PROXY INFORMATION

Shareholders of the AIM and INVESCO Funds have been mailed proxy statements
asking for approval of various proposals. The proxy statements for each AIM or
INVESCO fund contains disclosure information about the proposal(s) for which
votes are being solicited.

To read answers to common questions regarding proxy voting, your fund's
proposal(s), and to access your fund's proxy statement, prospectus, or annual
report, select your fund(s) from these drop down menus:


AIM Funds:                                        INVESCO Funds:

Select a fund  [drop-down box]                    Select a fund  [drop-down box]

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WAYS TO VOTE.

You may cast your vote by any of the following methods. HOWEVER YOU CHOOSE TO
VOTE, IT IS IMPORTANT THAT YOU VOTE NOW TO SAVE THE EXPENSE OF ADDITIONAL
SOLICITATIONS.

BY INTERNET

[computer graphic]

You may vote your shares at [link] www.proxyweb.com unless your shares are held
through a broker, in which case you may vote your shares at [link]
www.proxyvote.com.

Enter the control number listed on the proxy card you received in the mail and
follow the instructions on the web site.

BY TELEPHONE

[telephone graphic]

Call toll-free 1.888.221.0697. Enter the control number listed on the proxy card
and follow the recorded instructions.

BY MAIL

[mailbox graphic]

Complete and sign the proxy card and return it in the postage-paid envelope
provided in the shareholder mailing.

IN PERSON

Please notify AIM Investments at 1.800.952.3502 if you wish to vote your shares
at the meeting.

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IF YOU HAVE ANY QUESTIONS...

If you have questions on the proxy or the voting process, please contact your
financial consultant or call AIM toll-free at 1.800.347.4246 any business day
between 7:30 a.m. and 5:30 p.m. CT.

If we have not received your proxy card before the date of the shareholder
meeting for your fund, a representative from our proxy solicitation firm,
Georgeson Shareholder Communications Inc., may contact you to remind you to
exercise your right to vote.

        [LINKS] Prospectuses | Help | Site Map | Terms of Use | Privacy
- --------------------------------------------------------------------------------

                        A I M FUND SERVICES, INC. 8/2003

      --Copyright-- 2003 A I M Management Group Inc. All Rights Reserved.


INVESCO PROXY INFORMATION BY FUND

To access your INVESCO fund's proxy information, select the fund name from the
drop down, or scroll down to the page. Access the AIM Funds' proxy information.

[Drop-down box]

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INVESCO ADVANTAGE FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO BALANCED FUND

   1. Please read the proxy statement in full. (PDF)




   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO CASH RESERVES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO CORE EQUITY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO DYNAMICS FUND

   1. Please read the proxy statement in full. (PDF)




   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO ENERGY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO EUROPEAN FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO FINANCIAL SERVICES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO GOLD & PRECIOUS METALS FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO GROWTH FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top




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INVESCO GROWTH & INCOME FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO HEALTH SCIENCES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO HIGH YIELD FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)




   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO INTERNATIONAL BLUE CHIP VALUE FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO LEISURE FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO MID-CAP GROWTH FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:




   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO MULTI-SECTOR FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO REAL ESTATE OPPORTUNITY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO S&P 500 INDEX FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.


ADDITIONAL FUND MATERIALS:




   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO SELECT INCOME FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO SMALL COMPANY GROWTH FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO TAX-FREE BOND FUND

   1. Please read the proxy statement in full. (PDF)




   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO TAX-FREE MONEY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO TECHNOLOGY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO TELECOMMUNICATIONS FUND




   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO TOTAL RETURN FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO TREASURER'S MONEY MARKET RESERVE FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.


ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND




   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO U.S. GOVERNMENT MONEY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO U.S. GOVERNMENT SECURITIES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

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INVESCO UTILITIES FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.


ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

                                                                   Return to top

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INVESCO VALUE EQUITY FUND

   1. Please read the proxy statement in full. (PDF)

   2. Access some typical questions that shareholders may have regarding the
      proxy statement. (PDF)

   3. You may vote your shares at [Link] www.proxyweb.com.

ADDITIONAL FUND MATERIALS:

   o  Prospectus (PDF)

   o  Annual Report (PDF)

   o  Semiannual Report (PDF)

                                                                   Return to top

         [Links] Prospectuses | Help | Site Map | Terms of Use | Privacy

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

                        A I M FUND SERVICES, INC. 8/2003

      --Copyright-- 2003 A I M Management Group Inc. All Rights Reserved.


                          GENERAL QUESTIONS & ANSWERS

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

HOW DO I VOTE?
Voting may take place in the following ways:

     o   You may vote your shares at www.aiminvestments.com unless your shares
         are held through a broker, in which case you may vote your shares at
         www.proxyvote.com. Because Internet voting is the most economical way
         to vote your proxy, we encourage all shareholders to use this method.
     o   You may indicate your vote on the proxy card and return it in the
         postage-paid envelope provided in the shareholder mailing.
     o   You may call in your vote at 1-888-221-0697 for the 24-hour automated
         system. You will need the control number from your proxy card. You may
         call 1-800-880-9347 for a customer service representative for voting or
         questions; you will be asked identification questions such as your
         current address and ZIP code.
     o   If you do attend the meeting, you may vote your shares in person.
         Please notify AIM Investments at 1-800-952-3502 if you plan to attend
         the meeting.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.

WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum or proxies may have to be resent to shareholders.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

     o   SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
         information that travels between proxyweb.com's Web server and the
         shareholder's computer.
     o   CONTROL NUMBER - Each shareholder is required to enter his or her
         control number. Proxyweb.com verifies the number and presents the
         holder with the appropriate proxy card for his or her fund(s).
     o   FIREWALL - To protect the confidentiality of your account records,
         proxyweb.com uses only control numbers and card codes to register
         votes. Voted positions are then periodically uploaded to our master
         database of shareholders listed as of the record date. All
         account-specific data remains behind our firewall.



HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.

Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.

Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.

All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.

WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.

WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
     o   To elect 16 directors to the Board of Directors of INVESCO Combination
         Stock & Bonds Funds, Inc. ("Company"), each of whom will serve until
         his or her successor is elected and qualified.
     o   To approve a new investment advisory agreement with A I M Advisors,
         Inc.
     o   To approve a new sub-advisory agreement between A I M Advisors, Inc.
         and INVESCO Institutional (N.A.), Inc.
     o   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.

WHAT AM I BEING ASKED TO VOTE ON?
     o   You are being asked to vote on the election of 16 directors to the
         Board of Directors of Company.
     o   You are being asked to vote on the approval of a new investment
         advisory agreement with A I M Advisors, Inc.
     o   You are being asked to vote on the approval of a new sub-advisory
         agreement between A I M Advisors, Inc. and INVESCO Institutional
         (N.A.), Inc.
     o   You are being asked 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.

WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
     o   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 A I M Advisors, Inc., INVESCO Funds Group,
         Inc. and their affiliates.

WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
     o   To restructure 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.

WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
     o   INVESCO Institutional (N.A.), Inc., an affiliate of INVESCO, will serve
         as sub-advisor.
     o   There will not be any increase in the fee rate under the proposed new
         sub-advisory agreement.




WHY IS THE REDOMESTICATION BEING PROPOSED?
     o   The redomestication is being proposed primarily to provide Company
         greater flexibility in conducting its business.
     o   The Delaware statutory trust organizational form offers a number of
         advantages over the Maryland corporate organizational form

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED ELECTION OF
DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can found in the section of the proxy statement titled "APPROVAL
OF NEW SUB-ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"Approval of the Plans to Redomesticate Each Company as a Delaware Statutory
Trust".

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.


- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.





INVESCO Core Equity Fund
INVESCO Total Return Fund



                           GENERAL QUESTIONS & ANSWERS

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

HOW DO I VOTE?

Voting may take place in the following ways:

     -    You may vote your shares at www.aiminvestments.com unless your shares
          are held through a broker, in which case you may vote your shares at
          www.proxyvote.com. Because Internet voting is the most economical way
          to vote your proxy, we encourage all shareholders to use this method.

     -    You may indicate your vote on the proxy card and return it in the
          postage-paid envelope provided in the shareholder mailing.

     -    You may call in your vote at 1-888-221-0697 for the 24-hour automated
          system. You will need the control number from your proxy card. You may
          call 1-800-880-9347 for a customer service representative for voting
          or questions; you will be asked identification questions such as your
          current address and ZIP code.

     -    If you do attend the meeting, you may vote your shares in person.
          Please notify AIM Investments at 1-800-952-3502 if you plan to attend
          the meeting.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The board recommends that you vote FOR the proposals on the proxy card.

WHY SHOULD I VOTE?

Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum, or proxies may have to be resent to shareholders.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?

Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?

The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

     -    SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
          information that travels between proxyweb.com's Web server and the
          shareholder's computer.

     -    CONTROL NUMBER - Each shareholder is required to enter his or her
          control number. Proxyweb.com verifies the number and presents the
          holder with the appropriate proxy card for his or her fund(s).

     -    FIREWALL - To protect the confidentiality of your account records,
          proxyweb.com uses only control numbers and card codes to register
          votes. Voted positions are then periodically uploaded to our master
          database of shareholders listed as of the record date. All
          account-specific data remains behind our firewall.



HOW DO I SIGN THE PROXY CARD?

The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.

Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.

Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.

All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.

WHAT IS THE DEADLINE FOR VOTING?

All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.

WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?

     -    To elect 16 directors to the Board of Directors of INVESCO Treasurer's
          Series Fund, Inc. ("Company"), each of whom will serve until his or
          her successor is elected and qualified.

     -    To approve a new investment advisory agreement with A I M Advisors,
          Inc.

     -    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.

WHAT AM I BEING ASKED TO VOTE ON?

     -    You are being asked to vote on the election of 16 directors to the
          Board of Directors of Company.

     -    You are being asked to vote on a new investment advisory agreement
          with A I M Advisors, Inc.

     -    You are being asked to vote on 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.

WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?

     -    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 A I M Advisors, Inc., INVESCO Funds
          Group, Inc. and their affiliates.

WHY IS A NEW INVESTMENTS ADVISORY AGREEMENT BEING PROPOSED?

     -    To restructure 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.

WHY IS THE REDOMESTICATION BEING PROPOSED?

     -    The redomestication is being proposed primarily to provide Company
          greater flexibility in conducting its business.

     -    The Delaware statutory trust organizational form offers a number of
          advantages over the Maryland corporate organizational form

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED ELECTION OF DIRECTORS?

Further details can be found in the election of the proxy statement titled
"ELECTION OF DIRECTORS".



WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?

Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?

Further details can be found in the section of the proxy statement titled
"APPROVAL OF THE PLANS TO REDOMESTICATE EACH COMPANY AS A DELAWARE STATUTORY
TRUST".

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?

The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?

The board recommends that you vote FOR each proposal.

- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.



INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund


                           GENERAL QUESTIONS & ANSWERS

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

HOW DO I VOTE?
Voting may take place in the following ways:

     o   You may vote your shares at www.aiminvestments.com unless your shares
         are held through a broker, in which case you may vote your shares at
         www.proxyvote.com. Because Internet voting is the most economical way
         to vote your proxy, we encourage all shareholders to use this method.
     o   You may indicate your vote on the proxy card and return it in the
         postage-paid envelope provided in the shareholder mailing.
     o   You may call in your vote at 1-888-221-0697 for the 24-hour automated
         system. You will need the control number from your proxy card. You may
         call 1-800-880-9347 for a customer service representative for voting or
         questions; you will be asked identification questions such as your
         current address and ZIP code.
     o   If you do attend the meeting, you may vote your shares in person.
         Please notify AIM Investments at 1-800-952-3502 if you plan to attend
         the meeting.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.

WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum or proxies may have to be resent to shareholders.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

     o   SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
         information that travels between proxyweb.com's Web server and the
         shareholder's computer.
     o   CONTROL NUMBER - Each shareholder is required to enter his or her
         control number. Proxyweb.com verifies the number and presents the
         holder with the appropriate proxy card for his or her fund(s).
     o   FIREWALL - To protect the confidentiality of your account records,
         proxyweb.com uses only control numbers and card codes to register
         votes. Voted positions are then periodically uploaded to our master
         database of shareholders listed as of the record date. All
         account-specific data remains behind our firewall.





HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.

Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.

Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.

All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.

WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.

WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?

     o   To elect 16 directors to the Board of Directors of INVESCO Sector
         Funds, Inc. ("Company"), each of whom will serve until his or her
         successor is elected and qualified.
     o   To approve a new investment advisory agreement with A I M Advisors,
         Inc.
     o   To approve a new sub-advisory agreement between A I M Advisors, Inc.
         and INVESCO Institutional (N.A.), Inc.
     o   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.

WHAT AM I BEING ASKED TO VOTE ON?

     o   You are being asked to vote on the election of 16 directors to the
         Board of Directors of Company.
     o   You are being asked to vote on the approval of a new investment
         advisory agreement with A I M Advisors, Inc.
     o   You are being asked to vote on the approval of a new sub-advisory
         agreement between A I M Advisors, Inc. and INVESCO Institutional
         (N.A.), Inc.
     o   You are being asked 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.

WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
     o   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 A I M Advisors, Inc., INVESCO Funds Group,
         Inc. and their affiliates.

WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
     o   To restructure 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.




WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
     o   INVESCO Institutional (N.A.), Inc., an affiliate of INVESCO, will serve
         as sub-advisor.
     o   There will not be any increase in the fee rate under the proposed new
         sub-advisory agreement.

WHY IS THE REDOMESTICATION BEING PROPOSED?
     o   The redomestication is being proposed primarily to provide Company
         greater flexibility in conducting its business.
     o   The Delaware statutory trust organizational form offers a number of
         advantages over the Maryland corporate organizational form

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED ELECTION OF
DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF NEW SUB-ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"Approval of the Plans to Redomesticate Each Company as a Delaware Statutory
Trust".

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.


- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.




INVESCO Energy Fund
INVESCI Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Technology Fund
INVESCO Utilities Fund



                           GENERAL QUESTIONS & ANSWERS

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

HOW DO I VOTE?
Voting may take place in the following ways:

     o   You may vote your shares at www.aiminvestments.com unless your shares
         are held through a broker, in which case you may vote your shares at
         www.proxyvote.com. Because Internet voting is the most economical way
         to vote your proxy, we encourage all shareholders to use this method.
     o   You may indicate your vote on the proxy card and return it in the
         postage-paid envelope provided in the shareholder mailing.
     o   You may call in your vote at 1-888-221-0697 for the 24-hour automated
         system. You will need the control number from your proxy card. You may
         call 1-800-880-9347 for a customer service representative for voting or
         questions; you will be asked identification questions such as your
         current address and ZIP code.
     o   If you do attend the meeting, you may vote your shares in person.
         Please notify AIM Investments at 1-800-952-3502 if you plan to attend
         the meeting.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.

WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum or proxies may have to be resent to shareholders.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

     o   SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
         information that travels between proxyweb.com's Web server and the
         shareholder's computer.
     o   CONTROL NUMBER - Each shareholder is required to enter his or her
         control number. Proxyweb.com verifies the number and presents the
         holder with the appropriate proxy card for his or her fund(s).
     o   FIREWALL - To protect the confidentiality of your account records,
         proxyweb.com uses only control numbers and card codes to register
         votes. Voted positions are then periodically uploaded to our master
         database of shareholders listed as of the record date. All
         account-specific data remains behind our firewall.





HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.

Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.

Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.

All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.

WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.

WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
     o   To elect 16 directors to the Board of Directors of INVESCO Stock Funds,
         Inc. ("Company"), each of whom will serve until his or her successor is
         elected and qualified.
     o   To approve a new investment advisory agreement with A I M Advisors,
         Inc.
     o   To approve a new sub-advisory agreement between A I M Advisors, Inc.
         and INVESCO Institutional (N.A.), Inc.
     o   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.

WHAT AM I BEING ASKED TO VOTE ON?
     o   You are being asked to vote on the election of 16 directors to the
         Board of Directors of Company.
     o   You are being asked to vote on the approval of a new investment
         advisory agreement with A I M Advisors, Inc.
     o   You are being asked to vote on the approval of a new sub-advisory
         agreement between A I M Advisors, Inc. and INVESCO Institutional
         (N.A.), Inc.
     o   You are being asked 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.

WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
     o   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 A I M Advisors, Inc., INVESCO Funds Group,
         Inc. and their affiliates.

WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
     o   To restructure 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.




WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
     o   INVESCO Institutional (N.A.), Inc., an affiliate of INVESCO, will serve
         as sub-advisor.
     o   There will not be any increase in the fee rate under the new proposed
         sub-advisory agreement.

WHY IS THE REDOMESTICATION BEING PROPOSED?
     o   The redomestication is being proposed primarily to provide Company
         greater flexibility in conducting its business.
     o   The Delaware statutory trust organizational form offers a number of
         advantages over the Maryland corporate organizational form

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED ELECTION OF
DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can found in the section of the proxy statement titled "APPROVAL
OF A NEW SUB-ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"Approval of the Plans to Redomesticate Each Company as a Delaware Statutory
Trust".

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.


- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.




INVESCO Dynamics
INVESCO Mid-Cap Growth Fund
INVECO Small Company Growth Fund
INVESCO S&P 500 Index Fund




                           GENERAL QUESTIONS & ANSWERS

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

HOW DO I VOTE?
Voting may take place in the following ways:

     o   You may vote your shares at www.aiminvestments.com unless your shares
         are held through a broker, in which case you may vote your shares at
         www.proxyvote.com. Because Internet voting is the most economical way
         to vote your proxy, we encourage all shareholders to use this method.
     o   You may indicate your vote on the proxy card and return it in the
         postage-paid envelope provided in the shareholder mailing.
     o   You may call in your vote at 1-888-221-0697 for the 24-hour automated
         system. You will need the control number from your proxy card. You may
         call 1-800-880-9347 for a customer service representative for voting or
         questions; you will be asked identification questions such as your
         current address and ZIP code.
     o   If you do attend the meeting, you may vote your shares in person.
         Please notify AIM Investments at 1-800-952-3502 if you plan to attend
         the meeting.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.

WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum or proxies may have to be resent to shareholders.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

     o   SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
         information that travels between proxyweb.com's Web server and the
         shareholder's computer.
     o   CONTROL NUMBER - Each shareholder is required to enter his or her
         control number. Proxyweb.com verifies the number and presents the
         holder with the appropriate proxy card for his or her fund(s).
     o   FIREWALL - To protect the confidentiality of your account records,
         proxyweb.com uses only control numbers and card codes to register
         votes. Voted positions are then periodically uploaded to our master
         database of shareholders listed as of the record date. All
         account-specific data remains behind our firewall.




HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.

Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.

Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.

All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.

WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.

WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
     o   To elect 16 directors to the Board of Directors of INVESCO Counselor
         Series Funds, Inc. ("Company"), each of whom will serve until his or
         her successor is elected and qualified.
     o   To approve a new investment advisory agreement with A I M Advisors,
         Inc.
     o   To approve a new sub-advisory agreement between A I M Advisors, Inc.
         and INVESCO Institutional (N.A.), Inc.
     o   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.

WHAT AM I BEING ASKED TO VOTE ON?

     o   You are being asked to vote on the election of 16 directors to the
         Board of Directors Company.
     o   You are being asked to vote on the approval of a new investment
         advisory agreement with A I M Advisors, Inc.
     o   You are being asked to vote on the approval of a new sub-advisory
         agreement between A I M Advisors, Inc. and INVESCO Institutional
         (N.A.), Inc.
     o   You are being asked 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.

WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
     o   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 A I M Advisors, Inc., INVESCO Funds Group,
         Inc. and their affiliates.

WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
     o   To restructure 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.

WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
     o   INVESCO Institutional (N.A.), Inc., an affiliate of INVESCO, will serve
         as sub-advisor.
     o   There will not be any increase in the fee rate under the proposed new
         sub-advisory agreement.




WHY IS THE REDOMESTICATION BEING PROPOSED?
     o   The redomestication is being proposed primarily to provide Company
         greater flexibility in conducting its business.
     o   The Delaware statutory trust organizational form offers a number of
         advantages over the Maryland corporate organizational form

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED ELECTION OF
DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can found in the section of the proxy statement titled "APPROVAL
OF NEW SUB-ADVISORY AGREEMENT".

WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"Approval of the Plans to Redomesticate Each Company as a Delaware Statutory
Trust".

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.


- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.