consummation of the
Redomestications.

- Elect the directors of each Company as the trustees of the corresponding
Trust to serve without limit in time, except as they may resign or be
removed by action of such Trust's trustees or shareholders, and except as
they retire in accordance with such Trust's retirement policy for

trustees. Such Trust's retirement policy for trustees will replace such
Company's retirement policy for directors.

- Ratify the selection of PricewaterhouseCoopers LLP, the accountants for
each Current Fund, as the independent public accountants for each New
Fund.

- Approve such other agreements and plans as are necessary for each New
Fund's operation as a series of an open-end management investment
company.

Each Trust's transfer agent will establish for each shareholder an account
containing the appropriate number of shares of each class of each New Fund. Such
accounts will be identical in all respects to the accounts currently maintained
by each Company's transfer agent for each shareholder of the Current Funds.
Shares held in the Current Fund accounts will automatically be designated as
shares of the New Funds. Certificates for Current Fund shares issued before a
Redomestication will represent shares of the corresponding New Fund after such
Redomestication. Shareholders of the New Funds will not have the right to demand
or require a Trust to issue share certificates. Any account options or
privileges on accounts of shareholders under the Current Funds will be
replicated on the New Fund account. No sales charges will be imposed in
connection with the Redomestications.

Assuming your approval of Proposal 4 with respect to each Company, INVESCO
Sector Funds, Inc. currently contemplates that its Redomestication will be
consummated on October 23, 2003, INVESCO Combination Stock & Bond Funds, Inc.
currently contemplates that its Redomestication will be consummated on October
29, 2003, INVESCO Treasurer's Series Funds, Inc. currently contemplates that its
Redomestication will be consummated on October 31, 2002, and each of INVESCO
Counselor Series Funds, Inc. and INVESCO Stock Funds, Inc. currently
contemplates that its Redomestication will be consummated on November 4, 2003.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMESTICATIONS

Each Company and each Trust will receive an opinion of Ballard Spahr
Andrews & Ingersoll, LLP to the effect that the applicable Redomestication will
qualify as a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended. Accordingly, the Current Funds, the
New Funds and the shareholders of the New Funds will recognize no gain or loss
for Federal income tax purposes as a result of a Redomestication. Shareholders
of the Current Funds should consult their tax advisers regarding the effect, if
any, of the Redomestications in light of their individual circumstances and as
to state and local consequences, if any, of the Redomestications.

APPRAISAL RIGHTS

Appraisal rights are not available to shareholders. However, shareholders
retain the right to redeem their shares of the Current Funds or the New Funds,
as the case may be, at any time before or after the Redomestications.

THE TRUSTS COMPARED TO THE COMPANIES

STRUCTURE OF THE TRUSTS

Each Trust has been established under the laws of the State of Delaware by
the filing of a certificate of trust in the office of the Secretary of State of
Delaware. Each Trust has established series corresponding to and having
identical designations as the series portfolios of each corresponding Company.
Each Trust has also established classes with respect to each New Fund
corresponding to and having identical designations as the classes of each
corresponding Current Fund. Each New Fund will have the same investment
objectives, policies, and restrictions as its predecessor Current Fund. Each
Trust's fiscal year is the same as that of the corresponding Company. No Trust
will have any operations prior to the applicable Redomestication. Initially,
each Company will be the sole shareholder of the corresponding Trust.

As a Delaware statutory trust, each Trust's operations are governed by its
Declaration of Trust and Bylaws and applicable Delaware law rather than by each
Company's Articles of Incorporation and Amended and Restated Bylaws and
applicable Maryland law. Certain differences between the two domiciles and
organizational forms are summarized below. The operations of each Trust will
continue to be subject to the provisions of the 1940 Act and the rules and
regulations thereunder.

TRUSTEES OF EACH TRUST

Subject to the provisions of the Declaration of Trust, the business of each
Trust will be managed by its trustees, who have all powers necessary or
convenient to carry out their responsibilities. The responsibilities, powers,
and fiduciary duties of the trustees of each Trust are substantially the same as
those of the directors of each Company.

The trustees of each Trust would be those persons elected at the Special
Meetings to serve as directors of each Company. Information concerning the
nominees for election as directors of each Company is set forth above under
Proposal 1.

SHARES OF EACH TRUST

The beneficial interests in the New Funds will be represented by
transferable shares, par value $0.01 per share. Shareholders do not have the
right to demand or require a Trust to issue share certificates. The trustees
have the power under the applicable Declaration of Trust to establish new series
and classes of shares; each Company's directors currently have a similar right.
Each Declaration of Trust permits the trustees to issue an unlimited number of
shares of each class and series. Each Company is authorized to issue only the
number of shares specified in the Articles of Incorporation and may issue
additional shares only with Board approval and after payment of a fee to the
State of Maryland on any additional shares authorized.

Your Fund currently has the classes of shares set forth in Exhibit A. Each
Trust has established for each New Fund the classes that currently exist for its
predecessor Current Fund. Except as discussed in this Proxy Statement, shares of
each class of each New Fund will have rights, privileges, and terms
substantially similar to those of the corresponding class of the Current Fund.

LIABILITY OF SHAREHOLDERS

Shareholders of a Maryland corporation generally do not have personal
liability for the corporation's obligations, except that a shareholder may be
liable to the extent that he or she receives any distribution which exceeds the
amount which he or she could properly receive under Maryland law or where such
liability is necessary to prevent fraud.

The Delaware Statutory Trust Act provides that shareholders of a Delaware
statutory trust shall be entitled to the same limitations of liability extended
to shareholders of private for-profit corporations. There is, however, a remote
possibility that, under certain circumstances, shareholders of a Delaware
statutory trust might be held personally liable for the trust's obligations to
the extent the courts of another state that does not recognize such limited
liability were to apply the laws of such state to a controversy involving such
obligations. Each Declaration of Trust provides that shareholders of the
applicable Trust shall not be subject to any personal liability for acts or
obligations of the Trust and that every written agreement, obligation or other
undertaking made or issued by the Trust shall contain a provision to the effect
that shareholders are not personally liable thereunder. In addition, each
Declaration of Trust provides for indemnification out of the applicable Trust's
property for any shareholder held personally liable solely by reason of his or
her being or having been a shareholder. Therefore, the risk of any shareholder
incurring financial loss beyond his or her investment due to shareholder
liability is limited to circumstances in which a Trust itself is unable to meet
its obligations and the express disclaimer of shareholder liabilities is
determined not to be effective. Given the nature of the assets and operations of
the Trusts, the possibility of a Trust being unable to meet its obligations is
considered remote, and even if

a claim were brought against a Trust and a court determined that shareholders
were personally liable, it would likely not impose a material obligation on a
shareholder.

ELECTION OF DIRECTORS/TRUSTEES; TERMS

The shareholders of each Company have elected a majority of the directors
of such Company. Each director serves until a successor is elected, subject to
his or her earlier death, resignation or removal in the manner provided by law
(see below). In the case of a vacancy on a Board of Directors (other than a
vacancy created by removal by the shareholders), a majority of the directors may
appoint a successor to fill such vacancy. The right of the Boards of Directors
to appoint directors to fill vacancies without shareholder approval is subject
to the provisions of the 1940 Act.

As set forth above, the Plans authorize each Company to acquire one share
of each class of each New Fund and, as the sole shareholder of the corresponding
Trust prior to the applicable Redomestication, to elect the directors of such
Company as the trustees of the corresponding Trust. Such trustees serve for the
life of such Trust, subject to their earlier death, incapacitation, resignation,
retirement or removal (see below). In the case of any vacancy on a Board of
Trustees, a majority of the trustees may appoint a successor to fill such
vacancy. The right of each Board of Trustees to appoint trustees to fill
vacancies without shareholder approval is subject to the provisions of the 1940
Act.

REMOVAL OF DIRECTORS/TRUSTEES

A director of a Company may be removed by the affirmative vote of a
majority of the outstanding shares of that Company.

A trustee of a Trust may be removed at any time by a written instrument
signed by at least two-thirds of the trustees or by vote of two-thirds of the
outstanding shares of that Trust.

MEETINGS OF SHAREHOLDERS

The Companies are not required to hold annual meetings of shareholders and
do not intend to do so unless required by the 1940 Act. The Amended and Restated
Bylaws of each Company provide that a special meeting of shareholders may be
called by the president or, in his or her absence, the vice-president or by a
majority of the applicable Board of Directors or holders of shares entitled to
cast at least 10% of the votes entitled to be cast at the special meeting.
Requests for special meetings must, among other things, state the purpose of
such meeting and the matters to be voted upon. No special meeting need be called
to consider any matter previously voted upon at a special meeting called by the
shareholders during the preceding twelve months, unless requested by a majority
of all shares entitled to vote at such meeting.

The Trusts are not required to hold annual meetings of shareholders unless
required by the 1940 Act and do not intend to do so. The Bylaws of each Trust
provide that any trustee may call a special meeting of shareholders and the
trustees shall call a special meeting of the shareholders solely for the purpose
of removing one or more trustees upon written request of the holders of not less
than 10% of the outstanding shares of such Trust. Special meetings may be called
for the purpose of electing trustees or for any other action requiring
shareholder approval, or for any matter deemed by the trustees to be necessary
or desirable.

LIABILITY OF DIRECTORS/TRUSTEES AND OFFICERS; INDEMNIFICATION

Maryland law permits a corporation to eliminate liability of its directors
and officers to the corporation or its stockholders, except for liability
arising from receipt of an improper benefit or profit and from active and
deliberate dishonesty. The Articles of Incorporation eliminate director and
officer liability to the fullest extent permitted under Maryland law. Under
Maryland law, indemnification of a corporation's directors and officers is
mandatory if a director or officer has been successful on the merits or
otherwise in the defense of certain proceedings. Maryland law permits
indemnification for other matters unless it is

established that the act or omission giving rise to the proceeding was committed
in bad faith, a result of active and deliberate dishonesty, or one in which a
director or officer actually received an improper benefit.

Delaware law provides that trustees of a statutory trust shall not be
liable to the statutory trust or its shareholders for acting in good faith
reliance on the provisions of its governing instrument and that the trustee's
liabilities may be expanded or restricted by such instrument. Under the
Declarations of Trust, the trustees and officers of the Trusts are not liable
for any act or omission or any conduct whatsoever in their capacity as trustees,
except for liability to the trust or shareholders due to willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of trustee. Delaware law allows a statutory trust to
indemnify and hold harmless any trustee or other person against any and all
claims and demands. The Declarations of Trust provides for the indemnification
of the trustees and officers to the extent that such trustees and officers act
in good faith and reasonably believe that their conduct is in the best interests
of the Trusts, except with respect to any matter in which it has been determined
that such trustee acted with willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.

DISSOLUTION AND TERMINATION

Maryland law provides that each Company may be dissolved by the vote of a
majority of the applicable Board of Directors and two-thirds of the shares
entitled to vote on the dissolution; however the Articles of Incorporation
reduce the required shareholder vote from two-thirds to a majority of the shares
entitled to vote on the dissolution.

Pursuant to its Declaration of Trust, each Trust or any series or class of
shares of beneficial interest in a Trust may be terminated by: (1) a majority
shareholder vote of the Trust or the affected series or class, respectively; or
(2) if there are fewer than 100 shareholders of record of the Trust or of such
terminating series or class, the trustees pursuant to written notice to the
shareholders of the Trust or the affected series or class.

VOTING RIGHTS OF SHAREHOLDERS

Shareholders of Maryland corporations such as the Companies are entitled to
vote on, among other things, those matters which effect fundamental changes in
the corporate structure (such as a merger, consolidation or sale of
substantially all of the assets of the corporation) as provided by Maryland law.

The Declarations of Trust grant shareholders power to vote only with
respect to the following: (i) election of trustees, provided that a meeting of
shareholders has been called for that purpose; (ii) removal of trustees,
provided that a meeting of shareholders has been called for that purpose; (iii)
termination of a Trust or a series or class of its shares of beneficial
interest, provided that a meeting of shareholders has been called for that
purpose; (iv) sale of all or substantially all of the assets of a Trust or one
of its investment portfolios; (v) merger or consolidation of a Trust or any of
its investment portfolios, with certain exceptions; (vi) approval of any
amendments to shareholders' voting rights under a Declaration of Trust; and
(vii) approval of such additional matters as may be required by law or as the
trustees, in their sole discretion, shall determine.

DISSENTERS' RIGHTS

Under Maryland law, shareholders may not demand the fair value of their
shares from the successor company in a transaction involving the transfer of the
corporation's assets and are, therefore, bound by the terms of the transaction
if the stock is that of an open-end investment company registered with the SEC
under the 1940 Act and the value placed on the stock in the transaction is its
net asset value.

Neither Delaware law nor the Declarations of Trust confer upon shareholders
rights of appraisal or dissenters' rights.

AMENDMENTS TO ORGANIZATION DOCUMENTS

Each Company reserves the right to amend, alter, change or repeal any
provision contained in its Articles of Incorporation in the manner prescribed by
statute, including any amendment that alters the contract rights, as expressly
set forth in its Articles of Incorporation, of any outstanding stock, and all
rights conferred on shareholders are granted subject to this reservation. The
Board of Directors of each Company may approve amendments to its Articles of
Incorporation to classify or reclassify unissued shares of a class of stock
without shareholder approval. Other amendments to the Articles of Incorporation
may be adopted if approved by the affirmative vote of a majority of all the
votes entitled to be cast on the matter. The directors shall have the power to
alter, amend or repeal the bylaws of each Company or adopt new bylaws at any
time.

Consistent with Delaware law, the Board of Trustees of each Trust may,
without shareholder approval, amend its Declaration of Trust at any time, except
to eliminate any voting rights pertaining to the shares of such Trust, without
approval of the majority of the shares of such Trust. The trustees shall have
the power to alter, amend or repeal the bylaws of each Trust or adopt new bylaws
at any time.

The foregoing discussion is only a summary of certain differences between
and among each Company's Articles of Incorporation and Amended and Restated
Bylaws and Maryland law and each Trust's Declaration of Trust and Bylaws and
Delaware law. It is not a complete list of the differences. Shareholders should
refer to the provisions of the governing documents of each Company and each
Trust and state law directly for a more thorough comparison. Copies of the
Articles of Incorporation and Amended and Restated Bylaws of each Company and of
each corresponding Trust's Declaration of Trust and Bylaws are available to
shareholders without charge upon written request to that Company.

THE BOARDS' RECOMMENDATION ON PROPOSAL 4

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" this Proposal.

INDEPENDENT PUBLIC ACCOUNTANTS

Effective August 13, 2003, the fiscal year end of each of INVESCO
Combination Stock & Bond Funds, Inc. and INVESCO Treasurer's Series Funds, Inc.
was changed from May 31 to August 31. The audit committees of the Boards of
INVESCO Counselor Series Funds, Inc., INVESCO Sector Funds, Inc. and INVESCO
Stock Funds, Inc. have appointed PricewaterhouseCoopers LLP ("PwC") as each such
Company's independent public accountants for the fiscal years ending August 31,
2003, March 31, 2004 and July 31, 2004, respectively. The audit committees of
the Boards of INVESCO Combination Stock & Bond Funds, Inc. and INVESCO
Treasurer's Series Funds, Inc. have appointed PwC as each such Company's
independent public accountants for the fiscal years ending August 31, 2003 and
August 31, 2004.

Representatives of PwC are expected to be available at the Special Meetings
and to have the opportunity to make a statement and respond to appropriate
questions from the shareholders.

The audit committees of the Boards of the Companies have considered whether
the provision of the services below is compatible with maintaining the
independence of PwC.

FEES PAID TO PWC RELATED TO INVESCO COMBINATION STOCK & BOND FUNDS, INC.,
INVESCO SECTOR FUNDS, INC. AND INVESCO TREASURER'S SERIES FUNDS, INC. (FOR 2003
FISCAL YEARS)

PwC billed INVESCO Combination Stock & Bond Funds, Inc., INVESCO Sector
Funds, Inc. and INVESCO Treasurer's Series Funds, Inc. aggregate fees for
professional services rendered for the 2003 fiscal year as follows:

<Table>
<Caption>
FINANCIAL INFORMATION
SYSTEMS DESIGN AND ALL OTHER
COMPANY AND FISCAL YEAR END AUDIT FEES IMPLEMENTATION FEES FEES* TOTAL FEES
- --------------------------- ---------- --------------------- ----------- ----------

INVESCO Combination Stock & Bonds
Funds, Inc. (5/31/03)........... $ 94,200 $ 0 $12,052 $106,252
INVESCO Sector Funds, Inc.
(3/31/03)....................... $218,050 $ 0 $35,543 $253,593
INVESCO Treasurer's Series Funds,
Inc. (5/31/03).................. $ 33,000 $ 0 $ 5,752 $ 38,752
</Table>

- ---------------

* All Other Fees includes fees billed for all other non-audit services,
including fees for tax-related services rendered to the applicable Company.

FEES PAID TO PWC NOT RELATED TO INVESCO COMBINATION STOCK & BOND FUNDS, INC.,
INVESCO SECTOR FUNDS, INC. AND INVESCO TREASURER'S SERIES FUNDS, INC. (FOR 2003
FISCAL YEARS)

PwC billed INVESCO aggregate fees for professional services rendered for
the 2003 fiscal year to INVESCO, or any affiliate that provided services to
INVESCO Combination Stock & Bond Funds, Inc., INVESCO Sector Funds, Inc. and
INVESCO Treasurer's Series Funds, Inc., as follows:

<Table>
<Caption>
FINANCIAL INFORMATION
SYSTEMS DESIGN AND ALL OTHER
COMPANY AND FISCAL YEAR END IMPLEMENTATION FEES FEES** TOTAL FEES
- --------------------------- --------------------- --------- ----------

INVESCO Combination Stock & Bonds Funds, Inc.
(5/31/03).................................. $ 0 $ 31,500 $ 31,500
INVESCO Sector Funds, Inc. (3/31/03)......... $ 0 $ 52,500 $ 52,500
INVESCO Treasurer's Series Funds, Inc.
(5/31/03).................................. $ 0 $ 31,500 $ 31,500
</Table>

- ---------------

** As required by SEC rules, All Other Fees includes amounts paid to PwC by the
Funds' advisor and other related entities that provide support for the
operations of the Companies. All Other Fees include services relating to tax
services, controls review on the transfer agency, research on accounting
consultations, a CRM project and other agreed upon procedures. The services
performed for the Funds' advisor and related entities benefit many legal
entities of INVESCO, including many sister funds within the investment
company complex.

FEES PAID TO PWC RELATED TO INVESCO COUNSELOR SERIES FUNDS, INC. AND INVESCO
STOCK FUNDS, INC. (FOR 2002 FISCAL YEARS)

PwC billed INVESCO Counselor Series Funds, Inc. aggregate fees for
professional services rendered for the 2002 fiscal year as follows:

INVESCO Counselor Series Funds, Inc.
(8/31/02)......................... $ 93,500 $ 0 $15,350 $108,850
INVESCO Stock Funds, Inc.
(7/31/02)......................... $165,650 $ 0 $32,713 $198,363
</Table>

- ---------------

* All Other Fees includes fees billed for all other non-audit services,
including fees for tax-related services rendered to the applicable Company.

FEES PAID TO PWC NOT RELATED TO INVESCO COUNSELOR SERIES FUNDS, INC. AND INVESCO
STOCK FUNDS, INC. (FOR 2002 FISCAL YEARS)

PwC billed INVESCO aggregate fees for professional services rendered for
the 2002 fiscal year to INVESCO, or any affiliate that provided services to
INVESCO Counselor Series Funds, Inc. and INVESCO Stock Funds, Inc., as follows:

INVESCO Counselor Series Funds, Inc.
(8/31/02).................................. $ 0 $402,571 $402,571
INVESCO Stock Funds, Inc. (7/31/02).......... $ 0 $134,083 $134,083
</Table>

- ---------------

EXHIBIT A

SHARES OF INVESCO COMBINATION STOCK & BOND FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Balanced Fund
Class A................................................... 30,938.05
Class B................................................... 20,909.12
Class C................................................... 191,999.72
Class K................................................... 582,602.23
Investor Class............................................ 40,713,671.77
INVESCO Core Equity Fund
Class A................................................... 395,373.32
Class B................................................... 129,071.02
Class C................................................... 879,764.16
Class K................................................... 2,284,456.40
Investor Class............................................ 235,318,920.31
INVESCO Total Return Fund
Class A................................................... 22,195.03
Class B................................................... 27,262.59
Class C................................................... 49,349.60
Investor Class............................................ 36,178,412.82
</Table>

SHARES OF INVESCO COUNSELOR SERIES FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Advantage Fund
Class A................................................... 834,846.77
Class B................................................... 1,081,347.24
Class C................................................... 525,598.69
INVESCO Advantage Global Health Sciences Fund
Class A................................................... 18,055,063.37
Class B................................................... 59,973.69
Class C................................................... 27,878.82
</Table>

A-1

SHARES OF INVESCO SECTOR FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Energy Fund
Class A................................................... 598,536.52
Class B................................................... 107,027.03
Class C................................................... 533,504.90
Class K................................................... 34,051.41
Investor Class............................................ 12,455,187.60
INVESCO Financial Services Fund
Class A................................................... 227,361.60
Class B................................................... 50,580.91
Class C................................................... 521,369.87
Class K................................................... 85,093.91
Investor Class............................................ 32,451,621.11
INVESCO Gold & Precious Metals Fund
Class A................................................... 1,103,544.01
Class B................................................... 1,156,836.06
Class C................................................... 1,030,936.37
Investor Class............................................ 36,658,015.08
INVESCO Health Sciences Fund
Class A................................................... 52,949.64
Class B................................................... 22,293.99
Class C................................................... 156,480.70
Class K................................................... 61,188.12
Investor Class............................................ 24,208,451.12
INVESCO Leisure Fund
Class A................................................... 1,098,633.95
Class B................................................... 331,975.78
Class C................................................... 696,934.37
Class K................................................... 2,581,492.55
Investor Class............................................ 17,486,357.42
INVESCO Real Estate Opportunity Fund
Class A................................................... 795,776.11
Class B................................................... 30,764.07
Class C................................................... 103,831.96
Investor Class............................................ 3,019,890.38
INVESCO Technology Fund
Class A................................................... 181,421.84
Class B................................................... 39,089.26
Class C................................................... 404,272.40
Class K................................................... 1,613,716.87
Investor Class............................................ 50,867,190.25
Institutional Class....................................... 50,058,967.81
</Table>

A-2

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Telecommunications Fund
Class A................................................... 39,026.27
Class B................................................... 6,313.18
Class C................................................... 307,886.38
Class K................................................... 92,271.10
Investor Class............................................ 33,020,514.96
INVESCO Utilities Fund
Class A................................................... 80,877.29
Class B................................................... 23,564.27
Class C................................................... 182,849.47
Investor Class............................................ 8,402,804.22
</Table>

A-3

SHARES OF INVESCO STOCK FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Dynamics Fund
Class A................................................... 714,758.78
Class B................................................... 107,558.49
Class C................................................... 1,093,367.11
Class K................................................... 3,540,117.48
Investor Class............................................ 301,831,820.43
Institutional Class....................................... 2,348,901.82
INVESCO Growth Fund
Class A................................................... 760,003.20
Class B................................................... 57,524.27
Class C................................................... 1,783,508.82
Class K................................................... 1,334,749.07
Investor Class............................................ 259,900,522.75
INVESCO Growth & Income Fund
Class A................................................... 52,504.46
Class B................................................... 10,078.70
Class C................................................... 165,577.36
Class K................................................... 31,468.10
Investor Class............................................ 6,662,426.20
INVESCO Mid-Cap Growth Fund
Class A................................................... 461,371.53
Class B................................................... 178,996.61
Class C................................................... 167,561.08
Investor Class............................................ 268,284.41
Institutional Class....................................... 90,418.23
INVESCO Small Company Growth Fund
Class A................................................... 702,060.74
Class B................................................... 41,194.33
Class C................................................... 175,282.02
Class K................................................... 9,413,898.62
Investor Class............................................ 88,675,611.83
INVESCO S&P 500 Index Fund
Investor Class............................................ 18,708,795.55
Institutional Class....................................... 425,196.85
INVESCO Value Equity Fund
Class A................................................... 19,784.58
Class B................................................... 13,576.81
Class C................................................... 76,122.89
Investor Class............................................ 5,709,109.10
</Table>

A-4

SHARES OF INVESCO TREASURER'S SERIES FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

INVESCO Treasurer's Money Market Reserve Fund
Investor Class............................................ 217,729,065.47
INVESCO Treasurer's Tax-Exempt Reserve Fund
Investor Class............................................ 46,622,488.63
</Table>

A-5

EXHIBIT B

DIRECTOR COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for
each director of each Company who was not affiliated with INVESCO during the
year ended December 31, 2002.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM COMPANY(1)
-------------------------------------------------------------------
INVESCO
COMBINATION INVESCO INVESCO
STOCK & COUNSELOR INVESCO INVESCO TREASURER'S
BOND SERIES SECTOR STOCK SERIES
NAME OF DIRECTOR FUNDS, INC. FUNDS, INC. FUNDS, INC. FUNDS, INC. FUNDS, INC.
- ---------------- ----------- ----------- ----------- ----------- -----------

Bob R. Baker......... $27,113 $4,608 $34,423 $29,095 $5,361
James T. Bunch....... 23,063 3,884 31,203 25,150 4,791
Gerald J. Lewis...... 22,363 3,861 28,870 25,612 4,702
Larry Soll, Ph.D..... 23,529 3,958 31,522 26,476 4,786

<Caption>
RETIREMENT BENEFITS ACCRUED BY COMPANY(2)
--------------------------------------------------------------------
TOTAL
INVESCO INVESCO INVESCO COMPENSATION
COMBINATION COUNSELOR INVESCO INVESCO TREASURER'S ESTIMATED ANNUAL FROM ALL
STOCK & BOND SERIES SECTOR STOCK SERIES BENEFITS UPON INVESCO
NAME OF DIRECTOR FUNDS, INC. FUNDS, INC. FUNDS, INC. FUNDS, INC. FUNDS, INC. RETIREMENT(3) FUNDS(4)
- ---------------- ------------ ----------- ----------- ----------- ----------- ---------------- ------------

Bob R. Baker......... -0- $365 -0- $5,233 -0- $34,000 $138,000
James T. Bunch....... -0- -0- -0- -0- -0- -0- 124,625
Gerald J. Lewis...... -0- -0- -0- -0- -0- -0- 116,500
Larry Soll, Ph.D..... -0- -0- -0- -0- -0- -0- 126,000
</Table>

- ---------------

(1) The vice chairman of the Board, the chairs of certain of your Fund's
committees who are independent directors, and the members of your Fund's
committees who are independent directors each receive compensation for
serving in such capacities in addition to the compensation paid to all
independent directors. For INVESCO Combination Stock & Bond Funds, Inc., and
INVESCO Treasurer's Series Funds, Inc., amounts shown are based on the
fiscal year ended May 31, 2003. For INVESCO Counselor Series Funds, Inc.,
amounts shown are based on the fiscal year ended August 31, 2002. For
INVESCO Sector Funds, Inc., amounts shown are based on the fiscal year ended
March 31, 2003. For INVESCO Stock Funds, Inc., amounts shown are based on
the fiscal year ended July 31, 2002.

(2) Represents estimated benefits accrued with respect to the current Retirement
Plan and Deferred Retirement Plan Account Agreement, and not compensation
deferred at the election of the directors. For INVESCO Combination Stock &
Bond Funds, Inc. and INVESCO Treasurer's Series Funds, Inc., amounts shown
are based on the fiscal year ended May 31, 2003. For INVESCO Counselor
Series Funds, Inc., amounts shown are based on the fiscal year ended August
31, 2002. For INVESCO Sector Funds, Inc., amounts shown are based on the
fiscal year ended March 31, 2003. For INVESCO Stock Funds, Inc., amounts
shown are based on the fiscal year ended July 31, 2002.

(3) These amounts represent the estimated annual benefits payable by the ten
INVESCO Funds upon the directors' retirement under the current Retirement
Plan and Deferred Retirement Plan Account Agreement, calculated using the
current method of allocating director compensation among the INVESCO Funds.
These estimated benefits assume retirement at age 72. With the exception of
Messrs. Bunch and Lewis, each of these directors has served as a director of
one or more of the INVESCO Funds for the minimum five-year period required
to be eligible to participate in the current Retirement Plan.

(4) All continuing directors currently serve as directors of ten registered
investment companies advised by INVESCO.

B-1

EXHIBIT C

OFFICERS OF COMPANIES

The following table provides information with respect to the current
officers of each Company. Each officer is elected by each Board and serves until
his or her successor is chosen and qualified or until his or her resignation or
removal by a Board. The business address of all officers of each Company is 4350
South Monaco Street, Denver, Colorado 80237.

<Table>
<Caption>
NAME, YEAR OF BIRTH AND OFFICER
POSITION(S) HELD WITH COMPANY SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ----------------------------- ------- -------------------------------------------

Mark H. Williamson -- 1951................ 1998 Director, President and Chief Executive Officer,
Chairman of the Board A I M Management Group Inc.; Director, Chairman
and President, A I M Advisors, Inc. (registered
investment advisor); Director, A I M
Distributors, Inc. (registered broker dealer);
and Chief Executive Officer of the AIM Division
of AMVESCAP PLC (2003-present); formerly Chief
Executive Officer, Managed Products Division,
AMVESCAP PLC (2001-2002); Chairman of the Board
(1998-2002), President (1998-2002) and Chief
Executive Officer (1998-2002) of INVESCO Funds
Group, Inc. (registered investment advisor) and
INVESCO Distributors, Inc. (registered broker
dealer); Chief Operating Officer and Chairman of
the Board of INVESCO Global Health Sciences Fund;
Chairman and Chief Executive Officer of
NationsBanc Advisors, Inc.; and Chairman of
NationsBanc Investments, Inc.
Raymond R. Cunningham -- 1951............. 2001 President (2001-present) and Chief Executive
President and Chief Executive Officer Officer (2003-present) of INVESCO Funds Group,
Inc.; Chairman of the Board (2003-present) and
President (2003-present) of INVESCO Distributors,
Inc.; Senior Vice President and Chief Operating
Officer, A I M Management Group Inc.; Senior Vice
President, A I M Advisors, Inc. and A I M
Distributors, Inc.; formerly, Chief Operating
Officer (2001-2003) and Senior Vice President
(1999-2002) of INVESCO Funds Group, Inc. and
INVESCO Distributors, Inc.; and Senior Vice
President of GT Global -- North America
(1992-1998).
Glen A. Payne -- 1947..................... 1989 Senior Vice President, General Counsel and
Secretary Secretary of INVESCO Funds Group, Inc.; Senior
Vice President, Secretary and General Counsel of
INVESCO Distributors, Inc.; formerly, Secretary
of INVESCO Global Health Sciences Fund; General
Counsel of INVESCO Trust Company (1989-1998); and
employee of the Securities and Exchange
Commission, Washington, DC (1973-1989).
Ronald L. Grooms -- 1946.................. 1988 Senior Vice President and Treasurer of INVESCO
Chief Accounting Officer, Chief Funds Group, Inc.; and Senior Vice President and
Financial Officer and Treasurer Treasurer of INVESCO Distributors, Inc.;
formerly, Treasurer and Principal Financial and
Accounting Officer of INVESCO Global Health
Sciences Fund; and Senior Vice President and
Treasurer of INVESCO Trust Company (1988-1998).
</Table>

C-1

William J. Galvin, Jr. -- 1956............ 1992 Senior Vice President and Assistant Secretary
Assistant Secretary INVESCO Funds Group, Inc.; and Senior Vice
President and Assistant Secretary of INVESCO
Distributors, Inc.; formerly, Trust Officer of
INVESCO Trust Company (1995-1998).
Pamela J. Piro -- 1960.................... 1999 Vice President and Assistant Treasurer of INVESCO
Assistant Treasurer Funds Group, Inc.; and Assistant Treasurer of
INVESCO Distributors, Inc.; formerly, Assistant
Vice President (1996-1997).
Tane T. Tyler -- 1965..................... 2002 Vice President and Assistant General Counsel of
Assistant Secretary INVESCO Funds Group, Inc.
</Table>

C-2

EXHIBIT D

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of the Companies, the following table sets forth
certain information regarding the ownership as of July 25, 2003 of shares of
common stock of each class of each of the Funds by the directors, nominees, and
current executive officers of the Companies. No information is given as to a
Fund or a class if a director, nominee or current executive officer held no
shares of any or all classes of such Fund as of July 25, 2003.

INVESCO COMBINATION STOCK & BOND FUNDS, INC.

<Table>
<Caption>
SHARES OWNED
BENEFICIALLY AS PERCENT OF
NAME OF DIRECTOR/NOMINEE/OFFICER FUND (CLASS) OF JULY 25, 2003 CLASS
- -------------------------------- ------------ ---------------- ----------

Bob R. Baker........................... INVESCO Balanced Fund 15.494 *
(Investor Class)
INVESCO Core Equity Fund 81.405 *
(Investor Class)
INVESCO Total Return Fund 44.174 *
(Investor Class)
Sueann Ambron.......................... INVESCO Balanced Fund 39.733 *
(Investor Class)
INVESCO Core Equity Fund 156.501 *
(Investor Class)
INVESCO Total Return Fund 29.721 *
(Investor Class)
Victor L. Andrews...................... INVESCO Balanced Fund 15.494 *
(Investor Class)
INVESCO Core Equity Fund 81.405 *
(Investor Class)
INVESCO Total Return Fund 44.174 *
(Investor Class)
Lawrence H. Budner..................... INVESCO Balanced Fund 15.494 *
(Investor Class)
INVESCO Core Equity Fund 11,889.685 *
(Investor Class)
INVESCO Total Return Fund 44.174 *
(Investor Class)
James T. Bunch......................... INVESCO Balanced Fund 9.556 *
(Investor Class)
INVESCO Core Equity Fund 81.672 *
(Investor Class)
INVESCO Total Return Fund 36.486 *
(Investor Class)
Gerald J. Lewis........................ INVESCO Balanced Fund 454.295 *
(Investor Class)
INVESCO Core Equity Fund 643.191 *
(Investor Class)
INVESCO Total Return Fund 46.664 *
(Investor Class)
</Table>

D-1

John W. McIntyre....................... INVESCO Balanced Fund 4,144.854 *
(Investor Class)
INVESCO Core Equity Fund 10,557.602 *
(Investor Class)
INVESCO Total Return Fund 44.174 *
(Investor Class)
Larry Soll, Ph.D. ..................... INVESCO Balanced Fund 15.494 *
(Investor Class)
INVESCO Core Equity Fund 293.453 *
(Investor Class)
INVESCO Total Return Fund 1,065.694 *
(Investor Class)
Pamela J. Piro......................... INVESCO Balanced Fund 520.187 *
(Investor Class)
Tane T. Tyler.......................... INVESCO Balanced Fund 836.720 *
(Investor Class)
INVESCO Core Equity Fund 483.881 *
(Investor Class)
All Directors, Nominees, and current
Executive Officers as a Group........ INVESCO Balanced Fund 6,067.321 *
(Investor Class)
INVESCO Core Equity Fund 17,268.795 *
(Investor Class)
INVESCO Total Return Fund 1,355.261 *
(Investor Class)
</Table>

- ---------------

* Less than 1% of the outstanding shares of the class.

INVESCO COUNSELOR SERIES FUNDS, INC.

Bob R. Baker............................. INVESCO Advantage Fund 10,044.672 1.20%
(Class A)
Sueann Ambron............................ INVESCO Advantage Fund 22.124 *
(Class A)
Victor L. Andrews........................ INVESCO Advantage Fund 9.683 *
(Class A)
Lawrence H. Budner....................... INVESCO Advantage Fund 9.683 *
(Class A)
James T. Bunch........................... INVESCO Advantage Fund 9.683 *
(Class A)
Gerald J. Lewis.......................... INVESCO Advantage Fund 9.683 *
(Class A)
John W. McIntyre......................... INVESCO Advantage Fund 9.683 *
(Class A)
Larry Soll, Ph.D. ....................... INVESCO Advantage Fund 10,650.827 1.27%
(Class A)
Pamela J. Piro........................... INVESCO Advantage Fund 158.302 *
(Class A)
</Table>

D-2

Tane T. Tyler............................ INVESCO Advantage Fund 214.064 *
(Class A)
All Directors, Nominees, and current
Executive Officers as a Group.......... INVESCO Advantage Fund 21,138.404 2.53%
(Class A)
</Table>

- ---------------

* Less than 1% of the outstanding shares of the class.

INVESCO SECTOR FUNDS, INC.

Bob R. Baker.................. INVESCO Energy Fund 9.637 *
(Investor Class)
INVESCO Financial Services Fund 25.421 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 53.724 *
(Investor Class)
INVESCO Health Sciences Fund 1,040.459 *
(Investor Class)
INVESCO Leisure Fund 2,768.638 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 34.982 *
(Investor Class)
INVESCO Technology Fund 4,618.763 *
(Investor Class)
INVESCO Telecommunications Fund 11.578 *
(Investor Class)
INVESCO Utilities Fund 16.660 *
(Investor Class)
Sueann Ambron................. INVESCO Energy Fund 9.203 *
(Investor Class)
INVESCO Financial Services Fund 22.704 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 40.486 *
(Investor Class)
INVESCO Health Sciences Fund 15.353 *
(Investor Class)
INVESCO Leisure Fund 13.673 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 13.849 *
(Investor Class)
INVESCO Technology Fund 57.885 *
(Investor Class)
INVESCO Telecommunications Fund 22.482 *
(Investor Class)
INVESCO Utilities Fund 12.486 *
(Investor Class)
</Table>

D-3

Victor L. Andrews............. INVESCO Energy Fund 9.637 *
(Investor Class)
INVESCO Financial Services Fund 25.421 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 53.724 *
(Investor Class)
INVESCO Health Sciences Fund 15.768 *
(Investor Class)
INVESCO Leisure Fund 6.624 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 34.982 *
(Investor Class)
INVESCO Technology Fund 24.142 *
(Investor Class)
INVESCO Telecommunications Fund 11.578 *
(Investor Class)
INVESCO Utilities Fund 16.660 *
(Investor Class)
Lawrence H. Budner............ INVESCO Energy Fund 9.637 *
(Investor Class)
INVESCO Financial Services Fund 34.732 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 53.724 *
(Investor Class)
INVESCO Health Sciences Fund 1,375.087 *
(Investor Class)
INVESCO Leisure Fund 1,863.026 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 34.982 *
(Investor Class)
INVESCO Technology Fund 25.342 *
(Investor Class)
INVESCO Telecommunications Fund 11.578 *
(Investor Class)
INVESCO Utilities Fund 16.660 *
(Investor Class)
James T. Bunch................ INVESCO Energy Fund 7.850 *
(Investor Class)
INVESCO Financial Services Fund 17.487 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 59.953 *
(Investor Class)
INVESCO Health Sciences Fund 8.382 *
(Investor Class)
INVESCO Leisure Fund 4.787 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 17.415 *
(Investor Class)
INVESCO Technology Fund 10.247 *
(Investor Class)
INVESCO Telecommunications Fund 12.747 *
(Investor Class)
INVESCO Utilities Fund 5.779 *
(Investor Class)
</Table>

D-4

Richard W. Healey............. INVESCO Leisure Fund 612.847 *
(Investor Class)
INVESCO Telecommunications Fund 65.837 *
(Investor Class)
Gerald J. Lewis............... INVESCO Energy Fund 376.200 *
(Investor Class)
INVESCO Financial Services Fund 264.702 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 59.953 *
(Investor Class)
INVESCO Health Sciences Fund 8.382 *
(Investor Class)
INVESCO Leisure Fund 192.467 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 17.415 *
(Investor Class)
INVESCO Technology Fund 150.370 *
(Investor Class)
INVESCO Telecommunications Fund 259.396 *
(Investor Class)
INVESCO Utilities Fund 5.779 *
(Investor Class)
John W. McIntyre.............. INVESCO Energy Fund 9.637 *
(Investor Class)
INVESCO Financial Services Fund 140.310 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 53.724 *
(Investor Class)
INVESCO Health Sciences Fund 70.986 *
(Investor Class)
INVESCO Leisure Fund 727.490 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 34.982 *
(Investor Class)
INVESCO Technology Fund 25.342 *
(Investor Class)
INVESCO Telecommunications Fund 11.578 *
(Investor Class)
INVESCO Utilities Fund 16.660 *
(Investor Class)
</Table>

D-5

Larry Soll, Ph.D. ............ INVESCO Energy Fund 4,190.669 *
(Investor Class)
INVESCO Financial Services Fund 1,591.226 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 15,588.993 *
(Investor Class)
INVESCO Health Science Fund 981.229 *
(Investor Class)
INVESCO Leisure Fund 1,370.895 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 34.982 *
(Investor Class)
INVESCO Technology Fund 1,181.712 *
(Investor Class)
INVESCO Telecommunications Fund 1,365.124 *
(Investor Class)
INVESCO Utilities Fund 16.660 *
(Investor Class)
Mark H. Williamson............ INVESCO Energy Fund 5,918.042 *
(Investor Class)
INVESCO Financial Services Fund 4,593.370 *
(Investor Class)
INVESCO Health Sciences Fund 2,736.970 *
(Investor Class)
INVESCO Technology Fund 5,533.400 *
(Investor Class)
Ronald L. Grooms.............. INVESCO Technology Fund 174.481 *
(Investor Class)
William L. Galvin, Jr. ....... INVESCO Technology Fund 940.735 *
(Investor Class)
Pamela J. Piro................ INVESCO Financial Services Fund 695.762 *
(Investor Class)
INVESCO Health Sciences Fund 191.870 *
(Investor Class)
INVESCO Technology Fund 245.554 *
(Investor Class)
INVESCO Telecommunications Fund 333.740 *
(Investor Class)
Tane T. Tyler................. INVESCO Energy Fund 154.799 *
(Investor Class)
INVESCO Financial Services Fund 313.196 *
(Investor Class)
INVESCO Health Sciences Fund 217.111 *
(Investor Class)
INVESCO Leisure Fund 353.956 *
(Investor Class)
INVESCO Technology Fund 381.809 *
(Investor Class)
INVESCO Telecommunications Fund 520.837 *
(Investor Class)
</Table>

D-6

All Directors, Nominees, and
current Executive Officers as
a Group..................... INVESCO Energy Fund 10,695.311 *
(Investor Class)
INVESCO Financial Services Fund 7,724.331 *
(Investor Class)
INVESCO Gold and Precious Metals Fund 15,964.281 *
(Investor Class)
INVESCO Health Sciences Fund 6,661.597 *
(Investor Class)
INVESCO Leisure Fund 7,914.403 *
(Investor Class)
INVESCO Real Estate Opportunity Fund 223.589 *
(Investor Class)
INVESCO Technology Fund 13,369.782 *
(Investor Class)
INVESCO Telecommunications Fund 2,626.475 *
(Investor Class)
INVESCO Utilities Fund 107.344 *
(Investor Class)
</Table>

- ---------------

* Less than 1% of the outstanding shares of the class.

INVESCO STOCK FUNDS, INC.

<Table>
<Caption>
SHARES OWNED
BENEFICIALLY PERCENT OF
NAME OF DIRECTOR/NOMINEE/OFFICER FUND (CLASS) AS OF JULY 25, 2003 CLASS
- -------------------------------- ------------ ------------------- ----------

Bob R. Baker................... INVESCO Dynamics Fund 7,798.999 *
(Investor Class)
INVESCO Growth Fund 134.635 *
(Investor Class)
INVESCO Growth & Income Fund 9.706 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 4,192.987 *
(Investor Class)
INVESCO S&P 500 Index Fund 5,313.271 *
(Investor Class)
INVESCO Value Equity Fund 11.709 *
(Investor Class)
</Table>

D-7

Sueann Ambron.................. INVESCO Dynamics Fund 106.268 *
(Investor Class)
INVESCO Growth Fund 176.534 *
(Investor Class)
INVESCO Growth & Income Fund 17.921 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.643 *
(Class A)
INVESCO Small Company Growth Fund 63.082 *
(Investor Class)
INVESCO S&P 500 Index Fund 11.469 *
(Investor Class)
INVESCO Value Equity Fund 6.827 *
(Investor Class)
Victor L. Andrews.............. INVESCO Dynamics Fund 69.517 *
(Investor Class)
INVESCO Growth Fund 134.635 *
(Investor Class)
INVESCO Growth & Income Fund 9.706 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 40.301 *
(Investor Class)
INVESCO S&P 500 Index Fund 19,373.010 *
(Investor Class)
INVESCO Value Equity Fund 11.709 *
(Investor Class)
Lawrence H. Budner............. INVESCO Dynamics Fund 2,691.675 *
(Investor Class)
INVESCO Growth Fund 2,422.988 *
(Investor Class)
INVESCO Growth & Income Fund 9.706 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 2,273.966 *
(Investor Class)
INVESCO S&P 500 Index Fund 6,472.615 *
(Investor Class)
INVESCO Value Equity Fund 11.709 *
(Investor Class)
</Table>

D-8

James T. Bunch................. INVESCO Dynamics Fund 53.959 *
(Investor Class)
INVESCO Growth Fund 76.147 *
(Investor Class)
INVESCO Growth & Income Fund 5.855 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 14.160 *
(Investor Class)
INVESCO S&P 500 Index Fund 7.110 *
(Investor Class)
INVESCO Value Equity Fund 5.341 *
(Investor Class)
Richard W. Healey.............. INVESCO Dynamics Fund 2,425.701 *
(Investor Class)
Gerald J. Lewis................ INVESCO Dynamics Fund 721.077 *
(Investor Class)
INVESCO Growth Fund 1,764.779 *
(Investor Class)
INVESCO Growth & Income Fund 558.391 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 103.045 *
(Investor Class)
INVESCO S&P 500 Index Fund 7.110 *
(Investor Class)
INVESCO Value Equity Fund 5.341 *
(Investor Class)
John W. McIntyre............... INVESCO Dynamics Fund 3,931.915 *
(Investor Class)
INVESCO Growth Fund 603.916 *
(Investor Class)
INVESCO Growth & Income Fund 4,851.858 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 40.301 *
(Investor Class)
INVESCO S&P 500 Index Fund 8,088.585 *
(Investor Class)
INVESCO Value Equity Fund 11.709 *
(Investor Class)
</Table>

D-9

Larry Soll, Ph.D. ............. INVESCO Dynamics Fund 2,178.437 *
(Investor Class)
INVESCO Growth Fund 134.634 *
(Investor Class)
INVESCO Growth & Income Fund 905.168 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 8.052 *
(Class A)
INVESCO Small Company Growth Fund 4,873.560 *
(Investor Class)
INVESCO S&P 500 Index Fund 8.737 *
(Investor Class)
INVESCO Value Equity Fund 11.709 *
(Investor Class)
Mark H. Williamson............. INVESCO Dynamics Fund 23,473.942 *
(Investor Class)
William J. Galvin, Jr. ........ INVESCO Dynamics Fund 17.711 *
(Investor Class)
Pamela J. Piro................. INVESCO Dynamics Fund 486.897 *
(Investor Class)
INVESCO Growth Fund 773.000 *
(Investor Class)
INVESCO Growth & Income Fund 548.529 *
(Investor Class)
INVESCO Small Company Growth Fund 226.344 *
(Investor Class)
Tane T. Tyler.................. INVESCO Dynamics Fund 508.180 *
(Investor Class)
INVESCO Growth Fund 1,176.311 *
(Investor Class)
INVESCO Growth & Income Fund 785.370 *
(Investor Class)
INVESCO Small Company Growth Fund 738.787 *
(Investor Class)
INVESCO Value Equity Fund 240.280 *
(Investor Class)
</Table>

D-10

All Directors, Nominees, and
current Executive Officers as
a Group...................... INVESCO Dynamics Fund 44,464.278 *
(Investor Class)
INVESCO Growth Fund 7,397.580 *
(Investor Class)
INVESCO Growth & Income Fund 7,702.210 *
(Investor Class)
INVESCO Mid-Cap Growth Fund 65.007 *
(Class A)
INVESCO Small Company Growth Fund 12,566.524 *
(Investor Class)
INVESCO S&P 500 Index Fund 39,281.907 *
(Investor Class)
INVESCO Value Equity Fund 316.334 *
(Investor Class)
</Table>

- ---------------

* Less than 1% of the outstanding shares of the class.

INVESCO TREASURER'S SERIES FUNDS, INC.

Bob R. Baker.................. INVESCO Treasurer's Money Market Reserve Fund 119.26 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 111.98 *
Sueann Ambron................. INVESCO Treasurer's Money Market Reserve Fund 265.74 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 110.16 *
Victor L. Andrews............. INVESCO Treasurer's Money Market Reserve Fund 170,818.79 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 111.98 *
Lawrence H. Budner............ INVESCO Treasurer's Money Market Reserve Fund 260,484.41 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 111.98 *
James T. Bunch................ INVESCO Treasurer's Money Market Reserve Fund 111.06 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 107.20 *
Gerald J. Lewis............... INVESCO Treasurer's Money Market Reserve Fund 111.06 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 107.20 *
John W. McIntyre.............. INVESCO Treasurer's Money Market Reserve Fund 170,204.49 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 111.98 *
Larry Soll, Ph.D. ............ INVESCO Treasurer's Money Market Reserve Fund 1,820,884.61 *
INVESCO Treasurer's Tax-Exempt Reserve Fund 111.98 *
Glen A. Payne................. INVESCO Treasurer's Money Market Reserve Fund 188,056.80 *
William L. Galvin, Jr......... INVESCO Treasurer's Money Market Reserve Fund 11,443.63 *
Pamela J. Piro................ INVESCO Treasurer's Money Market Reserve Fund 12,654.63 *
Tane T. Tyler................. INVESCO Treasurer's Money Market Reserve Fund 45,541.49 *
All Directors, Nominees, and
current Executive Officers as
a Group..................... INVESCO Treasurer's Money Market Reserve Fund 2,680,595.97 1.23%
INVESCO Treasurer's Tax-Exempt Reserve Fund 874.46 *
</Table>

- ---------------

* Less than 1% of the outstanding shares of the class.

D-11

EXHIBIT E

OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of July 25, 2003, to the best knowledge of Companies owned 5% or more of any
class of the outstanding shares of a Fund. A shareholder who owns beneficially
25% or more of the outstanding securities of a Fund is presumed to "control" the
Fund as defined in the 1940 Act. Such control may affect the voting rights of
other shareholders.

<Table>
<Caption>
NUMBER OF SHARES PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER FUND (CLASS) OWNED OF RECORD OWNED OF RECORD*
- -------------------------------- ------------ ---------------- ----------------

INVESCO COMBINATION STOCK & BOND FUNDS,
INC.
INVESCO CORE EQUITY FUND
Charles Schwab & Co. Inc. ................. Investor Class 27,969,173.22 11.89%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Charles Schwab & Co. Inc. ................. Class A 193,028.23 48.82%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Disciplinary Board of the Supreme Court of
Pennsylvania............................. Class C 59,146.01 6.72%
2 Lemonyne Dr. Fl 1
Lemoyne, PA 17043-1226
Delaware Charter Guarantee & Trust......... Class K 1,673,731.18 73.27%
Principal Financial Group
Attn: RIS NPIO Trade Desk
711 High St.
Des Monines, IA 50392-0001
Transamerica Life Ins. & Annuity Co. ...... Class K 433,261.98 18.97%
Attn: Daisy Lo
Retirement Services -- Separate Acct.
P.O. Box 30368
Los Angeles, CA 90030-0368
Saxon & Co. ............................... Class K 136,811.72 5.99%
P.O. Box 7780-1888
Philadelphia, PA 19182-0001

INVESCO TOTAL RETURN FUND
Charles Schwab & Co. Inc. ................. Investor Class 4,762,107.92 13.16%
Special Custody for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
</Table>

E-1

Minnesota State............................ Investor Class 3,915,916.24 10.82%
Deferred Compensation Plan TR
State of Minnesota
c/o Great West Recordkeeper
8515 E. Orchard Rd. #2T2
Englewood Co. 80111-5037
American Express Trust Tr. ................ Investor Class 3,781,341.33 10.45%
American Express Trust
Retirement Services Plan
Attn: Chris Hunt
P.O. Box 534
Minneapolis, MN 55440-0534
FIIOC Agent................................ Investor Class 2,778,020.85 7.68%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Prudential Securities Inc. ................ Class A 5,040.48 22.71%
Attn: Mutual Funds
1 New York Plaza
New York, NY 10004-1901
American Enterprise Investment SVCS........ Class A 1,621.05 7.30%
P.O. Box 9446
Minneapolis, MN 55440-9446
UBS Financial Services Inc. FBO............ Class A 1,485.25 6.69%
UBS-FINSVC CDN FBO
Emilio Alonso
P.O. Box 3321
Weehawken, NJ 07086-8154
Charles Schwab& Co. Inc. .................. Class A 1,443.66 6.50%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
American Enterprise Investment SVCS........ Class A 1,297.46 5.85%
P.O. Box 9446
Minneapolis, MN 55440-9446
Raymond James & Assoc. Inc. ............... Class A 1,283.57 5.78%
FBO DHARTE JR IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
American Enterprise Investment SVCS........ Class A 1,191.56 5.37%
P.O. Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS........ Class A 1,138.43 5.13%
P.O. Box 9446
Minneapolis, MN 55440-9446
Merrill Lynch.............................. Class B 3,891.50 14.27%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
</Table>

E-2

American Enterprise Investment SVCS........ Class B 2,918.03 10.70%
FBO 209998841
P.O. Box 9446
Minneapolis, MN 55440-9446
Juneau Volunteer Fire Department........... Class B 2,395.78 8.79%
820 Glacier Ave.
Juneau, AK 99801-1845
American Enterprise Investment SVCS........ Class B 1,517.99 5.57%
FBO 187786881
P.O. Box 9446
Minneapolis, MN 55440-9446
UBS Financial Services Inc. FBO............ Class C 5,063.12 10.26%
Sacred Heart Church
Father Paul Manderfield
P.O. Box 546
Calumet, MI 49913-0546
AMVESCAP Nat'l TC Cust. Roth............... Class C 5,002.84 10.14%
David E. Robertson
2100 White River Blvd #130
Muncie, IN 47303-5241

INVESCO COUNSELOR SERIES FUNDS, INC.

INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES
FUND
Merrill Lynch............................ Class A 1,691,634.31 9.37%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Charles Schwab & Co. Inc. ................. Class A 1,371,552.86 7.60%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Merrill Lynch.............................. Class B 9,124.53 15.21%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Pershing LLC............................... Class B 4,141.00 6.90%
P.O. Box 2052
Jersey City, NJ 07303-2052
RBC Dain Rauscher.......................... Class B 3,719.80 6.20%
Lawrence Blinn
340 Lynn Cove Road
Asheville, NC 28804-1915
Pershing LLC............................... Class B 3,386.00 5.65%
P.O. Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch.............................. Class C 10,239.91 36.73%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
</Table>

E-3

Pershing LLC............................... Class C 1,720.16 6.17%
P.O. Box 2052
Jersey City, NJ 07303-2052

INVESCO SECTOR FUNDS, INC.

INVESCO ENERGY FUND
Charles Schwab & Co. Inc. ................. Investor Class 3,752,323.39 30.13%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Services Corp. ............ Investor Class 945,984.52 7.60%
The Exclusive Benefit of Cust
Attn: Kate Recon
One World Financial Center
200 Liberty St. 5th Floor
New York, NY 10281-5500
Charles Schwab & Co. Inc. ................. Class A 176,796.98 29.54%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
UBS Financial Services Inc. ............... Class A 78,173.86 13.06%
Alan D. Moore
c/o Red Oak Capital
15303 Dallas Pkwy.
Suite 350, LB-45
Addison, TX 75001-4677
Prudential Securities, Inc. ............... Class A 46,975.81 7.85%
Attn: Mutual Funds
1 New York Plaza
New York, NY 10004-1901
Merrill Lynch.............................. Class A 31,520.18 5.27%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
AMVESCAP Nat'l TC Cust. IRA R/O............ Class B 6,682.11 6.24%
Jeffrey D. Barrow
17569 Plum Creek Trl.
Chagrin Falls, OH 44023-5605
JPMorgan Chase Bank........................ Class K 9,509.86 27.93%
Deloitte & Touche Profit Sharing
Attn: Angela Ma
3 Metrotech Ctr. Fl. 6
Brooklyn, NY 11245-0001
Circle Trust Company Cust.................. Class K 6,171.89 18.13%
Lynch Anselmo Ott Bryan & Co.
401K Profit Sharing Plan
Metro Center
1 Station PL
Stamford, CT 06902-6800
</Table>

E-4

Circle Trust Company Cust.................. Class K 3,700.21 10.87%
GOLDK Omnibus Account
Metro Center
1 Station PL
Stanford, CT 06902-6800
MCB Trust Services Cust.................... Class K 2,677.93 7.86%
Grand Vehicle Works Holdings C
700 17th St. Ste. 300
Denver, CO 80202-3531

INVESCO FINANCIAL SERVICES FUND
Charles Schwab & Co. Inc. ................. Investor Class 10,709,464.69 33.00%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Services Corp. ............ Investor Class 1,915,191.56 5.90%
The Exclusive Benefit of Cust
Attn: Kate Recon
One World Financial Center
200 Liberty St. 5th Floor
New York, NY 10281-5500
Charles Schwab & Co. Inc. ................. Class A 105,283.90 46.31%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Merrill Lynch.............................. Class A 22,732.56 10.00%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Merrill Lynch.............................. Class C 46,506.60 8.92%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Transamerica Life Ins. & Annuity Co. ...... Class K 32,759.95 38.50%
Attn: Daisy Lo
Retirement Services -- Separate Acct.
P.O. Box 30368
Los Angeles, CA 90030-0368
Saxon & Co. ............................... Class K 30,125.31 35.40%
FBO 20-01-302-9912426
P.O. Box 7780-1888
Philadelphia, PA 19182-0001
Circle Trust Co. .......................... Class K 6,550.90 7.70%
Pacific Coast Cabling Inc.
401K PSP
Metro Center
One Station Pl.
Stamford, CT 06902-6800
</Table>

E-5

INVESCO GOLD & PRECIOUS METALS FUND
Charles Schwab & Co. Inc. ................. Investor Class 8,119,441.27 22.15%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Mid Atlantic Capital Corp. Cust. .......... Class A 75,413.67 6.83%
Nutramax Laboratories, Inc.
401K PSP
2208 Lakeside Blvd.
Edgewood, MD 21040-1102
Pershing LLC............................... Class B 97,226.56 8.40%
P.O. Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch.............................. Class C 153,099.97 14.85%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
William Heller............................. Class C 60,613.40 5.88%
418 S. Westgate Ave.
Los Angeles, CA 90049-4210
AMVESCAP Nat'l TC Cust IRA................. Class C 56,338.02 5.46%
Eugene L. Todeschini
15 Paradise Plz Apt. 301
Sarasota, FL 34239-6905

INVESCO HEALTH SCIENCES FUND
Charles Schwab & Co. Inc. ................. Investor Class 5,635,575.35 23.28%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Services Corp. ............ Investor Class 1,311,968.42 5.42%
The Exclusive Benefit of Cust
Attn: Kate Recon
One World Financial Center
200 Liberty St. 5th Floor
New York, NY 10281-5500
Charles Schwab & Co. Inc. ................. Class A 21,544.10 40.69%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Prudential Securities Inc. ................ Class A 3,050.15 5.76%
Attn: Mutual Funds
1 New York Plaza
New York, NY 10004-1901
Merrill Lynch.............................. Class B 1,442.23 6.47%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
</Table>

E-6

American Enterprise Investment SVCS........ Class B 1,299.67 5.83%
P.O. Box 9446
Minneapolis, MN 55440-9446
Saxon & Co. ............................... Class K 43,690.07 71.40%
P.O. BOX 7780-1888
Philadelphia, PA 19182-0001

INVESCO LEISURE FUND
Charles Schwab & Co. Inc. ................. Investor Class 4,751,845.32 27.17%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Services Corp. ............ Investor Class 939,793.11 5.37%
The Exclusive Benefit of Cust
Attn: Kate Recon
One World Financial Center
200 Liberty St. 5th Floor
New York, NY 10281-5500
Charles Schwab & Co. Inc. ................. Class A 604,032.85 54.98%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Merrill Lynch.............................. Class C 44,113.27 6.33%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Delaware Charter Guarantee & Trust......... Class K 2,363,582.56 91.56%
Principal Financial Group
Attn RIS NPIO Trade Desk
711 High St.
Des Moines, IA 50392-0001

INVESCO TECHNOLOGY FUND
State Street Global Adv TR................. Institutional Class 50,051,194.99 99.98%
Boeing Company Master Trust
105 Rosemont Ave. WES1N
Westwood, MA 02090-2318
Charles Schwab & Co. Inc. ................. Investor Class 12,883,740.71 25.33%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Charles Schwab & Co. Inc. ................. Class A 48,219.68 26.58%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
</Table>

E-7

FTC & Co. ................................. Class A 22,131.67 12.20%
DATALYNX
P.O. Box 173736
Denver, CO 80217-3736
American Enterprise Investment SVCS ....... Class B 2,728.51 6.98%
P.O. Box 9446
Minneapolis, MN 55440-9446
FISERV Securities Inc. .................... Class B 2,653.97 6.79%
FAO
Attn Mutual Funds
One Commerce Square
2005 Market Street Suite 1200
Philadelphia, PA 19103-7008
FISERV Securities Inc. .................... Class B 2,143.68 5.48%
FAO
Attn Mutual Funds
One Commerce Square
2005 Market Street Suite 1200
Philadelphia, PA 19103-7008
Transamerica Life Ins. & Annuity Co. ...... Class K 949,707.82 58.85%
Attn: Daisy Lo
Retirement Services -- Separate Acct.
P.O. Box 30368
Los Angeles, CA 90030-0368
Saxon & Co. ............................... Class K 467,580.00 28.98%
FBO
P.O. Box 7780-1888
Philadelphia, PA 19182-0001

INVESCO UTILITIES FUND
Charles Schwab & Co. Inc. ................. Investor Class 2,863,770.78 34.08%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Prudential Securities Inc. ................ Class A 44,878.96 55.49%
Attn: Mutual Funds
1 New York Plaza
New York, NY 10004-1901
Charles Schwab & Co. Inc. ................. Class A 9,087.74 11.24%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
UBS Financial Services, Inc. .............. Class A 4,769.59 5.90%
Dorothy S. Depp
700 Ocean Aveue, Apt. 314
Spring Lake, NJ 07762-3510
Pershing LLC............................... Class A 4,284.24 5.30%
P.O. Box 2052
Jersey City, NJ 07303-2052
</Table>

E-8

First Clearing Corporation ................ Class B 9,914.66 42.07%
Edward J. Harper II IRA
FFC Cust.
P.O. Box 527
Greenville, NC 27835-0527
UBS Financial Services Inc. FBO............ Class B 2,634.35 11.18%
Eileen Gehring
15 Macopin Court
Livingston, NJ 07039-2948
UBS Financial Services Inc. ............... Class B 2,517.62 10.68%
Theresa Hampl
136 Randolph Avenue
Dumont, JN 07628-1927
UBS Financial Services Inc. ............... Class B 2,012.07 8.54%
Robert T. Harmon &
Nancy Harmon JTWROS
14 Schindler Court
Chatham, NJ 07928-1938
UBS Financial Services Inc. FBO............ Class B 1,883.24 7.99%
UBS-FINSVC CDN FBO
Federick P. Schmitt
P.O. Box 3321
Weehawken, NJ 07086-8154
PACER 4.................................... Class C 46,355.09 25.35%
A Partnership
263 Avalon Ave.
Ft. Lauderdale, FL 33308-3501
G&G Investment............................. Class C 36,746.28 20.10%
A Partnership
3305 Spring Mountain Rd., Ste. 60
Las Vegas, NV 89102-8624
Sherry B. Panzer........................... Class C 25,340.73 13.86%
10684 Quarterstaff Rd.
Columbia, MD 21044-4154

INVESCO STOCK FUNDS, INC.
INVESCO DYNAMICS FUND
Northern Trust Co. FBO..................... Institutional Class 1,385,945.97 59.00%
Northern Trust TIP-DIV
P.O. Box 92994
Chicago, IL 60675-2994
American Express Trust TR.................. Institutional Class 586,821.73 24.98%
American Express Trust
Retirement Services Plans
Attn: Chris Hunt
P.O. Box 534
Minneapolis, MN 55440-0534
Holdon..................................... Institutional Class 248,211.53 10.57%
c/o Sky Trust
P.O. Box 419
Findlay, OH 45839-0419
</Table>

E-9

Charles Schwab & Co. Inc. ................. Investor Class 34,156,389.36 11.32%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
FIIOC Agent................................ Investor Class 23,733,680.67 7.86%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Connecticut General Life Ins. ............. Investor Class 20,852,667.56 6.91%
c/o Hector Flores H18D
One Commercial Plaza
280 Trumbull St.
Hartford, CT 06103-3509
Charles Schwab & Co. Inc. ................. Class A 274,690.84 38.43%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Prudential Securities Inc. ................ Class A 57,423.04 8.03%
Attn: Mutual Funds
1 New York Plaza
New York, NY 10004-1901
Dean Witter for the Benefit of............. Class A 51,598.65 7.22%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
Dean Witter for the Benefit of............. Class A 49,762.09 6.96%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
Dean Witter for the Benefit of............. Class A 49,592.45 6.94%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
Dean Witter for the Benefit of............. Class A 49,576.96 6.94%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
Dean Witter for the Benefit of............. Class A 39,881.65 5.58%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
Merrill Lynch.............................. Class B 15,519.60 14.43%
4800 Dear Lake Drive East
Jacksonville, FL 32246-6486
</Table>

E-10

First Clearing Corporation................. Class B 7,311.61 6.80%
John B. Shaw IRA
FCC as Custodian
269 Abbey Rd.
Noblesville, IN 46060-5453
American Enterprise Investment Svcs. ...... Class B 5,687.77 5.29%
P.O. Box 9446
Minneapolish, MN 55440-9446
Saxon & Co. ............................... Class K 2,748,346.22 77.63%
P.O. Box 7780-1888
Philadelphia, PA 19182-0001
Transamerica Life Ins. & Annuity Co. ...... Class K 314,751.00 8.89%
Attn: Daisy Lo
Retirement Services -- Separate Acct.
P.O. Box 30368
Los Angeles, CA 90030-0368

INVESCO MID-CAP GROWTH FUND
Charles Schwab & Co. Inc. ................. Institutional Class 22,526.45 24.91%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Kenneburt & Co. Cust....................... Institutional Class 18,229.55 20.16%
Expediter Omnibus CC Amsouth Bank
250 Riverchase Pkwy E. Fl. 5
Birmingham, AL 35244-1832
Nat'l Financial Services Corp. ............ Institutional Class 16,956.92 18.75%
The Exclusive Benefit of Cust
Attn Kate Recon
One World Financial Center
200 Liberty Street 5th Flr.
New York, NY 10281-5500
Hollowwave & Co. .......................... Institutional Class 15,364.41 16.99%
Attn: Mutual Fund Department
100 Federal St. 37th FL
Boston, MA 02110-1802
Charles Schwab & Co. Inc. ................. Class A 227,946.58 49.41%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Merrill Lynch.............................. Class A 36,532.83 7.92%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Merrill Lynch.............................. Class B 18,785.16 10.49%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
</Table>

E-11

AMVESCAP Nat'l TC Cust IRA R/O............. Class B 14,031.81 7.84%
Jeffrey D. Barrow
17569 Plum Creek Trl
Chagrin Falls, OH 44023-5605
Merrill Lynch.............................. Class C 14,849.01 8.86%
4800 Deer Lake Dr East
Jacksonville, FL 32246-6486
Robert J. Salmen........................... Class C 9,887.93 5.90%
Tod Frances J. Salmen
7303 Bainbridge Solon Rd
Chagrin Falls, OH 44023-1403

INVESCO SMALL COMPANY GROWTH FUND
Charles Schwab & Co. Inc. ................. Investor Class 9,598,773.39 10.82%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Connecticut General Life Ins. ............. Investor Class 8,162,558.77 9.20%
c/o Hector Flores H18D
One Commercial Plaza
280 Trumbull St.
Hartford, CT 06103-3509
FILOC Agent................................ Investor Class 7,223,108.13 8.15%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Nationwide Life Insurance Co. ............. Investor Class 5,584,095.24 6.30%
QPVA (EISP)
IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
American Express Trust TR.................. Investor Class 4,710.979.16 5.31%
American Express Trust
Retirement Services Plans
Attn: Chris Hunt
P.O. Box 534
Minneapolis, MN 55440-0534
Charles Schwab & Co. Inc. ................. Class A 145,984.08 20.79%
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Dean Witter for the Benefit of............. Class A 62,678.85 8.93%
Man Financial Inc.
P.O. Box 250
New York, NY 10008-0250
</Table>

E-12

Dain Rauscher Inc. FBO..................... Class A 49,207.87 7.01%
Marsha S. Glazer TTEE
Marsha S. Glazer Charitable
Remainder Unitrust A DTD
3/14/95 MSG Managed CRUT Funds
P.O. Box 997
Mercer Island, WA 98040-0997
Dain Rauscher Inc. FBO..................... Class A 49,149.01 7.00%
Marsha S. Glazer TTEE
Marsha S. Glazer Charitable
Remainder Unitrust B 3/14/95
MSG Managed CRUT Funds
P.O. Box 997
Mercer Island, WA 98040-0997
American Enterprise Investment Svcs. ...... Class B 4,237.29 10.29%
FBO
P.O. Box 9446
Minneapolis, MN 55440-9446
Merrill Lynch.............................. Class B 3,199.81 7.77%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
American Enterprise Investment Svcs. ...... Class B 2,581.50 6.27%
FBP 205712531
P.O. Box 9446
Minneapolis, MN 55440-9446
First Clearing Corporation................. Class C 12,205.00 6.96%
A/C 7249-8795
Lexcom Telephone Co. VEBA Acct.
PMAP Small Growth
P.O. Box 808
Lexington, NC 27293-0808
A G Edwards & Sons......................... Class C 11,430.25 6.52%
Custodian for
Bruce L. Vernon
Rollover IRA Account
229 Timbercrest CT.
Delaware Charter Guarantee & Trust......... Class K 9,263,448.64 98.40%
Principal Financial Group
Attn: RIS NPIO Trade Desk
711 High St.
Des Moines, IA 50392-0001

INVESCO S&P 500 INDEX FUND
Wilmington Trust Comp TTEE................. Institutional Class 327,947.25 77.13%
FBO Bonestroo, Rosene,
Anderlink & Assoc. PSP
301 W. 11th St.
Wilmington, DE 19801-1519
INVESCO Trust Co. TR....................... Institutional Class 56,967.16 13.40%
REA Magnet Wire Company Inc.
Executive Deferred Comp Plan
3600 East Pontiac Street
Fort Wayne, IN 46803-3804
</Table>

E-13

INVESCO Trust Co. TR....................... Institutional Class 29,902.51 7.03%
REA Magnet Wire Company Inc.
Supplemental Exec Retirement Plan
3600 East Pontiac Street
Fort Wayne, IN 46803-3804
AMVESCAP Nat'l Trust Co. TTEE.............. Investor Class 1,671,476.15 8.93%
FBO Baldor Electric Co. Employees
Profit Sharing and Savings Plan
1315 Peachtree St. NE Ste. 201
Atlanta, GA 30309-3503

INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO TREASURER'S MONEY MARKET RESERVE
FUND
AMVESCAP Nat'l TC Cust. ................... Investor Class 25,872,909.00 11.88%
Paychex Inc.
401K Incentive Retirement Plan
911 Panorama Trail
Rochester, NY 14625-2311

INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
Alice H. Richards.......................... Investor Class 5,188,464.50 11.13%
P.O. Box 400
Carrollton, GA 30112-0007
Neil Kurtz................................. Investor Class 3,113,807.40 6.68%
Susan E. Kurtz JT TEN
1919 14th Street Ste. 330
Boulder, CO 80302-5321
Ralph H. or Lynne J. Jenkins Jr. .......... Investor Class 2,406,063.03 5.16%
JT WROS
39 Woodcrest Ave.
Atlanta, GA 30309-1535
</Table>

- ---------------

* The Companies have no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.

E-14

EXHIBIT F

DIRECTOR OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially owned
by each director and nominee as of December 31, 2002 (i) in each Fund and (ii)
on an aggregate basis, in all registered investment companies overseen by the
director within the INVESCO Funds complex.

<Table>
<Caption>
DOLLAR RANGE OF EQUITY
SECURITIES PER FUND
----------------------
INTERESTED DIRECTOR
----------------------
MARK H. WILLIAMSON
----------------------

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Core Equity Fund.................................... None
INVESCO Total Return Fund................................... None
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health Sciences Fund............... None
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund......................................... Over $100,000
INVESCO Financial Services Fund............................. $50,001-$100,000
INVESCO Gold & Precious Metals Fund......................... None
INVESCO Health Sciences Fund................................ $1-$50,000
INVESCO Leisure Fund........................................ $1-$50,000
INVESCO Technology Fund..................................... None
INVESCO Utilities Fund...................................... None
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund....................................... Over $100,000
INVESCO Mid-Cap Growth Fund................................. None
INVESCO Small Company Growth Fund........................... None
INVESCO S&P 500 Index Fund.................................. None
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Money Market Reserve Fund............... None
INVESCO Treasurer's Tax-Exempt Reserve Fund................. None
Aggregate Dollar Range of Equity Securities in All
Registered Investment Companies Overseen By Director in
the INVESCO Funds Complex................................. Over $100,000
</Table>

F-1

<Table>
<Caption>
DOLLAR RANGE OF EQUITY
SECURITIES PER FUND
----------------------
INTERESTED NOMINEE
----------------------
ROBERT H. GRAHAM
----------------------

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Core Equity Fund.................................... None
INVESCO Total Return Fund................................... None
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health Sciences Fund............... None
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund......................................... None
INVESCO Financial Services Fund............................. None
INVESCO Gold & Precious Metals Fund......................... None
INVESCO Health Sciences Fund................................ None
INVESCO Leisure Fund........................................ None
INVESCO Technology Fund..................................... None
INVESCO Utilities Fund...................................... None
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund....................................... None
INVESCO Mid-Cap Growth Fund................................. None
INVESCO Small Company Growth Fund........................... None
INVESCO S&P 500 Index Fund.................................. None
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund................. None
Aggregate Dollar Range of Equity Securities in All
Registered Investment Companies Overseen By Director in
the INVESCO
Funds Complex............................................. None
</Table>

F-2

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
----------------------------------------------------------------------
INDEPENDENT DIRECTORS
----------------------------------------------------------------------
BOB R. JAMES T. GERALD J. LARRY
BAKER BUNCH LEWIS SOLL, PH.D.
---------------- ---------------- ---------------- ----------------

INVESCO COMBINATION STOCK & BOND
FUNDS, INC.
INVESCO Core Equity Fund............ $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000
INVESCO Total Return Fund........... $1-$10,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health
Sciences Fund..................... $1-$10,000 $1-$10,000 $1-$10,000 Over $100,000
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund................. None $1-$10,000 $1-$10,000 $50,001-$100,000
INVESCO Financial Services Fund..... $1-$10,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO Gold & Precious Metals
Fund.............................. None $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO Health Sciences Fund........ $50,001-$100,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO Leisure Fund................ $50,001-$100,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO Technology Fund............. $10,001-$50,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO Utilities Fund.............. $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund............... $10,001-$50,000 $10,001-$50,000 $1-$10,000 $1-$10,000
INVESCO Mid-Cap Growth Fund......... $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000
INVESCO Small Company Growth Fund... $10,001-$50,000 $1-$10,000 $1-$10,000 $10,001-$50,000
INVESCO S&P 500 Index Fund.......... $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000
INVESCO TREASURER'S SERIES FUNDS,
INC.
INVESCO Treasurer's Money Market
Reserve Fund...................... $1-$10,000 $1-$10,000 $1-$10,000 Over $100,000
INVESCO Treasurer's Tax-Exempt
Reserve Fund...................... $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen By
Director in the INVESCO Funds
Complex........................... Over $100,000 $50,001-$100,000 $50,001-$100,000 Over $100,000
</Table>

F-3

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
---------------------------------------------------------
INDEPENDENT NOMINEES
---------------------------------------------------------
FRANK S. BRUCE L. ALBERT R. EDWARD K. JACK M.
BAYLEY CROCKETT DOWDEN DUNN, JR. FIELDS
-------- -------- --------- --------- -------

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Core Equity Fund......................... None None None None None
INVESCO Total Return Fund........................ None None None None None
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health Sciences Fund.... None None None None None
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund.............................. None None None None None
INVESCO Financial Services Fund.................. None None None None None
INVESCO Gold & Precious Metals Fund.............. None None None None None
INVESCO Health Sciences Fund..................... None None None None None
INVESCO Leisure Fund............................. None None None None None
INVESCO Technology Fund.......................... None None None None None
INVESCO Utilities Fund........................... None None None None None
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund............................ None None None None None
INVESCO Mid-Cap Growth Fund...................... None None None None None
INVESCO Small Company Growth Fund................ None None None None None
INVESCO S&P 500 Index Fund....................... None None None None None
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Money Market Reserve Fund.... None None None None None
INVESCO Treasurer's Tax-Exempt Reserve Fund...... None None None None None
Aggregate Dollar Range of Equity Securities in
All Registered Investment Companies Overseen by
Director in the INVESCO Funds Complex.......... None None None None None
</Table>

F-4

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
---------------------------------------------------------
INDEPENDENT NOMINEES
---------------------------------------------------------
CARL PREMA LEWIS F. RUTH H. LOUIS S.
FRISCHLING MATHAI-DAVIS PENNOCK QUIGLEY SKLAR
---------- ------------ -------- ------- --------

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Core Equity Fund.......................... None None None None None
INVESCO Total Return Fund......................... None None None None None
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health Sciences Fund..... None None None None None
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund............................... None None None None None
INVESCO Financial Services Fund................... None None None None None
INVESCO Gold & Precious Metals Fund............... None None None None None
INVESCO Health Sciences Fund...................... None None None None None
INVESCO Leisure Fund.............................. None None None None None
INVESCO Technology Fund........................... None None None None None
INVESCO Utilities Fund............................ None None None None None
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund............................. None None None None None
INVESCO Mid-Cap Growth Fund....................... None None None None None
INVESCO Small Company Growth Fund................. None None None None None
INVESCO S&P 500 Index Fund........................ None None None None None
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Money Market Reserve Fund..... None None None None None
INVESCO Treasurer's Tax-Exempt Reserve Fund....... None None None None None
Aggregate Dollar Range of Equity Securities in All
Registered Investment Companies Overseen by
Director in the INVESCO Funds Complex........... None None None None None
</Table>

F-5

EXHIBIT G

CURRENT ADVISORY AGREEMENTS

<Table>
<Caption>
DATE INVESCO BECAME
ADVISOR UNDER CURRENT DATE LAST SUBMITTED TO
NAME OF FUND ADVISORY AGREEMENT A VOTE OF SHAREHOLDERS
- ------------ --------------------- ----------------------

INVESCO Core Equity Fund.......................... May 28, 1999(1) N/A
INVESCO Total Return Fund......................... May 28, 1999(1) N/A
INVESCO Dynamics Fund............................. February 28, 1997 January 31, 1997(2)
INVESCO Small Company Growth Fund................. July 15, 1999(1) N/A
INVESCO Mid-Cap Growth Fund....................... November 30, 2002(1) N/A
INVESCO S&P 500 Index Fund........................ July 15, 1999(1) N/A
INVESCO Treasurer's Money Market Reserve Fund..... February 28, 1997 January 31, 1997(2)
INVESCO Treasurer's Tax-Exempt Reserve Fund....... February 28, 1997 January 31, 1997(2)
INVESCO Advantage Global Health Sciences Fund..... May 15, 2001(1) N/A
INVESCO Energy Fund............................... February 28, 1997 January 31, 1997(2)
INVESCO Financial Services Fund................... February 28, 1997 January 31, 1997(2)
INVESCO Gold & Precious Metals Fund............... February 28, 1997 January 31, 1997(2)
INVESCO Health Sciences Fund...................... February 28, 1997 January 31, 1997(2)
INVESCO Leisure Fund.............................. February 28, 1997 January 31, 1997(2)
INVESCO Technology Fund........................... February 28, 1997 January 31, 1997(2)
INVESCO Utilities Fund............................ February 28, 1997 January 31, 1997(2)
</Table>

- ---------------

(1) The applicable Fund's initial shareholder initially approved the agreement
and such Fund's public shareholders have not subsequently voted on the
agreement.

(2) Shareholders last voted on the agreement on January 31, 1997, for the
purpose of approving a new investment advisory agreement, with the same
parties and on terms substantially identical to the then-existing investment
advisory agreement. Such approval was necessary because the then-existing
investment advisory agreement terminated automatically by operation of law
upon the consummation on February 28, 1997, of the merger of A I M
Management Group Inc. and INVESCO PLC, which at that time was the ultimate
parent company of the applicable Fund's investment advisor.

G-1

EXHIBIT H

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF
A I M ADVISORS, INC.

The following table provides information with respect to the principal
executive officer and the directors of A I M Advisors, Inc. ("AIM"). The
business address of each principal executive officer and director is 11 Greenway
Plaza, Suite 100, Houston, Texas 77046.

<Table>
<Caption>
NAME POSITION WITH AIM PRINCIPAL OCCUPATION
- ---- ----------------- --------------------

Mark H. Williamson.... Director, Chairman and Director, President and Chief Executive
President Officer, A I M Management Group Inc.;
Director, Chairman and President, A I M
Advisors, Inc. (registered investment
advisor); Director, A I M Distributors, Inc.
(registered broker dealer); and Chief
Executive Officer of the AIM Division of
AMVESCAP PLC
Kevin M. Carome....... Director, Senior Vice Director, Senior Vice President, Secretary
President, General Counsel and and General Counsel, A I M Management Group
Secretary Inc.; Vice President, A I M Capital
Management Inc., A I M Distributors, Inc.
and A I M Fund Services, Inc., and Director,
Vice President and General Counsel, Fund
Management Company
Gary T. Crum.......... Director and Senior Vice Chairman, Director and Director of
President Investments, A I M Capital Management, Inc.;
Director and Executive Vice President, A I M
Management Group Inc.; Director, A I M
Distributors, Inc. and AMVESCAP PLC
Dawn M. Hawley........ Director, Senior Vice President Director, Senior Vice President and Chief
and Chief Financial Officer Financial Officer, A I M Management Group
Inc.; Vice President and Treasurer, A I M
Capital Management, Inc. and A I M
Distributors, Inc.; Director, Vice President
and Chief Financial Officer, A I M Fund
Services, Inc.; and Vice President and Chief
Financial Officer, Fund Management Company
</Table>

H-1

EXHIBIT I

COMPENSATION TO INVESCO FUNDS GROUP, INC.

Each Company pays INVESCO Funds Group, Inc., out of the assets of the
applicable Fund, as full compensation for all services rendered, an advisory fee
for such Fund set forth below. Such fee shall be calculated by applying the
following annual rate to the average daily net assets of such Fund for the
calendar year, computed in the manner used for the determination of the net
asset value of shares of such Fund.

<Table>
<Caption>
NET FEES PAID TO FEE WAIVERS OR
TOTAL NET ASSETS INVESCO FUNDS EXPENSE
FOR THE MOST GROUP, INC. FOR THE REIMBURSEMENTS FOR
RECENTLY COMPLETED MOST RECENTLY THE MOST RECENTLY
ANNUAL RATE (BASED ON AVERAGE FISCAL PERIOD OR COMPLETED FISCAL COMPLETED FISCAL
NAME OF COMPANY AND FUND DAILY NET ASSETS) YEAR PERIOD OR YEAR PERIOD OR YEAR
- ------------------------ ----------------------------- ------------------ ------------------- ------------------

INVESCO COMBINATION STOCK &
BONDS FUNDS, INC.
INVESCO Core Equity Fund.... 0.60% of the first $350 $2,555,741,922 $12,777,391 $ 132,953
million; 0.55% of the next
$350 million;
0.50% of the next $1.3
billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next 2 billion;
0.35% of the excess over $8
billion
INVESCO Total Return Fund... 0.75% of the first $500 $ 812,689,869 $ 4,061,668 $2,095,217
million;
0.65% of the next $500
million;
0.50% over $1 billion up to
$2 billion;
0.45% over $2 billion up to
$4 billion;
0.40% over $4 billion up to
$6 billion;
0.375% over $6 billion up to
$8 billion;
0.35% over $8 billion
INVESCO COUNSELOR SERIES
FUNDS, INC.
INVESCO Advantage Global
Health Sciences Fund...... 1.50% of all assets(1) $ 276,419,108 $ 5,576,229 0
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund......... 0.75% of the first $350 $ 251,511,683 $ 2,155,504 $ 25,187
million;
0.65% of the next $350
million;
0.55% of the next $1.3
billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2
billion;
0.35% of the excess over $8
billion
INVESCO Financial Services
Fund...................... 0.75% of the first $350 $ 752,113,843 $ 6,230,824 $ 9,970
million;
0.65% of the next $350
million;
0.55% of the next $1.3
billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2
billion;
0.35% of the excess over $8
billion
</Table>

I-1

INVESCO Gold & Precious
Metals Fund............... 0.75% of the first $350 $ 104,676,450 $ 871,995 $ 431
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO Health Sciences
Fund...................... 0.75% of the first $350 $ 966,953,166 $ 7,255,092 $ 46,227
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO Leisure Fund........ 0.75% of the first $350 $ 656,783,729 $ 4,819,553 $ 213,960
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO Technology Fund..... 0.75% of the first $350 $1,593,475,938 $11,440,472 $ 233,001
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO Utilities Fund...... 0.75% of the first $350 $ 74,058,091 $ 123,034 $ 543,805
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund....... 0.60% of the first $350 $3,773,925,748 $24,338,460 $1,073,896
million; 0.55% of the next
$350 million; 0.50% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.37% of
the next $2 billion; 0.35% of
the excess over $8 billion
INVESCO Mid-Cap Growth
Fund...................... 1.00% of average daily net $ 13,435,007 0 $ 149,818
assets
</Table>

I-2

INVESCO Small Company Growth
Fund...................... 0.75% of the first $350 $ 870,731,905 $ 7,550,462 $ 14,378
million; 0.65% of the next
$350 million; 0.55% of the
next $1.3 billion; 0.45% of
the next $2 billion; 0.40% of
the next $2 billion; 0.375%
of the next $2 billion; 0.35%
of the excess over $8 billion
INVESCO S&P 500 Index
Fund...................... 0.25% of all assets $ 135,915,834 0 $ 503,524
INVESCO TREASURER'S SERIES
FUNDS, INC.
INVESCO Treasurer's Money
Market Reserve Fund....... 0.25% of all assets $ 493,552,747 $ 1,419,873 N/A
INVESCO Treasurer's Tax-
Exempt Reserve Fund....... 0.25% of all assets $ 45,012,930 $ 124,128 N/A
</Table>

- ---------------

(1) As compensation for its services to the Funds, INVESCO Funds Group receives
an investment advisory fee which is accrued daily at the applicable rate and
paid monthly. The fee for Advantage Global Health Sciences Fund is based on
the annual rate of 1.50% (the "Base Fee") of average daily net assets. For
this Fund the Base Fee will be adjusted, on a monthly basis (i) upward at a
rate of 0.20%, on a pro rata basis, for each percentage point that
investment performance of the Class A shares of the Fund exceeds the sum of
2.00% plus the investment record of the Index (the "Index" and the Morgan
Stanley Health Care Product Index for Advantage Global Health Sciences
Fund), or (ii) downward at the rate of 0.20%, on a pro rata basis, for each
percentage point that the investment record of the Index less 2.00% exceeds
the investment performance of the Class A shares of the Fund (the "Fee
Adjustment"). The maximum or minimum Fee Adjustment, if any, will be 1.00%
annually. Therefore, the maximum annual fee payable to INVESCO Funds Group
will be 2.50% of average daily net assets and the minimum annual fee will be
0.50% for Advantage Global Health Sciences Fund. During the first twelve
months of operation, the investment advisory fee was charged at the Base Fee
of 1.50% with no Fee Adjustment for Advantage Global Health Sciences Fund.

I-3

EXHIBIT J

FEES PAID TO INVESCO FUNDS GROUP, INC. AND AFFILIATES IN MOST RECENT FISCAL YEAR

The following chart sets forth the non-advisory fees paid by each Fund
during its most recently completed fiscal year to INVESCO Funds Group, Inc. and
to affiliates of INVESCO Funds Group, Inc.

<Table>
<Caption>
INVESCO INVESCO INVESCO
NAME OF FUND (ADMINISTRATIVE SERVICES)* DISTRIBUTORS, INC.** (TRANSFER AGENCY)
- ------------ -------------------------- -------------------- -----------------

INVESCO Core Equity Fund............... $1,148,535 $5,606,408 $ 5,555,930
INVESCO Total Return Fund.............. $ 402,096 $1,429,081 $ 3,876,792
INVESCO Dynamics Fund.................. $2,474,447 $5,330,237 $22,038,510
INVESCO Small Company Growth Fund...... $ 543,032 $1,250,522 $ 4,970,823
INVESCO Mid-Cap Growth Fund............ $ 14,545 0 $ 29,391
INVESCO S&P 500 Index Fund............. $ 70,123 $ 178,558 $ 393,798
INVESCO Treasurer's Money Market
Reserve Fund......................... 0 0 0
INVESCO Treasurer's Tax-Exempt Reserve
Fund................................. 0 0 0
INVESCO Advantage Global Health
Sciences Fund........................ $ 190,774 0 $ 680,449
INVESCO Energy Fund.................... $ 141,109 $ 334,698 $ 1,421,179
INVESCO Financial Services Fund........ $ 434,701 $1,184,831 $ 3,286,277
INVESCO Gold & Precious Metals Fund.... $ 62,346 $ 193,127 $ 663,698
INVESCO Health Sciences Fund........... $ 521,471 $1,572,014 $ 4,499,468
INVESCO Leisure Fund................... $ 337,249 $ 795,255 $ 3,196,058
INVESCO Technology Fund................ $ 892,715 $1,477,101 $10,338,284
INVESCO Utilities Fund................. $ 50,010 $ 127,069 $ 560,954
</Table>

- ---------------

* Fees paid to INVESCO for administrative services for the prior fiscal year
were paid pursuant to an agreement other than the advisory agreement.

** Net amount received from Rule 12b-1 fees. Excluded are amounts reallowed to
broker-dealers, agents and other service providers.

J-1

EXHIBIT K

ADVISORY FEE SCHEDULES FOR OTHER AIM FUNDS

<Table>
<Caption>
FEE WAIVER,
EXPENSE LIMITATIONS
AND/OR EXPENSE
TOTAL NET ASSETS REIMBURSEMENTS
FOR THE MOST FOR THE MOST
ANNUAL RATE RECENTLY COMPLETED RECENTLY COMPLETED
NAME OF FUND (BASED ON AVERAGE DAILY NET ASSETS) FISCAL PERIOD OR YEAR FISCAL PERIOD OR YEAR
- ------------ ----------------------------------- --------------------- -----------------------

AIM Global Utilities
Fund................... 0.60% of the first $200 million; $157,083,619 Waive 0.02% of advisory
0.50% of the next $300 million; fee on average net
0.40% of the next $500 million; assets
0.30% of the excess over $1 billion
AIM International Core
Equity Fund............ 1.00% $ 90,235,884 N/A
AIM Real Estate Fund..... 0.90% $193,700,806 N/A
AIM V.I. Global Utilities
Fund................... 0.65% of the first $250 million; $ 21,034,499 Waive advisory fees to
0.60% of the excess over $250 extent necessary to
million limit expenses
(excluding Rule 12b-1
plan fees, if any,
interest, taxes,
dividend expense on
short sales,
extraordinary items and
increases in expenses
due to expense offset
arrangements, if any)
of each Series to 1.30%
</Table>

K-1

The following table provides information with respect to the annual
advisory fee rates paid to A I M Advisors, Inc. by certain funds that have a
similar investment objective as INVESCO Advantage Global Health Sciences Fund,
INVESCO Dynamics Fund, INVESCO Energy Fund, INVESCO Financial Services Fund,
INVESCO Gold & Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO
Leisure Fund, INVESCO Mid-Cap Growth Fund, INVESCO Small Company Growth Fund,
INVESCO S&P 500 Index Fund and INVESCO Technology Fund.

<Table>
<Caption>
FEE WAIVER, EXPENSE
TOTAL NET ASSETS FOR LIMITATIONS AND/OR EXPENSE
ANNUAL RATE THE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE DAILY COMPLETED FISCAL MOST RECENTLY COMPLETED
NAME OF FUND NET ASSETS) PERIOD OR YEAR FISCAL PERIOD OR YEAR
- ------------ ----------------------- -------------------- --------------------------

AIM Aggressive Growth Fund........ 0.80% of the first $150 $2,098,074,956 Waive 0.025% on each $5
million; billion increment on net
0.625% of the excess over assets over $5 billion, up
$150 million to a maximum waiver of
0.175% on net assets in
excess of $35 billion
AIM Capital Development Fund...... 0.75% of the first $350 $ 859,038,420 N/A
million;
0.625% of the excess over
$350 million
AIM Charter Fund.................. 1.00% of the first $30 $3,473,400,686 Waive 0.025% on each $5
million; billion increment on net
0.75% over $30 million up assets over $5 billion, up
to and including $150 to a maximum waiver of
million; 0.625% of the 0.175% on net assets in
excess over $150 million excess of $35 billion
AIM Constellation Fund............ 1.00% of the first $30 $7,712,712,838 Waive 0.025% on each $5
million; billion increment on net
0.75% over $30 million up assets over $5 billion, up
to and including $150 to a maximum waiver of
million; 0.625% of the 0.175% on net assets in
excess over $150 million excess of $35 billion
AIM Core Strategies Fund.......... 0.75% of the first $1 $ 799,226 Waive advisory fee and/or
billion; 0.70% over $1 reimburse expenses on
billion up to and Class A, Class B and Class
including $2 billion; C to extent necessary to
0.625% of the excess over limit Total Operating
$2 billion Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.75%
AIM Dent Demographic Trends
Fund............................ 0.85% of the first $2 $ 501,855,692 N/A
billion; 0.80% of the
excess over $2 billion
AIM Emerging Growth Fund.......... 0.85% of the first $1 $ 105,075,644 N/A
billion; 0.80% of the
excess over $1 billion
</Table>

K-2

AIM Large Cap Growth Fund......... 0.75% of the first $1 $ 245,944,356 Waive advisory fee and/or
billion; 0.70% over $1 reimburse expenses on
billion up to and Class A, Class B and Class
including $2 billion; C to extent necessary to
0.625% of the excess over limit Total Operating
$2 billion Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.95%
AIM Mid Cap Growth Fund........... 0.80% of the first $1 $ 138,528,944 N/A
billion; 0.75% of the
excess over $1 billion
AIM U.S. Growth Fund.............. 0.75% of the first $1 $ 976,335 Waive advisory fee and/or
billion; 0.70% over $1 reimburse expenses on
billion up to and Class A, Class B and Class
including $2 billion; C to extent necessary to
0.625% of the excess over limit Total Operating
$2 billion Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.75%
AIM Weingarten Fund............... 1.00% of the first $30 $2,726,296,882 Waive 0.025% on each $5
million; billion increment on net
0.75% over $30 million up assets over $5 billion, up
to and including $350 to a maximum waiver of
million; 0.625% of the 0.175% on net assets in
excess over $350 million excess of $35 billion
AIM Global Value Fund............. 0.85% of the first $1 $ 12,794,786 Waive advisory fee and/or
billion; 0.80% of the reimburse expenses on
excess over $1 billion Class A, Class B and Class
C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.00%
AIM Mid Cap Basic Value Fund...... 0.80% of the first $ 68,393,079 Waive advisory fee and/or
billion; 0.75% over $1 reimburse expenses on
billion up to and Class A, Class B and Class
including $5 billion; C to extent necessary to
0.70% of the excess over limit Total Operating
$5 billion Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.80%
</Table>

K-3

AIM Asia Pacific Growth Fund...... 0.95% of the first $500 $ 88,741,097 Waive advisory fee and/or
million; reimburse expenses on
0.90% of the excess over Class A, Class B and Class
$500 million C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.25%
AIM European Growth Fund.......... 0.95% of the first $500 $ 408,587,558 N/A
million;
0.95% of the excess over
$500 million
AIM Global Aggressive Growth
Fund............................ 0.90% of the first $1 $ 812,560,745 N/A
billion; 0.85% of the
excess over $1 billion
AIM Global Growth Fund............ 0.85% of the first $1 $ 576,920,957 N/A
billion; 0.80% of the
excess over $1 billion
AIM International Growth Fund..... 0.95% of the fist $1 $1,608,825,043 Waive 0.05% of the
billion; 0.90% of the advisory fee on average
excess over $1 billion net assets in excess of
$500 million
AIM European Small Company Fund... 0.95% $ 21,342,399 Waive advisory fee and/or
reimburse expenses on
Class A, Class B and Class
C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.00%
AIM International Emerging Growth
Fund............................ 0.95% $ 16,470,175 Waive advisory fee and/or
reimburse expenses on
Class A, Class B and Class
C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.00%
</Table>

K-4

AIM New Technology Fund........... 1.00% $ 34,819,420 Waive advisory fee and/or
reimburse expenses on
Class A, Class B and Class
C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.00%
AIM Select Equity Fund............ 0.80% of the first $150 $ 497,933,298 N/A
million;
0.625% of the excess over
$150 million
AIM Small Cap Equity Fund......... 0.85% $ 281,390,536 N/A
AIM Premier Equity II Fund........ 0.75% $ 76,141,376 N/A
AIM V.I. Aggressive Growth Fund... 0.80% of first $150 $ 104,046,601 N/A
million; 0.625% of the
excess over $150 million
AIM V.I. Basic Value Fund......... 0.725% of the first $500 $ 202,513,473 Waive advisory fees of
million; Series I and II shares to
0.70% of the next $500 the extent necessary to
million; limit the expenses
0.675% of the next $500 (excluding 12b-1 plan
million; fees, if any, interest,
0.65% in excess of $1.5 taxes, dividend expense on
billion short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any) of each Series to
1.30%
AIM V.I. Capital Appreciation
Fund............................ 0.65% of first $250 $ 786,930,877 N/A
million; 0.60% of the
excess over $250 million
AIM V.I. Capital Development
Fund............................ 0.75% of first $350 $ 84,986,466 N/A
million; 0.625% of the
excess over $350 million
AIM V.I. Core Equity Fund......... 0.65% of first $250 $1,386,999,432 N/A
million; 0.60% of the
excess over $250 million
AIM V.I. Dent Demographic Trends
Fund............................ 0.85% of the first $2 $ 38,244,830 Waive advisory fees of
billion; 0.80% of the Series I and II shares to
excess over $2 billion the extent necessary to
limit the expenses
(excluding 12b-1 plan
fees, if any, interest,
taxes, dividend expense on
short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any) of each Series to
1.30%
</Table>

K-5

AIM V.I. Growth Fund.............. 0.65% of first $250 $ 363,991,901 N/A
million; 0.60% of the
excess over $250 million
AIM V.I. International Growth
Fund............................ 0.75% of first $250 $ 252,330,849 N/A
million; 0.70% of excess
over $250 million
AIM V.I. Mid Cap Core Equity
Fund............................ 0.725% of the firsts $500 $ 69,484,798 Waive advisory fees of
million; Series I and II shares to
0.70% of the next $500 the extent necessary to
million; limit the expenses
0.675% of the next $500 (excluding 12b-1 plan
million; fees, if any, interest,
0.65% in excess of $1.5 taxes, dividend expense on
billion short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any) of each Series to
1.30%
AIM V.I. New Technology Fund...... 1.00% $ 14,647,745 Waive advisory fees of
Series I and II shares to
the extent necessary to
limit the expenses
(excluding 12b-1 plan
fees, if any, interest,
taxes, dividend expense on
short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any) of each Series to
1.30%
AIM Summit Fund................... 1.00% of the first $10 $1,455,914,877 N/A
million;
0.75% of the next $140
million;
0.625% in excess of $150
million
AIM Opportunities I Fund.......... Base fee of 1.00%; $ 313,489,899 N/A
maximum annual performance
adjustment of +/-0.75%
AIM Opportunities II Fund......... Base fee of 1.50%; $ 195,743,587 N/A
maximum annual performance
adjustment of +/- 1.00%
AIM Opportunities III Fund........ Base fee of 1.50%; $ 197,568,312 N/A
maximum annual performance
adjustment of +/- 1.00%
AIM Basic Value Fund.............. 0.725% of first $500 $4,554,929,266 Waive advisory fees at the
million; 0.70% of next annual rate of 0.025% for
$500 million; 0.675% of each $5 billion increment,
next $500 million; 0.65% up to a maximum waiver of
of excess over $1.5 0.175% on net assets in
billion excess of $35 billion
</Table>

K-6

AIM Basic Value II Fund........... 0.75% of first $1 billion; $ 913,123 Waive advisory fee and/or
0.70% of next $1 billion; reimburse expenses on
0.65% of excess over $2 Class A, Class B and Class
billion C to extent necessary to
limit Total Operating
Expenses (excluding
interest, taxes, dividends
on short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.75%
AIM Mid Cap Core Equity Fund...... 0.725% on first $500 $1,741,929,034 N/A
million; 0.70% on next
$500 million; 0.675% on
next $500 million; 0.65%
on excess over $1.5
billion
AIM Small Cap Growth Fund......... 0.725% on first $500 $ 989,137,111 N/A
million; 0.70% on next
$500 million; 0.675% on
next $500 million; 0.65%
of excess over $1.5
billion
AIM Global Financial Services
Fund............................ 0.975% on first $500 $ 226,268,642 N/A
million; 0.95% on next
$500 million; 0.925% on
next $500 million; 0.90%
of excess over $1.5
billion
AIM Global Health Care Fund....... 0.975% on first $500 $ 767,768,706 N/A
million; 0.95% on next
$500 million; 0.925% on
next $500 million; 0.90%
of excess over $1.5
billion
AIM Global Energy Fund............ 0.975% on first $500 $ 29,897,155 Expense
million; 0.95% on next limitation -- Limit Total
$500 million; 0.925% on Annual Operating Expenses
next $500 million; 0.90% (excluding interest,
of excess over $1.5 taxes, dividend expense on
billion short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any): Class A, 2.00%
Class B, 2.50%
Class C, 2.50%
AIM Global Science and Technology
Fund............................ 0.975% on first $500 $ 398,857,248 Expense
million; 0.95% on next limitation -- Limit Total
$500 million; 0.925% on Annual Operating Expenses
next $500 million; 0.90% (excluding interest,
of excess over $1.5 taxes, dividend expense on
billion short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any): Class A, 2.00%
Class B, 2.50%
Class C, 2.50%
</Table>

K-7

AIM Libra Fund.................... 0.85% of first $1 billion; $ 5,304,209* Expense
0.80% of excess over $1 limitation -- Limit Total
billion Annual Operating Expenses
(excluding interest,
taxes, dividend expense on
short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any): Class A, 1.80%
Class B, 2.45%
Class C, 2.45%
AIM Global Trends Fund............ 0.975% on first $500 $ 126,915,517 Expense
million; 0.95% on next limitation -- Limit Total
$500 million; 0.925% on Annual Operating Expenses
next $500 million; 0.90% (excluding interest,
of excess over $1.5 taxes, dividend expense on
billion short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any): Class A, 2.00%
Class B, 2.50%
Class C, 2.50%
</Table>

- ---------------

* As of semi-annual report, 4/30/03.

AIM Basic Balanced Fund........... 0.65% of the first $1 $ 95,737,649 Waive advisory fee and/or
billion; 0.60% over $1 reimburse expenses on
billion up to and Class A, Class B and Class
including $5 billion; C to extent necessary to
0.55% of the excess over limit Total Operating
$5 billion Expenses (excluding
interests, taxes, dividend
son short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.50%
AIM Blue Chip Fund................ 0.75% of the first $350 $2,903,854,053 Waive 0.025% of advisory
million; fee on each $5 billion
0.625% of the excess over increment on net assets in
$350 million excess of $5 billion up to
a maximum waiver of 0.175%
on net assets in excess of
$35 billion
</Table>

K-8

AIM Developing Markets Fund....... 0.975% of the first $500 $ 157,833,643 Waive advisory fee and
million; reimburse expenses on
0.95% over $500 million up Class A, Class B and Class
to and including $1 C to extent necessary to
billion; limit Total Operating
0.925% over $1 billion up Expenses (excluding
to and including $1.5 interests, taxes, dividend
billion; son short sales,
0.90% of the excess over extraordinary items and
$1.5 billion increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 2.00%
AIM Diversified Dividend Fund..... 0.75% of the first $1 $ 16,049,354 Waive advisory fee and/or
billion; reimburse expenses on
0.70% over $1 billion up Class A, Class B and Class
to and including $2 C to extent necessary to
billion; limit Total Operating
0.625% of the excess over Expenses (excluding
$2 billion interests, taxes, dividend
son short sales,
extraordinary items and
increases in expenses due
to expense offset
arrangements, if any) of
Class A shares to 1.75%
AIM Large Cap Basic Value Fund.... 0.60% of the first $1 $ 180,146,221 N/A
billion;
0.575% over $1 billion up
to and including $2
billion;
0.55% of the excess over
$2 billion
AIM Premier Equity Fund........... 0.80% of the first $150 $9,364,213,634 Waive 0.025% of advisory
million; fee on each $5 billion
0.625% of the excess over increment on net assets in
$150 million excess of $5 billion up to
a maximum waiver of 0.175%
on net assets in excess of
$35 billion
AIM V.I. Blue Chip Fund........... 0.75% of the first $350 $ 65,762,832 Waive advisory fees of
million; Series I and II shares to
0.625% of the excess over the extent necessary to
$350 million limit the expenses
(excluding 12b-1 plan
fees, if any, interest,
taxes, dividend expense on
short sales, extraordinary
items and increases in
expenses due to expense
offset arrangements, if
any) of each Series to
1.30%
AIM V.I. Premier Equity Fund...... 0.65% of the first $250 $1,530,358,905 N/A
million;
0.60% of the excess over
$250 million
</Table>

K-9

AIM V.I. Money Market Fund........ 0.40% of the first $250 $ 127,367,060 N/A
million;
0.35% of the excess over
$250 million
Liquid Assets Portfolio........... 0.15% $37,318,945,505 Waive 0.075% of advisory
fee on average net assets
Prime Portfolio................... 0.15% $ 7,941,409,852 Waive 0.075% of advisory
fee on average net assets
Government & Agency Portfolio..... 0.10% $ 2,802,914,062 Limit Total Operating
Expenses (excluding Rule
12b-1 distribution plan
fees, if any, interest
expense, taxes and
extraordinary items and
indirect expenses
resulting from expense
offset arrangements, if
any,) to 0.12%
Treasury Portfolio................ 0.15% $ 8,109,819,658 Waive 0.075% of advisory
fee on average net assets
Government TaxAdvantage
Portfolio....................... 0.20% of the first $250 $ 234,741,982 Limit Total Operating
million; Expenses (excluding Rule
0.15% over $250 million up 12b-1 distribution plan
to and including $500 fees, if any, interest
million; expense, taxes and
0.10% of the excess over extraordinary items and
$500 million indirect expenses
resulting from expense
offset arrangements, if
any,) to 0.13%
AIM Money Market Fund............. 0.55% of the first $1 $ 1,958,803,442 N/A
billion;
0.50% of the excess over
$1 billion
</Table>

AIM Tax-Exempt Cash Fund.......... 0.35% $ 66,342,058 N/A
AIM Tax-Free Intermediate Fund.... 0.30% of the first $500 $ 568,999,163 N/A
million;
0.25% of the next $500
million;
0.20% over $1 billion
Cash Reserve Portfolio............ 0.25% of the first $500 $2,456,561,889 Limit Total Operating
million; Expenses (excluding Rule
0.20% over $500 million 12b-1 distribution plan
fees, if any, interest,
taxes, director's fees,
federal registration fees,
extraordinary items and
indirect expenses
resulting from expense
offset arrangements, if
any) to 0.22%
</Table>

K-10

EXHIBIT L

PROPOSED COMPENSATION TO A I M ADVISORS, INC.

The following table provides information with respect to the annual
advisory fee rates proposed to be paid to A I M Advisors, Inc. by each Fund
under the proposed advisory agreement.

<Table>
<Caption>
NAME OF COMPANY AND FUND ANNUAL RATE (BASED ON AVERAGE DAILY NET ASSETS)
- ------------------------ -----------------------------------------------

INVESCO COMBINATION STOCK & BONDS FUNDS, INC.
INVESCO Core Equity Fund..................... 0.60% of the first $350 million;
0.55% of the next $350 million;
0.50% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next 2 billion;
0.35% of the excess over $8 billion
INVESCO Total Return Fund.................... 0.75% of the first $500 million;
0.65% of the next $500 million;
0.50% over $1 billion up to $2 billion;
0.45% over $2 billion up to $4 billion;
0.40% over $4 billion up to $6 billion;
0.375% over $6 billion up to $8 billion;
0.35% over $8 billion
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Global Health Sciences
Fund....................................... 1.50% of all assets(1)
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund.......................... 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO Financial Services Fund.............. 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO Gold & Precious Metals Fund.......... 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
</Table>

L-1

<Table>
<Caption>
NAME OF COMPANY AND FUND ANNUAL RATE (BASED ON AVERAGE DAILY NET ASSETS)
- ------------------------ -----------------------------------------------

INVESCO Health Sciences Fund................. 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO Leisure Fund......................... 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO Technology Fund...................... 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO Utilities Fund....................... 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund........................ 0.60% of the first $350 million;
0.55% of the next $350 million;
0.50% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.37% of the next $2 billion 0.35% of the
excess over $8 billion
INVESCO Mid Cap Growth Fund.................. 1.00 of average daily net asset
INVESCO Small Company Growth Fund............ 0.75% of the first $350 million;
0.65% of the next $350 million;
0.55% of the next $1.3 billion;
0.45% of the next $2 billion;
0.40% of the next $2 billion;
0.375% of the next $2 billion;
0.35% of the excess over $8 billion
INVESCO S&P 500 Index Fund................... 0.25% of all assets
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Money Market Reserve
Fund....................................... 0.25% of all assets
INVESCO Treasurer's Tax-Exempt Reserve Fund.. 0.25% of all assets
</Table>

- ---------------

L-2

net assets. For this Fund the Base Fee will be adjusted, on a monthly basis
(i) upward at a rate of 0.20%, on a pro rata basis, for each percentage
point that investment performance of the Class A shares of the Fund exceeds
the sum of 2.00% plus the investment record of the Index (the "Index" and
the Morgan Stanley Health Care Product Index for Advantage Health Sciences
Fund), or (ii) downward at the rate of 0.20%, on a pro rata basis, for each
percentage point that the investment record of the Index less 2.00% exceeds
the investment performance of the Class A shares of the Fund (the "Fee
Adjustment"). The maximum or minimum Fee Adjustment, if any, will be 1.00%
annually. Therefore, the maximum annual fee payable to INVESCO Funds Group
will be 2.50% of average daily net assets and the minimum annual fee will be
0.50% for Advantage Global Health Sciences Fund. During the first twelve
months of operation, the investment advisory fee was charged at the Base Fee
of 1.50% with no Fee Adjustment for Advantage Health Sciences Fund.

L-3

EXHIBIT M

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF
INVESCO INSTITUTIONAL (N.A.), INC.

The following table provides information with respect to the principal
executive officer and the directors of INVESCO Institutional (N.A.), Inc.
("INVESCO Institutional"). The business address of the principal executive
officer and directors of INVESCO Institutional is One Midtown Plaza, 1360
Peachtree Street, NE, Atlanta, Georgia, 30309.

<Table>
<Caption>
NAME POSITION WITH INVESCO INSTITUTIONAL PRINCIPAL OCCUPATION
- ---- ----------------------------------- --------------------

John D. Rogers............... Director, Chairman, President and Chief Executive Officer,
Chief Executive Officer AMVESCAP PLC -- INVESCO
Division
David A. Hartley............. Director and Chief Financial Chief Financial Officer,
Officer INVESCO Division
</Table>

M-1

EXHIBIT N

PROPOSED COMPENSATION TO INVESCO INSTITUTIONAL (N.A.), INC.

AIM proposes to pay INVESCO Institutional (N.A.), Inc., as full
compensation for all investment advisory services rendered to your Fund, a
sub-advisory fee. Such fee shall be computed daily and paid monthly, at the rate
of 40% of AIM's compensation on the sub-advised assets per year, on or before
the last day of the next succeeding calendar month.

N-1

EXHIBIT O

ADVISORY FEE SCHEDULES FOR OTHER INVESCO INSTITUTIONAL (N.A.), INC.
ADVISED TYPES OF ACCOUNTS

The following table provides information with respect to the annual
advisory fee rates paid to INVESCO Institutional (N.A.), Inc. by certain types
of accounts that have a similar investment objective as INVESCO Core Equity
Fund, INVESCO Advantage Global Health Sciences Fund, INVESCO Dynamics Fund,
INVESCO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold & Precious
Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund, INVESCO Mid-Cap
Growth Fund, INVESCO S&P 500 Index Fund, INVESCO Technology Fund, INVESCO Total
Return Fund and INVESCO Utilities Fund.

<Table>

INVESCO Capital Management Group ("ICM")........ The fees for investment advisory services offered
by this Group vary, with all fees being negotiable
beyond the minimum fee of $50,000. The following is
a representative fee schedule for ICM's services
for equity or balanced account management: 0.75% on
the first $10 million dollars of assets under
management; 0.50% on the next $10 million; and
0.25% thereafter. Break points in pricing are
offered as the total amount of assets under
management increases.
INVESCO National Asset Management ("NAM")....... NAM Division's basic annual fee is as follows: For
Core Multiple Attribute Equity, Growth Multiple
Attribute Equity, and Premier Growth Multiple
Attribute Equity accounts, .75 of 1% of the market
value of assets up to $10 million, .50 of 1% of the
market value of assets on the next $40 million, .40
of 1% of the market value of assets on the next $50
million, and .25 of 1% of the market value of
assets above $100 million. For Mid Cap Multiple
Attribute Equity and Growth Mid Cap Multiple
Attribute Equity accounts, .85 of 1% of the market
value of assets up to $10 million, .60 of 1% of the
market value of assets on the next $40 million, .50
of 1% of the market value of assets on the next $50
million, and .35 of 1% of the market value of
assets above $100 million. For balances accounts,
.65 of 1% of the market value of assets up to $10
million, .40 of 1% of the market value of assets on
the next $40 million, .30 of 1% of the market value
of assets on the next $50 million, and .20 of 1% of
the market value of assets above $100 million. The
NAM Division reserves the right to negotiate fees
from the above schedules.
The NAM Groups serves as an adviser or sub-adviser
to mutual funds. The fees for such services are
negotiated separately.
</Table>

O-1

<Table>

INVESCO Structured Products STRUCTURED EQUITY ENHANCED INDEX
Group ("SPG")............. 0.60% on the first $25,000,000 0.30% on the first $25,000,000
0.45% on the next $25,000,000 0.25% on the next $50,000,000
0.35% on the next $50,000,000 0.20% on the next $125,000,000
0.25% on the next $300,000,000 0.10% on the next $300,000,000
0.10% thereafter 0.05% thereafter
MARKET NEUTRAL (BASE FEE): TAA
0.30% on the first $50,000,000 0.75% on the first $10,000,000
0.20% on the next $100,000,000 0.50% on the next $25,000,000
0.10% thereafter 0.35% on the next $65,000,000
MARKET NEUTRAL (PERFORMANCE FEE): 0.30% on the next $150,000,000
Hurdle agreed upon benchmark 0.20% on the next $300,000,000
Percent Profit Share 20% 0.10% on the next $450,000,000
0.05% thereafter
</Table>

FEE COMPUTATION AND RELATED MATTERS

Fees may be negotiated on a basis that differs from the schedules above, if
circumstances warrant. Such circumstances may include, without limitation,
specialized guidelines for the products listed in the basic fee schedule,
performance fee arrangements entered into with a particular client (consistent
with the requirements of applicable law, including the Investment Advisers Act
of 1940, as amended, and ERISA), clients with multiple accounts or relationships
with Registrant and its affiliates, off-shore relationships, and account size.
Fee schedules for the SPG products for institutional accounts are typically
negotiated individually with institutional clients.

<Table>

INVESCO Multiple Asset Strategies Group
("MAS")....................................... Fees for the Global Balanced product family vary
depending on mandate complexity. All fees are
negotiable above a minimum fee of $150,000. The
following is a representative fee schedule for MAS
services: 0.80% on the first $25 million of assets
under management; 0.60% on the next $25 million;
0.50% on the next $50 million; and negotiable
thereafter. The group also negotiates
performance-based fees.
</Table>

O-2

APPENDIX I

[REGISTRANT]

MASTER INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made this day of , 200 , by and between
[Registrant], a Delaware statutory trust (the "Trust") with respect to its
series of shares shown on the Appendix A attached hereto, as the same may be
amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the
"Advisor").

RECITALS

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company;

WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;

WHEREAS, the Trust's Agreement and Declaration of Trust (the "Declaration
of Trust") authorizes the Board of Trustees of the Trust (the "Board of
Trustees") to create separate series of shares of beneficial interest of the
Trust, and as of the date of this Agreement, the Board of Trustees has created
separate series portfolios (such portfolios and any other portfolios hereafter
added to the Trust being referred to collectively herein as the "Funds"); and

WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1. Advisory Services. The Advisor shall act as investment advisor for the
Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.

2. Investment Analysis and Implementation. In carrying out its
obligations under Section 1 hereof, the Advisor shall:

(a) supervise all aspects of the operations of the Funds;

(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Funds,
and whether concerning the individual issuers whose securities are included
in the assets of the Funds or the activities in which such issuers engage,
or with respect to securities which the Advisor considers desirable for
inclusion in the Funds' assets;

(c) determine which issuers and securities shall be represented in the
Funds' investment portfolios and regularly report thereon to the Board of
Trustees;

(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees; and

(e) take, on behalf of the Trust and the Funds, all actions which
appear to the Trust and the Funds necessary to carry into effect such
purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase and
sale of securities for the Funds.

I-1

3. Securities Lending Duties and Fees. The Advisor agrees to provide the
following services in connection with the securities lending activities of each
Fund: (a) oversee participation in the securities lending program to ensure
compliance with all applicable regulatory and investment guidelines; (b) assist
the securities lending agent or principal (the "Agent") in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that
securities loans are effected in accordance with the Advisor's instructions and
with procedures adopted by the Board of Trustees; (d) prepare appropriate
periodic reports for, and seek appropriate approvals from, the Board of Trustees
with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.

As compensation for such services provided by the Advisor in connection
with securities lending activities of each Fund, a lending Fund shall pay the
Advisor a fee equal to 25% of the net monthly interest or fee income retained or
paid to the Fund from such activities.

4. Delegation of Responsibilities. The Advisor is authorized to delegate
any or all of its rights, duties and obligations under this Agreement to one or
more sub-advisors, and may enter into agreements with sub-advisors, and may
replace any such sub-advisors from time to time in its discretion, in accordance
with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as
such statutes, rules and regulations are amended from time to time or are
interpreted from time to time by the staff of the Securities and Exchange
Commission ("SEC"), and if applicable, exemptive orders or similar relief
granted by the SEC and upon receipt of approval of such sub-advisors by the
Board of Trustees and by shareholders (unless any such approval is not required
by such statutes, rules, regulations, interpretations, orders or similar
relief).

5. Independent Contractors. The Advisor and any sub-advisors shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.

6. Control by Board of Trustees. Any investment program undertaken by the
Advisor pursuant to this Agreement, as well as any other activities undertaken
by the Advisor on behalf of the Funds, shall at all times be subject to any
directives of the Board of Trustees.

7. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and the Advisers Act and
any rules and regulations adopted thereunder;

(b) the provisions of the registration statement of the Trust, as the
same may be amended from time to time under the Securities Act of 1933 and
the 1940 Act;

(d) the provisions of the by-laws of the Trust, as the same may be
amended from time to time; and

(e) any other applicable provisions of state, federal or foreign law.

8. Broker-Dealer Relationships. The Advisor is responsible for decisions
to buy and sell securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates.

(a) The Advisor's primary consideration in effecting a security
transaction will be to obtain the best execution.

(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration: the
best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in executing
the order; and the value of the expected contribution of the broker-dealer
to the investment performance of the Funds on a continuing basis.
Accordingly, the price to the Funds in any transaction may be less
favorable than

I-2

that available from another broker-dealer if the difference is reasonably
justified by other aspects of the fund execution services offered.

(c) Subject to such policies as the Board of Trustees may from time to
time determine, the Advisor shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Funds to pay a broker or dealer that
provides brokerage and research services to the Advisor an amount of
commission for effecting a fund investment transaction in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction, if the Advisor determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed
in terms of either that particular transaction or the Advisor's overall
responsibilities with respect to a particular Fund, other Funds of the
Trust, and to other clients of the Advisor as to which the Advisor
exercises investment discretion. The Advisor is further authorized to
allocate the orders placed by it on behalf of the Funds to such brokers and
dealers who also provide research or statistical material, or other
services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor shall
determine and the Advisor will report on said allocations regularly to the
Board of Trustees indicating the brokers to whom such allocations have been
made and the basis therefor.

(d) With respect to one or more Funds, to the extent the Advisor does
not delegate trading responsibility to one or more sub-advisors, in making
decisions regarding broker-dealer relationships, the Advisor may take into
consideration the recommendations of any sub-advisor appointed to provide
investment research or advisory services in connection with the Funds, and
may take into consideration any research services provided to such
sub-advisor by broker-dealers.

(e) Subject to the other provisions of this Section 8, the 1940 Act,
the Securities Exchange Act of 1934, and rules and regulations thereunder,
as such statutes, rules and regulations are amended from time to time or
are interpreted from time to time by the staff of the SEC, any exemptive
orders issued by the SEC, and any other applicable provisions of law, the
Advisor may select brokers or dealers with which it or the Funds are
affiliated.

9. Compensation. The compensation that each Fund shall pay the Advisor is
set forth in Appendix B attached hereto.

10. Expenses of the Funds. All of the ordinary business expenses incurred
in the operations of the Funds and the offering of their shares shall be borne
by the Funds unless specifically provided otherwise in this Agreement. These
expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, accounting, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses relating to
trustees and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by the
Trust on behalf of the Funds in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and statements of
additional information distributed to the Funds' shareholders.

11. Services to Other Companies or Accounts. The Trust understands that
the Advisor now acts, will continue to act and may act in the future as
investment manager or advisor to fiduciary and other managed accounts, and as
investment manager or advisor to other investment companies, including any
offshore entities, or accounts, and the Trust has no objection to the Advisor so
acting, provided that whenever the Trust and one or more other investment
companies or accounts managed or advised by the Advisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each company and account.
The Trust recognizes that in some cases this procedure may adversely affect the
size of the positions obtainable and the prices realized for the Funds.

I-3

12. Non-Exclusivity. The Trust understands that the persons employed by
the Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the Advisor
or any affiliate of the Advisor to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. The Trust
further understands and agrees that officers or directors of the Advisor may
serve as officers or trustees of the Trust, and that officers or trustees of the
Trust may serve as officers or directors of the Advisor to the extent permitted
by law; and that the officers and directors of the Advisor are not prohibited
from engaging in any other business activity or from rendering services to any
other person, or from serving as partners, officers, directors or trustees of
any other firm or trust, including other investment advisory companies.

13. Effective Date, Term and Approval. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached hereto.
If so approved, this Agreement shall thereafter continue in force and effect
until , 200 , and may be continued from year to year thereafter,
provided that the continuation of the Agreement is specifically approved at
least annually:

(a) (i) by the Board of Trustees or (ii) by the vote of "a majority of
the outstanding voting securities" of such Fund (as defined in Section
2(a)(42) of the 1940 Act); and

(b) by the affirmative vote of a majority of the trustees who are not
parties to this Agreement or "interested persons" (as defined in the 1940
Act) of a party to this Agreement (other than as trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.

14. Termination. This Agreement may be terminated as to the Trust or as
to any one or more of the Funds at any time, without the payment of any penalty,
by vote of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the applicable Fund, or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.

15. Amendment. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.

16. Liability of Advisor and Fund. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Trust or to the
Funds or to any shareholder of the Funds for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security. Any liability of
the Advisor to one Fund shall not automatically impart liability on the part of
the Advisor to any other Fund. No Fund shall be liable for the obligations of
any other Fund.

17. Liability of Shareholders. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Trust individually but are binding
only upon the assets and property of the Trust and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.

18. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice. Until further notice to the other party, it is agreed
that the address of the Trust and that of the Advisor shall be 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173.

19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the

I-4

Advisers Act shall be resolved by reference to such term or provision of the
1940 Act or the Advisers Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to said Acts.
In addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Agreement is revised by rule, regulation
or order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order. Subject to the foregoing, this Agreement shall
be governed by and construed in accordance with the laws (without reference to
conflicts of law provisions) of the State of Texas.

20. License Agreement. The Trust shall have the non-exclusive right to
use the name "AIM" to designate any current or future series of shares only so
long as A I M Advisors, Inc. serves as investment manager or advisor to the
Trust with respect to such series of shares.

I-5

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

[REGISTRANT]
(a Delaware statutory trust)
Attest:

<Table>

- ----------------------------------------- By: ----------------------------------------------------
Assistant Secretary
President
(SEAL)

Attest:
A I M ADVISORS, INC.

- -----------------------------------------
By: ----------------------------------------------------
Assistant Secretary
President
(SEAL)
</Table>

I-6

APPENDIX A
FUNDS AND EFFECTIVE DATES

<Table>
<Caption>
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
- ------------ ------------------------------------

[To Be Added] [To Be Added]
</Table>

A-1

APPENDIX B
COMPENSATION TO THE ADVISOR

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

[To Be Added -- Please see Exhibit L for the annual rates applicable to
your Fund]

B-1

APPENDIX II

[REGISTRANT]

MASTER INVESTMENT ADVISORY AGREEMENT

RECITALS

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company;

WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;

WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

2. Investment Analysis and Implementation. In carrying out its
obligations under Section 1 hereof, the Advisor shall:

(a) supervise all aspects of the operations of the Funds;

(c) determine which issuers and securities shall be represented in the
Funds' investment portfolios and regularly report thereon to the Board of
Trustees;

(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees; and

II-1

7. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and the Advisers Act and
any rules and regulations adopted thereunder;

(b) the provisions of the registration statement of the Trust, as the
same may be amended from time to time under the Securities Act of 1933 and
the 1940 Act;

(d) the provisions of the by-laws of the Trust, as the same may be
amended from time to time; and

(e) any other applicable provisions of state, federal or foreign law.

8. Broker-Dealer Relationships. The Advisor is responsible for decisions
to buy and sell securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates.

(a) The Advisor's primary consideration in effecting a security
transaction will be to obtain the best execution.

II-2

that available from another broker-dealer if the difference is reasonably
justified by other aspects of the fund execution services offered.

9. Compensation. The compensation that each Fund shall pay the Advisor is
set forth in Appendix B attached hereto.

10. Allocation of Costs and Expenses.

(a) The Advisor hereby agrees that it shall pay on behalf of the Trust
and the Funds all of the expenses incurred by the Trust and the Funds, as
applicable, in connection with their operations except for such transfer
agency, subaccounting, recordkeeping, and administrative services which are
to be provided by the Advisor or an affiliate of the Advisor under separate
transfer agency and administrative services agreements between the Fund and
the Advisor or affiliate, as applicable, which are or have been approved by
the Board of Trustees, including all of the independent trustees. At the
Trust's request the Advisor shall also furnish to the Trust, at the expense
of the Advisor, such competent executive, statistical, administrative,
internal accounting and clerical services as may be required in the
judgment of the Board of Trustees. These services will include, among other
things, the maintenance (but not preparation) of the Trust's accounts and
records, and the preparation (apart from legal and accounting costs) of all
requisite corporate documents such as tax returns and reports to the SEC
and Trust shareholders. The Advisor also will furnish, at the Advisor's
expense, such office space, equipment and facilities as may be reasonably
requested by the Trust from time to time. Without limiting the generality
of the foregoing, such costs and expenses payable by the Advisor include
the following, unless the Board of Trustees approves any of the following
costs and expenses being paid directly by the Funds:

(1) the fees, charges and expenses of any independent public
accountants, custodian, depository, dividend disbursing agent, dividend
reinvestment agent, independent pricing services and legal counsel for
the Trust or for any Fund;

II-3

(2) the taxes, including franchise, income, issue, transfer,
business license, and other corporate fees payable by the Trust or any
Fund to Federal, state, county, city, or other governmental agents;

(3) the fees and expenses involved in maintaining the registration
and qualification of the Trust and of its shares under laws administered
by the SEC or under other applicable regulatory requirements, including
the preparation and printing of prospectuses and statements of
additional information;

(4) the compensation and expenses of the trustees of the Trust;

(5) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices,
prospectuses, statements of additional information and other
communications to the Trust's shareholders, as well as all expenses of
shareholders' meetings and trustees' meetings;

(6) all costs, fees or other expenses arising in connection with
the organization and filing of the Trust's Certificate of Trust
including its initial registration and qualification under the 1940 Act
and under the Securities Act of 1933, as amended, the initial
determination of its tax status and any rulings obtained for this
purpose, the initial registration and qualification of its securities
under the laws of any State and the approval of the Trust's operations
by any other Federal or State authority;

(7) the expenses of repurchasing and redeeming shares of the Trust;

(8) insurance premiums;

(9) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Trust and any Fund; and

(10) premiums for the fidelity bond maintained by the Trust
pursuant to Section 17(g) of the 1940 Act and rules promulgated
thereunder.

Interest, taxes and extraordinary items such as litigation costs are not
deemed expenses for purposes of this paragraph and shall be borne by the Trust
or such Fund in any event. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and shall not be deemed
to be expenses for purposes of this paragraph.

(b) Except to the extent required by law to be paid by the Advisor,
the Trust shall pay the following costs and expenses:

(1) all brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Trust or any Fund in connection with securities
transactions to which the Trust or any Fund is a party or in connection
with securities owned by the Trust or any Fund; and

(2) the interest on indebtedness, if any, incurred by the Trust or
any Fund.

service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Advisor or any affiliate of the Advisor to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature. The Trust further understands and agrees that officers
or directors of the Advisor may serve as officers or trustees of the Trust, and
that officers or trustees of the Trust may serve as officers or directors of the
Advisor to the extent permitted by law; and that the officers and directors of
the Advisor are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors or trustees of any other firm or trust, including other
investment advisory companies.

(a) (i) by the Board of Trustees or (ii) by the vote of "a majority of
the outstanding voting securities" of such Fund (as defined in Section
2(a)(42) of the 1940 Act); and

15. Amendment. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.

19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisers Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisers Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of any controlling

II-5

decision of any such court, by rules, regulations or orders of the SEC issued
pursuant to said Acts. In addition, where the effect of a requirement of the
1940 Act or the Advisers Act reflected in any provision of the Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. Subject to the
foregoing, this Agreement shall be governed by and construed in accordance with
the laws (without reference to conflicts of law provisions) of the State of
Texas.

II-6

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

[REGISTRANT]
(a Delaware statutory trust)
Attest:

<Table>

- ----------------------------------------- By: ----------------------------------------------------
Assistant Secretary
President
(SEAL)

Attest:
A I M ADVISORS, INC.

- -----------------------------------------
By: ----------------------------------------------------
Assistant Secretary
President
(SEAL)
</Table>

II-7

APPENDIX A
FUNDS AND EFFECTIVE DATES

<Table>
<Caption>
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
- ------------ ------------------------------------

[To Be Added] [To Be Added]
</Table>

A-1

APPENDIX B
COMPENSATION TO THE ADVISOR

[To Be Added -- Please see Exhibit L for the annual rates applicable to
your Fund]

B-1

APPENDIX III

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

This contract is made as of , 200 , between A I M Advisors, Inc.
hereinafter "Adviser," 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and
[INVESCO Institutional (N.A.), Inc.] hereinafter "Sub-Adviser," 1360 Peachtree
Street, N.E., Suite 100 Atlanta, Georgia 30309.

WHEREAS:

A) Adviser has entered into an investment advisory agreement with
[Registrant] (hereinafter "Trust"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), with respect to the funds set forth in Exhibit A
attached hereto (each a "Fund");

B) Sub-Adviser represents that it is licensed under the Investment Advisers
Act of 1940 ("Advisers Act") as an investment adviser and engages in the
business of acting as an investment adviser;

C) Adviser is authorized to delegate certain, any or all of its rights,
duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with Adviser.

NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. Adviser hereby appoints Sub-Adviser as Sub-Adviser of
each Fund for the period and on the terms set forth herein. Sub-Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided.

2. Duties as Sub-Adviser.

(a) Subject to the supervision of the Trust's Board of Trustees ("Board")
and Adviser, the Sub-Adviser will provide a continuous investment program for
each Fund, including investment research and management, with respect to all or
a portion of the securities and investments and cash equivalents of the Fund
(the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the
Adviser. The Sub-Adviser will determine from time to time what securities and
other investments will be purchased, retained or sold with respect to the
Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades
will be executed.

(b) The Sub-Adviser agrees that, in placing orders with brokers and
dealers, it will attempt to obtain the best net result in terms of price and
execution. Consistent with this obligation, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities from and to brokers and
dealers who sell shares of the Funds or provide the Funds, Adviser's other
clients, or Sub-Adviser's other clients with research, analysis, advice and
similar services. The Sub-Adviser may pay to brokers and dealers, in return for
such research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, subject to the Sub-Adviser determining in good faith
that such commission or spread is reasonable in terms either of the particular
transaction or of the overall responsibility of the Adviser and the Sub-Adviser
to the Funds and their other clients and that the total commissions or spreads
paid by each Fund will be reasonable in relation to the benefits to the Fund
over the long term. In no instance will portfolio securities be purchased from
or sold to the Sub-Adviser, or any affiliated person thereof, except in
accordance with the applicable securities laws and the rules and regulations
thereunder and any exemptive orders currently in effect. Whenever the
Sub-Adviser simultaneously places orders to purchase or sell the same security
on behalf of a Fund and one or more other accounts advised by the Sub-Adviser,
such orders will be allocated as to price and amount among all such accounts in
a manner believed to be equitable to each account.

(c) The Sub-Adviser will maintain all required books and records with
respect to the securities transactions of the Funds, and will furnish the Board
and Adviser with such periodic and special reports as
III-1

the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all
records which it maintains for the Adviser are the property of the Adviser, and
agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Adviser and which are required to be maintained, and
further agrees to surrender promptly to the Adviser any records which it
maintains for the Adviser upon request by the Adviser.

3. Further Duties. In all matters relating to the performance of this
Contract, Sub-Adviser will act in conformity with the Agreement and Declaration
of Trust, By-Laws and Registration Statement of the Trust and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules, regulations, exemptive orders and no-action
positions thereunder, and all other applicable laws and regulations. Sub-Adviser
shall maintain compliance procedures for the Funds that it and the Adviser
reasonably believe are adequate to ensure compliance with the 1940 Act and the
investment objective(s) and policies as stated in the prospectuses and
statements of additional information.

4. Services Not Exclusive. The services furnished by Sub-Adviser
hereunder are not to be deemed exclusive and Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of Sub-Adviser, who may also be a
Trustee, officer or employee of the Trust, to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.

5. Compensation.

(a) For the services provided to a Fund under this Contract, Adviser will
pay Sub-Adviser a fee, computed daily and paid monthly, at the rate of 40% of
the Adviser's compensation on the Sub-Advised Assets per year, on or before the
last business day of the next succeeding calendar month.

(b) If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.

6. Fee Waivers and Expense Limitations. If, for any fiscal year of the
Trust, the amount of the advisory fee which the Fund would otherwise be
obligated to pay to the Adviser is reduced because of contractual or voluntary
fee waivers or expense limitations by the Adviser, the fee payable hereunder to
the Sub-Adviser shall be reduced proportionately; and to the extent that the
Adviser reimburses the Fund as a result of such expense limitations, the
Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement
payments which the sub-advisory fee hereunder bears to the advisory fee under
this Contract.

7. Limitation of Liability of Sub-Adviser and
Indemnification. Sub-Adviser shall not be liable for any costs or liabilities
arising from any error of judgment or mistake of law or any loss suffered by the
Fund or the Trust in connection with the matters to which this Contract relates
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of Sub-Adviser in the performance by Sub-Adviser of its duties or
from reckless disregard by Sub-Adviser of its obligations and duties under this
Contract. Any person, even though also an officer, partner, employee, or agent
of Sub-Adviser, who may be or become a Trustee, officer, employee or agent of
the Trust, shall be deemed, when rendering services to a Fund or the Trust or
acting with respect to any business of a Fund or the Trust to be rendering such
service to or acting solely for the Fund or the Trust and not as an officer,
partner, employee, or agent or one under the control or direction of Sub-Adviser
even though paid by it.

8. Duration and Termination.

(a) This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in

III-2

person at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of that Fund's outstanding voting securities, when
required by the 1940 Act.

(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until , 200 . Thereafter, if not
terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each, provided
that such continuance is specifically approved at least annually (i) by a vote
of a majority of the Independent Trustees, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the Board or by vote of
a majority of the outstanding voting securities of that Fund.

(c) Notwithstanding the foregoing, with respect to any Fund this Contract
may be terminated at any time, without the payment of any penalty, (i) by vote
of the Board or by a vote of a majority of the outstanding voting securities of
the Fund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on
sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty
days' written notice to the Trust. Termination of this Contract with respect to
one Fund shall not affect the continued effectiveness of this Contract with
respect to any other Fund. This Contract will automatically terminate in the
event of its assignment.

9. Amendment. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and, when required by the 1940 Act, no amendment of this
Contract shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.

10. Notices. Any notices under this Contract shall be writing, addressed
and delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Trust and the Adviser shall be 11 Greenway Plaza, Suite 100,
Houston, Texas 77046. Until further notice to the other party, it is agreed that
the address of the Sub-Adviser shall be 1360 Peachtree Street, N.E., Suite 100,
Atlanta, Georgia 30309.

11. Governing Law. This Contract shall be construed in accordance with
the laws of the State of Texas and the 1940 Act. To the extent that the
applicable laws of the State of Texas conflict with the applicable provisions of
the 1940 Act, the latter shall control.

12. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. Any question of
interpretation of any term or provision of this Contract having a counterpart in
or otherwise derived from a term or provision of the 1940 Act or the Advisers
Act shall be resolved by reference to such term or provision of the 1940 Act or
the Advisers Act and to interpretations thereof, if any, by the United States
Courts or in the absence of any controlling decision of any such court, by
rules, regulations or orders of the Securities and Exchange Commission ("SEC")
issued pursuant to said Acts. In addition, where the effect of a requirement of
the 1940 Act or the Advisers Act reflected in any provision of the Contract is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.

III-3

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.

<Table>

A I M ADVISORS, INC. [INVESCO INSTITUTIONAL (N.A.), INC.]
Adviser Sub-adviser
By: By:
------------------------------------------------- -------------------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
----------------------------------------------- -----------------------------------------------
</Table>

III-4

EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

FUND

[To Be Added]

III-5

APPENDIX IV

[NAME OF INVESCO FUND]

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of August
13, 2003, by and between [name of current INVESCO Fund], a Maryland corporation
(the "Company"), acting on its own behalf and on behalf of each of its series
portfolios, all of which are identified on Schedule A to this Agreement, and
[name of new Delaware statutory trust], a Delaware statutory trust (the
"Trust"), acting on its own behalf and on behalf of each of its series
portfolios, all of which are identified on Schedule A.

BACKGROUND

The Company is organized as a series management investment company and is
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. The Company currently publicly offers shares of
common stock representing interests in one or more separate series portfolios.
Each of these series portfolios is listed on Schedule A and is referred to in
this Agreement as a "Current Fund."

The Board of Directors of the Company has designated one or more classes of
common stock that represent interests in each Current Fund. Each of these
classes is listed on Schedule B to this Agreement and is referred to in this
Agreement as a "Current Fund Class."

The Company desires to change its form and place of organization by
reorganizing as the Trust. In anticipation of such reorganization, the Board of
Trustees of the Trust has established a series portfolio corresponding to each
of the Current Funds (each a "New Fund"), and has designated one or more classes
of shares of beneficial interest in each New Fund corresponding to the Current
Fund Classes (each a "New Fund Class"). Schedule A lists the New Funds and
Schedule B lists the New Fund Classes.

Each Current Fund desires to provide for its Reorganization (each, a
"Reorganization" and collectively, the "Reorganizations") through the transfer
of all of its assets to the corresponding New Fund in exchange for the
assumption by such New Fund of the liabilities of the corresponding Current Fund
and the issuance by the Trust to such Current Fund of shares of beneficial
interest in the New Fund ("New Fund Shares"). New Fund Shares received by a
Current Fund will have an aggregate net asset value equal to the aggregate net
asset value of the shares of the Current Fund immediately prior to the
Reorganization (the "Current Fund Shares"). Each Current Fund will then
distribute the New Fund Shares it has received to its shareholders.

Each Reorganization of each Current Fund is dependent upon the consummation
of the Reorganization of all of the other Current Funds, so that the
Reorganizations of all of the Current Funds must be consummated if any of them
are to be consummated. For convenience, the balance of this Agreement refers
only to a single Reorganization, but the terms and conditions hereof shall apply
separately to each Reorganization and to the Current Fund and the corresponding
New Fund participating therein, as applicable.

The Reorganization is subject to, and shall be effected in accordance with,
the terms of this Agreement. This Agreement is intended to be and is adopted by
the Company, on its own behalf and on behalf of the Current Funds, and by the
Trust, on its own behalf and on behalf of the New Funds, as a Plan of
Reorganization within the meaning of the regulations under Section 368(a) of the
Internal Revenue Code of 1986, as amended.

IV-1

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. DEFINITIONS

Any capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the preamble or background to this Agreement. In addition,
the following terms shall have the following meanings:

1.1 "Assets" shall mean all assets including, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable), claims and rights of action, rights to register shares
under applicable securities laws, books and records, deferred and prepaid
expenses shown as assets on a Current Fund's books, and other property owned by
a Current Fund at the Effective Time.

1.2 "Closing" shall mean the consummation of the transfer of Assets,
assumption of Liabilities and issuance of shares described in Sections 2.1 and
2.2 of this Agreement, together with the related acts necessary to consummate
the Reorganization, to occur on the date set forth in Section 3.1.

1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.4 "Current Fund" shall mean each of the series portfolios of the Company
as shown on Schedule A.

1.5 "Current Fund Class" shall mean each class of common stock of the
Company representing an interest in a Current Fund as shown on Schedule B.

1.6 "Current Fund Shares" shall mean the shares of a Current Fund
outstanding immediately prior to the Reorganization.

1.7 "Effective Time" shall have the meaning set forth in Section 3.1.

1.8 "Liabilities" shall mean all liabilities of a Current Fund including,
without limitation, all debts, obligations, and duties of whatever kind or
nature, whether absolute, accrued, contingent, or otherwise, whether or not
determinable at the Effective Time, and whether or not specifically referred to
herein.

1.9 "New Fund" shall mean each of the series portfolios of the Trust, one
of which shall correspond to one of the Current Funds as shown on Schedule A.

1.10 "New Fund Class" shall mean each class of shares of beneficial
interest in a New Fund, one of which shall correspond to one of the Current Fund
Classes as shown on Schedule B.

1.11 "New Fund Shares" shall mean those shares of beneficial interest in a
New Fund issued to a Current Fund hereunder.

1.12 "Registration Statement" shall have the meaning set forth in Section
5.4.

1.13 "RIC" shall mean a "regulated investment company" (as defined under
Subchapter M of the Code).

1.14 "SEC" shall mean the Securities and Exchange Commission.

1.15 "Shareholder(s)" shall mean a Current Fund's shareholder(s) of
record, determined as of the Effective Time.

1.16 "Shareholders Meeting" shall have the meaning set forth in Section
5.1.

1.17 "Transfer Agent" shall have the meaning set forth in Section 2.2.

1.18 "1940 Act" shall mean the Investment Company Act of 1940, as amended.

IV-2

2. PLAN OF REORGANIZATION

2.1 The Company agrees, on behalf of each Current Fund, to assign, sell,
convey, transfer and deliver all of the Assets of each Current Fund to its
corresponding New Fund. The Trust, on behalf of each New Fund, agrees in
exchange therefor:

(a) to issue and deliver to the corresponding Current Fund the number
of full and fractional (rounded to the third decimal place) New Fund Shares
of each New Fund Class designated on Schedule B equal to the number of full
and fractional Current Fund Shares of each corresponding Current Fund Class
designated on Schedule B; and

(b) to assume all of the Current Fund's Liabilities.

Such transactions shall take place at the Closing.

2.2 At the Effective Time (or as soon thereafter as is reasonably
practicable), (a) the New Fund Shares issued pursuant to Section 5.2 shall be
redeemed by each New Fund for $10.00 and (b) each Current Fund shall distribute
the New Fund Shares received by it pursuant to Section 2.1 to the Current Fund's
Shareholders in exchange for such Shareholders' Current Fund Shares. Such
distribution shall be accomplished through opening accounts, by the transfer
agent for the Trust (the "Transfer Agent"), on each New Fund's share transfer
books in the Shareholders' names and transferring New Fund Shares to such
accounts. Each Shareholder's account shall be credited with the respective pro
rata number of full and fractional (rounded to the third decimal place) New Fund
Shares of each New Fund Class due that Shareholder. All outstanding Current Fund
Shares, including those represented by certificates, shall simultaneously be
canceled on each Current Fund's share transfer books. The Trust shall not issue
certificates representing the New Fund Shares in connection with the
Reorganization. However, certificates representing Current Fund Shares shall
represent New Fund Shares after the Reorganization.

2.3 Following receipt of the required shareholder vote and as soon as
reasonably practicable after the Closing, the status of each Current Fund as a
designated series of the Company shall be terminated; provided, however, that
the termination of each Current Fund as a designated series of the Company shall
not be required if the Reorganization shall not have been consummated.

2.4 Following receipt of the required shareholder vote and as soon as
reasonably practicable after distribution of the New Fund Shares pursuant to
Section 2.2, the Company and the Trust shall cause Articles of Transfer to be
filed with the State Department of Assessments and Taxation of Maryland and,
following the filing of Articles of Transfer, the Company shall file Articles of
Dissolution with the State Department of Assessments and Taxation of Maryland to
dissolve the Company as a Maryland corporation; provided, however, that the
filing of Articles of Transfer and Articles of Dissolution as aforesaid shall
not be required if the Reorganization shall not have been consummated.

2.5 Any transfer taxes payable on issuance of New Fund Shares in a name
other than that of the registered holder of the Current Fund Shares exchanged
therefor shall be paid by the person to whom such New Fund Shares are to be
issued, as a condition of such transfer.

2.6 Any reporting responsibility of the Company or each Current Fund to a
public authority is and shall remain its responsibility up to and including the
date on which it is terminated.

3. CLOSING

3.1 The Closing shall occur at the principal office of the Company on
[date], 2003, or on such other date and at such other place upon which the
parties may agree. All acts taking place at the Closing shall be deemed to take
place simultaneously as of the Company's and the Trust's close of business on
the date of the Closing or at such other time as the parties may agree (the
"Effective Time").

3.2 The Company or its fund accounting agent shall deliver to the Trust at
the Closing, a certificate of an authorized officer verifying that the
information (including adjusted basis and holding period, by lot) concerning the
Assets, including all portfolio securities, transferred by the Current Funds to
the New

IV-3

Funds, as reflected on the New Funds' books immediately following the Closing,
does or will conform to such information on the Current Funds' books immediately
before the Closing. The Company shall cause the custodian for each Current Fund
to deliver at the Closing a certificate of an authorized officer of the
custodian stating that (a) the Assets held by the custodian will be transferred
to each corresponding New Fund at the Effective Time and (b) all necessary taxes
in conjunction with the delivery of the Assets, including all applicable federal
and state stock transfer stamps, if any, have been paid or provision for payment
has been made.

3.3 The Company shall deliver to the Trust at the Closing a list of the
names and addresses of each Shareholder of each Current Fund and the number of
outstanding Current Fund Shares of the Current Fund Class owned by each
Shareholder, all as of the Effective Time, certified by the Company's Secretary
or Assistant Secretary. The Trust shall cause the Transfer Agent to deliver at
the Closing a certificate as to the opening on each New Fund's share transfer
books of accounts in the Shareholders' names. The Trust shall issue and deliver
a confirmation to the Company evidencing the New Fund Shares to be credited to
each corresponding Current Fund at the Effective Time or provide evidence
satisfactory to the Company that such shares have been credited to each Current
Fund's account on such books. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, stock certificates, receipts, or
other documents as the other party or its counsel may reasonably request.

3.4 The Company and the Trust shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Company represents and warrants on its own behalf and on behalf of
each Current Fund as follows:

(a) The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Maryland, and its Charter
is on file with the Maryland Department of Assessments and Taxation;

(b) The Company is duly registered as an open-end series management
investment company under the 1940 Act, and such registration is in full
force and effect;

(d) At the Closing, each Current Fund will have good and marketable
title to its Assets and full right, power, and authority to sell, assign,
transfer, and deliver its Assets free of any liens or other encumbrances;
and upon delivery and payment for the Assets, the corresponding New Fund
will acquire good and marketable title to the Assets;

(e) The New Fund Shares are not being acquired for the purpose of
making any distribution thereof, other than in accordance with the terms
hereof;

(f) Each Current Fund is a "fund" as defined in Section 851(g)(2) of
the Code; each Current Fund qualified for treatment as a RIC for each
taxable year since it commenced operations that has ended (or will end)
before the Closing and will continue to meet all the requirements for such
qualification for its current taxable year (and the Assets will be invested
at all times through the Effective Time in a manner that ensures compliance
with the foregoing); each Current Fund has no earnings and profits
accumulated in any taxable year in which the provisions of Subchapter M did
not apply to it; and each Current Fund has made all distributions for each
calendar year that has ended (or will end) before the Closing that are
necessary to avoid the imposition of federal excise tax or has paid or
provided for the payment of any excise tax imposed for any such calendar
year;

IV-4

(g) During the five-year period ending on the date of the
Reorganization, neither Company nor any person related to Company (as
defined in Section 1.368-1(e)(3) of the Federal income tax regulations
adopted pursuant to the Code without regard to Section 1.368-1(e)(3)(i)(A))
will have directly or through any transaction, agreement, or arrangement
with any other person, (i) acquired shares of a Current Fund for
consideration other than shares of such Current Fund, except for shares
redeemed in the ordinary course of such Current Fund's business as an
open-end investment company as required by the 1940 Act, or (ii) made
distributions with respect to a Current Fund's shares, except for (a)
distributions necessary to satisfy the requirements of Sections 852 and
4982 of the Code for qualification as a regulated investment company and
avoidance of excise tax liability and (b) additional distributions, to the
extent such additional distributions do not exceed 50 percent of the value
(without giving effect to such distributions) of the proprietary interest
in such Current Fund at the Effective Time. There is no plan or intention
of the Shareholders who individually own 5% or more of any Current Fund
Shares and, to the best of the Company's knowledge, there is no plan or
intention of the remaining Shareholders to redeem or otherwise dispose of
any New Fund Shares to be received by them in the Reorganization. The
Company does not anticipate dispositions of those shares at the time of or
soon after the Reorganization to exceed the usual rate and frequency of
redemptions of shares of the Current Fund as a series of an open-end
investment company. Consequently, the Company is not aware of any plan that
would cause the percentage of Shareholder interests, if any, that will be
disposed of as a result of or at the time of the Reorganization to be one
percent (1%) or more of the shares of the Current Fund outstanding as of
the Effective Time;

(h) The Liabilities were incurred by the Current Funds in the ordinary
course of their business and are associated with the Assets;

(i) The Company is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case within
the meaning of Section 368(a)(3)(A) of the Code;

(j) As of the Effective Time, no Current Fund will have outstanding
any warrants, options, convertible securities, or any other type of rights
pursuant to which any person could acquire Current Fund Shares except for
the right of investors to acquire its shares at net asset value in the
normal course of its business as a series of an open-end diversified
management investment company operating under the 1940 Act;

(k) At the Effective Time, the performance of this Agreement shall
have been duly authorized by all necessary action by the Company's
shareholders;

(l) Throughout the five-year period ending on the date of the Closing,
each Current Fund will have conducted its historic business within the
meaning of Section 1.368-1(d) of the Income Tax Regulations under the Code
in a substantially unchanged manner;

(m) The fair market value of the Assets of each Current Fund
transferred to the corresponding New Fund will equal or exceed the sum of
the Liabilities assumed by the New Fund plus the amount of Liabilities, if
any, to which the transferred Assets are subject; and

(n) The total adjusted basis of the Assets of each Current Fund
transferred to the corresponding New Fund will equal or exceed the sum of
the Liabilities assumed by the New Fund plus the amount of Liabilities, if
any, to which the transferred assets are subject.

4.2 The Trust represents and warrants on its own behalf and on behalf of
each New Fund as follows:

(a) The Trust is a statutory trust duly organized, validly existing,
and in good standing under the laws of the State of Delaware, and its
Certificate of Trust has been duly filed in the office of the Secretary of
State of Delaware;

(b) The Trust is duly registered as an open-end management investment
company under the 1940 Act. At the Effective Time, the New Fund Shares to
be issued pursuant to Section 2.1 of this Agreement shall be duly
registered under the Securities Act of 1933 by a Registration Statement
filed with the SEC;
IV-5

(d) No New Fund has commenced operations nor will it commence
operations until after the Closing;

(e) Prior to the Effective Time, there will be no issued and
outstanding shares in any New Fund or any other securities issued by the
Trust on behalf of any New Fund, except as provided in Section 5.2;

(f) No consideration other than New Fund Shares (and each New Fund's
assumption of the Liabilities) will be issued in exchange for the Assets in
the Reorganization;

(g) The New Fund Shares to be issued and delivered to each
corresponding Current Fund hereunder will, at the Effective Time, have been
duly authorized and, when issued and delivered as provided herein, will be
duly and validly issued and outstanding shares of the New Fund, fully paid
and nonassessable;

(h) Each New Fund will be a "fund" as defined in Section 851(g)(2) of
the Code and will meet all the requirements to qualify for treatment as a
RIC for its taxable year in which the Reorganization occurs;

(i) The Trust, on behalf of the New Funds, has no plan or intention to
issue additional New Fund Shares following the Reorganization except for
shares issued in the ordinary course of its business as an open-end
investment company; nor does the Trust, on behalf of the New Funds, have
any plan or intention to redeem or otherwise reacquire any New Fund Shares
issued pursuant to the Reorganization, other than in the ordinary course of
such business or to the extent necessary to comply with its legal
obligation under Section 22(e) of the 1940 Act;

(j) Each New Fund will actively continue the corresponding Current
Fund's business in substantially the same manner that the Current Fund
conducted that business immediately before the Reorganization; and no New
Fund has any plan or intention to sell or otherwise dispose of any of the
Assets, except for dispositions made in the ordinary course of its business
or dispositions necessary to maintain its qualification as a RIC, although
in the ordinary course of its business the New Fund will continuously
review its investment portfolio (as each Current Fund did before the
Reorganization) to determine whether to retain or dispose of particular
stocks or securities, including those included in the Assets, provided,
however that this Section 4.2(j) shall not preclude any of the combinations
of funds set forth on Schedule C to this Agreement; and

(k) There is no plan or intention for any of the New Funds to be
dissolved or merged into another corporation or statutory trust or "fund"
thereof (within the meaning of Section 851(g)(2) of the Code) following the
Reorganization, provided, however that this Section 4.2(k) shall not
preclude any of the combinations of Funds set forth on Schedule C.

4.3 Each of the Company and the Trust, on its own behalf and on behalf of
each Current Fund or each New Fund, as appropriate, represents and warrants as
follows:

(a) The fair market value of the New Fund Shares of each New Fund
received by each Shareholder will be equal to the fair market value of the
Current Fund Shares of the corresponding Current Fund surrendered in
exchange therefor;

(b) Immediately following consummation of the Reorganization, the
Shareholders will own all the New Fund Shares of each New Fund and will own
such shares solely by reason of their ownership of the Current Fund Shares
of the corresponding Current Fund immediately before the Reorganization;

IV-6

(d) There is no intercompany indebtedness between a Current Fund and a
New Fund that was issued or acquired, or will be settled, at a discount;
and

(e) Immediately following consummation of the Reorganization, each New
Fund will hold the same assets, except for assets distributed to
shareholders in the course of its business as a RIC and assets used to pay
expenses incurred in connection with the Reorganization, and be subject to
the same liabilities that the corresponding Current Fund held or was
subject to immediately prior to the Reorganization. Assets used to pay (i)
expenses, (ii) all redemptions (other than redemptions at the usual rate
and frequency of the Current Fund as a series of an open-end investment
company), and (iii) distributions (other than regular, normal
distributions), made by a Current Fund after the date of this Agreement
will, in the aggregate, constitute less than one percent (1%) of its net
assets.

5. COVENANTS

5.1 As soon as practicable after the date of this Agreement, the Company
shall call a meeting of its shareholders (the "Shareholders Meeting") to
consider and act on this Agreement and, in connection therewith, the sale of all
of the Company's assets and the dissolution of the Company as a Maryland
corporation. The Board of Directors of the Company shall recommend that
shareholders approve this Agreement and, in connection therewith, sale of all of
the Company's assets and the dissolution of the Company as a Maryland
corporation. Approval by shareholders of this Agreement will authorize the
Company, and the Company hereby agrees, to vote on the matters referred to in
Sections 5.2 and 5.3.

5.2 Prior to the Closing, the Company shall acquire one New Fund Share in
each New Fund Class of each New Fund for the purpose of enabling the Company to
elect the Company's directors as the Trust's trustees (to serve without limit in
time, except as they may resign or be removed by action of the Trust's trustees
or shareholders), to ratify the selection of the Trust's independent
accountants, and to vote on the matters referred to in Section 5.3.

5.3 Immediately prior to the Closing, the Trust (on its own behalf and
with respect to each New Fund or each New Fund Class, as appropriate) shall
enter into a Master Investment Advisory Agreement, a Master Sub-Advisory
Agreement, if applicable, a Master Administrative Services Agreement, Master
Distribution Agreements, a Custodian Agreement, and a Transfer Agency and
Servicing Agreement; shall adopt plans of distribution pursuant to Rule 12b-l of
the 1940 Act, a multiple class plan pursuant to Rule 18f-3 of the 1940 Act; and
shall enter into or adopt, as appropriate, such other agreements and plans as
are necessary for each New Fund's operation as a series of an open-end
investment company. Each such agreement and plan shall have been approved by the
Trust's trustees and, to the extent required by law, by such of those trustees
who are not "interested persons" of the Trust (as defined in the 1940 Act) and
by the Company as the sole shareholder of each New Fund.

5.4 The Company or the Trust, as appropriate, shall file with the SEC one
or more post-effective amendments to the Company's Registration Statement on
Form N-lA under the Securities Act of 1933, as amended, and the 1940 Act, as
amended (the "Registration Statement"), (i) which will contain such amendments
to such Registration Statement as are determined by the Company to be necessary
and appropriate to effect the Reorganization, (ii) which will register the New
Fund Shares to be issued pursuant to Section 2.1 of this Agreement, and (iii) if
applicable, under which the Trust will succeed to the Registration Statement,
and shall use its best efforts to have such post-effective amendment or
amendments to the Registration Statement become effective as of the Closing.

6. CONDITIONS PRECEDENT

The obligations of the Company, on its own behalf and on behalf of each
Current Fund, and the Trust, on its own behalf and on behalf of each New Fund,
will be subject to (a) performance by the other party of all its obligations to
be performed hereunder at or before the Effective Time, (b) all representations
and warranties of the other party contained herein being true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated

IV-7

hereby, as of the Effective Time, with the same force and effect as if made on
and as of the Effective Time, and (c) the further conditions that, at or before
the Effective Time:

6.1 The shareholders of the Company shall have approved this
Agreement and the transactions contemplated by this Agreement in accordance
with applicable law.

6.2 All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received
that any other or further action is required to permit the parties to carry
out the transactions contemplated hereby. All consents, orders, and permits
of federal, state, and local regulatory authorities (including the SEC and
state securities authorities) deemed necessary by either the Company or the
Trust to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain such consults, orders, and permits would not involve a risk of a
material adverse effect on the assets or properties of either a Current
Fund or a New Fund, provided that either the Company or the Trust may for
itself waive any of such conditions.

6.3 Each of the Company and the Trust shall have received an opinion
from Ballard Spahr Andrews & Ingersoll, LLP as to the federal income tax
consequences mentioned below. In rendering such opinion, such counsel may
rely as to factual matters, exclusively and without independent
verification, on the representations made in this Agreement (or in separate
letters of representation that the Company and the Trust shall use their
best efforts to deliver to such counsel) and the certificates delivered
pursuant to Section 3.4. Such opinion shall be substantially to the effect
that, based on the facts and assumptions stated therein and conditioned on
consummation of the Reorganization in accordance with this Agreement, for
federal income tax purposes:

(a) The Reorganization will constitute a reorganization within the
meaning of section 368(a) of the Code, and each Current Fund and each
New Fund will be "a party to a reorganization" within the meaning of
section 368(b) of the Code;

(b) No gain or loss will be recognized to a Current Fund on the
transfer of its Assets to the corresponding New Fund in exchange solely
for the New Fund's New Fund Shares and the New Fund's assumption of the
Current Fund's Liabilities or on the subsequent distribution of those
New Fund Shares to its Shareholders, in constructive exchange for their
Current Fund Shares, in liquidation of the Current Fund;

(c) No gain or loss will be recognized to a New Fund on its receipt
of the corresponding Current Fund's Assets in exchange for New Fund
Shares and its assumption of the Current Fund's Liabilities;

(d) Each New Fund's basis for the corresponding Current Fund's
Assets will be the same as the basis thereof in the Current Fund's hands
immediately before the Reorganization, and the New Fund's holding period
for those Assets will include the Current Fund's holding period
therefor;

(e) A Shareholder will recognize no gain or loss on the
constructive exchange of Current Fund Shares solely for New Fund Shares
pursuant to the Reorganization; and

(f) A Shareholder's basis for the New Fund Shares of each New Fund
to be received in the Reorganization will be the same as the basis for
the Current Fund Shares of the corresponding Current Fund to be
constructively surrendered in exchange for such New Fund Shares, and a
Shareholder's holding period for such New Fund Shares will include its
holding period for such Current Fund Shares, provided that such Current
Fund Shares are held as capital assets by the Shareholder at the
Effective Time.

6.4 No stop-order suspending the effectiveness of the Registration
Statement shall have been issued, and no proceeding for that purpose shall
have been initiated or threatened by the SEC (and not withdrawn or
terminated).

IV-8

At any time prior to the Closing, any of the foregoing conditions (except
those set forth in Sections 6.1 and 6.3) may be waived by the directors/trustees
of either the Company or the Trust if, in their judgment, such waiver will not
have a material adverse effect on the interests of the Current Fund's
Shareholders.

7. EXPENSES

Except as otherwise provided in Section 4.3(c), all expenses incurred in
connection with the transactions contemplated by this Agreement (regardless of
whether they are consummated) will be borne by the parties as they mutually
agree.

8. ENTIRE AGREEMENT

Neither party has made any representation, warranty, or covenant not set
forth herein, and this Agreement constitutes the entire agreement between the
parties.

9. AMENDMENT

This Agreement may be amended, modified, or supplemented at any time,
notwithstanding its approval by the Company's shareholders, in such manner as
may be mutually agreed upon in writing by the parties; provided that following
such approval no such amendment shall have a material adverse effect on the
shareholders' interests.

10. TERMINATION

This Agreement may be terminated at any time at or prior to the Effective
Time, whether before or after approval by the Company's shareholders:

10.1 By either the Company or the Trust (a) in the event of the other
party's material breach of any representation, warranty, or covenant
contained herein to be performed at or prior to the Effective Time, (b) if
a condition to its obligations has not been met and it reasonably appears
that such condition will not or cannot be met, or (c) if the Closing has
not occurred on or before December 31, 2003; or

10.2 By the parties' mutual agreement.

Except as otherwise provided in Section 7, in the event of termination
under Sections 10.1(c) or 10.2, there shall be no liability for damages on the
part of either the Company or the Trust or any Current Fund or corresponding New
Fund, to the other.

11. MISCELLANEOUS

11.1 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.

11.2 Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.

11.3 The execution and delivery of this Agreement have been authorized by
the Trust's trustees, and this Agreement has been executed and delivered by a
duly authorized officer of the Trust in his or her capacity as an officer of the
Trust intending to bind the Trust as provided herein, and no officer, trustee or
shareholder of the Trust shall be personally liable for the liabilities or
obligations of the Trust incurred hereunder. The liabilities and obligations of
the Trust pursuant to this Agreement shall be enforceable against the assets of
the New Funds only and not against the assets of the Trust generally.

IV-9

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and
delivered by its duly authorized officers as of the day and year first written
above.

<Table>

Attest: [NAME OF MARYLAND CORPORATION],
on behalf of each of its series listed in Schedule A

By:
---------------------------------------------
- -------------------------------------------

Title:
-------------------------------------------
Attest: [NAME OF DELAWARE STATUTORY TRUST],
on behalf of each of its series listed in Schedule A

By:
---------------------------------------------
- -------------------------------------------

Title:
-------------------------------------------
</Table>

IV-10

SCHEDULE A

<Table>
<Caption>
SERIES OF CORRESPONDING SERIES OF
[MARYLAND CORPORATION] [DELAWARE STATUTORY TRUST]
(EACH A "CURRENT FUND") (EACH A "NEW FUND")
- ----------------------- --------------------------

[To Be Added]............................................... [To Be Added]
</Table>

IV-11

SCHEDULE B

<Table>
<Caption>
CORRESPONDING CLASSES OF
CLASSES OF EACH CURRENT FUND EACH NEW FUND
- ---------------------------- ------------------------

[To Be Added]............................................... [To Be Added]
</Table>

IV-12

SCHEDULE C

PERMITTED COMBINATIONS OF FUNDS

INVESCO Advantage Fund into AIM Opportunities III Fund

INVESCO Growth Fund into AIM Large Cap Growth Fund

INVESCO Growth & Income Fund into AIM Blue Chip Fund

INVESCO European Fund into AIM European Growth Fund

AIM International Core Equity Fund into INVESCO International Blue Chip
Value Fund

AIM New Technology Fund into INVESCO Technology Fund

AIM Global Science and Technology Fund into INVESCO Technology Fund

INVESCO Telecommunications Fund into INVESCO Technology Fund

AIM Global Financial Services Fund into INVESCO Financial Services Fund

AIM Global Energy Fund into INVESCO Energy Fund

AIM Global Utilities Fund into INVESCO Utilities Fund

INVESCO Real Estate Opportunity Fund into AIM Real Estate Fund

INVESCO Tax-Free Bond Fund into AIM Municipal Bond Fund

INVESCO High Yield Fund into AIM High Yield Fund

INVESCO Select Income Fund into AIM Income Fund

INVESCO U.S. Government Securities Fund into AIM Intermediate Government
Fund

INVESCO Cash Reserves Fund into AIM Money Market Fund

INVESCO Tax-Free Money Fund into AIM Tax-Exempt Cash Fund

INVESCO Balanced Fund into INVESCO Total Return Fund

INVESCO Value Equity Fund into AIM Large Cap Basic Value Fund

AIM Premier Equity Fund II into AIM Premier Equity Fund

IV-13

P.O. BOX 9132
HINGHAM, MA 02043-9132

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2. Go to Web site www.aiminvestments.com.
3. Click on the My Account tab.
4. Click on the 2003 Proxy Information link.
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6. Enter your CONTROL NUMBER listed on the proxy card.

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO CORE EQUITY FUND
AN INVESTMENT PORTFOLIO OF INVESCO COMBINATION STOCK &
BOND FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints Bob R. Baker, Glen A. Payne and Mark H.
Williamson, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated on
reverse, at the Special Meeting of Shareholders on October 21, 2003, at 3:00
p.m., Central Time, and at any adjournment thereof, all of the shares of the
fund which the undersigned would be entitled to vote if personally present. IF
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE
VOTED "FOR" EACH NOMINEE AND "FOR" THE APPROVAL OF EACH PROPOSAL.

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

- --------------------------------------------------------------------------------
*To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line provided.

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

3. To approve a new Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Institutional (N.A.), Inc. Does not apply to INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund.

4. To approve an Agreement and Plan of Reorganization which provides for the
redomestication of Company as a Delaware statutory trust and, in connection
therewith, the sale of all of Company's assets and the dissolution of Company as
a Maryland corporation.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO TOTAL RETURN FUND
AN INVESTMENT PORTFOLIO OF INVESCO COMBINATION STOCK &
BOND FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES FUND
AN INVESTMENT PORTFOLIO OF INVESCO COUNSELOR SERIES FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO ENERGY FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO FINANCIAL SERVICES FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO GOLD & PRECIOUS METALS FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO HEALTH SCIENCES FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO LEISURE FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO TECHNOLOGY FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO UTILITIES FUND
AN INVESTMENT PORTFOLIO OF INVESCO SECTOR FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO DYNAMICS FUND
AN INVESTMENT PORTFOLIO OF INVESCO STOCK FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO MID-CAP GROWTH FUND
AN INVESTMENT PORTFOLIO OF INVESCO STOCK FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO SMALL COMPANY GROWTH FUND
AN INVESTMENT PORTFOLIO OF INVESCO STOCK FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO S&P 500 INDEX FUND
AN INVESTMENT PORTFOLIO OF INVESCO STOCK FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO TREASURER'S MONEY MARKET RESERVE FUND
AN INVESTMENT PORTFOLIO OF INVESCO TREASURER'S SERIES FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM

P.O. BOX 9132
HINGHAM, MA 02043-9132

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

VOTING OPTIONS

VOTING BY MAIL
1. Read the accompanying Proxy Statement and Proxy Card.
2. Please mark, sign and date your Proxy Card.

3. Return the Proxy Card in the postage-paid envelope
provided or return it to Proxy Tabulator, P.O. Box 9123,
Hingham, MA 02043-9723.

CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

PROXY CARD PROXY CARD

*** CONTROL NUMBER: 999 999 999 999 99 ***

INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
AN INVESTMENT PORTFOLIO OF INVESCO TREASURER'S SERIES FUNDS, INC. ("Company")

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the "Board")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2003

NOTE: If you vote by phone or on the Internet,
please do not return your proxy card.

Proxy must be signed and dated below.

Dated _________________ 2003

Signature(s) (if held jointly)

IJM

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

INVESCO COMBINATION STOCK & BOND FUNDS, INC. INVESCO COUNSELOR SERIES FUNDS,
INC. INVESCO SECTOR FUNDS, INC. INVESCO STOCK FUNDS, INC. INVESCO TREASURER'S
SERIES FUNDS, INC.

FOR
ALL

WITHHOLD
AUTHORITY
FOR ALL
NOMINEES

FOR ALL
EXCEPT*

1. To elect sixteen individuals to the Board, each of whom will serve until his
or her successor is elected and qualified:

(01) Bob R. Baker
(02) Frank S. Bayley
(03) James T. Bunch
(04) Bruce L. Crockett

(05) Albert R. Dowden
(06) Edward K. Dunn, Jr.
(07) Jack M. Fields
(08) Carl Frischling

(09) Robert H. Graham
(10) Gerald J. Lewis
(11) Prema Mathai-Davis
(12) Lewis F. Pennock

(13) Ruth H. Quigley
(14) Louis S. Sklar
(15) Larry Soll, Ph.D.
(16) Mark H. Williamson

FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement with A I M Advisors, Inc.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE SIGN ON REVERSE SIDE

IJM