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:

[ ] 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-12

AIM COUNSELOR SERIES TRUST
AIM INTERNATIONAL MUTUAL FUNDS
AIM SECTOR FUNDS
AIM TREASURER'S SERIES TRUST
- --------------------------------------------------------------------------------
(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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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<Table>

AIM COUNSELOR SERIES TRUST AIM INTERNATIONAL MUTUAL FUNDS
AIM FLOATING RATE FUND AIM ASIA PACIFIC GROWTH FUND
AIM MULTI-SECTOR FUND AIM EUROPEAN GROWTH FUND
AIM SELECT REAL ESTATE INCOME FUND AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM STRUCTURED CORE FUND AIM GLOBAL GROWTH FUND
AIM STRUCTURED GROWTH FUND AIM INTERNATIONAL CORE EQUITY FUND
AIM STRUCTURED VALUE FUND AIM INTERNATIONAL GROWTH FUND

AIM SECTOR FUNDS AIM TREASURER'S SERIES TRUST
AIM ENERGY FUND PREMIER PORTFOLIO
AIM FINANCIAL SERVICES FUND PREMIER TAX-EXEMPT PORTFOLIO
AIM GOLD & PRECIOUS METALS FUND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
AIM LEISURE FUND
AIM TECHNOLOGY FUND
AIM UTILITIES FUND
</Table>

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

December 28, 2007

Dear Shareholder:

Each of AIM Counselor Series Trust, AIM International Mutual Funds, AIM
Sector Funds and AIM Treasurer's Series Trust (each, a "Trust") will hold a
Special Meeting of Shareholders on February 29, 2008, in Houston, Texas. The
purpose of the Meeting is to vote on important proposals affecting the funds
listed above (the "Funds"). This package contains important information about
the proposals, a proxy statement, simple instructions on how to vote by phone or
via the Internet, and a business reply envelope for you to vote by mail.

The Boards of Trustees (each, a "Board" and together, the "Boards") for the
Funds have carefully considered the proposals below, believe that they are in
the best interests of the Funds and their shareholders, and unanimously
recommend that you vote FOR each of the proposals. The enclosed proxy statement
provides you with detailed information on each proposal including how it will
benefit shareholders.

The Boards are requesting that you:

1. Elect 13 trustees to the Board of Trustees of each Trust, each of
whom will serve until his or her successor is elected and qualified.

2. Approve a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and various affiliated sub-advisers.

3. Approve changing certain fundamental investment restrictions of
certain of the Funds to provide the Funds with more investment flexibility.

4. Approve changing AIM Financial Services Fund's sub-classification
from "diversified" to "non-diversified" and approve the elimination of a
related fundamental investment restriction to provide AIM Financial
Services Fund with more investment flexibility.

5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.

6. Approve an amendment to the Trusts' Agreements and Declarations of
Trust that would permit each Board to terminate a Trust, a Fund or a share
class without a shareholder vote.

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

Sincerely,

<Table>

- -s- Philip A. Taylor -s- Karen Dunn Kelly

Philip A. Taylor Karen Dunn Kelley
President and Principal Executive Officer, President and Principal Executive Officer,
AIM Counselor Series Trust, AIM International AIM Treasurer's Series Trust
Mutual Funds and AIM Sector Funds
</Table>

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 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, Computershare Fund Services, reminding
you to vote your shares.

<Table>

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008

To the Shareholders of each of the series portfolios (each, a "Fund," and
collectively, the "Funds") of AIM Counselor Series Trust, AIM International
Mutual Funds, AIM Sector Funds and AIM Treasurer's Series Trust (each, a
"Trust," and together, the "Trusts") listed above.

The Boards of Trustees (each a "Board" and together, the "Boards") for the
Funds have carefully considered the proposals below, believe that they are in
the best interests of the Funds and their shareholders, and unanimously
recommend that you vote FOR each of the proposals. The enclosed proxy statement
provides you with detailed information on each proposal including how it will
benefit shareholders.

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

1. Elect 13 trustees to each Board, each of whom will serve until his
or her successor is elected and qualified.

2. Approve a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and each of AIM Funds Management Inc.; INVESCO Asset
Management Deutschland, GmbH; INVESCO Asset Management Ltd.; Invesco Asset
Management (Japan) Limited; Invesco Australia Limited; Invesco Global Asset
Management (N.A.), Inc.; Invesco Hong Kong Limited; Invesco Institutional
(N.A.), Inc.; and Invesco Senior Secured Management, Inc.

3. Approve changing certain fundamental investment restrictions of
certain of the Funds.

4. Approve changing AIM Financial Services Fund's sub-classification
from "diversified" to "non-diversified" and approve the elimination of a
related fundamental investment restriction.

5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.

6. Approve an amendment to the Trusts' Agreements and Declarations of
Trust that would permit each Board to terminate a Trust, a Fund or a share
class without a shareholder vote.

7. 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 February 29, 2008, at 3:00 p.m., Central Time.

Shareholders of record of one or more of the Funds as of the close of
business on November 30, 2007 are entitled to notice of, and to vote at, the
applicable Special Meetings or any adjournment or postponement of the Special
Meetings.

WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY CARD. THE BOARDS ARE SOLICITING YOUR VOTE ON THE
PROPOSALS SET FORTH ABOVE. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH A WEBSITE
ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY
MATERIAL. 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 CARD, BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE APPLICABLE TRUST'S SECRETARY OR BY VOTING IN PERSON AT THE
SPECIAL MEETINGS.

-s- John M. Zerr
John M. Zerr
Secretary

December 28, 2007

<Table>

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008

INFORMATION ABOUT THE SPECIAL MEETINGS AND VOTING

WHY DID WE SEND YOU THIS PROXY STATEMENT?

We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the series portfolios of AIM Counselor Series Trust, AIM International
Mutual Funds, AIM Sector Funds and AIM Treasurer's Series Trust (each a "Trust,"
and together, the "Trusts") listed above (each a "Fund," and together, the
"Funds") because the Boards of Trustees (the "Boards") of the Trusts are
soliciting your proxy to vote at the Special Meetings of Shareholders and at any
adjournments or postponements of the Special Meetings (collectively, the
"Special Meetings"). This Proxy Statement provides you information about the
business to be conducted at the Special Meetings. You do not need to attend the
applicable 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 Trusts intend to mail this Proxy Statement, the enclosed Notice of
Special Meetings of Shareholders and the enclosed proxy card on or about
December 28, 2007, to all shareholders entitled to vote. Shareholders of record
of any class of a Fund as of the close of business on November 30, 2007 (the
"Record Date"), are entitled to vote their respective shares 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 for the period after the annual report, if any. If you have not received
such report(s) or would like to receive an additional copy, please contact AIM
Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-
1173, or call (800) 959-4246. We will furnish such report(s) free of charge.

WHEN AND WHERE WILL THE SPECIAL MEETINGS BE HELD?

We are holding the Special Meetings at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046 on February 29, 2008, at 3:00 p.m., Central Time.

WHAT ARE THE PROPOSALS TO BE VOTED ON AT THE SPECIAL MEETINGS?

Each of the proposals described in this proxy statement is designed to
benefit the Funds and their shareholders. In general, the proposals seek to
optimize the efficiency, flexibility and transparency of the operations of the
Funds and the delivery of investment management services to the Funds, and to
streamline the portfolio management operations of A I M Advisors, Inc. ("AIM")
and its affiliates.

The following table summarizes each proposal to be presented at the Special
Meetings, the Funds whose shareholders the Boards are soliciting for each
proposal and the page number on which the discussion of each proposal begins:

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

1. To elect trustees.................... All Funds 4
2. To approve a new sub-advisory
agreement between A I M Advisors,
Inc. and various affiliated sub-
advisers............................ All Funds 12
3. To approve changing fundamental
investment restrictions............. AIM Energy Fund, AIM Financial Services 19
Fund, AIM Gold & Precious Metals Fund,
AIM International Core Equity Fund,
AIM Leisure Fund, AIM Multi-Sector Fund,
AIM Technology Fund, AIM Utilities Fund,
Premier Portfolio, Premier Tax-Exempt
Portfolio, Premier U.S. Government Money
Portfolio
4. To approve changing AIM Financial
Services Fund's sub-classification
from "diversified" to "non-
diversified" and eliminating a
related fundamental investment
restriction......................... AIM Financial Services Fund 29
5. To approve making investment
objective(s) non-fundamental........ AIM Energy Fund, AIM Financial Services 30
Fund, AIM Gold & Precious Metals Fund,
AIM International Core Equity Fund,
AIM Leisure Fund, AIM Multi-Sector Fund,
AIM Technology Fund, AIM Utilities Fund,
Premier Portfolio, Premier Tax-Exempt
Portfolio, Premier U.S. Government Money
Portfolio
6. To approve an amendment to the
Trusts' Agreement and Declaration of
Trust............................... All Funds 31
</Table>

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.

HOW DO I VOTE IN PERSON?

If you do attend a Special Meeting, were the record owner of your shares on
the Record Date, and wish to vote in person, we will provide you with a ballot
prior to the vote. However, if your shares were held in the name of your broker,
bank or other nominee, you are required to 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. The letter must also state whether before a Special
Meeting you authorized a proxy to vote for you and if so, how you instructed
such proxy to vote. Please call the Trusts at (800) 952-3502 if you plan to
attend a Special Meeting.

HOW DO I VOTE 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 or to vote at a Special Meeting if you choose to do so.

If you properly complete and sign your proxy card and send it to us in time
to vote at a Special Meeting, your "proxy" (the individual(s) 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 Trust as follows and in accordance with
management's recommendation on other matters:

- FOR the election of all 13 nominees for trustee of your Trust.

- FOR the approval of a new sub-advisory agreement for each Fund between
A I M Advisors, Inc. and various affiliated sub-advisers.

- FOR changing certain fundamental investment restrictions of certain of
the Funds.

- FOR changing AIM Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and eliminating a related fundamental
investment restriction.

- FOR making the investment objective(s) of certain of the Funds non-
fundamental.

- FOR the approval of an amendment to the Trusts' Agreements and
Declarations of Trust.

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

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.

HOW DO I VOTE 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.

MAY I REVOKE MY VOTE?

If you authorize a proxy to vote for you, you may revoke the authorization
at any time before it is exercised. You can do this in one of four ways:

- You may send in another proxy card at a later date, prior to the
Shareholder Meetings.

- If you submitted a proxy by telephone, via the Internet or via an
alternative method of voting permitted by your broker, you may submit
another proxy by telephone, via the Internet, or via such alternative
method of voting, or send in another proxy with a later date.

- You may notify the Trusts' Secretary in writing before the Special
Meetings that you have revoked your proxy.

- You may vote in person at the Special Meetings, as set forth above under
the heading, "How Do I Vote in Person?".

WHAT IS THE QUORUM REQUIREMENT?

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for Proposals 1 and 6 for a particular Trust if shareholders entitled
to vote one-third of the issued and outstanding shares of such Trust on the
Record Date are present at the Special Meetings in person or by proxy. A quorum
will exist for Proposals 2, 3, 4 and 5 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 rules applicable to broker-dealers, if your broker holds your shares
in its name, we expect that the broker will be entitled to vote your shares on
Proposal 1 even if it has not received instructions from you. However, your
broker will not be entitled to vote on Proposals 2, 3, 4, 5 and 6 unless it has
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 considered to be
non-routine. Because Proposals 2, 3, 4, 5 and 6 are considered non-routine, your
broker will not be permitted to vote your shares if it has not received
instructions from you, and the shares will be considered "broker non-votes." As
a result, we urge you to complete and send in your proxy or voting instructions
so your vote can be counted.

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

COULD THERE BE AN ADJOURNMENT OF THE SPECIAL MEETINGS?

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 allow for
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" the proposal in favor of such an
adjournment and will vote those proxies required to be voted "AGAINST" the
proposal against such an adjournment. If a quorum is present but sufficient
votes to approve a proposal are not received, a shareholder vote may be taken on
other proposals described in this Proxy Statement prior to any adjournment if
sufficient votes have been received for such other proposals.

WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?

Proposal 1. The affirmative vote of a plurality of votes cast by the
shareholders of a Trust is necessary to elect trustees of that Trust at the
Special Meetings, meaning that the trustee nominee with the most affirmative
votes for a particular slot is elected for that slot. In an uncontested election
for trustees, 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, 3, 4 and 5. Approval of Proposals 2, 3, 4 and 5 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, 3, 4 and 5
because approval of Proposals 2, 3, 4 and 5 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 6. Approval of Proposal 6 requires the affirmative vote of a
majority of the votes cast by shareholders of the applicable Trust at the
Special Meetings. Abstentions and broker non-votes will not count as votes cast
and will have no effect on the outcome of this proposal.

HOW WILL PROXIES BE SOLICITED AND WHO WILL PAY?

The Trusts have engaged the services of Computershare Fund Services
("Solicitor") to assist in the solicitation of proxies for the Special Meetings.
Solicitor's costs for the Funds are currently estimated to be in the aggregate
approximately $872,000. The Trusts expect to solicit proxies principally by
mail, but the Trusts or Solicitor may also solicit proxies by telephone,
facsimile or personal interview. The Trusts' officers will not receive any
additional or special compensation for any such solicitation. The Funds and AIM
will each pay a portion of the cost of soliciting proxies.

WILL ANY OTHER MATTERS BE VOTED ON AT THE SPECIAL MEETINGS?

Management is not aware 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 on those matters in accordance with management's
recommendation.

HOW MAY A SHAREHOLDER PROPOSAL BE SUBMITTED?

As a general matter, the Funds do not hold regular meetings of
shareholders. Shareholder proposals for consideration at a meeting of
shareholders of a Fund should be submitted to the applicable Trust 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 Trust must receive
proposals within a reasonable time, as determined by the Trust's management,
before proxy materials are prepared for the meeting. Such proposals also must
comply with applicable law.

For a discussion of procedures that must be followed for a shareholder to
nominate an individual as a trustee, please refer to the section of this Proxy
Statement entitled "Proposal 1 -- What Are the Committees of the
Board? -- Governance Committee."

PROPOSAL 1

ELECTION OF TRUSTEES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1?

Proposal 1 applies to the shareholders of all Funds.

WHAT IS THE STRUCTURE OF THE BOARD OF TRUSTEES?

Each Board currently consists of 14 persons. Twelve of the current trustees
are "independent," meaning they are not "interested persons" of the Trusts
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act"). Two of the current trustees are "interested persons" because of their
business and financial relationships with the Trusts and A I M Advisors, Inc.
("AIM"), each Trust's investment adviser, and/or AIM's indirect parent, Invesco
Ltd. ("Invesco").

WHO ARE THE NOMINEES FOR TRUSTEES?

Each Trust's Governance Committee (which consists solely of independent
trustees) has approved the nomination of the 11 current independent trustees, as
set forth below, to serve as trustee until his or her successor is elected and
qualified. The Trust's full Board has approved the nomination of the two current
interested trustees, as set forth below. Ruth H. Quigley, a current trustee, is
retiring effective as of December 31, 2007.

Each nominee who is a current trustee serves as a trustee of the 16
registered investment companies comprising the mutual funds advised by AIM (the
"AIM Funds"). Each nominee who is a current trustee oversees 104 portfolios that
comprise the AIM Funds. The business address of each nominee who is a current
trustee is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

If elected, each nominee would continue to oversee a total of 16 registered
investment companies currently comprising 104 portfolios.

Each of the nominees is willing to serve as a trustee. However, if a
nominee becomes unavailable for election, proxies will vote for another nominee
proposed by the Boards or, as an alternative, the Boards may keep the position
vacant or reduce the number of trustees.

Information concerning Trustee ownership of Fund shares may be found under
the heading "Additional Information -- Do Trustees Own Shares of the Funds?"
which appears on page 33 herein.

NOMINEES WHO CURRENTLY ARE INDEPENDENT TRUSTEES

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

Bob R. 2003 AIM International Mutual Funds Retired None
Baker......
(1936)
1983 AIM Counselor Series Trust
AIM Sector Funds
AIM Treasurer's Series Trust

Frank S. 2003 AIM Counselor Series Trust Retired Formerly: Partner, law Badgley Funds, Inc.
Bayley..... AIM Sector Funds firm of Baker & McKenzie (registered investment
(1939) AIM Treasurer's Series Trust company) (2
portfolios)

2001 AIM International Mutual Funds

James T. 2003 AIM International Mutual Funds Founder, Green, Manning & Bunch None
Bunch...... Ltd. (investment banking firm); and
(1942) 2000 AIM Counselor Series Trust Director, Policy Studies, Inc. and
AIM Sector Funds Van Gilder Insurance Corporation
AIM Treasurer's Series Trust

Bruce L. 2003 AIM Counselor Series Trust Chairman, Crockett Technology ACE Limited (insurance
Crockett... AIM Sector Funds Associates (technology consulting company); Captaris,
(1944) AIM Treasurer's Series Trust company) Inc. (unified
messaging provider)
1992 AIM International Mutual Funds

Albert R. 2003 AIM Counselor Series Trust Director of a number of public and None
Dowden AIM Sector Funds private business corporations,
(1941) AIM Treasurer's Series Trust including the Boss Group, Ltd.
(private investment and
2000 AIM International Mutual Funds management), Reich & Tang Funds
(Chairman) (registered investment
company) (7 portfolios), Daily
Income Fund (4 portfolios),
California Daily Tax Free Income
Fund, Inc., Connecticut Daily Tax
Free Income Fund, Inc., New Jersey
Daily Municipal Income Fund, Inc.,
Annuity and Life Re (Holdings),
Ltd. (insurance company), and
Homeowners of America Holding
Corporation (property casualty
company)
Formerly: Director, CompuDyne
Corporation (provider of products
and services to the public security
market); Director, President and
Chief Executive Officer, Volvo
Group North America, Inc.; Senior
Vice President, AB Volvo; Director
of various affiliated Volvo
companies; and Director, Magellan
Insurance Company

Jack M. 2003 AIM Counselor Series Trust Chief Executive Officer, Twenty Administaff
Fields..... AIM Sector Funds First Century Group, Inc.
(1952) AIM Treasurer's Series Trust (government affairs company); Owner
and Chief Executive Officer, Dos
1997 AIM International Mutual Funds Angelos Ranch, L.P. (cattle,
hunting, corporate entertainment);
and Discovery Global Education Fund
(non-profit)

Formerly: Chief Executive Officer,
Texana Timber LP (sustainable
forestry company)

Carl 2003 AIM Counselor Series Trust Partner, law firm of Kramer Levin Director, Reich & Tang
Frisch- AIM Sector Funds Naftalis and Frankel LLP Funds (7 portfolios)
ling....... AIM Treasurer's Series Trust
(1937)

1991 AIM International Mutual Funds

Prema Mathai- 2003 AIM Counselor Series Trust Formerly: Chief Executive Officer, None
Davis...... AIM Sector Funds YWCA of the USA
(1950) AIM Treasurer's Series Trust

1998 AIM International Mutual Funds

Lewis F. 2003 AIM Counselor Series Trust Partner, law firm of Pennock & None
Pennock.... AIM Sector Funds Cooper
(1942) AIM Treasurer's Series Trust

1991 AIM International Mutual Funds
</Table>

Larry Soll, 2003 AIM International Mutual Funds Retired None
Ph.D. .....
(1942)
1997 AIM Counselor Series Trust
AIM Sector Funds
AIM Treasurer's Series Trust

Raymond 2005 AIM Counselor Series Trust Retired Formerly: Partner, Deloitte None
Stickel, AIM International Mutual Funds & Touche and Director, Mainstay VP
Jr. ....... AIM Sector Funds Series Funds, Inc. (25 portfolios)
(1944) AIM Treasurer's Series Trust
</Table>

NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS

<Table>
<Caption>
NAME, YEAR OF
BIRTH AND
POSITION(S) OTHER
HELD WITH THE TRUSTEE PRINCIPAL OCCUPATION(S) TRUSTEESHIP(S)
TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- ------------- ------- ---------------- ----------------------- --------------

Martin L. 2007 AIM Counselor Series Trust Director, Chief Executive Officer and None
Flana- AIM International Mutual Funds President, Invesco Ltd. (ultimate parent
gan(1)..... AIM Sector Funds of AIM and a global investment management
(1960) AIM Treasurer's Series Trust firm); Director, Chief Executive Officer
and President, Invesco Holding Company
Ltd. (formerly known as INVESCO PLC);
Chairman, A I M Advisors, Inc.
(registered investment adviser); and
Director, Chairman, Chief Executive
Officer and President, IVZ Inc. (holding
company) and INVESCO North American
Holdings, Inc. (holding company);
Chairman and President, INVESCO Group
Services, Inc. (service provider);
Trustee, The AIM Family of Funds(R); Vice
Chairman, Investment Company Institute;
and Member of Executive Board, SMU Cox
School of Business

Formerly: President, Co-Chief Executive
Officer, Co-President, Chief Operating
Officer and Chief Financial Officer,
Franklin Resources, Inc. (global
investment management organization) and
Chairman, Investment Company Institute
Philip A. 2006 AIM Counselor Series Trust Director, Chief Executive Officer and None
Taylor(2).. AIM International Mutual Funds President, AIM Mutual Fund Dealer Inc.
(1954) AIM Sector Funds (registered broker dealer), A I M
AIM Treasurer's Series Trust Advisors, Inc., AIM Funds Management Inc.
d/b/a INVESCO Enterprise Services
(registered investment adviser and
registered transfer agent) and 1371
Preferred Inc. (holding company);
Director, Chairman, Chief Executive
Officer and President, A I M Management
Group Inc. and A I M Capital Management,
Inc. (registered investment adviser);
Director and President, INVESCO Funds
Group, Inc. (registered investment
adviser and registered transfer agent)
and AIM GP Canada Inc. (general partner
for limited partnership); Director, A I M
Distributors, Inc. (registered broker
dealer); Director and Chairman, AIM
Investment Services, Inc. (registered
transfer agent) and INVESCO Distributors,
Inc. (registered broker dealer);
Director, President and Chairman, IVZ
Callco Inc. (holding company), INVESCO
Inc. (holding company) and AIM Canada
Holdings Inc. (holding company); Director
and Chief Executive Officer, AIM Trimark
Corporate Class Inc. (formerly AIM
Trimark Global Fund Inc.) (corporate
mutual fund company) and AIM Trimark
Canada Fund Inc. (corporate mutual fund
company); Trustee, President and
Principal Executive Officer, The AIM
Family of Funds(R) (other than AIM
Treasurer's Series Trust, Short-Term
Investments Trust and Tax-Free
Investments Trust); Trustee and Executive
Vice President, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust,
Short-Term Investments Trust and Tax-Free
Investments Trust only); and Manager,
PowerShares Capital Management LLC
</Table>

- ----------
(1) Mr. Flanagan was appointed as Trustee of the Trusts on February 24, 2007.
Mr. Flanagan is considered an interested person of the Funds because he is an
officer of the adviser to the Funds, and an officer and a director of Invesco,
parent of the adviser to the Funds.

(2) Mr. Taylor is considered an interested person of the Funds because he is
an officer and a director of the adviser to, and a director of the principal
underwriter of, the Funds.

Formerly: Director and Chairman, Fund
Management Company; (former registered
broker dealer); President and Principal
Executive Officer, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust,
Short-Term Investments Trust and Tax-Free
Investments Trust only); Chairman, AIM
Canada Holdings, Inc.; President, AIM
Trimark Global Fund Inc. and AIM Trimark
Canada Fund Inc.
</Table>

WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 1?

Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" the 13 nominees listed above.

WHAT ARE THE COMMITTEES OF THE BOARDS?

Each Board currently has six standing committees: an Audit Committee, a
Compliance Committee, a Governance Committee, an Investments Committee, a
Special Market Timing Litigation Committee and a Valuation Committee. Effective
January 1, 2008, each Board's Valuation Committee will be reconstituted as a
Valuation, Distribution and Proxy Oversight Committee.

AUDIT COMMITTEE

Each Audit Committee is separately designated and established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

Further, each Audit Committee is comprised entirely of trustees who are not
"interested persons" of the Funds as defined in Section 2(a)(19) of the 1940
Act. The current members of each Audit Committee are James T. Bunch, Bruce L.
Crockett, Lewis F. Pennock, Dr. Larry Soll, Raymond Stickel, Jr. (Chair), and
Ruth H. Quigley (Vice Chair). Effective January 1, 2008, Mr. Bunch will replace
Miss Quigley as the Vice Chair of each Audit Committee.

Each Audit Committee's primary purposes are to: (i) oversee qualifications,
independence and performance of the independent registered public accountants
(the "independent auditors") for the Funds; (ii) appoint independent auditors
for the Funds; (iii) pre-approve all permissible non-audit services that are
provided to the Funds by their independent auditors to the extent required by
Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with
Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by
the Funds' independent auditors to the Funds' investment adviser and certain
other affiliated entities; (v) review the audit and tax plans prepared by the
independent auditors; (vi) review the Funds' audited financial statements; (vii)
review the process that management uses to evaluate and certify disclosure
controls and procedures in Form N-CSR; (viii) review the process for preparation
and review of the Funds' shareholder reports; (ix) review certain tax procedures
maintained by the Funds; (x) review modified or omitted officer certifications
and disclosures; (xi) review any internal audits; (xii) establish procedures
regarding questionable accounting or auditing matters and other alleged
violations; (xiii) set hiring policies for employees and proposed employees of
the Funds who are employees or former employees of the independent auditors; and
(xiv) remain informed (a) of the Funds accounting systems and controls, (b)
regulatory changes and new accounting pronouncements that affect the Funds' net
asset value calculations and financial statement reporting requirements, and (c)
communications with regulators regarding accounting and financial reporting
matters that pertain to the Funds.

COMPLIANCE COMMITTEE

The current members of each Compliance Committee are Frank S. Bayley, Mr.
Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel.

Each Compliance Committee is responsible for: (i) recommending to the
Boards and the independent trustees the appointment, compensation and removal of
the Funds' Chief Compliance Officer; (ii) recommending to the independent
trustees the appointment, compensation and removal of the Funds' Senior Officer
appointed pursuant to the terms of the Assurances of Discontinuance entered into
by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG");
(iii) recommending to the independent trustees the appointment and removal of
AIM's independent Compliance Consultant (the "Compliance Consultant") and
reviewing the report prepared by the Compliance Consultant upon its compliance
review of AIM (the "Report") and any objections made by AIM with respect to the
Report; (iv) reviewing any report prepared by a third party who is not an
interested person of AIM, upon the conclusion by such third party of a
compliance review of AIM; (v) reviewing all reports on compliance matters from
the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by
the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all
reports from the Senior Officer of any violations of state and federal
securities laws, the Colorado Consumer Protection Act, or breaches of AIM's
fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii)
overseeing all of the compliance policies and procedures of the Funds and their
service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time
to time, reviewing certain matters

related to redemption fee waivers and recommending to the Board whether or not
to approve such matters; (x) receiving and reviewing quarterly reports on the
activities of AIM's Internal Compliance Controls Committee; (xi) reviewing all
reports made by AIM's Chief Compliance Officer; (xii) reviewing and recommending
to the independent trustees whether to approve procedures to investigate matters
brought to the attention of AIM's ombudsman; (xiii) risk management oversight
with respect to the Funds and, in connection therewith, receiving and overseeing
risk management reports from Invesco that are applicable to the Funds or their
service providers; and (xiv) overseeing potential conflicts of interest that are
reported to the Compliance Committee by AIM, the Chief Compliance Officer, the
Senior Officer and/or the Compliance Consultant.

GOVERNANCE COMMITTEE

Each Governance Committee is comprised entirely of trustees who are not
"interested persons" of the Funds as defined in Section 2(a)(19) of the 1940
Act. The current members of each Governance Committee are Messrs. Bob R. Baker,
Bayley, Dowden (Chair), Jack M. Fields (Vice Chair) and Carl Frischling and Dr.
Prema Mathai-Davis.

Each Governance Committee is responsible for: (i) nominating persons who
will qualify as independent trustees for (a) election as trustees in connection
with meetings of shareholders of the Funds that are called to vote on the
election of trustees, (b) appointment by the Boards of trustees to fill
vacancies that arise between meetings of shareholders; (ii) reviewing the size
of the Boards, and recommending to the Boards whether the size of the Boards
shall be increased or decreased; (iii) nominating the Chair of the Boards; (iv)
monitoring the composition of the Boards and each committee of the Boards, and
monitoring the qualifications of all trustees; (v) recommending persons to serve
as members of each committee of the Boards (other than the Compliance
Committees), as well as persons who shall serve as the chair and vice chair of
each such committee; (vi) reviewing and recommending the amount of compensation
payable to the independent trustees; (vii) overseeing the selection of
independent legal counsel to the independent trustees; (viii) reviewing and
approving the compensation paid to independent legal counsel to the independent
trustees; (ix) reviewing and approving the compensation paid to counsel and
other advisers, if any, to the Committees of the Boards; and (x) reviewing as
they deem appropriate administrative and/or logistical matters pertaining to the
operations of the Boards.

Each Governance Committee will consider nominees recommended by a
shareholder to serve as trustees, provided: (i) that such person is a
shareholder of record at the time he or she submits such names and is entitled
to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Boards, as applicable, shall make the
final determination of persons to be nominated. The Governance Committees will
evaluate nominees recommended by a shareholder to serve as trustees in the same
manner as they evaluate nominees identified by the Governance Committees.

In seeking out potential nominees and in nominating persons to serve as
independent trustees of the Funds, the Governance Committees will not
discriminate against any person based on his or her race, religion, national
origin, gender, physical disability and other factors not relevant to the
person's ability to serve as an independent trustee. Evaluation by the
Governance Committees of a person as a potential nominee to serve as an
independent trustee, including a person nominated by a shareholder, should
result in the following findings by the Governance Committees: (i) that, if such
nominee is elected or appointed, at least 75% of the trustees will be
independent trustees; (ii) that the person is otherwise qualified under
applicable laws and regulations to serve as a trustee of the Funds; (iii) that
the person is willing to serve, and willing and able to commit the time
necessary for the performance of the duties of a trustee; (iv) with respect to
potential nominees who will serve as members of the Audit Committees of the
Funds, that the person meets the requirements set forth in the Funds' Audit
Committee charter for service on such Committees; (v) that the person can make a
positive contribution to the Boards and the Funds, with consideration being
given to the person's business experience, education and such other factors as
the Governance Committees may consider relevant; (vi) that the person is of good
character and high integrity; and (vii) that the person has desirable
personality traits including independence, leadership and the ability to work
with the other members of the Board.

Consistent with the 1940 Act, the Governance Committees can consider
recommendations from management in its evaluation process.

Notice procedures set forth in each Trust's bylaws require that any
shareholder of a Fund desiring to nominate a trustee for election at a
shareholder meeting must submit to the applicable Trust's Secretary the
nomination in writing not later than the close of business on the later of the
90(th) day prior to such shareholder meeting or the tenth day following the day
on which public announcement is made of the shareholder meeting and not earlier
than the close of business on the 120(th) day prior to the shareholder meeting.
The notice must set forth: (i) as to each person whom the shareholder proposes
to nominate for election or reelection as a trustee all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of trustees in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A of the Securities Exchange Act of 1934
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a trustee if elected); and (ii) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination is made: (a) the name and address of such shareholder, as they
appear on the Trust's books, and of such beneficial owner; and (b) the number of
shares of each series portfolio of a Trust which are owned of record or
beneficially by such shareholder and such beneficial owner.

A current copy of the Governance Committees' Charter is available at
http://www.aiminvestments.com. Go to this site, access the About Us tab, and
click on Charter of the Governance Committees.

INVESTMENTS COMMITTEE

The current members of each Investments Committee are Messrs. Baker (Vice
Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Martin L. Flanagan,
Frischling, Pennock, Stickel, Philip A. Taylor, Drs. Mathai-Davis (Vice Chair)
and Soll, and Miss Quigley (Vice Chair). Effective January 1, 2008, Dr. Soll
will replace Miss Quigley as a Vice Chair of each Investments Committee.

Each Investments Committee's primary purpose is to: (i) assist the Boards
in their oversight of the investment management services provided by AIM as well
as any sub-advisers; and (ii) review all proposed and existing advisory and sub-
advisory arrangements for the Funds, and to recommend what action the full
Boards and the independent trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing arrangements.

Each Investments Committee has established three Sub-Committees. Each Sub-
Committee is responsible for: (i) reviewing the performance, fees and expenses
of the Funds that have been assigned to a particular Sub-Committee (for each
Sub-Committee, the "Designated Funds"), unless the Investments Committee takes
such action directly; (ii) reviewing with the applicable portfolio managers from
time to time the investment objective(s), policies, strategies and limitations
of the Designated Funds; (iii) evaluating the investment advisory and sub-
advisory arrangements in effect or proposed for the Designated Funds, unless the
Investments Committees take such action directly; (iv) being familiar with the
registration statements and periodic shareholder reports applicable to their
Designated Funds; and (v) such other investment-related matters as the
Investments Committees may delegate to the Sub-Committee from time to time.

SPECIAL MARKET TIMING LITIGATION COMMITTEE

The current members of each Special Market Timing Litigation Committee are
Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair).

Each Special Market Timing Litigation Committee is responsible: (i) for
receiving reports from time to time from management, counsel for management,
counsel for the AIM Funds and special counsel for the independent trustees, as
applicable, related to (a) the civil lawsuits, including purported class action
and shareholder derivative suits, that have been filed against the AIM Funds
concerning alleged excessive short term trading in shares of the AIM Funds
("market timing") and (b) the civil enforcement actions and investigations
related to market timing activity in the AIM Funds that were settled with
certain regulators, including without limitation the Securities and Exchange
Commission ("SEC"), the New York Attorney General and the Colorado Attorney
General, and for recommending to the independent trustees what actions, if any,
should be taken by the AIM Funds in light of all such reports; (ii) for
overseeing the investigation(s) on behalf of the independent trustees by special
counsel for the independent trustees and the independent trustees' financial
expert of market timing activity in the AIM Funds, and for recommending to the
independent trustees what actions, if any, should be taken by the AIM Funds in
light of the results of such investigation(s); (iii) for (a) reviewing the
methodology developed by AIM's Independent Distribution Consultant (the
"Distribution Consultant") for the monies ordered to be paid under the
settlement order with the SEC, and making recommendations to the independent
trustees as to the acceptability of such methodology and (b) recommending to the
independent trustees whether to consent to any firm with which the Distribution
Consultant is affiliated entering into any employment, consultant, attorney-
client, auditing or other professional relationship with AIM, or any of its
present or former affiliates, directors, officers, employees or agents acting in
their capacity as such for the period of the Distribution Consultant's
engagement and for a period of two years after the engagement; and (iv) for
taking reasonable steps to ensure that any AIM Fund which the Special Market
Timing Litigation Committee determines was harmed by improper market timing
activity receives what the Special Market Timing Litigation Committees deem to
be full restitution.

VALUATION COMMITTEE (IN PLACE PRIOR TO JANUARY 1, 2008)

The current members of each Valuation Committee are Messrs. Bunch, Pennock
(Vice Chair), Soll and Taylor and Miss Quigley (Chair).

Each Valuation Committee is responsible for: (i) developing a sufficient
knowledge of the valuation process and of AIM's Procedures for Valuing
Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out
their responsibilities; (ii) periodically reviewing information provided by AIM
or other advisers regarding industry developments in connection with valuation
and pricing, and making recommendations to the Boards with respect to the
Pricing Procedures based upon such review; (iii) reviewing the reports described
in the Pricing Procedures and other information from AIM regarding fair value
determinations made pursuant to the Pricing Procedures by AIM's internal
valuation committee, and reporting to and making recommendations to the Boards
in connection with such reports; (iv) receiving the reports of AIM's internal
valuation committee requesting approval of any changes to pricing vendors or
pricing methodologies as required by the Pricing Procedures, receiving the
annual report of AIM evaluating the pricing vendors, and approving changes to
pricing vendors and pricing methodologies as provided in the Pricing Procedures
and recommending the pricing vendors for approval by the Boards annually; (v)
upon request of AIM, assisting AIM's internal valuation committee and/or the
Boards in resolving particular fair valuation issues; (vi) receiving any reports
of concerns by AIM's internal valuation committee regarding actual or potential
conflicts of interest by investment personnel or others that could color their
input or recommendations regarding pricing issues, and receiving information
from AIM disclosing differences between valuation and pricing procedures used
for the Funds and private funds, if any, advised by AIM for which AIM Fund
administration has exclusive accounting responsibility, and the reasons for such
differences; and (vii) in each of the foregoing areas, making regular reports to
the Boards.

VALUATION, DISTRIBUTION AND PROXY OVERSIGHT COMMITTEE (EFFECTIVE JANUARY 1,
2008)

The Boards have appointed Messrs. Baker, Bunch, Fields, Frischling (Chair),
Pennock (Vice Chair), and Taylor, and Drs. Mathai-Davis and Soll to be the
members of the Valuation, Distribution and Proxy Oversight Committee, effective
January 1, 2008.

The primary purposes of the Valuation, Distribution and Proxy Oversight
Committee are: (a) to address issues requiring action or oversight by the Boards
of the AIM Funds (i) in the valuation of the AIM Funds' portfolio securities
consistent with the Pricing Procedures, (ii) in the oversight of creation and
maintenance by the principal underwriter of the AIM Funds of an effective
distribution and marketing system to build and maintain an adequate asset base
and to create and maintain economies of scale for the AIM Funds, (iii) in the
review of existing distribution arrangements for the AIM Funds under Rule 12b-1
and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on
portfolio securities of the Funds; and (b) to make regular reports to the full
Boards of the AIM Funds.

The Valuation, Distribution and Proxy Oversight Committee is responsible
for: (a) with regard to valuation, (i) developing an understanding of the
valuation process and the Pricing Procedures, (ii) reviewing the Pricing
Procedures and making recommendations to the full Boards with respect thereto,
(iii) reviewing the reports described in the Pricing Procedures and other
information from AIM regarding fair value determinations made pursuant to the
Pricing Procedures by AIM's internal valuation committee and making reports and
recommendations to the full Boards with respect thereto, (iv) receiving the
reports of AIM's internal valuation committee requesting approval of any changes
to pricing vendors or pricing methodologies as required by the Pricing
Procedures and the annual report of AIM evaluating the pricing vendors,
approving changes to pricing vendors and pricing methodologies as provided in
the Pricing Procedures, and recommending annually the pricing vendors for
approval by the full Boards; (v) upon request of AIM, assisting AIM's internal
valuation committee or the full Boards in resolving particular fair valuation
issues; (vi) reviewing the reports described in the Procedures for Determining
the Liquidity of Securities (the "Liquidity Procedures") and other information
from AIM regarding liquidity determinations made pursuant to the Liquidity
Procedures by AIM and making reports and recommendations to the full Boards with
respect thereto, and (vii) overseeing actual or potential conflicts of interest
by investment personnel or others that could affect their input or
recommendations regarding pricing or liquidity issues; (b) with regard to
distribution, (i) developing an understanding of mutual fund distribution and
marketing channels and legal, regulatory and market developments regarding
distribution, (ii) reviewing periodic distribution and marketing determinations
and annual approval of distribution arrangements and making reports and
recommendations to the full Boards with respect thereto, and (iii) reviewing
other information from the principal underwriter to the AIM Funds regarding
distribution and marketing of the AIM Funds and making recommendations to the
full Boards with respect thereto; and (c) with regard to proxy voting, (i)
overseeing the implementation of the Proxy Voting Guidelines (the "Guidelines")
and the Proxy Policies and Procedures (the "Proxy Procedures") by AIM and other
advisers, reviewing the Quarterly Proxy Voting Report and making recommendations
to the full Boards with respect thereto, (ii) reviewing the Guidelines and the
Proxy Procedures and information provided by AIM or other advisers regarding
industry developments and best practices in connection with proxy voting and
making recommendations to the full Boards with respect thereto, and (iii) in
implementing its responsibilities in this area, assisting AIM in resolving
particular proxy voting issues.

HOW OFTEN DID THE BOARDS AND THEIR COMMITTEES MEET?

The following table sets forth information regarding the number of meetings
held by each Board and each committee of each Board for each Trust's most
recently completed fiscal year. All of the current trustees then serving
attended at least 75% of the meetings of each Board or applicable committee held
during the most recent fiscal year.

<Table>
<Caption>
SPECIAL
MARKET
TIMING
AUDIT COMPLIANCE GOVERNANCE INVESTMENTS LITIGATION VALUATION
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
----- --------- ---------- ---------- ----------- ---------- ---------

AIM COUNSELOR SERIES TRUST(1)........... 9 6 7 8 6 1 5
AIM INTERNATIONAL MUTUAL FUNDS(2)....... 10 7 8 8 7 0 6
AIM SECTOR FUNDS(3)..................... 11 6 7 8 6 1 6
AIM TREASURER'S SERIES TRUST(1)......... 9 6 7 8 6 1 5
</Table>

- --------

(1) Information disclosed is for the fiscal year ended August 31, 2007.

(2) Information disclosed is for the fiscal year ended October 31, 2007.

(3) Information disclosed is for the fiscal year ended March 31, 2007.

The Funds normally do not hold annual shareholders' meetings; however, to
the extent that the Funds do hold annual shareholder meetings, the trustees are
encouraged but not required to attend such meetings.

HOW DO SHAREHOLDERS COMMUNICATE WITH THE BOARDS?

Each Board provides a process for shareholders to send communications to
the Board. If any shareholder wishes to communicate with a Board or with an
individual trustee, such shareholder should send his, her or its communications
to Ivy B. McLemore, Senior Vice President, Corporate Communications.
Communications made to Mr. McLemore may be communicated by telephone, e-mail or
regular mail to the

following address: A I M Management Group Inc., 11 Greenway Plaza, Suite 100,
Houston, TX 77046-1173, (713) 214-1904, ivy.mclemore@aiminvestments.com. All
shareholder communications received by Mr. McLemore shall be promptly forwarded
to the Legal Department, which shall then promptly forward such shareholder
communications to the individual trustee of the Fund to whom they were addressed
or to the full Board.

WHAT ARE TRUSTEES AND OFFICERS PAID FOR THEIR SERVICES?

Each trustee who is not affiliated with AIM is compensated for his or her
services according to a fee schedule which recognizes the fact that such trustee
also serves as a trustee of other AIM Funds. Each such trustee receives a fee,
allocated among the AIM Funds for which he or she serves as a trustee, which
consists of an annual retainer and meeting fees. The Chair of the Board and
Chairs and Vice Chairs of certain committees receive additional compensation for
their services in such capacities.

Information regarding compensation paid or accrued for each trustee of the
Trusts who was not affiliated with AIM during the year ended December 31, 2006
is found in Exhibit B.

DO THE TRUSTEES HAVE A RETIREMENT PLAN?

The trustees have adopted a retirement plan for the trustees of the Trusts
who are not affiliated with AIM. The trustees have also adopted a retirement
policy that permits each non-AIM-affiliated trustee to serve until December 31
of the year in which the trustee turns 72. A majority of the trustees may extend
from time to time the retirement date of a trustee.

Annual retirement benefits are available to each non-AIM-affiliated trustee
of the Trusts and/or other AIM Funds (each, a "Covered Fund") who has at least
five years of credited service as a trustee (including service to a predecessor
fund) for a Covered Fund. Effective January 1, 2006, for retirements after
December 31, 2005, the retirement benefits will equal 75% of the trustee's
annual retainer paid or accrued by any Covered Fund 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
trustee. The amount of the annual retirement benefit does not include additional
compensation paid for Board meeting fees or compensation paid to the Chair of
the Board and the Chairs and Vice Chairs of certain Board committees, whether
such amounts are paid directly to the trustee or deferred. The annual retirement
benefit is payable in quarterly installments for a number of years equal to the
lesser of (i) sixteen years or (ii) the number of such trustee's credited years
of service. If a trustee dies prior to receiving the full amount of retirement
benefits, the remaining payments will be made to the deceased trustee's
designated beneficiary for the same length of time that the trustee would have
received the payments, based on his or her service. A trustee must have attained
the age of 65 (60 in the event of death or disability) to receive any retirement
benefit. A trustee may make an irrevocable election to commence payment of
retirement benefits upon retirement from the Board before age 72, subject to a
reduction for early payment.

DO ANY TRUSTEES HAVE DEFERRED COMPENSATION AGREEMENTS?

Messrs. Crockett, Edward K. Dunn (a former trustee), Fields, Frischling and
Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring
Trustees") have each executed a Deferred Compensation Agreement (collectively,
the "Compensation Agreements"). Pursuant to the Compensation Agreements, the
Deferring Trustees have the option to elect to defer receipt of up to 100% of
their compensation payable by the Trusts, and such amounts are placed into a
deferral account and deemed to be invested in one or more AIM Funds selected by
the Deferring Trustees. Distributions from the Deferring Trustees' deferral
accounts will be paid in cash, generally in equal quarterly installments over a
period of up to ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement. If a Deferring
Trustee 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 Compensation Agreements are not funded and, with
respect to the payments of amounts held in the deferral accounts, the Deferring
Trustees have the status of unsecured creditors of the Trusts and of each other
AIM Fund from which they are deferring compensation.

WHO ARE THE TRUSTS' INDEPENDENT PUBLIC ACCOUNTANTS?

The Audit Committees of the Boards of AIM Counselor Series Trust, AIM
International Mutual Funds, AIM Sector Funds and AIM Treasurer's Series Trust
have appointed PricewaterhouseCoopers LLP ("PwC") as each such Trust's
independent public accountants for the fiscal years ending August 31, 2008,
October 31, 2008, March 31, 2008 and August 31, 2008, respectively.

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 Trusts have considered whether
the provision of the services below is compatible with maintaining the
independence of PwC.

WHAT DID PWC BILL THE TRUSTS?

PwC billed each Trust aggregate fees for services rendered to the Trusts
for the last two fiscal years as follows:

<Table>
<Caption>
FEES BILLED FOR SERVICES
RENDERED FOR FISCAL YEAR
FEES BILLED FOR SERVICES RENDERED FOR FISCAL YEAR 2007 2006
------------------------------------------------------ ----------------------------
TO AIM TO AIM TO AIM TO AIM TO AIM TO AIM
COUNSELOR INTERNATIONAL SECTOR TREASURER'S COUNSELOR INTERNATIONAL
SERIES TRUST MUTUAL FUNDS FUNDS SERIES TRUST SERIES TRUST MUTUAL FUNDS
------------ ------------- -------- ------------ ------------ -------------

Audit Fees....................... $272,969 $233,535 $214,099 $68,088 $220,075 $232,608
Audit-Related Fees............... 0 0 0 0 0 0
Tax Fees(1)...................... 57,896 48,845 47,061 15,036 41,929 47,560
All Other Fees................... 0 0 0 0 0 0
-------- -------- -------- ------- -------- --------
Aggregate Non-Audit Fees......... 57,896 48,845 47,061 15,036 41,929 47,560
-------- -------- -------- ------- -------- --------
Total Fees....................... $330,865 $282,380 $261,160 $83,124 $262,004 $280,168
-------- -------- -------- ------- -------- --------

<Caption>
FEES BILLED FOR
SERVICES RENDERED FOR
FISCAL YEAR 2006
-----------------------
TO AIM TO AIM
SECTOR TREASURER'S
FUNDS SERIES TRUST
-------- ------------

Audit Fees....................... $213,492 $65,925
Audit-Related Fees............... 0 0
Tax Fees(1)...................... 47,507 14,460
All Other Fees................... 0 0
-------- -------
Aggregate Non-Audit Fees......... 47,507 14,460
-------- -------
Total Fees....................... $260,999 $80,385
-------- -------

</Table>

- --------

(1) Tax Fees for fiscal year 2007 for AIM International Mutual Funds include
fees billed for reviewing tax returns and consultation services. All
other Tax Fees include fees billed for reviewing tax returns.

For the provision of non-audit services to each Trust, the pre-approval
requirement is waived pursuant to a de minimis exception if (i) such services
were not recognized as non-audit services by the Trust at the time of
engagement, (ii) the aggregate amount of all such services provided is no more
than 5% of the aggregate audit and non-audit fees paid by the Trust to PwC
during a fiscal year, and (iii) such services are promptly brought to the
attention of the Audit Committee and approved by the Trust's Audit Committee
prior to the completion of the audit. None of the Audit-Related Fees or Tax Fees
billed by PwC to the Trusts were provided pursuant to a waiver of the pre-
approval requirement.

WHAT DID PWC BILL AIM AND AIM AFFILIATES?

PwC did not bill any fees for non-audit services to AIM or any entity
controlling, controlled by or under common control with AIM that provides
ongoing services to the Funds for the last two fiscal years ended (i) March 31,
2007 and March 31, 2006 for AIM Sector Funds, (ii) August 31, 2007 and August
31, 2006 for AIM Counselor Series Trust and AIM Treasurer's Series Trust, and
(iii) October 31, 2007 and October 31, 2006 for AIM International Mutual Funds.

The Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies
and Procedures are set forth in Appendix I.

PROPOSAL 2

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2?

Proposal 2 applies to the shareholders of all Funds.

WHAT AM I BEING ASKED TO APPROVE?

The Boards recommend that you approve for your Fund a new investment sub-
advisory agreement (the proposed sub-advisory agreement) between AIM and each of
AIM Funds Management Inc.; INVESCO Asset Management Deutschland, GmbH; INVESCO
Asset Management Ltd.; Invesco Asset Management (Japan) Limited; Invesco
Australia Limited; Invesco Global Asset Management (N.A.), Inc.; Invesco Hong
Kong Limited; Invesco Institutional (N.A.), Inc.; and Invesco Senior Secured
Management, Inc. (collectively, the "Affiliated Sub-Advisers").

The form of the proposed sub-advisory agreement is set forth in Appendix
II. Each Fund's advisory agreement with AIM expressly permits AIM to delegate
any or all of its rights, duties or obligations under the advisory agreement to
one or more sub-advisers and also expressly permits AIM to replace sub-advisers
from time to time in its discretion, in accordance with applicable law.

HOW WILL THE PROPOSED SUB-ADVISORY AGREEMENT BENEFIT MY FUND?

The Affiliated Sub-Advisers, which have offices and personnel that are
located in financial centers around the world, have been formed in part for the
purpose of researching and compiling information and making recommendations (i)
on the markets and economies of various countries and securities of companies
located in such countries and/or (ii) on various types of investments and
investment techniques, and providing investment advisory services. AIM and the
Boards believe that the proposed sub-advisory agreement will benefit the Funds
and their shareholders by permitting AIM to utilize the additional resources and
talent of the Affiliated Sub-Advisers in managing the Funds.

Because AIM will pay all of the sub-advisory fees of the Affiliated Sub
Advisers, the proposed sub-advisory agreement will not affect the fees the Funds
pay to AIM pursuant to their advisory agreements.

The proposed sub-advisory agreement would allow AIM and the Funds to
receive investment advice and research services from the Affiliated Sub-Advisers
and would also permit AIM to grant one or more of the Affiliated Sub-Advisers
investment management

authority for a particular Fund if AIM believes doing so would benefit the Fund
and its shareholders. The sub-advisory fees payable under the proposed sub-
advisory agreements will have no direct effect on the Funds or their
shareholders, as they are paid by AIM to the Affiliated Sub-Advisers.

AIM and the Boards believe that the proposed sub-advisory agreement, if
approved by shareholders, will provide AIM with increased flexibility in
assigning portfolio managers to the Funds and will give the Funds access to
portfolio managers and investment personnel located in other offices, including
those outside the United States, who may have more specialized expertise on
local companies, markets and economies or on various types of investments and
investment techniques. Additionally, AIM and the Boards believe that the Funds
and their shareholders may benefit from giving the Affiliated Sub-Advisers the
ability to execute portfolio transactions for the Funds from offices located
outside the United States. This ability should enable the Funds to participate
more fully in trading sessions of foreign exchanges and to react more quickly to
changing market conditions around the world.

Each Fund's current portfolio managers are disclosed in the Fund's
prospectus. Any changes to a Fund's portfolio managers also will be disclosed in
the Fund's prospectus.

WHO ARE THE PROPOSED SUB-ADVISERS?

AIM Funds Management Inc. ("AFM") is a company incorporated in the province
of Ontario and has its principal office at 5140 Yonge Street, Suite 900,
Toronto, Ontario, Canada M2N 6X7. AFM has been an investment adviser since 1994.

INVESCO Asset Management Deutschland, GmbH ("INVESCO Deutschland") is a
German corporation with limited liability and has its principal office at
Bleichstrasse 60-62, Frankfurt, Germany 60313. INVESCO Deutschland has been an
investment adviser since 1998.

INVESCO Asset Management Ltd. ("IAML") is a United Kingdom corporation and
has its principal office at 30 Finsbury Square, London, EC2A 1AG, United
Kingdom. IAML has been an investment adviser since 2001.

Invesco Asset Management (Japan) Limited ("Invesco Japan") is a Japanese
corporation and has its principal office at 25(th) Floor, Shiroyama Trust Tower,
3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan. Invesco Japan has been
an investment adviser since 1996.

Invesco Australia Limited ("Invesco Australia") is an Australian public
limited company and has its principal office at 333 Collins Street, Level 26,
Melbourne Vic 3000, Australia. Invesco Australia has been an investment adviser
since 1983.

Invesco Global Asset Management (N.A.), Inc. ("IGAM") is a company
incorporated in the state of Delaware and has its principal office at 1360
Peachtree Street, Suite 100, Atlanta, Georgia 30309. IGAM has been an investment
adviser since 1997.

Invesco Hong Kong Limited ("Invesco Hong Kong") is a Hong Kong corporation
and has its principal office at 32(nd) Floor, Three Pacific Place, 1 Queen's
Road East, Hong Kong. Invesco Hong Kong has been an investment adviser since
1994.

Invesco Institutional (N.A.), Inc. ("IINA") is a company incorporated in
the state of Delaware and has its principal office at One Midtown Plaza, 1360
Peachtree Street, N.E., Atlanta, Georgia 30309. IINA has been an investment
adviser since 1988.

Invesco Senior Secured Management, Inc. ("ISSM") is a company incorporated
in the state of Delaware and has its principal office at 1166 Avenue of the
Americas, New York, New York 10036. ISSM has been as an investment adviser since
1992.

Each of the Affiliated Sub-Advisers other than Invesco Australia currently
is registered with the SEC as an investment adviser. As required by the terms of
the proposed sub-advisory agreement, Invesco Australia will be so registered
prior to providing any services to any of the Funds under the proposed sub-
advisory agreement.

Each of the Affiliated Sub-Advisers is an indirect wholly owned subsidiary
of Invesco and an affiliate of AIM, the Funds' investment adviser. AIM is an
indirect wholly owned subsidiary of Invesco. Invesco is a Bermuda company and
has its principal office at 1360 Peachtree Street NE, Atlanta, Georgia 30309.
Invesco and its subsidiaries comprise one of the world's largest independent
investment management organizations, with approximately $521.1 billion in assets
under management as of October 31, 2007.

A list of the names, addresses and principal occupations of the principal
executive officer and directors of each Affiliated Sub-Adviser is in Exhibit C.

WHICH TRUSTEES AND OFFICERS OF THE TRUSTS HAVE AN EQUITY INTEREST IN INVESCO OR
ARE OFFICERS AND/OR DIRECTORS OF THE AFFILIATED SUB-ADVISERS?

The following table lists the current trustees and executive officers of
the Trusts who own shares of Invesco and/or options to purchase shares of
Invesco. The table also lists those current trustees and executive officers of
the Trusts who are also officers and/or directors of an Affiliated Sub-Adviser.

<Table>
<Caption>
NAME AND POSITION(S) HELD WITH THE TRUSTS POSITION HELD WITH AFFILIATED SUB-ADVISER(S)
- ----------------------------------------- --------------------------------------------

Martin L. Flanagan ................................... None
Trustee
Philip A. Taylor...................................... Director and officer of AFM
Trustee, President and Principal Executive Officer
of AIM Counselor Series Trust, AIM International
Mutual Funds and AIM Sector Funds; Trustee and
Executive Vice President of AIM Treasurer's Series
Trust
Karen Dunn Kelley .................................... None
President and Principal Executive Officer of AIM
Treasurer's Series Trust: Vice President of AIM
Counselor Series Trust, AIM International Mutual
Funds and AIM Sector Funds
Sidney M. Dilgren .................................... None
Vice President, Treasurer and Principal Financial
Officer
John M. Zerr ......................................... None
Senior Vice President, Chief Legal Officer and
Secretary
Lisa O. Brinkley ..................................... None
Vice President
Kevin M. Carome ...................................... None
Vice President
Todd L. Spillane...................................... Chief Compliance Officer of IGAM, IINA and ISSM
Chief Compliance Officer
Lance A. Rejsek ...................................... None
Anti-Money Laundering Compliance Officer
</Table>

WHO IS YOUR FUND'S CURRENT SUB-ADVISER?

Certain of the Funds have an existing sub-advisory agreement in place
between AIM and one of the Affiliated Sub-Advisers (the existing sub-advisory
agreements) as follows:

<Table>
<Caption>
NAME OF FUND AFFILIATED SUB-ADVISER
- ------------ ----------------------

AIM Floating Rate Fund Invesco Senior Secured Management, Inc.
AIM International Core Equity Fund Invesco Global Asset Management (N.A.), Inc.
AIM Select Real Estate Income Fund Invesco Institutional (N.A.), Inc.
AIM Structured Core Fund Invesco Institutional (N.A.), Inc.
AMI Structured Growth Fund Invesco Institutional (N.A.), Inc.
AIM Structured Value Fund Invesco Institutional (N.A.), Inc.
</Table>

If Proposal 2 is approved by shareholders of each of the above Funds, AIM
will terminate the existing sub-advisory agreement for each such Fund and the
proposed sub-advisory agreement will replace each existing sub-advisory
agreement. If Proposal 2 is not approved by shareholders of one or more of the
above Funds, the existing sub-advisory agreement will continue in effect for
each Fund that does not approve Proposal 2.

Exhibit D indicates the dates on which the applicable Affiliated Sub-
Adviser became the sub-adviser to each of the above Funds. Exhibit D also
indicates the dates on which and the purposes for which shareholders last voted
on the existing sub-advisory agreements for the above Funds. The Boards,
including a majority of the independent trustees, last approved the continuance
of the existing sub-advisory agreements for the above Funds on June 27, 2007.

WHAT ARE THE TERMS OF THE PROPOSED SUB-ADVISORY AGREEMENT?

The primary terms of the proposed sub-advisory agreement are as follows:

behalf of the Fund with regard to any stock, bond, other security or
investment instrument, including but not limited to foreign currencies,
futures, options and other derivatives, and with regard to borrowing
money; (ii) place orders for the purchase and sale of securities or other
investment instruments with such brokers and dealers as the Affiliated
Sub-Adviser may select; and (iii) upon the request of AIM, provide
additional investment management services to the Fund, including but not
limited to managing the Fund's cash and cash equivalents and lending
securities on behalf of the Fund.

- Each Affiliated Sub-Adviser will agree under the proposed sub-advisory
agreement, 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, each Affiliated 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, AIM's
other clients, or an Affiliated Sub-Adviser's other clients with
research, analysis, advice and similar services. Each Affiliated 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 such Affiliated 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
AIM and such Affiliated 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.

- The proposed sub-advisory agreement requires that whenever an Affiliated
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
such Affiliated 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.

- The proposed sub-advisory agreement permits each Affiliated Sub-Adviser
to perform any or all of the services contemplated by the proposed sub-
advisory agreement, including but not limited to providing investment
advice to the Funds and placing orders for the purchase and sale of
portfolio securities for the Funds, directly or through such of its
subsidiaries or other affiliates, including each of the other Affiliated
Sub-Advisers, as such Affiliated Sub-Adviser determines.

- The proposed sub-advisory agreement requires that, in all matters
relating to its performance, each Affiliated Sub-Adviser act in
conformity with the Agreements and Declarations of Trust, By-Laws and
Registration Statements of the Trusts and with the instructions and
directions of AIM and the Boards and that each Affiliated Sub-Adviser
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.

- The proposed sub-advisory agreement provides that, to the extent an
Affiliated Sub-Adviser provides only investment advice or trading
services to AIM and the Funds, it will do so for no compensation from
either AIM or the Funds.

- The proposed sub-advisory agreement provides that, to the extent an
Affiliated Sub-Adviser manages a portion of a Fund's investments, the fee
that AIM will pay such Affiliated Sub-Adviser, computed daily and paid
monthly, will equal (i) 40% of the monthly compensation that AIM receives
from the applicable Trust pursuant to its advisory agreement with such
Trust, multiplied by (ii) a fraction equal to the net assets of such Fund
as to which the Affiliated Sub-Adviser shall have provided discretionary
investment management services for that month divided by the net assets
of such Fund for that month. In no event shall the aggregate monthly fees
paid to the Affiliated Sub-Advisers under the proposed sub-advisory
agreement exceed 40% of the monthly compensation AIM receives from the
applicable Trust pursuant to its advisory agreement with the Trust, as
reduced to reflect contractual or voluntary fee waivers or expense
limitations by AIM, if any. The proposed sub-advisory agreement further
provides that if, for any fiscal year of a Trust, the amount of the
advisory fee that a Fund would otherwise be obligated to pay to AIM is
reduced because of contractual or voluntary fee waivers or expense
limitations by AIM, the fee payable to each Affiliated Sub-Adviser will
be reduced proportionately; and to the extent that AIM reimburses a Fund
as a result of such expense limitations, such Affiliated Sub-Adviser will
reimburse AIM for such reimbursement payments in the same proportion that
the fee payable to such Affiliated Sub-Adviser bears to the advisory fee.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to maintain all books and records of the securities transactions of the
Funds in compliance with the requirements of the federal securities laws
and to furnish the Boards and AIM with periodic and special reports as
the Boards or AIM reasonably may request.

- The proposed sub-advisory agreement requires each Sub-Adviser to maintain
compliance procedures for the Funds that it and AIM reasonably believe
are adequate to ensure compliance with the federal securities laws and
the investment objective(s) and policies as stated in the Funds'
prospectuses and statements of additional information.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
at its expense to make available to the Boards and AIM at reasonable
times its portfolio managers and other appropriate investment personnel,
either in person or, at the mutual convenience of AIM and the Affiliated
Sub-Adviser, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Funds
and to consult with the Boards and AIM regarding the Funds' investment
affairs, including economic, statistical and investment matters related
to the Affiliated Sub- Adviser's duties, and to provide periodic reports
to AIM relating to the investment strategies it employs.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to assist in the fair valuation of portfolio securities held by the
Funds.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser,
upon AIM's request, to review draft reports to shareholders and other
documents and provide comments on a timely basis.

- The proposed sub-advisory agreement includes an express representation
and warranty by each Affiliated Sub-Adviser that it has adopted a code of
ethics meeting the requirements of applicable law.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser,
unless otherwise directed by AIM or the Boards, to vote all proxies
received in accordance with AIM's proxy voting policy or, if the
Affiliated Sub-Adviser has a proxy voting policy approved by the Boards,
such Affiliated Sub-Adviser's proxy voting policy.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to provide the Funds' custodian on each business day with information
relating to all transactions concerning the assets of the Funds.

- The proposed sub-advisory agreement provides that AIM and each Affiliated
Sub-Adviser have signed one sub-advisory agreement for administrative
convenience to avoid a multiplicity of documents, but that it is
understood and agreed that the proposed sub-advisory agreement shall
constitute a separate sub-advisory agreement between AIM and each Sub-
Adviser with respect to each Fund.

The proposed sub-advisory agreement will continue from year to year for
your Fund only if 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 trustees cast at a meeting called for that purpose. The proposed
sub-advisory agreement is terminable for any Fund or any Affiliated Sub-Adviser:
(i) by vote of the applicable Board or by a vote of a majority of the
outstanding voting securities of such Fund(s) on sixty days' written notice to
such Affiliated Sub-Adviser(s); or (ii) by AIM on sixty days' written notice to
such Affiliated Sub-Adviser(s); or (iii) by an Affiliated Sub-Adviser on sixty
days' written notice to the applicable Trust. Should the proposed sub-advisory
agreement be terminated for an Affiliated Sub-Adviser, AIM will assume the
duties and responsibilities of such Affiliated Sub-Adviser unless and until AIM
appoints another Affiliated Sub-Adviser to perform such duties and
responsibilities. In addition, the proposed sub-advisory agreement will
terminate automatically if assigned.

HOW DO THE TERMS OF THE EXISTING SUB-ADVISORY AGREEMENTS DIFFER FROM THOSE OF
THE PROPOSED SUB-ADVISORY AGREEMENT?

Certain of the Funds have existing sub-advisory agreements in place between
AIM and one of the Affiliated Sub-Advisers as described in "Who Is Your Fund's
Current Sub-Adviser?" Although certain terms and provisions in the proposed sub-
advisory agreement and the existing sub-advisory agreements are described
slightly differently, there are few substantive differences between them. The
primary differences between the existing sub-advisory agreements and the
proposed sub-advisory agreement are as follows:

- The proposed sub-advisory agreement replaces the applicable single
Affiliated Sub-Adviser for your Fund with the full slate of nine
Affiliated Sub-Advisers as the sub-advisers for your Fund. In addition,
the compensation payable to the applicable Affiliated Sub-Advisers under
the existing sub-advisory agreements is 40% of the compensation paid by
the applicable Trust to AIM pursuant to its advisory agreement with the
Trust, while the proposed advisory agreement divides this same 40% rate
among those Affiliated Sub-Advisers who provided discretionary investment
management services to the applicable Fund during a particular month.

- The proposed sub-advisory agreement provides that AIM may, in its
discretion, appoint each Affiliated Sub-Adviser to provide one or more of
the following services: (i) investment advice to one or more of the Funds
for all or a portion of its investments; (ii) placing orders for the
purchase and sale of portfolio securities or other investments for one or
more of the Funds; or (iii) discretionary investment management of all or
a portion of the investments of one or more of the Funds. The proposed
sub-advisory agreement provides that the services and the portion of the
investments of each Fund to be advised or managed by each Affiliated Sub
Adviser shall be as agreed from time to time by AIM and the Affiliated
Sub-Advisers. The existing sub-advisory agreements provide that the
applicable Affiliated Sub-Advisers will provide a continuous investment
program to all or a portion of the investments of the applicable Fund.
Therefore, while both the existing sub-advisory agreements and the
proposed sub-advisory agreement permit AIM to retain the right to manage
all or some of the Funds' investments, the proposed sub-advisory
agreement will also permit AIM to appoint multiple Affiliated Sub-
Advisers to manage different portions of each Fund's investments and to
change such appointments from time to time at AIM's discretion. The
proposed sub-advisory agreement also makes it clear that AIM and the
Funds may obtain from time to time from each Affiliated Sub-Adviser
investment advice, including factual information, research reports and
investment recommendations, and trading services.

- The proposed sub-advisory agreement revises the compensation section to
clarify that the only fees payable to the Affiliated Sub-Advisers
thereunder are for providing discretionary investment management services
to the Funds.

- The proposed sub-advisory agreement adds express requirements of the
Affiliated Sub-Advisers regarding access to portfolio managers, fair
valuation, document review, codes of ethics and proxy voting (as
discussed in more detail above under the heading "What Are the Terms of
the Proposed Sub-Advisory Agreement?")

- The proposed sub-advisory agreement permits each Affiliated Sub-Adviser
to perform any of all of the services contemplated by the proposed sub-
advisory agreement, including but not limited to providing investment
advice to the Funds and placing orders for

the purchase and sale of portfolio securities or other investments for
the Funds, directly or through such of its subsidiaries or other
affiliates, including each of the other Affiliated Sub-Advisers, as such
Affiliated Sub-Adviser determines.

WHAT FEES ARE CHARGED BY THE PROPOSED SUB-ADVISERS FOR SIMILAR FUNDS THEY
ADVISE?

The sub-advisory fees paid to IINA for serving as sub-adviser to other
mutual funds with similar investment objectives as AIM Select Real Estate Income
Fund are set forth in Exhibit E. The other Affiliated Sub-Advisers do not serve
as adviser or sub-adviser to any mutual funds with similar investment objectives
as any other Funds.

WHAT FACTORS DID THE TRUSTEES CONSIDER IN APPROVING THE PROPOSED SUB-ADVISORY
AGREEMENT?

At in-person meetings held on December 12-13, 2007, the Boards, including a
majority of the independent trustees, voting separately, approved the proposed
sub-advisory agreement for each Fund, effective on or about May 1, 2008. In so
doing, the Boards determined that the proposed sub-advisory agreement is in the
best interests of each Fund and its shareholders and that the compensation to
the Affiliated Sub-Advisers under the proposed sub-advisory agreement is fair
and reasonable.

The independent trustees met separately during their evaluation of the
proposed sub-advisory agreement with independent legal counsel from whom they
received independent legal advice, and the independent trustees also received
assistance during their deliberations from the independent Senior Officer, a
full-time officer of the AIM Funds who reports directly to the independent
trustees. The proposed sub-advisory agreement was considered separately for each
Fund, although the Boards also considered the common interests of all of the AIM
Funds in their deliberations. The Boards comprehensively considered all of the
information provided to them and did not identify any particular factor that was
controlling. Furthermore, each trustee may have evaluated the information
provided differently from one another and attributed different weight to the
various factors.

Set forth below is a discussion of the material factors and related
conclusions that formed the basis for the Boards' approval of the proposed sub-
advisory agreement for each Fund. The Boards reached their conclusions after
careful discussion and analysis. The Boards believe that they have carefully and
thoroughly examined the pertinent issues and alternatives. In recommending that
you approve the proposed sub-advisory agreement, the Boards and the independent
trustees have considered what they believe to be in your best interests.

A. NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY THE AFFILIATED
SUB-ADVISERS

All Funds: The Boards reviewed the services to be provided by the
Affiliated Sub-Advisers under the proposed sub-advisory agreement and the
credentials and experience of the officers and employees of the Affiliated Sub-
Advisers who will provide these services. The Boards concluded that the nature,
extent and quality of the services to be provided by the Affiliated Sub-Advisers
were appropriate. The Boards noted that the Affiliated Sub-Advisers, which have
offices and personnel that are geographically dispersed in financial centers
around the world, have been formed in part for the purpose of researching and
compiling information and making recommendations on the markets and economies of
various countries and securities of companies located in such countries or on
various types of investments and investment techniques, and providing investment
advisory services. The Boards concluded that the proposed sub-advisory agreement
will benefit the Funds and their shareholders by permitting AIM to utilize the
additional resources and talent of the Affiliated Sub-Advisers in managing the
Funds.

B. FUND PERFORMANCE

All Funds Other Than AIM Floating Rate Fund, AIM Select Real Estate Income
Fund, AIM Structured Core Fund, AIM Structured Growth Fund, AIM Structured Value
Fund and AIM International Core Equity Fund (for which an Affiliated Sub-Adviser
currently serves as sub-adviser): The Board did not view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for each Fund, as no Affiliated Sub-Adviser currently serves as sub-
adviser to each Fund.

AIM Floating Rate Fund: The Board did view Fund performance as a relevant
factor in considering whether to approve the proposed sub-advisory agreement for
the Fund, as one of the Affiliated Sub-Advisers currently serves as the sub-
adviser to the Fund. The Board compared the Fund's performance during the past
one, three and five calendar years to the performance of funds in the Fund's
Lipper peer group that are not managed by AIM, and against the performance of
all funds in the S&P/LSTA Leveraged Loan Index. The Board also reviewed the
methodology used by Lipper to identify the Fund's peers. The Board noted that
the Fund's performance was above the median performance of its peers for the
one, three and five years periods. The Board noted that the Fund's performance
was comparable to the performance of the Index for the one, three and five year
periods. The Board also considered the steps AIM has taken over the last several
years to improve the quality and efficiency of the services that AIM provides to
the AIM Funds. The Board concluded that AIM continues to be responsive to the
Board's focus on fund performance.

AIM Select Real Estate Income Fund: The Board did view Fund performance as
a relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board compared the Fund's performance during
the past one and three calendar years to the performance of funds in the Fund's
Lipper peer group that are not managed by AIM, and against the performance of
all funds in the Lipper Real Estate Funds Index. The Board also reviewed the
methodology used by Lipper to identify the Fund's peers. The Board noted that
the Fund's performance was below the median performance of its peers for the one
and three year periods. The Board noted that the Fund's performance was below
the performance of the Index for the one and three year periods. The Board also
noted that the Fund was reorganized from a closed-end fund

to an open-end fund on March 12, 2007, and that the comparative performance data
that they reviewed was that of the open-end fund. The Board also considered the
steps AIM has taken over the last several years to improve the quality and
efficiency of the services that AIM provides to the AIM Funds. The Board
concluded that AIM continues to be responsive to the Board's focus on fund
performance. However, due to the Fund's underperformance, the Board also
concluded that it would be appropriate for the Board to continue to closely
monitor and review the performance of the Fund. The Board also reviewed more
recent Fund performance and this review did not change their conclusions.

AIM Structured Core Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board noted that the Fund has not been in
operation for a full calendar year. The Board also considered the steps AIM has
taken over the last several years to improve the quality and efficiency of the
services that AIM provides to the AIM Funds. The Board concluded that AIM
continues to be responsive to the Board's focus on fund performance.

AIM Structured Growth Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board noted that the Fund has not been in
operation for a full calendar year. The Board also considered the steps AIM has
taken over the last several years to improve the quality and efficiency of the
services that AIM provides to the AIM Funds. The Board concluded that AIM
continues to be responsive to the Board's focus on fund performance.

AIM Structured Value Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board noted that the Fund has not been in
operation for a full calendar year. The Board also considered the steps AIM has
taken over the last several years to improve the quality and efficiency of the
services that AIM provides to the AIM Funds. The Board concluded that AIM
continues to be responsive to the Board's focus on fund performance.

AIM International Core Equity Fund: The Board did view Fund performance as
a relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board compared the Fund's performance during
the past one, three and five calendar years to the performance of funds in the
Fund's Lipper peer group that are not managed by AIM, and against the
performance of all funds in the Lipper International Large-Cap Core Funds Index.
The Board also reviewed the methodology used by Lipper to identify the Fund's
peers. The Board noted that the Fund's performance was comparable to the median
performance of its peers for the one, three and five year periods. The Board
noted that the Fund's performance was comparable to the performance of the Index
for the one, three and five year periods. The Board also considered the steps
AIM has taken over the last several years to improve the quality and efficiency
of the services that AIM provides to the AIM Funds. The Board concluded that AIM
continues to be responsive to the Board's focus on fund performance.

C. SUB-ADVISORY FEES

All Funds: The Boards considered the services to be provided by the
Affiliated Sub-Advisers pursuant to the proposed sub-advisory agreement and the
services to be provided by AIM pursuant to each Fund's advisory agreement, as
well as the allocation of fees between AIM and the Affiliated Sub-Advisers
pursuant to the proposed sub-advisory agreement. The Boards noted that the sub-
advisory fees have no direct effect on the Funds or their shareholders, as they
are paid by AIM to the Affiliated Sub-Advisers, and that AIM and the Affiliated
Sub-Advisers are affiliates. After taking account of each Fund's contractual
sub-advisory fee rate, as well as other relevant factors, the Boards concluded
that each Fund's sub-advisory fees were fair and reasonable.

D. FINANCIAL RESOURCES OF THE AFFILIATED SUB-ADVISERS

All Funds: The Boards considered whether each Affiliated Sub-Adviser is
financially sound and has the resources necessary to perform its obligations
under the proposed sub-advisory agreement, and concluded that each Affiliated
Sub-Adviser has the financial resources necessary to fulfill these obligations.

WHEN WILL PROPOSAL 2 BE IMPLEMENTED?

If Proposal 2 is approved, the proposed sub-advisory agreement will become
effective for each Fund, with respect to each Affiliated Sub-Adviser other than
Invesco Australia, on or about May 1, 2008. If Proposal 2 is approved, the
proposed sub-advisory agreement will become effective for each Fund, with
respect to Invesco Australia, on the later of on or about May 1, 2008 and the
date that Invesco Australia is registered with the SEC as an investment adviser,
if Invesco Australia is not so registered on or about May 1, 2008. Unless
terminated sooner by its terms, the proposed sub-advisory agreement for each
Fund will expire, unless continued by the applicable Board, on June 30, 2009.

For Funds that have existing sub-advisory agreements in place with an
Affiliated Sub-Adviser, if Proposal 2 is approved by shareholders of such Funds,
AIM will terminate the existing sub-advisory agreements and the proposed sub-
advisory agreement will replace each existing sub-advisory agreement, all
effective on or about May 1, 2008. If Proposal 2 is not approved by shareholders
of one or more of the Funds that have existing sub-advisory agreements with an
Affiliated Sub-Adviser, the existing sub-advisory agreement will continue in
effect for each such Fund.

WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 2?

Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 2.

PROPOSAL 3

APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS OF CERTAIN FUNDS

WHAT AM I BEING ASKED TO APPROVE?

Pursuant to the 1940 Act, each Fund has adopted fundamental investment
restrictions covering certain types of investment practices that may be changed
only with shareholder approval. Investment restrictions that a Fund has not
specifically designated as being fundamental are considered to be "non-
fundamental" and may be changed by a Board without shareholder approval.

Each Board is recommending that you approve changes to certain Funds'
fundamental investment restrictions for the reasons set forth below. The changes
will conform these restrictions to a set of uniform model restrictions under
which most AIM Funds operate. The Boards approved the changes to the investment
restrictions at in-person meetings held on December 12-13, 2007.

Although Proposals 3A through 3H all relate to certain Funds' fundamental
investment restrictions, each will be voted on separately, as indicated on the
enclosed proxy card. If any particular proposal is not approved by a Fund's
shareholders, the current fundamental investment restriction of the Fund related
to that proposal will not be changed.

HOW WILL THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS BENEFIT MY FUND?

AIM and the Boards expect that you will benefit from a set of uniform model
restrictions in a number of ways. The proposed uniform restrictions will provide
the Funds with as much investment flexibility as is possible under the 1940 Act.
AIM and the Boards believe that eliminating the disparities among the various
AIM Funds' fundamental restrictions will enhance AIM's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and investment
environments. The proposed fundamental restrictions will provide the Funds with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the Securities and Exchange Commission ("SEC") without
receiving prior shareholder approval. In managing the Funds, AIM will remain
subject to the Boards' oversight as well as policies and procedures adopted by
the Boards.

WHAT ARE THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS?

The following is the text and a summary description of the proposed changes
to the Funds' fundamental restrictions. The current fundamental investment
restrictions for the Funds are set forth in Exhibit F.

Each proposed change to the Funds' fundamental investment restrictions is
discussed below. The proposed fundamental investment restrictions will provide
the Funds with the ability to operate under new interpretations of the 1940 Act
or pursuant to exemptive relief from the SEC without receiving prior shareholder
approval. This flexibility is referred to in the proposed investment
restrictions as being permitted by the "1940 Act laws, interpretations and
exemptions." If the proposed fundamental investment restrictions are approved,
the Boards will adopt corresponding non-fundamental investment restrictions, as
applicable and set forth below, that will function as internal operating
guidelines for AIM to follow in managing the Funds. If circumstances change, the
Boards may change or eliminate any non-fundamental investment restriction in the
future without shareholder approval. AIM has informed the Boards that it does
not expect any of the proposed changes, except as may be specifically noted
below, to have a material impact on the Funds' operations at the present time.

For each existing or proposed fundamental or non-fundamental restriction,
if a percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a change
in the values of the Funds' portfolio securities or the amount of its total
assets will not be considered a violation of the restriction (with the exception
of borrowing money from banks).

PROPOSAL 3A

MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3A applies to shareholders of AIM Energy Fund, AIM Gold & Precious
Metals Fund, AIM International Core Equity Fund, AIM Leisure Fund, AIM Multi-
Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3A by shareholders, the existing fundamental
restriction with regard to issuer diversification would be changed to read as
follows:

"The Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result, the
Fund would fail to be a diversified company within the meaning of the 1940
Act, and the rules and regulations promulgated thereunder, as such statute,
rules, and regulations are amended from time to time or are interpreted
from time to time by the SEC staff (collectively, the "1940 Act Laws and
Interpretations") or except to the extent that the Fund may be permitted to
do so by exemptive order or similar relief (collectively, with the 1940 Act
Laws and Interpretations, the "1940 Act Laws, Interpretations and
Exemptions"). In complying with this restriction, however, the Fund may
purchase securities of other investment companies to the extent permitted
by the 1940 Act Laws, Interpretations and Exemptions."

DISCUSSION:

The Funds' current fundamental restriction on issuer diversification lists
the percentage standards set forth in the 1940 Act for a diversified fund. The
proposed modified policy adopts the same 1940 Act standards. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change.

If you approve the proposed change, the following new non-fundamental
investment restriction will become effective for the following Funds:

<Table>

AIM Energy Fund AIM Multi-Sector Fund
AIM Gold & Precious Metals Fund AIM Technology Fund
AIM International Core Equity Fund AIM Utilities Fund
AIM Leisure Fund
</Table>

"In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 75% of its total
assets, purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment companies), if,
as a result, (i) more than 5% of the Fund's total assets would be invested
in the securities of that issuer, or (ii) the Fund would hold more than 10%
of the outstanding voting securities of that issuer. The Fund may purchase
securities of other investment companies as permitted by the 1940 Act Laws,
Interpretations and Exemptions."

If you approve the proposed change, the following new non-fundamental
investment restriction will become effective for the following Funds:

<Table>

Premier Portfolio Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
</Table>

"In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 100% of its total
assets, purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment companies), if,
as a result, (i) more than 5% of the Fund's total assets would be invested
in the securities of that issuer, except as permitted by Rule 2a-7 under
the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding
voting securities of that issuer. The Fund may purchase securities of other
investment companies as permitted by the 1940 Act Laws, Interpretations and
Exemptions."

PROPOSAL 3B

MODIFICATION OF FUNDAMENTAL RESTRICTIONS ON ISSUING
SENIOR SECURITIES AND BORROWING MONEY

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3B applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3B, the existing fundamental restrictions on
issuing senior securities and borrowing money would be changed to read as
follows:

"The Fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions."

DISCUSSION:

The 1940 Act establishes limits on the ability of the Funds to borrow money
and issue "senior securities," a term that is defined, generally, to refer to
obligations that have a priority over the Funds' shares of beneficial interest
(equivalent to common shares) with respect to the distribution of its assets or
the payment of dividends. The Funds' current fundamental restrictions on
borrowing and issuing senior securities are set forth separately. The Funds'
current fundamental restriction on borrowing sets forth the percentage standard
set forth in the 1940 Act. The proposed changes would combine the Funds'
restrictions on borrowing money and issuing senior securities as well as make
them consistent with related restrictions for other AIM Funds and no more
limiting than required by the 1940 Act. The Board believes that changing the
Funds' fundamental restriction in this manner will provide flexibility for
future contingencies.

If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:

"In complying with the fundamental restriction regarding borrowing
money and issuing senior securities, the Fund may borrow money in an amount
not exceeding 33 1/3% of its total assets (including the amount borrowed)
less liabilities (other than borrowings). The Fund may borrow from banks,
broker-dealers, or an AIM Fund. The Fund may not borrow for leveraging, but
may borrow for temporary or emergency purposes, in anticipation of or in
response to adverse market conditions, or for cash management purposes. The
Fund may not purchase additional securities when any borrowings from banks
exceed 5% of the Fund's total assets or when any borrowings from an AIM
Fund are outstanding."

PROPOSAL 3C

MODIFICATION OF FUNDAMENTAL RESTRICTION
ON UNDERWRITING SECURITIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3C applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3C, the existing fundamental restriction on
underwriting securities would be changed to read as follows:

"The Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions
involving the acquisition, disposition or resale of its portfolio
securities, regardless of whether the Fund may be considered to be an
underwriter under the Securities Act of 1933."

DISCUSSION:

The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on underwriting
securities as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.

PROPOSAL 3D

MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3D applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

<Table>

AIM International Core Equity Fund AIM Multi-Sector Fund
</Table>

Upon the approval of Proposal 3D by shareholders of AIM International Core
Equity Fund and AIM Multi-Sector Fund, the existing fundamental restriction on
industry concentration would be changed to read as follows:

"The Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act
Laws, Interpretations and Exemptions) of its investments in the securities
of issuers primarily engaged in the same industry. This restriction does
not limit the Fund's investments in (i) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt
obligations issued by governments or political subdivisions of governments.
In complying with this restriction, the Fund will not consider a bank-
issued guaranty or financial guaranty insurance as a separate security."

DISCUSSION:

The Funds' current fundamental restriction on industry concentration limits
purchases of securities so that 25% or more of each Fund's total assets would
not be invested in securities of companies whose principal business activities
are in the same industry, except with regard to securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities, and
municipal securities for AIM Multi-Sector Fund; and securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
and securities of other investment companies for AIM International Core Equity
Fund.

The proposed modified policy adopts the same 1940 Act standards as the
current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. As a result, the proposed
changes would make each Fund's restriction on concentration no more limiting
than required by the 1940 Act. The Boards believe that changing each Fund's
fundamental restriction in this manner will provide more flexibility for future
contingences. However, the Boards do not currently intend the change to affect
any Funds' operations, under which each Fund does not invest 25% or more of its
total assets in securities of issuers having their principal business activities
in the same industry.

Accordingly, if you approve the proposed change, the following non-
fundamental investment restriction would also become effective for AIM
International Core Equity Fund and AIM Multi-Sector Fund:

"In complying with the fundamental restriction regarding industry
concentration, the Fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the same
industry."

<Table>

Premier Portfolio Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
</Table>

Upon the approval of Proposal 3D by shareholders of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the
existing fundamental restriction on industry concentration would be changed to
read as follows:

"The Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act
Laws, Interpretations and Exemptions) of its investments in the securities
of issuers primarily engaged in the same industry. This restriction does
not limit the Fund's investments in (i) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt
obligations issued by governments or political subdivisions of governments,
or (iii) bank instruments. In complying with this restriction, the Fund
will not consider a bank-issued guaranty or financial guaranty insurance as
a separate security."

DISCUSSION:

The Funds' current fundamental restriction on industry concentration limits
purchases of securities so that 25% or more of each Fund's total assets would
not be invested in securities of companies whose principal business activities
are in the same industry, except with regard to securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities, municipal
securities or securities issued or guaranteed by domestic banks, including U.S.
branches of foreign banks and foreign branches of U.S. banks.

The proposed modified policy adopts the same 1940 Act standards as the
current fundamental investment restriction. However, by not listing the
percentage limitations, the proposed policy would change automatically if the
1940 Act Laws, Interpretations, and Exemptions were to change. As a result, the
proposed changes would make each Fund's restriction on concentration no more
limiting than required by the 1940 Act. The Boards believe that changing each
Fund's fundamental restriction in this manner will provide more flexibility for
future contingences. However, the Boards do not currently intend the change to
affect any Funds' operations, under which each Fund does not invest 25% or more
of its total assets in securities of issuers having their principal business
activities in the same industry.

Accordingly, if you approve the proposed change, the following non-
fundamental investment restriction would also become effective for Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio:

AIM ENERGY FUND

Upon the approval of Proposal 3D by shareholders of AIM Energy Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:

"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions) its investments in
the securities of issuers engaged primarily in energy-related industries."

DISCUSSION:

AIM Energy Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more energy-related
industries. The proposed modified policy adopts the same 1940 Act standards as
the current fundamental restriction. However, by not listing the percentage
limitations, the

proposed policy would change automatically if the 1940 Act Laws,
Interpretations, and Exemptions were to change. The Board believes that changing
the Fund's fundamental restrictions in this manner will provide more flexibility
for future contingences. However, the Board does not currently intend the change
to affect the Fund's operations, under which the Fund will invest 25% or more of
its total assets in securities of issuers engaged primarily in energy-related
industries.

If you approve the proposed change to AIM Energy Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Energy Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in an energy-related industry if (1) at least 50% of its gross income or
its net sales are derived from activities in energy-related industries; (2)
at least 50% of its assets are devoted to producing revenues in energy-
related industries; or (3) based on other available information, the Fund's
portfolio manager(s) determines that its primary business is within energy-
related industries."

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than energy-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
energy-related industries. Because the Fund currently has a policy that requires
it to invest 80% of its assets in equity securities of issuers that do business
primarily in energy-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.

AIM FINANCIAL SERVICES FUND

Upon the approval of Proposal 3D by shareholders of AIM Financial Services
Fund, the existing fundamental restriction on industry concentration would be
changed to read as follows:

DISCUSSION:

AIM Financial Services Fund's current fundamental policy on industry
concentration requires the Fund to invest 25% or more of its total assets in
securities of companies whose principal business activities are in one or more
financial services-related industries. The proposed modified policy adopts the
same 1940 Act standards as the current fundamental restriction. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest 25% or more of its total assets in securities
of issuers engaged primarily in financial services-related industries.

If you approve the proposed change to AIM Financial Services Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM Financial Services Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a financial services-related industry if (1) at least 50% of its gross
income or its net sales are derived from activities in financial services-
related industries; (2) at least 50% of its assets are devoted to producing
revenues in financial services-related industries; or (3) based on other
available information, the Fund's portfolio manager(s) determines that its
primary business is within financial services-related industries.

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than financial services-related industries. The proposed policy
would eliminate this provision except as it relates to issuers engaged primarily
in financial services-related industries. Because the Fund currently has a
policy that requires it to invest 80% of its assets in equity securities of
issuers engaged primarily in financial services-related industries, this
provision is superfluous. This proposed change is intended to promote uniformity
with the analogous fundamental policy of other AIM Funds.

AIM GOLD & PRECIOUS METALS FUND

Upon the approval of Proposal 3D by shareholders of AIM Gold & Precious
Metals Fund, the existing fundamental restriction on industry concentration
would be changed to read as follows:

"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions) its investments in
the securities of issuers primarily engaged in gold and precious metals-
related industries."

DISCUSSION:

AIM Gold & Precious Metals Fund's current fundamental policy on industry
concentration requires the Fund to invest 25% or more of its total assets in
securities of companies whose principal business activities are in one or more
gold and precious metals-related industries. The proposed modified policy adopts
the same 1940 Act standards as the current fundamental restriction. However, by
not

listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest 25% or more of its total assets in securities
of issuers in gold and precious metals-related industries.

If you approve the proposed change to AIM Gold & Precious Metals Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM Gold & Precious Metals Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be
engaged in gold and precious metals-related industries if (1) at least 50%
of its gross income or its net sales are derived from activities in the
gold and precious metal industry; (2) at least 50% of its assets are
devoted to producing revenues in the gold and precious metals industry; or
(3) based on other available information, the Fund's portfolio manager(s)
determines that its primary business is within the gold and precious metals
industry."

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than gold and precious metals-related industries. The proposed
policy would eliminate this provision except as it relates to issuers in gold
and precious metals-related industries. Because the Fund currently has a policy
that requires it to invest 80% of its assets in equity securities of issuers
involved in exploring for, mining, processing, or dealing and investing in gold,
gold bullion, and other precious metals such as silver, platinum and palladium
as well as diamonds, this provision is superfluous. This proposed change is
intended to promote uniformity with the analogous fundamental policy of other
AIM Funds.

AIM LEISURE FUND

Upon the approval of Proposal 3D by shareholders of AIM Leisure Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:

DISCUSSION:

AIM Leisure Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more leisure-related
industries. The proposed modified policy adopts the same 1940 Act standards as
the current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. The Board believes that
changing the Fund's fundamental restrictions in this manner will provide more
flexibility for future contingences. However, the Board does not currently
intend the change to affect the Fund's operations, under which the Fund will
invest 25% or more of its total assets in securities of issuers in leisure-
related industries.

If you approve the proposed change to AIM Leisure Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Leisure Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be in the
leisure industry if (1) at least 50% of its gross income or its net sales
are derived from products or services related to the leisure activities of
individuals; (2) at least 50% of its assets are devoted to producing
revenues through products or services related to the leisure activities of
individuals; or (3) based on other available information, the Fund's
portfolio manager(s) determines that its primary business is in products or
services related to leisure activities of individuals."

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than leisure-related industries. The proposed policy would
eliminate this provision except as it relates to issuers having their principal
business activities in leisure-related industries. Because the Fund currently
has a policy that requires it to invest 80% of its assets in equity securities
of issuers that are engaged in the design, production and distribution of
products and services related to leisure activities of individuals, this
provision is superfluous. This proposed change is intended to promote uniformity
with the analogous fundamental policy of other AIM Funds.

AIM TECHNOLOGY FUND

Upon the approval of Proposal 3D by shareholders of AIM Technology Fund,
the existing fundamental restriction on industry concentration would be changed
to read as follows:

DISCUSSION:

AIM Technology Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more technology-
related industries. The proposed modified policy adopts the same 1940 Act
standards as the current fundamental restriction. However, by not listing the
percentage limitations, the proposed policy would change automatically if the
1940 Act Laws, Interpretations, and Exemptions were to change. The Board
believes that changing the Fund's fundamental restrictions in this manner will
provide more flexibility for future contingences. However, the Board does not
currently intend the change to affect the Fund's operations, under which the
Fund will invest 25% or more of its total assets in securities of issuers
engaged primarily in technology-related industries.

If you approve the proposed change to AIM Technology Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Technology Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a technology-related industry if (1) at least 50% of its gross income or
its net sales are derived from activities in technology-related industries;
(2) at least 50% of its assets are devoted to producing revenues in
technology-related industries; or (3) based on other available information,
the Fund's portfolio manager(s) determines that its primary business is
within technology-related industries."

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than technology-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
technology-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers engaged
primarily in technology-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.

AIM UTILITIES FUND

Upon the approval of Proposal 3D by shareholders of AIM Utilities Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:

DISCUSSION:

AIM Utilities Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more utilities-
related industries. The proposed modified policy adopts the same 1940 Act
standards as the current fundamental restriction. However, by not listing the
percentage limitations, the proposed policy would change automatically if the
1940 Act Laws, Interpretations, and Exemptions were to change. The Board
believes that changing the Fund's fundamental restrictions in this manner will
provide more flexibility for future contingences. However, the Board does not
currently intend the change to affect the Fund's operations, under which the
Fund will invest 25% or more of its total assets in securities of issuers
engaged primarily in utilities-related industries.

If you approve the proposed change to AIM Utilities Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Utilities Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a utilities-related industry if (1) at least 50% of its gross income or
its net sales are derived from activities in utilities-related industries;
(2) at least 50% of its assets are devoted to producing revenues in
utilities-related industries; or (3) based on other available information,
the Fund's portfolio manager(s) determines that its primary business is
within utilities-related industries."

The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than utilities-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
utilities-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers engaged
primarily in utilities-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.

PROPOSAL 3E

MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3E applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3E, the existing fundamental restriction on
real estate investments would be changed to read as follows:

"The Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that
invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real
estate or interests therein."

DISCUSSION:

The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on real estate
investments as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.

PROPOSAL 3F

MODIFICATION OF FUNDAMENTAL RESTRICTION ON PURCHASING
OR SELLING COMMODITIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3F applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

ALL FUNDS OTHER THAN AIM GOLD & PRECIOUS METALS FUND

Upon the approval of Proposal 3F, the existing fundamental restriction on
purchasing or selling physical commodities would be changed to read as follows:

"The Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions involving futures contracts and options thereon or investing
in securities that are secured by physical commodities."

DISCUSSION:

The proposed change to this fundamental restriction is intended to promote
uniformity with the analogous fundamental restriction of other AIM Funds. The
proposed restriction would narrow somewhat the scope of the current fundamental
restriction. Whereas the current fundamental restriction prohibits the purchase
or sale of physical commodities without exception, the proposed fundamental
restriction permits the purchase or sale of physical commodities acquired as a
result of ownership of securities or other instruments.

If you approve the proposed addition, the following non-fundamental
investment restriction would also become effective for the Funds:

"Notwithstanding the fundamental restriction with regard to engaging
in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities, the Fund
currently may not invest in any security (including futures contracts or
options thereon) that is secured by physical commodities."

The Funds do not consider currencies or other financial commodities or
contracts and financial instruments to be physical commodities (which include,
for example, oil, precious metals and grains). Accordingly, as is the case with
the other AIM Funds that currently have the proposed restriction regarding
purchasing and selling physical commodities, the Funds will interpret the
proposed restriction and the related non-fundamental restriction to permit the
Funds, subject to each Fund's investment objectives and general investment
policies (as stated in the Funds' prospectuses and applicable Statement of
Additional Information), to invest directly in foreign currencies and other
financial commodities and to purchase, sell or enter into commodity futures
contracts and options thereon, foreign currency forward contracts, foreign
currency options, currency-, commodity- and financial instrument-related swap
agreements, hybrid instruments, interest rate or securities-related or foreign
currency-related hedging instruments or other currency, commodity or

financial instrument related derivatives, subject to compliance with any
applicable provisions of the federal securities or commodities laws. The Funds
also will interpret their fundamental restriction regarding purchasing and
selling physical commodities and their related non-fundamental restriction to
permit the Funds to invest in exchange-traded funds that invest in physical
and/or financial commodities, subject to the limits described in the Funds'
prospectuses and applicable Statement of Additional Information.

AIM GOLD & PRECIOUS METALS FUND

Upon the approval of Proposal 3F, the existing fundamental restriction on
purchasing or selling physical commodities would be changed to read as follows:

"The Fund may not purchase physical commodities or sell physical
commodities (other than gold bullion) unless acquired as a result of
ownership of securities or other instruments. This restriction does not
prevent the Fund from engaging in transactions involving futures contracts
and options thereon or investing in securities that are secured by physical
commodities."

DISCUSSION:

The proposed change to this fundamental restriction is intended to promote
uniformity with the analogous fundamental restriction of other AIM Funds, while
maintaining AIM Gold & Precious Metal Fund's current ability to invest directly
in gold bullion. The proposed restriction would narrow somewhat the scope of the
current fundamental restriction. Whereas the current fundamental restriction
prohibits the purchase or sale of physical commodities except for purchases and
sales of gold bullion, the proposed fundamental restriction permits the purchase
or sale of physical commodities acquired as a result of ownership of securities
or other instruments.

If you approve the proposed addition, the following non-fundamental
investment restriction would also become effective for AIM Gold & Precious
Metals Fund:

AIM Gold & Precious Metals Fund does not consider currencies or other
financial commodities or contracts and financial instruments to be physical
commodities (which include, for example, oil, precious metals and grains).
Accordingly, as is the case with the other AIM Funds that currently have the
proposed restriction regarding purchasing and selling physical commodities, AIM
Gold & Precious Metals Fund will interpret the proposed restriction and the
related non-fundamental restriction to permit the Fund, subject to the Fund's
investment objectives and general investment policies (as stated in the Funds'
prospectuses and applicable Statement of Additional Information), to invest
directly in foreign currencies and other financial commodities and to purchase,
sell or enter into commodity futures contracts and options thereon, foreign
currency forward contracts, foreign currency options, currency-, commodity- and
financial instrument-related swap agreements, hybrid instruments, interest rate
or securities-related or foreign currency-related hedging instruments or other
currency, commodity or financial instrument related derivatives, subject to
compliance with any applicable provisions of the federal securities or
commodities laws. The Fund also will interpret its fundamental restriction
regarding purchasing and selling physical commodities and its related non-
fundamental restriction to permit the Fund to invest in exchange-traded funds
that invest in physical and/or financial commodities, subject to the limits
described in the Fund's prospectuses and applicable Statement of Additional
Information.

The following non-fundamental policy for AIM Gold & Precious Metals Fund
will remain in effect for the Fund regardless of whether Proposal 3F is approved
for the Fund:

"AIM Gold & Precious Metals Fund may invest up to 10% at the time of
purchase of its total assets in gold bullion."

PROPOSAL 3G

MODIFICATION OF FUNDAMENTAL RESTRICTION ON MAKING LOANS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3G applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3G, the existing fundamental restriction on
making loans would be changed to read as follows:

"The Fund may not make personal loans or loans of its assets to
persons who control or are under the common control with the Fund, except
to the extent permitted by 1940 Act Laws, Interpretations and Exemptions.
This restriction does not prevent the Fund from, among other things,
purchasing debt obligations, entering into repurchase agreements, loaning
its assets to broker-dealers or institutional investors, or investing in
loans, including assignments and participation interests."

DISCUSSION:

The Funds' current fundamental restriction on lending securities and making
loans lists the percentage standards set forth in the 1940 Act for lending
securities and making loans. The proposed modified policy adopts the same 1940
Act standards. However, by not listing the percentage limitations, the proposed
policy would change automatically if the 1940 Act Laws, Interpretations, and
Exemptions were to change. The proposed change to this fundamental restriction
also is intended to promote uniformity with the analogous fundamental
restriction of other AIM Funds.

If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:

"In complying with the fundamental restriction with regard to making
loans, the Fund may lend up to 33 1/3% of its total assets and may lend
money to an AIM Fund, on such terms and conditions as the SEC may require
in an exemptive order."

PROPOSAL 3H

MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTMENT
IN INVESTMENT COMPANIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3H applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3H, the existing fundamental policy on
investments in other investment companies would be changed to read as follows:

"The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-
end management investment company with substantially the same fundamental
investment objectives, policies and restrictions as the Fund."

DISCUSSION:

The proposed changes to this fundamental restriction would limit the scope
of the Funds' current restriction on investment in investment companies. The
current fundamental restriction permits the Funds to invest all of their assets
in an open-end management investment company managed by AIM or an affiliate or
successor thereof, with substantially the same investment objective, policies
and limitations as the Fund, whereas the proposed fundamental restriction would
permit these types of investments regardless of whether the investment company
were managed by AIM. The proposed change to this fundamental restriction also is
intended to promote uniformity with the analogous fundamental restriction of
other AIM Funds.

If you approve the proposed restriction, each Fund will have the ability to
invest all of its assets in another open-end investment company whether or not
managed by AIM or an AIM affiliate. Because the Funds do not currently intend to
do so, the following non-fundamental investment restriction will become
effective for the Funds:

"Notwithstanding the fundamental restriction with regard to investing
all assets in an open-end fund, the Fund may not invest all of its assets
in the securities of a single open-end management investment company with
the same fundamental investment objective, policies, and restrictions as
the Fund."

WHEN WILL PROPOSALS 3A THROUGH 3H BE IMPLEMENTED?

If the holders of a majority of the respective Fund's outstanding voting
securities (as defined in the 1940 Act) approve each of the above proposals, the
proposed fundamental investment restrictions will replace the Funds' current
fundamental investment restrictions. Accordingly, the proposed fundamental
investment restrictions, along with the current fundamental investment
restrictions that have not changed, will become the fundamental investment
restrictions under which the Funds will operate. The Board anticipates that
these proposals, if approved, will be effective on or about May 1, 2008, upon
appropriate disclosure being made in the Funds' Prospectuses and Statements of
Additional Information.

WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSALS 3A THROUGH 3H?

Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposals 3A through 3H.

PROPOSAL 4

APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT
FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND AND ELIMINATION
OF A RELATED INVESTMENT RESTRICTION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 4?

Proposal 4 applies only to shareholders of AIM Financial Services Fund.

WHAT AM I BEING ASKED TO APPROVE?

AIM Financial Services Fund is currently sub-classified as a "diversified"
fund for purposes of Section 5(b)(1) of the 1940 Act. As a diversified fund, AIM
Financial Services Fund is limited as to the amount it may invest in any single
issuer. Specifically, for 75% of its total assets, the Fund currently may not
invest in a security if, as a result of such investment, more than 5% of its
total assets (calculated at the time of purchase) would be invested in
securities of any one issuer. In addition, for 75% of its total assets, the Fund
may not hold more than 10% of the outstanding voting securities of any one
issuer. The restrictions in Section 5(b)(1) do not apply to U.S. government
securities, securities of other investment companies, cash and cash items.

AIM Financial Services Fund currently has in place a fundamental investment
limitation on diversification. This limitation (which may only be changed with
shareholder approval) provides that the Fund "may not with respect to 75% of the
Fund's total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as a result,
(i) more than 5% of the Fund's total assets would be invested in the securities
of that issuer, or (ii) the Fund would hold more than 10% of the outstanding
voting securities of that issuer."

At the Special Meeting of AIM Sector Funds, shareholders of AIM Financial
Services Fund will be asked to approve a change in the sub-classification of the
Fund under the 1940 Act from a "diversified" fund to a "non-diversified" fund
and to eliminate the investment limitation on diversification. If approved by
shareholders, the Fund will no longer be subject to the diversification
limitation, however, the Fund will continue to be subject to Federal tax
diversification restrictions (see below).

HOW WILL THE PROPOSED CHANGE TO THE FUND'S SUB-CLASSIFICATION BENEFIT MY FUND?

Changing AIM Financial Services Fund's status to non-diversified would
provide AIM, the Fund's investment adviser, with enhanced flexibility in
managing the assets of the Fund. Specifically, the Fund's portfolio managers
will be able to invest a greater percentage of the overall portfolio in
positions which individually are more than 5% of the Fund's total assets.

The improved flexibility will allow more optimal position sizing under the
Fund's current investment strategy. Additionally, the Fund will have increased
ability to hold positions that exceed the benchmark weights of several large
benchmark constituents. Most of the Fund's peers are currently classified as
non-diversified, and thus already have this expanded flexibility. The portfolio
managers expect that a change in status from diversified to non-diversified
should help bolster the Fund's competitiveness relative to its benchmark and
peers.

If Proposal 4 is approved by AIM Financial Services Fund's shareholders,
the Fund would be permitted to invest a greater portion of its assets in fewer
issuers. Shareholders should note that if the change in the Fund's sub-
classification to "non-diversified" is approved, the Fund's investment risk may
increase. This is because the investment return on a non-diversified fund
typically is dependent upon the performance of a smaller number of securities
relative to the number held in a diversified fund. A non-diversified fund can
invest a greater portion of its assets in a single issuer and may invest in a
smaller number of issuers than a diversified fund. Consequently, a non-
diversified fund is more susceptible to adverse developments affecting any
single issuer held in its portfolio than a diversified fund, and may be more
susceptible to greater losses because of such developments. Accordingly, if
Proposal 4 is approved on behalf of the Fund, the Fund would be subject to
greater risk than it currently is subject to as a diversified fund. The Fund's
portfolio managers have no present intention to change the Fund's investment
strategy, which indicates that the Fund will normally own 35 to 50 stocks.

Although AIM Financial Services Fund would no longer be subject to the 1940
Act diversification restrictions if shareholders approve Proposal 4, the Fund
will continue to be subject to Federal tax diversification restrictions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "IRC"). For
purposes of the IRC, the Fund operates as a series "regulated investment
company." As such, the Fund must meet certain diversification requirements,
including the requirement that, in general, at least 50% of the market value of
the Fund's total assets at the close of each quarter of the Fund's taxable year
must be invested in cash, cash equivalents, U.S. government securities,
securities of other regulated investment companies, and securities of issuers
(including foreign governments) with respect to which the Fund has invested no
more than 5% of its total assets in securities of any one issuer and owns no
more than 10% of the outstanding voting securities of any issuer. The Fund also
must invest no more than 25% of the value of its total assets in securities
(other than U.S. government securities and securities of other regulated
investment companies) of any one issuer or of two or more issuers that the Fund
controls and are engaged in the same, similar or related trades or businesses
or, collectively, in the securities of certain publicly traded partnerships.
These limits apply only as of the close of each quarter of the Fund's taxable
year. These Federal tax diversification requirements may change in the future
without shareholder approval.

If Proposal 4 is approved by shareholders, AIM Financial Services Fund
would still be required to comply with Section 12(d)(3) and Rule 12d3-1 of the
1940 Act for purchases of securities issued by persons engaged in securities
related activities. Under the 1940 Act, a person's activities as a broker, a
dealer, an underwriter, an investment adviser registered under the Investment
Advisers Act of 1940, or as an investment adviser to a registered investment
company are considered to be securities related activities ("Securities Related
Activities"). The Fund may acquire any security issued by any person that, in
its most recent fiscal year, derived 15% or less of its gross revenues from
Securities Related Activities unless the Fund would control the person after the
acquisition. Moreover, the Fund may acquire any security issued by any person
that, in its most recent fiscal year, derived more than 15% of its gross
revenues from Securities Related Activities provided that (1) immediately after
the acquisition of any equity security, the Fund owns not more than 5% of the
outstanding securities of a class of the issuer's equity securities, (2)
immediately after the acquisition of any debt security, the Fund owns not more
than 10% of the outstanding principal amount of the issuer's debt securities,
and (3) immediately after such acquisition, the Fund has not invested more than
5% of the value of its total assets in securities of the issuer.

WHEN WILL PROPOSAL 4 BE IMPLEMENTED?

The Board for AIM Financial Services Fund anticipates that this proposal,
if approved, will be effective on or about May 1, 2008, upon appropriate
disclosure being made in the Fund's Prospectus and Statement of Additional
Information.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 4?

At in-person meetings held on December 12-13, 2007, the Board for AIM
Financial Services Fund considered the recommendation of AIM to change the
Fund's sub-classification under the 1940 Act to a non-diversified company and to
eliminate the Fund's related investment restriction. The Board considered all
relevant factors, including the potential impact of Proposal 4 on the Fund.
Following its consideration of these matters, the Board unanimously approved the
proposed change in the Fund's sub-classification to "non-diversified" and the
elimination of the Fund's related investment restriction.

The Board for AIM Financial Services Fund, including the independent
trustees of the Board, unanimously recommends that you vote "FOR" Proposal 4.

PROPOSAL 5

APPROVAL OF MAKING THE FUNDS' INVESTMENT
OBJECTIVE(S) NON-FUNDAMENTAL

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 5?

Proposal 5 applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.

WHAT AM I BEING ASKED TO APPROVE?

The investment objective(s) of each Fund is fundamental; therefore, any
change to it requires shareholder approval. Each Board recommends that you
approve making each Fund's current investment objective(s) non-fundamental. The
current investment objective(s) for each Fund is set forth in the table below.

<Table>
<Caption>
NAME OF FUND CURRENT INVESTMENT OBJECTIVE(S)
------------ -------------------------------

AIM Energy Fund Each Fund's investment objective is capital
growth.
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Multi-Sector Fund
AIM Technology Fund
AIM International Core Equity Fund The Fund's investment objective is total return
AIM Utilities Fund The Fund's investment objectives are capital
growth and income.
Premier Portfolio Each Fund's investment objective is a high
Premier Tax-Exempt Portfolio level of current income consistent with the
Premier U.S. Government Money Portfolio preservation of capital and the maintenance of
liquidity.
</Table>

HOW WILL MAKING THE FUNDS' INVESTMENT OBJECTIVE(S) NON-FUNDAMENTAL BENEFIT MY
FUND?

Making the Funds' investment objective(s) non-fundamental gives the Boards
additional flexibility to make appropriate changes to the investment
objective(s) to respond to new developments and changing trends in the market
place without the commensurate expense of seeking a shareholder vote. If made
non-fundamental, the Boards would be able to modify the Funds' investment
objectives when deemed appropriate. The Boards do not anticipate making changes
to the investment objective(s) of the Funds at the present time, but may, if
warranted, propose such changes in the future. In the event a Board were to
change a Fund's investment objective(s), shareholders would receive at least 60
days advance notice prior to the change being implemented.

WHEN WILL PROPOSAL 5 BE IMPLEMENTED?

The Boards anticipate that this proposal, if approved, will be effective on
or about May 1, 2008, upon appropriate disclosure being made in the Funds'
Prospectuses and Statements of Additional Information.

WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 5?

Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 5.

PROPOSAL 6
APPROVAL OF AN AMENDMENT TO THE AGREEMENT AND DECLARATION OF
TRUST TO PERMIT THE BOARDS TO TERMINATE A TRUST, FUND OR CLASS
WITHOUT A SHAREHOLDER VOTE

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 6?

Proposal 6 applies to the shareholders of all Funds.

WHAT AM I BEING ASKED TO APPROVE?

Each Trust and Fund is governed by an Amended and Restated Agreement and
Declaration of Trust, as amended ("Declaration of Trust"), and Amended and
Restated Bylaws, as amended. Currently under each Declaration of Trust, a Trust,
a Fund or share class of a Fund may be terminated by: (i) a shareholder vote of
the Trust or the affected Fund or share class, respectively; or (ii) if there
are fewer than 100 shareholders of record of a Trust, Fund or share class, the
trustees of the Trust.

The Boards recommend that you approve for your Trust an amendment to the
Declaration of Trust that would eliminate the requirement that shareholders
approve the termination of a Trust, a Fund or share class if there are 100 or
more holders of record of such Trust, Fund or share class. Therefore, if
Proposal 6 is approved, the Board of each Trust will be able to terminate the
Trust, any Fund within the Trust or any share class of such a Fund without
incurring the expense of obtaining shareholder approval, regardless of the
number of shareholders of record.

Exhibit G sets forth the current text of the first paragraph of Section 6.1
of Article VI of each Declaration of Trust. Section 6.1(iii) is the provision of
the Declaration of Trust that requires a shareholder vote in order to approve
the termination of a Trust, a Fund or share class if there are 100 or more
holders of record of such Trust, Fund or share class. Section 6.1(vi) requires a
shareholder vote in order to amend any portion of Section 6.1. Therefore, you
are being asked to approve an amendment to Section 6.1 of each Trust's
Declaration of Trust that would replace the first paragraph of existing Section
6.1 in its entirety with the following:

"SECTION 6.1 Voting Powers. The Shareholders shall have power to
vote only to: (i) elect Trustees, provided that a meeting of Shareholders
has been called for that purpose; (ii) remove Trustees, provided that a
meeting of Shareholders has been called for that purpose; (iii) approve the
sale of all or substantially all the assets of the Trust or any Portfolio
or Class, unless the primary purpose of such sale is to change the Trust's
domicile or form of organization or form of statutory trust; (iv) approve
the merger or consolidation of the Trust or any Portfolio or Class with and
into another Company or with and into any Portfolio or Class of the Trust,
unless (A) the primary purpose of such merger or consolidation is to change
the Trust's domicile or form of organization or form of statutory trust, or
(B) after giving effect to such merger or consolidation, based on the
number of Outstanding Shares as of a date selected by the Trustees, the
Shareholders of the Trust or such Portfolio or Class will have a majority
of the outstanding shares of the surviving Company or Portfolio or Class
thereof, as the case may be; (v) approve any amendment to this Article VI,
Section 6.1; and (vi) approve such additional matters as may be required by
law or as the Trustees, in their sole discretion, shall determine."

HOW WILL THE PROPOSED CHANGE BENEFIT MY FUND?

Elimination of the shareholder approval requirement to terminate a Trust, a
Fund or share class of a Fund gives each Board the flexibility to terminate a
Trust, a Fund or share class of a Fund if circumstances warrant without the
commensurate expense of seeking a shareholder vote. Such circumstances may
include, among others, an inability to market a Fund in current economic
conditions or when the costs of managing a Fund exceed any benefits its
shareholders may receive. Neither state law nor the 1940 Act require shareholder
approval prior to the termination of a Trust, a Fund or share class. The Boards
would terminate a Trust, a Fund or share class only if they found that doing so
was in the best interests of the shareholders of such Trust, Fund or share
class, as applicable.

In the event a Board were to terminate a Trust, a Fund or share class,
shareholders would receive notice prior to such termination. Termination of a
Fund or share class involves liquidating such Fund or share class, as
applicable. Termination of a Trust involves deregistering such Trust as an
investment company and, following such deregistration, dissolving it under
Delaware law.

WHEN WILL PROPOSAL 6 BE IMPLEMENTED?

If Proposal 6 is approved, the amendment to the Trusts' Declarations of
Trust will become effective on or about May 1, 2008.

WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 6?

Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 6.

PENDING LITIGATION

Civil lawsuits, including a regulatory proceeding and purported class
action and shareholder derivative suits, have been filed against certain of the
AIM Funds, AIM, INVESCO Funds Group, Inc. ("IFG"), A I M Distributors, Inc.
("ADI") and/or related entities and individuals, depending on the lawsuit,
alleging among other things: (i) that the defendants permitted improper market
timing and related activity in the AIM Funds; and (ii) that certain AIM Funds
inadequately employed fair value pricing. Additional civil lawsuits related to
the above or other matters may be filed by regulators or private litigants
against the AIM Funds, IFG, AIM, ADI and/or related entities and individuals in
the future.

You can find more detailed information concerning all of the above matters,
including the parties to the civil lawsuits and summaries of the various
allegations and remedies sought in such lawsuits, in the Funds' public filings
with the SEC and on AIM's internet website at http://www.aiminvestments.com.

As a result of the matters discussed above, investors in the AIM Funds
might react by redeeming their investments. This might require the AIM Funds to
sell investments to provide for sufficient liquidity and could also have an
adverse effect on the investment performance of the AIM Funds.

ADDITIONAL INFORMATION

WHO IS THE FUNDS' INVESTMENT ADVISER AND ADMINISTRATOR?

A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-
1173, is the investment adviser and administrator for the Funds.

WHO ARE THE FUNDS' CURRENT SUB-ADVISERS?

Invesco Senior Secured Management, Inc., 1166 Avenue of the Americas, New
York, NY 10036, is the sub-adviser for AIM Floating Rate Fund.

Invesco Institutional (N.A.), Inc., One Midtown Plaza, 1360 Peachtree
Street, N.E. Atlanta, Georgia 30309, is the sub-adviser for AIM Select Real
Estate Income Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM
Structured Value Fund.

Invesco Global Asset Management (N.A.), Inc., 1360 Peachtree Street, N.E.,
Suite 100, Atlanta, Georgia 30309, is the sub-adviser for AIM International Core
Equity Fund.

WHO IS THE FUNDS' PRINCIPAL UNDERWRITER?

A I M Distributors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the principal underwriter for each Fund.

WHO ARE THE OFFICERS OF THE TRUSTS?

Information regarding the current officers of the Trusts can be found in
Exhibit H.

HOW MANY SHARES OF THE FUNDS DOES MANAGEMENT OWN?

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

DOES ANYONE OWN MORE THAN 5% OF A FUND?

A list of the name, address and percent ownership of each person who, as of
October 31, 2007, to the knowledge of the Trusts owned 5% or more of any class
of the outstanding shares of each Fund can be found in Exhibit J.

DO TRUSTEES OWN SHARES OF THE FUNDS?

The dollar range of equity securities beneficially owned by each trustee
and nominee as of October 31, 2007, (i) in each Fund and (ii) on an aggregate
basis, in all registered investment companies overseen by the trustee and
nominee within the AIM Funds complex, can be found in Exhibit K.

APPENDIX I

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES

AS ADOPTED BY THE AUDIT COMMITTEES OF
THE AIM FUNDS (THE "FUNDS")
LAST AMENDED SEPTEMBER 18, 2006

I. STATEMENT OF PRINCIPLES

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities
and Exchange Commission ("SEC") ("Rules"), the Audit Committees of the Funds'
(the "Audit Committee") Board of Trustees (the "Board") are responsible for the
appointment, compensation and oversight of the work of independent accountants
(an "Auditor"). As part of this responsibility and to assure that the Auditor's
independence is not impaired, the Audit Committees pre-approve the audit and
non-audit services provided to the Funds by each Auditor, as well as all non-
audit services provided by the Auditor to the Funds' investment adviser and to
affiliates of the adviser that provide ongoing services to the Funds ("Service
Affiliates") if the services directly impact the Funds' operations or financial
reporting. The SEC Rules also specify the types of services that an Auditor may
not provide to its audit client. The following policies and procedures comply
with the requirements for pre-approval and provide a mechanism by which
management of the Funds may request and secure pre-approval of audit and non-
audit services in an orderly manner with minimal disruption to normal business
operations.

Proposed services either may be pre-approved without consideration of
specific case-by-case services by the Audit Committees ("general pre-approval")
or require the specific pre-approval of the Audit Committees ("specific pre-
approval"). As set forth in these policies and procedures, unless a type of
service has received general pre-approval, it will require specific pre-approval
by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-
approved fee levels provided at the time the service was pre-approved will also
require specific approval by the Audit Committees before payment is made. The
Audit Committees will also consider the impact of additional fees on the
Auditor's independence when determining whether to approve any additional fees
for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the
services that may be provided by each Auditor without obtaining specific pre-
approval from the Audit Committee. The term of any general pre-approval runs
from the date of such pre-approval through September 30th of the following year,
unless the Audit Committees consider a different period and state otherwise. The
Audit Committees will add to or subtract from the list of general pre-approved
services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines
to assist the Audit Committees in fulfilling their responsibilities.

II. DELEGATION

The Audit Committees may from time to time delegate pre-approval authority
to one or more of its members who are Independent Trustees. All decisions to
pre-approve a service by a delegated member shall be reported to the Audit
Committee at its next quarterly meeting.

III. AUDIT SERVICES

The annual audit services engagement terms will be subject to specific pre-
approval of the Audit Committees. Audit services include the annual financial
statement audit and other procedures such as tax provision work that is required
to be performed by the independent auditor to be able to form an opinion on the
Funds' financial statements. The Audit Committee will obtain, review and
consider sufficient information concerning the proposed Auditor to make a
reasonable evaluation of the Auditor's qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committees
may grant either general or specific pre-approval of other audit services, which
are those services that only the independent auditor reasonably can provide.
Other Audit services may include services such as issuing consents for the
inclusion of audited financial statements with SEC registration statements,
periodic reports and other documents filed with the SEC or other documents
issued in connection with securities offerings.

IV. NON-AUDIT SERVICES

The Audit Committees may provide either general or specific pre-approval of
any non-audit services to the Funds and its Service Affiliates if the Audit
Committees believe that the provision of the service will not impair the
independence of the Auditor, is consistent with the SEC's Rules on auditor
independence, and otherwise conforms to the Audit Committee's general principles
and policies as set forth herein.

AUDIT-RELATED SERVICES

"Audit-related services" are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's
financial statements or that are traditionally performed by the independent
auditor. Audit-related services include, among

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others, accounting consultations related to accounting, financial reporting or
disclosure matters not classified as "Audit services"; assistance with
understanding and implementing new accounting and financial reporting guidance
from rulemaking authorities; and agreed-upon procedures related to mergers,
compliance with ratings agency requirements and interfund lending activities.

TAX SERVICES

"Tax services" include, but are not limited to, the review and signing of
the Funds' federal tax returns, the review of required distributions by the
Funds and consultations regarding tax matters such as the tax treatment of new
investments or the impact of new regulations. The Audit Committee will
scrutinize carefully the retention of the Auditor in connection with a
transaction initially recommended by the Auditor, the major business purpose of
which may be tax avoidance or the tax treatment of which may not be supported in
the Internal Revenue Code and related regulations. The Audit Committee will
consult with the Funds' Treasurer (or his or her designee) and may consult with
outside counsel or advisors as necessary to ensure the consistency of Tax
services rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax
court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and
approved by the SEC, in connection with seeking Audit Committee pre-approval of
permissible Tax services, the Auditor shall:

1. Describe in writing to the Audit Committees, which writing may be
in the form of the proposed engagement letter:

a. The scope of the service, the fee structure for the
engagement, and any side letter or amendment to the engagement letter,
or any other agreement between the Auditor and the Fund, relating to
the service; and

b. Any compensation arrangement or other agreement, such as a
referral agreement, a referral fee or fee-sharing arrangement, between
the Auditor and any person (other than the Fund) with respect to the
promoting, marketing, or recommending of a transaction covered by the
service;

2. Discuss with the Audit Committees the potential effects of the
services on the independence of the Auditor; and

3. Document the substance of its discussion with the Audit Committees.

ALL OTHER AUDITOR SERVICES

The Audit Committees may pre-approve non-audit services classified as "All
other services" that are not categorically prohibited by the SEC, as listed in
Exhibit 1 to this policy.

V. PRE-APPROVAL FEE LEVELS OR ESTABLISHED AMOUNTS

Pre-approval of estimated fees or established amounts for services to be
provided by the Auditor under general or specific pre-approval policies will be
set periodically by the Audit Committees. Any proposed fees exceeding 110% of
the maximum estimated pre-approved fees or established amounts for pre-approved
audit and non-audit services will be reported to the Audit Committees at the
quarterly Audit Committees meeting and will require specific approval by the
Audit Committees before payment is made. The Audit Committee will always factor
in the overall relationship of fees for audit and non-audit services in
determining whether to pre-approve any such services and in determining whether
to approve any additional fees exceeding 110% of the maximum pre-approved fees
or established amounts for previously pre-approved services.

VI. PROCEDURES

On an annual basis, A I M Advisors, Inc. ("AIM") will submit to the Audit
Committees for general pre-approval, a list of non-audit services that the Funds
or Service Affiliates of the Funds may request from the Auditor. The list will
describe the non-audit services in reasonable detail and will include an
estimated range of fees and such other information as the Audit Committee may
request.

Each request for services to be provided by the Auditor under the general
pre-approval of the Audit Committees will be submitted to the Funds' Treasurer
(or his or her designee) and must include a detailed description of the services
to be rendered. The Treasurer or his or her designee will ensure that such
services are included within the list of services that have received the general
pre-approval of the Audit Committees. The Audit Committees will be informed at
the next quarterly scheduled Audit Committees meeting of any such services for
which the Auditor rendered an invoice and whether such services and fees had
been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the
Audit Committees shall be submitted to the Audit Committees jointly by the
Fund's Treasurer or his or her designee and the Auditor, and must include a
joint statement that, in their view, such request is consistent with the
policies and procedures and the SEC Rules.

Each request to provide tax services under either the general or specific
pre-approval of the Audit Committees will describe in writing: (i) the scope of
the service, the fee structure for the engagement, and any side letter or
amendment to the engagement letter, or any other agreement between the Auditor
and the audit client, relating to the service; and (ii) any compensation
arrangement or other agreement between the Auditor and any person (other than
the audit client) with respect to the promoting, marketing, or recommending of a
transaction covered by the service. The Auditor will discuss with the Audit
Committees the potential effects of the services on the Auditor's independence
and will document the substance of the discussion.

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Non-audit services pursuant to the de minimis exception provided by the SEC
Rules will be promptly brought to the attention of the Audit Committees for
approval, including documentation that each of the conditions for this
exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the
services provided to any entity in the investment company complex as defined in
section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of
the engagement and the fees associated with those services.

The Audit Committees have designated the Funds' Treasurer to monitor the
performance of all services provided by the Auditor and to ensure such services
are in compliance with these policies and procedures. The Funds' Treasurer will
report to the Audit Committee on a periodic basis as to the results of such
monitoring. Both the Funds' Treasurer and management of AIM will immediately
report to the chairman of the Audit Committee any breach of these policies and
procedures that comes to the attention of the Funds' Treasurer or senior
management of AIM.

EXHIBIT 1 TO PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICIES AND
PROCEDURES

CONDITIONALLY PROHIBITED NON-AUDIT SERVICES (NOT PROHIBITED IF THE FUND CAN
REASONABLY CONCLUDE THAT THE RESULTS OF THE SERVICE WOULD NOT BE SUBJECT TO
AUDIT PROCEDURES IN CONNECTION WITH THE AUDIT OF THE FUND'S FINANCIAL
STATEMENTS)

- Bookkeeping or other services related to the accounting records or
financial statements of the audit client

- Financial information systems design and implementation

- Appraisal or valuation services, fairness opinions, or contribution-in-
kind reports

- Actuarial services

- Internal audit outsourcing services

CATEGORICALLY PROHIBITED NON-AUDIT SERVICES

- Management functions

- Human resources

- Broker-dealer, investment adviser, or investment banking services

- Legal services

- Expert services unrelated to the audit

- Any service or product provided for a contingent fee or a commission

- Services related to marketing, planning, or opining in favor of the tax
treatment of confidential transactions or aggressive tax position
transactions, a significant purpose of which is tax avoidance

- Tax services for persons in financial reporting oversight roles at the
Fund

- Any other service that the Public Company Oversight Board determines by
regulation is impermissible.

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APPENDIX II

FORM OF MASTER INTERGROUP
SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

This contract is made as of May 1, 2008, by and among A I M Advisors, Inc.
(the "Adviser") and each of AIM Funds Management Inc., INVESCO Asset Management
Deutschland, GmbH, INVESCO Asset Management Ltd., Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management
(N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc. and
Invesco Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively,
the "Sub-Advisers").

WHEREAS:

A) The Adviser has entered into an investment advisory agreement with
[NAME OF AIM REGISTRANT] (the "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) The 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 the Adviser;

C) Each Sub-Adviser represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act") as an investment
adviser, or will be so registered prior to providing any services to any of
the Funds under this Contract, and engages in the business of acting as an
investment adviser; and

D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the purpose
of researching and compiling information and recommendations on the
economies of various countries and securities of issuers located in such
countries or on various types of investments and investment techniques, and
providing investment advisory services in connection therewith.

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

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

2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser
may, in its discretion, appoint each Sub-Advisor to perform one or more of
the following services with respect to all or a portion of the investments
of each Fund. The services and the portion of the investments of each Fund
to be advised or managed by each Sub-Adviser shall be as agreed upon from
time to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall
pay the salaries and fees of all personnel of such Sub-Adviser performing
services for the Funds related to research, statistical and investment
activities.

(a) Investment Advice. If and to the extent requested by the
Adviser, each Sub-Adviser shall provide investment advice to one or
more of the Funds and the Adviser with respect to all or a portion of
the investments of such Fund(s) or with respect to various investment
techniques, and in connection with such advice shall furnish such
Fund(s) and the Adviser with such factual information, research
reports and investment recommendations as the Adviser may reasonably
require.

(b) Order Execution. If and to the extent requested by the
Adviser, each Sub-Adviser shall place orders for the purchase and sale
of portfolio securities or other investments for one or more of the
Funds. In so doing, each Sub-Adviser agrees that it shall comply with
paragraph 3 below.

(c) Discretionary Investment Management. If and to the extent
requested by the Adviser, each Sub-Adviser shall, subject to the
supervision of the Trust's Board of Trustees (the "Board") and the
Adviser, manage all or a portion of the investments of one or more of
the Funds in accordance with the investment objectives, policies and
limitations provided in the Trust's Registration Statement and such
other limitations as the Trust or the Adviser may impose with respect
to such Fund(s) by notice to the applicable Sub-Adviser(s) and
otherwise in accordance with paragraph 5 below. With respect to the
portion of the investments of a Fund under its management, each Sub-
Adviser is authorized to: (i) make investment decisions on behalf of
the Fund with regard to any stock, bond, other security or investment
instrument, including but not limited to foreign currencies, futures,
options and other derivatives, and with regard to borrowing money;
(ii) place orders for the purchase and sale of securities or other
investment instruments with such brokers and dealers as the Sub-
Adviser may select; and (iii) upon the request of the Adviser, provide
additional investment management services to the Fund, including but
not limited to

II-1

managing the Fund's cash and cash equivalents and lending securities
on behalf of the Fund. In selecting brokers or dealers to execute
trades for the Funds, each Sub-Adviser will comply with its written
policies and procedures regarding brokerage and trading, which
policies and procedures shall have been approved by the Board. All
discretionary investment management and any other activities of each
Sub-Adviser shall at all times be subject to the control and direction
of the Adviser and the Board.

3. Broker-Dealer Relationships. Each 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, each 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, the Adviser's other clients, or a Sub-Adviser's
other clients with research, analysis, advice and similar services. Each
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 such 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
such 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 a 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 a 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 such 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.

4. Books and Records. Each Sub-Adviser will maintain all required
books and records with respect to the securities transactions of the Funds,
and will furnish the Board and the Adviser with such periodic and special
reports as the Board or the Adviser reasonably may request. Each 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.

5. Further Duties.

(a) In all matters relating to the performance of this Contract, each
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 Adviser and 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.

(b) Each Sub-Adviser shall maintain compliance procedures for the
Funds that it and the Adviser reasonably believe are adequate to ensure
compliance with the federal securities laws (as defined in Rule 38a-1 of
the 1940 Act) and the investment objective(s) and policies as stated in the
Funds' prospectuses and statements of additional information. Each Sub-
Adviser at its expense will provide the Adviser or the Trust's Chief
Compliance Officer with such compliance reports relating to its duties
under this Contract as may be requested from time to time. Notwithstanding
the foregoing, each Sub-Adviser will promptly report to the Adviser any
material violations of the federal securities laws (as defined in Rule 38a-
1 of the 1940 Act) that it is or should be aware of or of any material
violation of the Sub-Adviser's compliance policies and procedures that
pertain to the Funds.

(c) Each Sub-Adviser at its expense will make available to the Board
and the Adviser at reasonable times its portfolio managers and other
appropriate personnel, either in person or, at the mutual convenience of
the Adviser and the Sub-Adviser, by telephone, in order to review the
investment policies, performance and other investment related information
regarding the Funds and to consult with the Board and the Adviser regarding
the Funds' investment affairs, including economic, statistical and
investment matters related to the Sub-Adviser's duties hereunder, and will
provide periodic reports to the Adviser relating to the investment
strategies it employs. Each Sub-Adviser and its personnel shall also
cooperate fully with counsel and auditors for, and the Chief Compliance
Officer of, the Adviser and the Trust.

(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Funds. The Sub-Adviser will use its reasonable
efforts to provide, based upon its own expertise, and to arrange with
parties independent of the Sub-Adviser such as broker-dealers for the
provision of, valuation information or prices for securities for which
prices are deemed by the Adviser or the Trust's administrator not to be
readily available in the ordinary course of business from an automated
pricing service. In addition, each Sub-Adviser will assist the Funds and
their agents in determining whether prices obtained for valuation purposes
accurately reflect market price information relating to the assets of the
Funds at such times as the Adviser shall reasonably request, including but
not limited to, the hours after the close of a securities market and prior
to the daily determination of a Fund's net asset value per share.

(e) Each Sub-Adviser represents and warrants that it has adopted a
code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act
and the requirements of Rule 204A-1 under the Advisers Act and has provided
the Adviser and the Board a copy of such code of ethics, together with
evidence of its adoption, and will promptly provide copies of any changes
thereto, together with

II-2

evidence of their adoption. Upon request of the Adviser, but in any event
no less frequently than annually, each Sub-Adviser will supply the Adviser
a written report that (A) describes any issues arising under the code of
ethics or procedures since the Sub-Adviser's last report, including but not
limited to material violations of the code of ethics or procedures and
sanctions imposed in response to the material violations; and (B) certifies
that the procedures contained in the Sub-Adviser's code of ethics are
reasonably designed to prevent "access persons" from violating the code of
ethics.

(f) Upon request of the Adviser, each Sub-Adviser will review draft
reports to shareholders and other documents provided or available to it and
provide comments on a timely basis. In addition, each Sub-Adviser and each
officer and portfolio manager thereof designated by the Adviser will
provide on a timely basis such certifications or sub-certifications as the
Adviser may reasonably request in order to support and facilitate
certifications required to be provided by the Trust's Principal Executive
Officer and Principal Financial Officer and will adopt such disclosure
controls and procedures in support of the disclosure controls and
procedures adopted by the Trust as the Adviser, on behalf of the Trust,
deems are reasonably necessary.

(g) Unless otherwise directed by the Adviser or the Board, each Sub-
Adviser will vote all proxies received in accordance with the Adviser's
proxy voting policy or, if the Sub-Adviser has a proxy voting policy
approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-
Adviser shall maintain and shall forward to the Funds or their designated
agent such proxy voting information as is necessary for the Funds to timely
file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.

(h) Each Sub-Adviser shall provide the Funds' custodian on each
business day with information relating to all transactions concerning the
assets of the Funds and shall provide the Adviser with such information
upon request of the Adviser.

6. Services Not Exclusive. The services furnished by each Sub-Adviser
hereunder are not to be deemed exclusive and such 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 a 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.

7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform
any or all of the services contemplated hereunder, including but not
limited to providing investment advice to the Funds pursuant to paragraph
2(a) above and placing orders for the purchase and sale of portfolio
securities or other investments for the Funds pursuant to paragraph 2(b)
above, directly or through such of its subsidiaries or other affiliates,
including each of the other Sub-Advisers, as such Sub-Adviser shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliates shall have been approved, when
required by the 1940 Act, by (i) 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 person at a meeting called for
the purpose of voting on such approval, and/or (ii) a vote of a majority of
that Fund's outstanding voting securities.

8. Compensation.

(a) The only fees payable to the Sub-Advisers under this Contract are
for providing discretionary investment management services pursuant to
paragraph 2(c) above. For such services, the Adviser will pay each Sub-
Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the
monthly compensation that the Adviser receives from the Trust pursuant to
its advisory agreement with the Trust, multiplied by (ii) the fraction
equal to the net assets of such Fund as to which the Sub-Adviser shall have
provided discretionary investment management services pursuant to paragraph
2(c) above for that month divided by the net assets of such Fund for that
month. This fee shall be payable on or before the last business day of the
next succeeding calendar month. This fee shall be reduced to reflect
contractual or voluntary fee waivers or expense limitations by the Adviser,
if any, in effect from time to time as set forth in paragraph 9 below. In
no event shall the aggregate monthly fees paid to the Sub-Advisers under
this Contract exceed 40% of the monthly compensation that the Adviser
receives from the Trust pursuant to its advisory agreement with the Trust,
as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any.

(b) If this Contract becomes effective or terminates before the end of
any month, the fees 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.

(c) If a Sub-Adviser provides the services under paragraph 2(c) above
to a Fund for a period that is less than a full month, the fees for such
period shall be prorated according to the proportion which such period
bears to the applicable full month.

9. Fee Waivers and Expense Limitations. If, for any fiscal year of a
Fund, the amount of the advisory fee which such 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 to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
proportionately; and to the extent that the Adviser reimburses the Fund as
a result of such expense limitations, such Sub-Adviser shall reimburse the
Adviser

II-3

that proportion of such reimbursement payments which the fee payable to
each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee
under this Contract.

10. Limitation of Liability of Sub-Adviser and Indemnification. No
Sub-Adviser shall be liable for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by a 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 such Sub-Adviser in the performance by such Sub-Adviser of its
duties or from reckless disregard by such Sub-Adviser of its obligations
and duties under this Contract. Any person, even though also an officer,
partner, employee, or agent of a 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 such Sub-Adviser even
though paid by it.

11. Duration and Termination.

(a) This Contract shall become effective with respect to each Sub-
Adviser upon the later of the date hereabove written and the date that such
Sub-Adviser is registered with the SEC as an investment adviser under the
Advisers Act, if a Sub-Adviser is not so registered as of the date
hereabove written; provided, however, 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, cast in 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 June 30, 2009. 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(s) or any
Sub-Adviser(s), 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 such Fund(s) on sixty days' written
notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days'
written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty
days' written notice to the Trust. Should this Contract be terminated with
respect to a Sub-Adviser, the Adviser shall assume the duties and
responsibilities of such Sub-Adviser unless and until the Adviser appoints
another Sub-Adviser to perform such duties and responsibilities.
Termination of this Contract with respect to one or more Fund(s) or Sub-
Adviser(s) shall not affect the continued effectiveness of this Contract
with respect to any remaining Fund(s) or Sub-Adviser(s). This Contract will
automatically terminate in the event of its assignment.

12. 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.

13. Notices. Any notices under this Contract 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 the Adviser shall be
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Until further
notice to the other party, it is agreed that the address of each Sub-
Adviser shall be set forth in Exhibit B attached hereto.

14. 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.

15. Multiple Sub-Advisory Agreements. This Contract has been signed
by multiple parties; namely the Adviser, on one hand, and each Sub-Adviser,
on the other. The parties have signed one document for administrative
convenience to avoid a multiplicity of documents. It is understood and
agreed that this document shall constitute a separate sub-advisory
agreement between the Adviser and each Sub-Adviser with respect to each
Fund, as if the Adviser and such Sub-Adviser had executed a separate sub-
advisory agreement naming such Sub-Adviser as a sub-adviser to each Fund.
With respect to any one Sub-Adviser, (i) references in this Contract to "a
Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such
Sub-Adviser, and (ii) the term "this Contract" shall be construed according
to the foregoing provisions.

II-4

16. 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 (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.

II-5

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. AIM FUNDS MANAGEMENT INC.
Adviser Sub-adviser

By: ------------------------------------------- By: -------------------------------------------
Name: Name:
Title: Title:
</Table>

INVESCO ASSET MANAGEMENT
DEUTSCHLAND, GMBH

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO ASSET MANAGEMENT LTD.

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED

Sub-adviser

By:
------------------------------------
Name:
Title:

II-6

INVESCO AUSTRALIA LIMITED

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO GLOBAL ASSET MANAGEMENT (N.A.),
INC.

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO HONG KONG LIMITED

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO INSTITUTIONAL (N.A.), INC.

Sub-adviser

By:
------------------------------------
Name:
Title:

INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-adviser

By:
------------------------------------
Name:
Title:

II-7

EXHIBIT A

FUNDS

[List all series portfolios]

II-8

EXHIBIT B

ADDRESSES OF SUB-ADVISERS

AIM Funds Management Inc.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7

INVESCO Asset Management Deutschland, GmbH
Bleichstrasse 60-62
Frankfurt, Germany 60313

INVESCO Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG

Invesco Asset Management (Japan) Limited

25(th) Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025

Invesco Australia Limited

333 Collins Street, Level 26

Melbourne Victoria 3000, Australia

Invesco Global Asset Management (N.A.), Inc.

One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309

Invesco Hong Kong Limited

32(nd) Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Institutional (N.A.), Inc.

One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309

Invesco Senior Secured Management, Inc.

1166 Avenue of the Americas
New York, NY 10036

II-9

EXHIBIT A

SHARES OF AIM COUNSELOR SERIES TRUST
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

AIM Floating Rate Fund
Class A.................................................................... 20,508,499.81
Class C.................................................................... 9,792,565.66
Class R.................................................................... 23,869.60
Institutional Class........................................................ 5,978,406.57
AIM Multi-Sector Fund
Class A.................................................................... 17,736,947.97
Class B.................................................................... 3,044,437.08
Class C.................................................................... 3,432,701.72
Institutional Class........................................................ 5,755,592.91
AIM Select Real Estate Income Fund
Class A.................................................................... 12,604,640.35
Class B.................................................................... 13,115.29
Class C.................................................................... 30,409.32
Institutional Class........................................................ 599.11
AIM Structured Core Fund
Class A.................................................................... 138,509.59
Class B.................................................................... 72,250.21
Class C.................................................................... 91,931.44
Class R.................................................................... 61,247.64
Institutional Class........................................................ 1,002,900.31
AIM Structured Growth Fund
Class A.................................................................... 645,526.75
Class B.................................................................... 59,070.75
Class C.................................................................... 207,098.06
Class R.................................................................... 1,169.15
Institutional Class........................................................ 14,643,110.59
AIM Structured Value Fund
Class A.................................................................... 166,044.42
Class B.................................................................... 57,625.73
Class C.................................................................... 16,896.31
Class R.................................................................... 979.88
Institutional Class........................................................ 12,188,396.45
</Table>

A-1

SHARES OF AIM INTERNATIONAL MUTUAL FUNDS
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

AIM Asia Pacific Growth Fund
Class A.................................................................... 18,306,922.89
Class B.................................................................... 2,745,552.05
Class C.................................................................... 3,967,839.94
AIM European Growth Fund
Class A.................................................................... 22,254,619.36
Class B.................................................................... 3,765,446.94
Class C.................................................................... 3,924,113.86
Class R.................................................................... 521,304.67
Investor Class............................................................. 7,574,368.99
AIM Global Aggressive Growth Fund
Class A.................................................................... 34,624,475.62
Class B.................................................................... 5,051,719.75
Class C.................................................................... 1,649,016.36
Institutional Class........................................................ 359.45
AIM Global Growth Fund
Class A.................................................................... 12,554,126.36
Class B.................................................................... 2,923,793.48
Class C.................................................................... 1,041,093.69
Institutional Class........................................................ 368.87
AIM International Core Equity Fund
Class A.................................................................... 5,774,498.68
Class B.................................................................... 1,931,069.42
Class C.................................................................... 3,156,891.32
Class R.................................................................... 258,787.03
Institutional Class........................................................ 24,336,467.97
Investor Class............................................................. 2,602,038.20
AIM International Growth Fund
Class A.................................................................... 79,803,637.88
Class B.................................................................... 7,281,615.32
Class C.................................................................... 8,147,076.25
Class R.................................................................... 1,369,293.89
Institutional Class........................................................ 22,848,088.90
</Table>

A-2

SHARES OF AIM SECTOR FUNDS
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

AIM Energy Fund
Class A.................................................................... 15,288,888.84
Class B.................................................................... 3,444,963.67
Class C.................................................................... 4,539,770.04
Institutional Class........................................................ 35,190.49
Investor Class............................................................. 12,742,055.40
AIM Financial Services Fund
Class A.................................................................... 2,051,897.47
Class B.................................................................... 1,187,029.75
Class C.................................................................... 490,603.48
Investor Class............................................................. 15,721,450.24
AIM Gold & Precious Metals Fund
Class A.................................................................... 10,373,301.80
Class B.................................................................... 4,203,726.20
Class C.................................................................... 3,607,772.87
Investor Class............................................................. 22,225,401.73
AIM Leisure Fund
Class A.................................................................... 3,668,543.71
Class B.................................................................... 747,844.60
Class C.................................................................... 1,063,289.52
Class R.................................................................... 18,453.32
Investor Class............................................................. 11,979,043.51
AIM Technology Fund
Class A.................................................................... 8,960,349.14
Class B.................................................................... 1,952,848.90
Class C.................................................................... 731,593.12
Institutional Class........................................................ 320.68
Investor Class............................................................. 18,222,138.70
AIM Utilities Fund
Class A.................................................................... 11,129,154.82
Class B.................................................................... 2,639,179.64
Class C.................................................................... 1,265,867.15
Institutional Class........................................................ 986,956.29
Investor Class............................................................. 5,316,637.02
</Table>

A-3

SHARES OF AIM TREASURER'S SERIES TRUST
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

Premier Portfolio
Institutional Class....................................................... 4,011,127,002.03
Investor Class............................................................ 111,125,494.92
Premier Tax-Exempt Portfolio
Institutional Class....................................................... 143,666,209.15
Investor Class............................................................ 19,410,597.97
Premier U.S. Government Money Portfolio
Institutional Class....................................................... 122,077,726.56
Investor Class............................................................ 29,484,575.38
</Table>

A-4

EXHIBIT B

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for
each trustee of each Trust who was not affiliated with AIM during the year ended
December 31, 2006.

<Table>
<Caption>
AGGREGATE COMPENSATION FROM TRUST(1)
----------------------------------------------------------------------------------
RETIREMENT
BENEFITS ESTIMATED
AIM AIM ACCRUED BY ANNUAL
AIM COUNSELOR AIM INTERNATIONAL SECTOR TREASURER'S ALL AIM BENEFITS UPON
NAME OF TRUSTEE SERIES TRUST MUTUAL FUNDS FUNDS SERIES TRUST FUNDS(2) RETIREMENT(3)
- --------------- ------------- ----------------- ------- ------------ ---------- -------------

Bob R. Baker......................... $ 8,016 $11,265 $10,516 $ 6,311 $230,089 $177,882
Frank S. Bayley...................... 8,597 12,090 11,282 6,772 160,600 126,750
James T. Bunch....................... 7,434 10,171 9,751 5,850 149,379 126,750
Bruce L. Crockett.................... 15,223 20,388 19,337 12,024 83,163 126,750
Albert R. Dowden..................... 8,597 12,139 11,282 6,772 105,204 126,750
Edward K. Dunn, Jr.(5)............... -- 4,928 -- -- 146,326 126,750
Jack M. Fields....................... 7,434 10,489 9,751 5,850 104,145 126,750
Carl Frischling(6)................... 7,434 10,489 9,751 5,850 91,932 126,750
Prema Mathai-Davis................... 7,806 11,216 10,210 6,141 102,401 126,750
Lewis F. Pennock..................... 7,434 10,489 9,751 5,850 85,580 126,750
Ruth H. Quigley(7)................... 8,597 12,008 11,282 6,772 187,330 126,750
Larry Soll........................... 7,434 10,489 9,751 5,850 193,510 146,697
Raymond Stickel, Jr. ................ 8,597 11,308 11,126 6,772 77,561 126,750
<Caption>
TOTAL
COMPENSATION
FROM ALL
NAME OF TRUSTEE AIM FUNDS(4)
- --------------- ------------

Bob R. Baker......................... $225,000
Frank S. Bayley...................... 241,000
James T. Bunch....................... 203,500
Bruce L. Crockett.................... 402,000
Albert R. Dowden..................... 242,000
Edward K. Dunn, Jr.(5)............... 59,750
Jack M. Fields....................... 210,000
Carl Frischling(6)................... 210,000
Prema Mathai-Davis................... 217,500
Lewis F. Pennock..................... 210,000
Ruth H. Quigley(7)................... 242,000
Larry Soll........................... 210,000
Raymond Stickel, Jr. ................ 230,750
</Table>

- --------

(1) Amounts shown for AIM Counselor Series Trust and AIM Treasurer's Series
Trust are as of their fiscal years ended August 31, 2007. Amounts shown
for AIM International Mutual Funds are as of its fiscal year ended
October 31, 2006. Amounts shown for AIM Sector Funds are as of its fiscal
year ended March 31, 2007. The total amount of compensation deferred by
all trustees of AIM Counselor Series Trust and AIM Treasurer's Series
Trust during the fiscal year ended August 31, 2007, including earnings,
was $19,200 and $15,017, respectively. The total amount of compensation
deferred by all trustees of AIM International Mutual Funds during the
fiscal year ended October 31, 2006, including earnings, was $36,436. The
total amount of compensation deferred by all trustees of AIM Sector
Funds, during the fiscal year ended March 31, 2007, including earnings,
was $30,006.

(2) During the fiscal year ended August 31, 2007, the total amount of
expenses allocated to AIM Counselor Series Trust and AIM Treasurer's
Series Trust in respect of such retirement benefits was $21,218 and
$43,503, respectively. During the fiscal year ended October 31, 2006, the
total amount of expenses allocated to AIM International Mutual Funds in
respect of such retirement benefits was $54,423. During the fiscal year
ended March 31, 2007, the total amount of expenses allocated to AIM
Sector Funds, in respect of such retirement benefits was $73,158.

(3) These amounts represent the estimated annual benefits payable by the AIM
Funds upon the trustee's retirement and assumes each trustee serves until
his or her normal retirement date.

(4) All trustees currently serve as trustees of 16 registered investment
companies advised by AIM.

(5) Mr. Dunn retired effective as of March 31, 2006.

(6) During the fiscal year ended August 31, 2007, AIM Counselor Series Trust
and AIM Treasurer's Series Trust paid $32,068 and $0, respectively, in
legal fees to Kramer Levin Naftalis & Frankel LLP ("Kramer Levin") for
services rendered by such firm as counsel to the independent trustees of
the Trust. During the fiscal year ended October 31, 2006, AIM
International Mutual Funds paid $39,749 in legal fees to Kramer Levin for
services rendered by such firm as counsel to the independent trustees of
the Trust. During the fiscal year ended March 31, 2007, AIM Sector Funds
paid $39,135 in legal fees to Kramer Levin for services rendered by such
firm as counsel to the independent trustees of such Trust. Mr. Frischling
is a partner of Kramer Levin.

(7) Miss Quigley will retire effective as of December 31, 2007.

B-1

EXHIBIT C

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF AFFILIATED SUB-ADVISERS

AIM FUNDS MANAGEMENT INC.

The following table provides information with respect to the principal
executive officer and the directors of AIM Funds Management Inc. The business
address of the principal executive officer and each director is 5140 Yonge
Street, Suite 900, Toronto, Ontario M2N 6X7.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Philip A. Taylor........... Director, President and Director, Chief Executive Officer and
Chief Executive Officer President, AIM Mutual Fund Dealer Inc.
(registered broker dealer), A I M Advisors,
Inc., AIM Funds Management Inc. d/b/a INVESCO
Enterprise Services (registered investment
advisor and registered transfer agent) and
1371 Preferred Inc. (holding company);
Director and Chief Executive Officer, AIM
Trimark Corporate Class Inc. (corporate mutual
fund company) and AIM Trimark Canada Fund Inc.
(corporate mutual fund company); Director,
Chairman, Chief Executive Officer and
President, A I M Management Group Inc. and
A I M Capital Management, Inc. (registered
investment advisor); Director and President,
INVESCO Funds Group, Inc. (registered
investment advisor and registered transfer
agent) and AIM GP Canada Inc. (general partner
for limited partnership); Director, A I M
Distributors, Inc. (registered broker dealer);
Director and Chairman, AIM Investment
Services, Inc. (registered transfer agent) and
INVESCO Distributors, Inc. (registered broker
dealer); Director, President and Chairman, IVZ
Callco Inc. (holding company), INVESCO Inc.
(holding company) and AIM Canada Holdings Inc.
(holding company); Trustee, President and
Principal Executive Officer, The AIM Family of
Funds(R) (other than AIM Treasurer's Series
Trust, Short-Term Investments Trust and Tax-
Free Investments Trust only); Trustee and
Executive Vice President, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust, Short-
Term Investments Trust and Tax-Free
Investments Trust only); and Manager,
PowerShares Capital Management LLC.
David Colvin Warren........ Director, Chief Financial Vice President, 1371 Preferred Inc., AIM Funds
Officer and Executive Vice Management Inc., AIM Mutual Fund Dealer Inc.,
President INVESCO Inc. and IVZ Callco Inc.; Director,
AIM Canada Holdings Inc. and AIM GP Canada
Inc.; Senior Vice President and Chief
Administration Officer, A I M Advisors, Inc.,
A I M Capital Management, Inc. and AIM Private
Asset Management, Inc.; and Senior Vice
President, A I M Management Group Inc.
Peter Intraligi............ Director, Chief Operating Director and Senior Vice President, 1371
Officer and Executive Vice Preferred Inc.; Director, AIM Canada Holdings
President Inc.; Director, Chief Operating Officer and
Executive Vice President, AIM Funds Management
Inc. and IVZ Callco Inc; and Director and
Executive Vice President, INVESCO Inc.
Susan J. Han............... Director, General Counsel, Director, General Counsel, Senior Vice
Senior Vice President and President and Secretary, AIM Funds Management
Secretary Inc. and 1371 Preferred Inc.; Director and
Secretary, INVESCO Inc., AIM Canada Holdings
Inc., AIM Mutual Fund Dealer Inc., AIM GP
Canada Inc. and IVZ Callco Inc.; and Senior
Vice President, General Counsel and Secretary,
AIM Trimark Corporate Class Inc. and AIM
Trimark Canada Fund Inc.
Graham Anderson............ Director and Senior Vice Director and Senior Vice President,
President, Investments Investments Operations, AIM Funds Management
Operations Inc.
</Table>

C-1

INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH

The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Deutschland
GmbH. The business address of the principal executive officer and each director
is Bleichstrasse 60-62, Frankfurt, Germany 60313.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Karl-Georg Bayer............ Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH.
Bernhard Langer............. Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH; and Director, INVESCO
Kapitalanlaegesellschaft mbH
Alexander Heinrich Lehmann.. Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH and President, INVESCO Asset
Management (Switzerland) Ltd.
Christian Puschmann......... Manager Director, INVESCO Holding Germany Ltd & Co OHG
and INVESCO Kapitalanlaegesellschaft mbH; and
Manager, INVESCO Asset Management Deutschland
GmbH.
</Table>

INVESCO ASSET MANAGEMENT LIMITED

The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Limited. The
business address of the principal executive officer and each director is 30
Finsbury Square, London, EC2A 1AG, United Kingdom.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Robert John Duthie............ Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Investment Funds Ltd., INVESCO
Group Ltd., INVESCO GT Asset Management PLC,
INVESCO North American Group Ltd., INVESCO
Pacific Group Ltd., INVESCO Pensions Ltd.,
INVESCO Savings Scheme (Nominees) Ltd.,
INVESCO Trustee Corporation Ltd., INVESCO UK
Holdings PLC, INVESCO UK Ltd., Perpetual
Administration Ltd., Perpetual plc, Perpetual
Portfolio Management Ltd., Perpetual Unit
Trust Management (Nominees) Ltd. and Sermon
Lane Nominees Ltd.
Roderick George Howard Ellis.. Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Asset Management SA,
INVESCO CE SA, INVESCO CE Services SA, INVESCO
Continental Europe Holdings SA, INVESCO
Continental Europe Service Centre SA, INVESCO
Fund Managers Ltd., INVESCO Global Investment
Funds Ltd., INVESCO Group Ltd., INVESCO GT
Asset Management PLC, INVESCO Holland B.V.,
INVESCO International (Southern Africa) Ltd.,
INVESCO Pacific Group Ltd., INVESCO Pensions
Ltd., INVESCO Real Estate Ltd., INVESCO
Savings Scheme (Nominees) Ltd., INVESCO UK
Holdings PLC, INVESCO UK Ltd., Perpetual
Administration Ltd., Perpetual plc, Perpetual
Portfolio Management Ltd., Perpetual Unit
Trust Management (Nominees) Ltd. and Sermon
Lane Nominees Ltd.; Supervisory Board, INVESCO
Asset Management Oesterreich GmbH and INVESCO
Kapitalanlagegesellschaft mbH; Director and
Deputy Chairman, INVESCO Global Asset
Management (Bermuda) Ltd.; and Director, Chief
Executive Officer and President, INVESCO
Pacific Holdings Ltd.
</Table>

C-2

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Robert John Yerbury........... Director Director and Chief Executive, Atlantic Wealth
Management Ltd., INVESCO Administration
Services Ltd., INVESCO Asset Management Ltd.,
INVESCO Fund Managers Ltd., INVESCO Global
Investment Funds Ltd., INVESCO Pension Ltd.
and Perpetual Portfolio Management Ltd.;
Director, INVESCO UK Ltd. and Perpetual plc;
and Executive Management Committee and Senior
Managing Director, Invesco Ltd.
John Rowland.................. Director Director, Atlantic Wealth Management Ltd.,
INVESCO Administration Services Ltd., INVESCO
Asset Management Ireland Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Distributors Ltd., INVESCO
Global Investment Funds Ltd., INVESCO
Management S.A., INVESCO UK Ltd., Investment
Fund Administrators Ltd. and Perpetual
Portfolio Management Ltd.
Graeme John Proudfoot......... Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Investment Funds Ltd., INVESCO
Group Ltd., INVESCO GT Asset Management PLC,
INVESCO International Holdings Ltd., INVESCO
North American Group Ltd., INVESCO Pacific
Group Ltd., INVESCO Savings Scheme (Nominees)
Ltd., INVESCO Trustee Corporation Ltd.,
INVESCO UK Holdings PLC, INVESCO UK Ltd., IST
123 LTD, Lombard Place Securities Ltd.,
Perpetual Administration Ltd., Perpetual plc,
Perpetual Unit Trust Management (Nominees)
Ltd. and Sermon Lane Nominees Ltd.; Alternate
Director, INVESCO Japan Discovery Trust plc;
Director and Secretary, AMVESCAP Ltd., and
Atlantic Wealth Holdings Ltd.; Director and
Vice President, INVESCO Pacific Holdings Ltd.;
and Secretary, Royal Canoe Club Trust.
Ian David Trevers............. Director Director, INVESCO Administration Services
Ltd., INVESCO Asset Management Ltd., INVESCO
Fund Managers Ltd., INVESCO Global Investment
Funds Ltd. and INVESCO Pensions Ltd.
Nigel Marcus Doman............ Director Director, A I M Global Management Company
Ltd., INVESCO Asset Management Ltd. and Short-
Term Investments Company (Global Series)
Public Limited Company.
Andrew John Rofe.............. Director Director, INVESCO Asset Management Ltd.,
Consolidated Properties Investments and
Metrose Properties Ltd.
</Table>

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Asset Management (Japan) Limited.
The business address of the principal executive officer and each director is
25(th) Floor, Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo
105-6025, Japan.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo...... Director Chairman and Director, County Investment
Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd.; and Vice President, Invesco
Institutional (N.A.), Inc.
Atsushi Kawakami......... Director Director, Invesco Asset Management (Japan) Ltd.
</Table>

C-3

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Alexander Maurice Prout.. Chief Executive Officer Chief Representative Director, Invesco Asset
Management (Japan) Ltd.
Masakazu Hasegawa........ Director Director, Invesco Asset Management (Japan) Ltd.
and INVESCO Pacific Partner Ltd.
</Table>

INVESCO AUSTRALIA LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Australia Limited. The business
address of the principal executive officer and each director is Level 26, 333
Collins Street, Melbourne, Victoria 3000, Australia.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo..... Chairman and Director Chairman and Director, County Investment
Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd.; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd.; and Vice President, Invesco
Institutional (N.A.), Inc.
John Wallace Nairn...... Director Director, INVESCO Asset Management Australia
(Holdings) Ltd. and Invesco Australia Ltd.
Michael Joseph O'Brien.. Director and Chief Executive Director and Chief Executive Officer, Invesco
Officer Australia Ltd.; and Director, County Investment
Management Pty Ltd. and INVESCO Asset Management
Australia (Holdings) Ltd.
Mark David Yesberg...... Director Director, Invesco Australia Ltd.
Jeremy Charles Simpson.. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd., INVESCO
Asset Management Australia (Holdings) Ltd.,
INVESCO Asset Management Pacific Ltd., INVESCO
Asset Management Singapore Ltd., Invesco
Australia Ltd. and INVESCO Pacific Holdings
Ltd.; Director and Finance Director, Invesco
Hong Kong Ltd.; Director and Deputy Chairman,
INVESCO Pacific Partner Ltd; and Secretary, IRE
(Hong Kong) Ltd.
</Table>

INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.

The following table provides information with respect to the principal
executive officer and the directors of Invesco Global Asset Management (N.A.),
Inc. The business address of the principal executive officer and each director
is One Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Kirk Fredrick Holland.... Chief Executive Officer and Chief Executive Officer and President, Invesco
President Global Asset Management (N.A.), Inc.; and Vice
President, Invesco Institutional (N.A.), Inc.
David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc. and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc. and INVESCO Funds Group, Inc.
</Table>

C-4

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Gregory Mark Armour...... Director Chairman and Director, Invesco Global Asset
Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., Invesco Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

INVESCO HONG KONG LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Hong Kong Limited. The business
address of the principal executive officer and each director is 32(nd) Floor,
Three Pacific Place, 1 Queen's Road East, Hong Kong.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo..... Director and Chief Executive Chairman and Director, County Investment
Officer Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd.; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd. and Vice President, Invesco
Institutional (N.A.), Inc.
Jeremy Charles Simpson.. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd, INVESCO Asset
Management Australia (Holdings) Ltd., INVESCO
Asset Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Australia
Ltd., and INVESCO Pacific Holdings Ltd.;
Director and Finance Director, Invesco Hong Kong
Ltd.; Director and Deputy Chairman, INVESCO
Pacific Partner Ltd.; and Secretary, IRE (Hong
Kong) Ltd.
Gracie Yuen See Liu..... Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd. and Invesco
Hong Kong Ltd.
John Gerald Greenwood... Director Director, INVESCO Asset Management Asia Ltd. and
INVESCO Asset Management Singapore Ltd; and
Director and Vice Chairman, Invesco Hong Kong
Ltd.
Siu Mei Lee............. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd. and Invesco
Hong Kong Ltd.
Anna Seen Ming Tong..... Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd., INVESCO
Asset Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd. and Invesco Hong Kong
Ltd.
</Table>

C-5

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. The
business address of the principal executive officer and each director is One
Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc., and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc., and INVESCO Funds Group, Inc.
Gregory Mark Armour...... Director, Chief Executive Chairman and Director, Invesco Global Asset
Officer and President Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., INVESCO Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

INVESCO SENIOR SECURED MANAGEMENT, INC.

The following table provides information with respect to the principal
executive officer and the directors of Invesco Senior Secured Management, Inc.
The business address of the principal executive officer and each director is
1166 Avenue of the Americas, New York, New York 10036.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
---- -------- -----------------------

David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc., and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc. and INVESCO Funds Group, Inc.
Gregory Stoeckle......... Managing Director and Managing Director and President, Invesco Senior
President Secured Management, Inc.; and Senior Vice
President, Invesco Private Capital, Inc.
Gregory Mark Armour...... Director Chairman and Director, Invesco Global Asset
Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., Invesco Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

C-6

EXHIBIT D

EXISTING SUB-ADVISORY AGREEMENTS

<Table>
<Caption>
DATE SUB-ADVISER
BECAME SUB-ADVISER
UNDER EXISTING DATE LAST SUBMITTED
SUB-ADVISORY TO A VOTE OF
NAME OF FUND AND SUB-ADVISER AGREEMENT SHAREHOLDERS
- ---------------------------- ------------------ -------------------

AIM Floating Rate Fund....................................... April 14, 2006 N/A(1)
(INVESCO Senior Secured Management, Inc.)
AIM International Core Equity Fund........................... November 25, 2003 October 29, 2003(2)
(INVESCO Global Asset Management (N.A.), Inc.)
AIM Select Real Estate Income Fund........................... March 9, 2007 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Core Fund..................................... March 31, 2006 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Growth Fund................................... March 31, 2006 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Value Fund.................................... March 31, 2006 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
</Table>

- --------

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

(2) Shareholders last voted on the sub-advisory agreement on October 28, 2003
for the purpose of approving it as a new sub-advisory agreement. The new
sub-advisory agreement differed substantively in certain respects from
the prior sub-advisory agreement that had been in place for the Fund. In
addition, the new sub-advisory agreement was between A I M Advisors,
Inc., the Fund's current investment adviser, and INVESCO Global Asset
Management (N.A.), Inc. ("IGAM"), while the prior sub-advisory agreement
had been between INVESCO Funds Group, Inc., the Fund's prior investment
adviser, and IGAM.

D-1

EXHIBIT E

SUB-ADVISORY FEE SCHEDULES FOR OTHER FUNDS

The following table provides information with respect to the annual sub-
advisory fee rates paid to Invesco Institutional (N.A.), Inc. by A I M Advisors,
Inc. ("AIM"), the investment adviser to the funds listed in the following table,
all of which have similar investment objectives.

<Table>
<Caption>
FEE WAIVER, EXPENSE
LIMITATIONS AND/OR
TOTAL NET ASSETS EXPENSE
FOR THE MOST REIMBURSEMENTS
RECENTLY FOR THE MOST RECENTLY
COMPLETED FISCAL COMPLETED FISCAL
NAME OF FUND ANNUAL SUB-ADVISORY FEE RATE PERIOD OR YEAR PERIOD OR YEAR
- ------------ ---------------------------- ---------------- ---------------------

AIM Global Real Estate Fund........ 40% of the compensation paid by the $ 662,316,830 Fee Waiver
Fund to AIM on the sub-advised
assets
AIM Real Estate Fund............... 40% of the compensation paid by the $1,453,676,572 Fee Waiver
Fund to AIM on the sub-advised
assets
AIM Select Real Estate Income 40% of the compensation paid by the $ 224,637,143 Fee Waiver
Fund............................. Fund to AIM on the sub-advised
assets
AIM V.I. Global Real Estate Fund... 40% of the compensation paid by the $ 193,065,749 Fee Waiver
Fund to AIM on the sub-advised
assets
</Table>

The following table provides information with respect to the annual sub-
advisory fee rates paid to Invesco Institutional (N.A.), Inc. with respect to
other registered investment companies sub-advised by Invesco Institutional
(N.A.), Inc. which have similar investment objectives to the funds listed above.

<Table>
<Caption>
FEE WAIVER, EXPENSE
LIMITATIONS AND/OR
TOTAL NET ASSETS EXPENSE
FOR THE MOST REIMBURSEMENTS
RECENTLY FOR THE MOST RECENTLY
COMPLETED FISCAL COMPLETED FISCAL
NAME OF FUND ANNUAL SUB-ADVISORY FEE RATE PERIOD OR YEAR PERIOD OF YEAR
- ------------ ---------------------------- ---------------- ---------------------

Real Estate Securities Fund
(a series portfolio of Russell
Investment Company).............. 0.25% on the first $200 million $645,213,109 None
0.20% on all amounts thereafter
Real Estate Securities Fund
(a series portfolio of Russell
Investment Funds)................ 0.25% on the first $200 million $184,874,917 None
0.20% on all amounts thereafter
</Table>

E-1

EXHIBIT F

CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

AIM ENERGY FUND

(1) The Fund may not with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
or securities of other investment companies) if, as a result, (i) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (ii) the Fund would hold more than 10% of the outstanding voting securities
of that issuer;

(2) The Fund may not underwrite securities of other issuers, except insofar
as it may be deemed to be an underwriter under the 1933 Act in connection with
the disposition of the Fund's portfolio securities;

(3) The Fund may not borrow money, except that the Fund may borrow money in
an amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

(5) The Fund may not lend any security or make any loan if, as a result,
more than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;

(6) The Fund may not purchase or sell physical commodities; however, this
policy shall not prevent the Fund from purchasing and selling foreign currency,
futures contracts, options, forward contracts, swaps, caps, floors, collars, and
other financial instruments;

(7) The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from investing in securities or other instruments backed by
real estate or securities of companies engaged in the real estate business);

(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more energy-related
industries; and

(9) The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.

AIM FINANCIAL SERVICES FUND

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

F-1

AIM GOLD & PRECIOUS METALS FUND

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

AIM INTERNATIONAL CORE EQUITY FUND

(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as a result,
more than 25% of the Fund's total assets would be invested in the securities of
companies whose principal business activities are in the same industry;

(2) The Fund may not with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
or securities of other investment companies) if, as a result, (i) more than 5%
of the Fund's total assets would be invested in the securities of that issuer or
(ii) the Fund would hold more than 10% of the outstanding voting securities of
that issuer;

(3) The Fund may not underwrite securities of other issuers, except insofar
as it may be deemed to be an underwriter under the 1933 Act in connection with
the disposition of the Fund's portfolio securities;

(4) The Fund may not borrow money, except that the Fund may borrow money in
an amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);

(5) The Fund may not issue senior securities, except as permitted under the
1940 Act;

(6) The Fund may not lend any security or make any loan if, as a result,
more than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;

(7) The Fund may not purchase or sell physical commodities; however, this
policy shall not prevent the Fund from purchasing and selling foreign currency,
futures contracts, options, forward contracts, swaps, caps, floors, collars, and
other financial instruments;

(8) The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from investing in securities or other instruments backed by
real estate or securities of companies engaged in the real estate business); and

F-2

AIM LEISURE FUND

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

AIM MULTI-SECTOR FUND

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

(8) The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund; and

(9) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or municipal securities) if, as a result, more than 25% of
the Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

AIM TECHNOLOGY FUND

F-3

a result, (i) more than 5% of the Fund's total assets would be invested in the
securities of that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer;

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

AIM UTILITIES FUND

(4) The Fund may not issue senior securities, except as permitted under the
1940 Act;

PREMIER PORTFOLIO

(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities or securities issued or guaranteed by
domestic banks, including U.S. branches of foreign banks and foreign branches of
U.S. banks) if, as a result, more than 25% of the Fund's total assets would be
invested in the securities of companies whose principal business activities are
in the same industry;

F-4

instrumentalities, or securities of other investment companies) if, as a result,
(i) more than 5% of the Fund's total assets would be invested in the securities
of that issuer, or (ii) the Fund would hold more than 10% of the outstanding
voting securities of that issuer;

(5) The Fund may not issue senior securities, except as permitted under the
1940 Act;

PREMIER TAX-EXEMPT PORTFOLIO

(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of the
Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;

(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940
Act, or any successor rule thereto, the Fund may not purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S. government or
any of its agencies or instrumentalities, or securities of other investment
companies) if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer;

(5) The Fund may not issue senior securities, except as permitted under the
1940 Act;

(10) Under normal market conditions, the Fund must have at least 80% of its
net assets invested in municipal obligations that, based on the opinion of
counsel to the issuer, pay interest free from federal income tax.

PREMIER U.S. GOVERNMENT MONEY PORTFOLIO

(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of the
Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;

F-5

(5) The Fund may not issue senior securities, except as permitted under the
1940 Act;

F-6

EXHIBIT G

CURRENT TEXT OF THE FIRST PARAGRAPH OF SECTION 6.1 OF EACH DECLARATION OF TRUST

"SECTION 6.1 Voting Powers. The Shareholders shall have power to vote
only to: (i) elect Trustees, provided that a meeting of Shareholders has been
called for that purpose; (ii) remove Trustees, provided that a meeting of
Shareholders has been called for that purpose; (iii) approve the termination of
the Trust or any Portfolio or Class, provided that the Trustees have called a
meeting of the Shareholders for the purpose of approving any such termination,
unless, as of the date on which the Trustees have determined to so terminate the
Trust or such Portfolio or Class, there are fewer than 100 holders of record of
the Trust or of such terminating Portfolio or Class; (iv) approve the sale of
all or substantially all the assets of the Trust or any Portfolio or Class,
unless the primary purpose of such sale is to change the Trust's domicile or
form of organization or form of statutory trust; (v) approve the merger or
consolidation of the Trust or any Portfolio or Class with and into another
Company or with and into any Portfolio or Class of the Trust, unless (A) the
primary purpose of such merger or consolidation is to change the Trust's
domicile or form of organization or form of statutory trust, or (B) after giving
effect to such merger or consolidation, based on the number of Outstanding
Shares as of a date selected by the Trustees, the Shareholders of the Trust or
such Portfolio or Class will have a majority of the outstanding shares of the
surviving Company or Portfolio or Class thereof, as the case may be; (vi)
approve any amendment to this Article VI, Section 6.1; and (vii) approve such
additional matters as may be required by law or as the Trustees, in their sole
discretion, shall determine."

G-1

EXHIBIT H

OFFICERS OF TRUSTS

The following table provides information with respect to the current
officers of each Trust. Each officer is elected by each Board and serves for a
one year term or until his or her successor is elected and qualified. The
business address of each of the following persons is 11 Greenway Plaza, Suite
100, Houston, Texas 77046.

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

Philip A. Taylor(1) -- 1954............. 2006 AIM Counselor Series Trust Information about Mr. Taylor
President and Principal Executive AIM International Mutual Funds is presented earlier in this
Officer AIM Sector Funds proxy statement under
"Proposal 1 -- Election of
Trustees -- Who Are the
Nominees? -- Nominees Who
Currently Are Interested
Persons"
Executive Vice President AIM Treasurer's Series Trust
Karen Dunn Kelley -- 1960............... 2003 AIM Treasurer's Series Trust Head of INVESCO's World Wide
President and Principal Executive Fixed Income and Cash
Officer Management Group; Director of
Cash Management and Senior
Vice President 2004 AIM International Mutual Funds Vice President, A I M
Advisors, Inc. and A I M
2003 AIM Counselor Series Trust Capital Management, Inc.;
AIM Sector Funds Executive Vice President,
A I M Distributors, Inc.;
Vice President, The AIM
Family of Funds(R) (other
than AIM Treasurer's Series
Trust, Short-Term Investments
Trust and Tax-Free
Investments Trust); and
President and Principal
Executive Officer, The AIM
Family of Funds(R) (AIM
Treasurer's Series Trust,
Short-Term Investments Trust
and Tax-Free Investments
Trust only)

Formerly: Director and
President, Fund Management
Company (former registered
broker dealer); Chief Cash
Management Officer and
Managing Director, A I M
Capital Management, Inc.; and
Vice President, A I M
Advisors, Inc. and The AIM
Family of Funds(R) (AIM
Treasurer's Series Trust,
Short-Term Investments Trust
and Tax-Free Investments
Trust only)
Russell C. Burk -- 1958................. 2005 AIM Counselor Series Trust Senior Vice President and
Senior Vice President and AIM International Mutual Funds Senior Officer, The AIM
Senior Officer AIM Sector Funds Family of Funds(R)
AIM Treasurer's Series Trust Formerly: Director of
Compliance and Assistant
General Counsel, ICON
Advisers, Inc.; Financial
Consultant, Merrill Lynch;
and General Counsel and
Director of Compliance, ALPS
Mutual Funds, Inc.
John M. Zerr -- 1962.................... 2006 AIM Counselor Series Trust Director, Senior Vice
Senior Vice President, Chief Legal AIM International Mutual Funds President, Secretary and
Officer and Secretary AIM Sector Funds General Counsel, A I M
AIM Treasurer's Series Trust Management Group Inc., A I M
Advisors, Inc. and A I M
Capital Management, Inc.;
Director, Vice President and
Secretary, INVESCO
Distributors, Inc. and AIM
Investment Services, Inc.,
Director, Senior Vice
President and Secretary,
A I M Distributors, Inc.;
Director and Vice President,
INVESCO Funds Group, Inc.;
Senior Vice President, Chief
Legal Officer and Secretary,
The AIM Family of Funds(R);
and Manager, PowerShares
Capital Management LLC

</Table>

- ----------
((1)) Mr. Taylor is considered an interested person of the Funds because
he is an officer and a director of the adviser to, and a director of the
principal underwriter of the Funds.

H-1

Formerly: Director, Vice
President and Secretary, Fund
Management Company (former
registered broker dealer);
Vice President, A I M Capital
Management, Inc.; Chief
Operating Officer, Senior
Vice President, General
Counsel and Secretary,
Liberty Ridge Capital, Inc.
(an investment adviser); Vice
President and Secretary, PBHG
Funds (an investment
company); Vice President and
Secretary, PBHG Insurance
Series Fund (an investment
company); Chief Operating
Officer, General Counsel and
Secretary, Old Mutual
Investment Partners (a
broker-dealer); General
Counsel and Secretary, Old
Mutual Fund Services (an
administrator); General
Counsel and Secretary, Old
Mutual Shareholder Services
(a shareholder servicing
center); Executive Vice
President, General Counsel
and Secretary, Old Mutual
Capital, Inc. (an investment
adviser); and Vice President
and Secretary, Old Mutual
Advisors Funds (an investment
company)
Lisa O. Brinkley -- 1959................ 2004 AIM Counselor Series Trust Global Compliance Director,
Vice President AIM International Mutual Funds INVESCO PLC; and Vice
AIM Sector Funds President, The AIM Family of
AIM Treasurer's Series Trust Funds(R)
Formerly: Senior Vice
President, A I M Management
Group Inc.; Senior Vice
President and Chief
Compliance Officer, A I M
Advisors, Inc.; Vice
President and Chief
Compliance Officer, A I M
Capital Management, Inc. and
A I M Distributors, Inc.;
Vice President, AIM
Investment Services, Inc. and
Fund Management Company
(former registered broker
dealer); Senior Vice
President and Chief
Compliance Officer, The AIM
Family of Funds(R); and
Senior Vice President and
Compliance Director, Delaware
Investments Family of Funds
Kevin M. Carome -- 1956................. 2003 AIM Counselor Series Trust Senior Vice President and
Vice President AIM International Mutual Funds General Counsel, Invesco
AIM Sector Funds Holding Company Ltd.
AIM Treasurer's Series Trust (formerly known as INVESCO
PLC); Director, INVESCO Funds
Group, Inc.; Director and
Secretary, IVZ, Inc. and
INVESCO Group Services, Inc.;
Secretary, INVESCO North
America Holdings, Inc.; and
Vice President, The AIM
Family of Funds(R)

Formerly: Director, Senior
Vice President, Secretary and
General Counsel, A I M
Management Group Inc. and
A I M Advisors, Inc.; Senior
Vice President, A I M
Distributors, Inc.; Director,
Vice President and General
Counsel, Fund Management
Company (former registered
broker dealer); Vice
President, A I M Capital
Management, Inc. and AIM
Investment Services, Inc.;
and Senior Vice President,
Chief Legal Officer and
Secretary, The AIM Family of
Funds(R); Director and Vice
President, INVESCO
Distributors, Inc.; Chief
Executive Officer and
President, INVESCO Funds
Group; Senior Vice President
and General Counsel, Liberty
Financial Companies, Inc.;
and Senior Vice President and
General Counsel, Liberty
Funds Group, LLC
Sidney M. Dilgren -- 1961............... 2004 AIM Counselor Series Trust Vice President, A I M
Vice President, Treasurer AIM International Mutual Funds Advisors, Inc. and A I M
Capital Management, Inc.; and
Vice President, Treasurer and
Principal Financial Officer,
The AIM
</Table>

H-2

and Principal Financial Officer AIM Sector Funds Family of Funds(R)
AIM Treasurer's Series Trust
Formerly: Fund Treasurer,
A I M Advisors, Inc.; Senior
Vice President, AIM
Investment Services, Inc. and
Vice President, A I M
Distributors, Inc.
Lance A. Rejsek -- 1967................. 2005 AIM Counselor Series Trust Anti-Money Laundering
Anti-Money Laundering Compliance AIM International Mutual Funds Compliance Officer, A I M
Officer AIM Sector Funds Advisors, Inc., A I M Capital
AIM Treasurer's Series Trust Management, Inc., A I M
Distributors, Inc., AIM
Investment Services, Inc.,
AIM Private Asset Management,
Inc. and The AIM Family of
Funds(R)

Formerly: Anti-Money
Laundering Compliance
Officer, Fund Management
Company; (former registered
broker dealer); and Manager
of the Fraud Prevention
Department, AIM Investment
Services, Inc.
Todd L. Spillane -- 1958................ 2006 AIM Counselor Series Trust Senior Vice President, A I M
Chief Compliance Officer AIM International Mutual Funds Management Group Inc.; Senior
AIM Sector Funds Vice President and Chief
AIM Treasurer's Series Trust Compliance Officer, A I M
Advisors, Inc. and A I M
Capital Management, Inc.;
Chief Compliance Officer, The
AIM Family of Funds(R),
INVESCO Global Asset
Management (N.A.), Inc. (an
investment adviser), INVESCO
Institutional (N.A.), Inc.
(an investment adviser),
INVESCO Private Capital, Inc.
(an investment adviser),
INVESCO Private Capital
Investments, Inc. (holding
company) and INVESCO Senior
Secured Management, Inc. (an
investment adviser); and Vice
President, A I M
Distributors, Inc. and AIM
Investment Services, Inc.

Formerly: Chief Compliance
Officer and Vice President,
Fund Management Company;
(former registered broker
dealer); Vice President,
A I M Capital Management,
Inc.; Global Head of Product
Development, AIG-Global
Investment Group, Inc.; Chief
Compliance Officer and Deputy
General Counsel, AIG-
SunAmerica Asset Management,
and Chief Compliance Officer,
Chief Operating Officer and
Deputy General Counsel,
American General Investment
Management
</Table>

H-3

EXHIBIT I

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of the Trusts, the following table sets forth certain
information regarding the ownership, as of October 31, 2007, of shares of
beneficial interest of each class of each of the Funds by the trustees,
nominees, and current executive officers of the Trusts. No information is given
as to a Fund or a class if a trustee, nominee or current executive officer held
no shares of any or all classes of such Fund as of October 31, 2007.

AIM COUNSELOR SERIES TRUST

<Table>
<Caption>
NAME OF NUMBER OF SHARES
TRUSTEE/NOMINEE/ OF THE FUNDS PERCENT OF
OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS
- ---------------- -------------- ------------------ ----------

James T. Bunch........ AIM Floating Rate Fund (Class A) 121.222 *
AIM Select Real Estate Income Fund (Class A) 102.969 *
Bruce L. Crockett..... AIM Select Real Estate Income Fund (Class A) 205.928 *
Albert R. Dowden...... AIM Structured Value Fund (Class A) 2,950.853 2%
Lewis F. Pennock...... AIM Select Real Estate Income Fund (Class A) 205.928 *
Raymond Stickel, 1,031.637 *
Jr. ................ AIM Multi-Sector Fund (Class A)
All trustees,
nominees, and
current executive
officers as a
group............... AIM Floating Rate Fund (Class A) 121.222 *
AIM Multi-Sector Fund (Class A) 1,031.637 *
AIM Select Real Estate Income Fund (Class A) 514.825 *
AIM Structured Value Fund (Class A) 2,950.853 2%
</Table>

- --------

* To the best knowledge of the Trust, the ownership of shares of each series
portfolio of each Trust by trustees, nominees and current executive
officers of each Trust as a group constituted less than 1% of each class of
each series portfolio of the Trusts as of October 31, 2007.

I-1

AIM INTERNATIONAL MUTUAL FUNDS

<Table>
<Caption>
NUMBER OF SHARES
NAME OF TRUSTEE/ OF THE FUNDS PERCENT OF
NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS
- ---------------- -------------- ------------------ ----------

Martin L. Flanagan.... AIM International Growth Fund (Institutional 156.569 *
Class)
Frank S. Bayley....... AIM Asia Pacific Growth Fund (Class A) 2,041.416 *
AIM European Growth Fund (Class A) 651.829 *
AIM Global Growth Fund (Class A) 674.312 *
Bruce L. Crockett..... AIM International Growth Fund (Class A) 77.924 *
Albert R. Dowden...... AIM Asia Pacific Growth Fund (Class A) 1,146.504 *
AIM European Growth Fund (Class A) 749.295 *
Lewis F. Pennock...... AIM Asia Pacific Growth Fund (Class A) 202.265 *
AIM European Growth Fund (Class A) 119.962 *
AIM International Core Equity Fund (Class A) 481.900 *
AIM International Growth Fund (Class A) 176.322 *
Ruth H. Quigley....... AIM Asia Pacific Growth Fund (Class A) 2,630.398 *
Larry Soll............ AIM Global Aggressive Growth Fund (Class A) 1,895.507 *
John M. Zerr.......... AIM European Growth Fund (Investor Class) 391.809 *
AIM International Growth Fund (Institutional 139.731 *
Class)
Lisa O. Brinkley...... AIM International Growth Fund (Institutional 275.704 *
Class)
Kevin M. Carome....... AIM International Growth Fund (Institutional 400.716 *
Class)
Sidney M. Dilgren..... AIM International Growth Fund (Institutional 3,381.567 *
Class)
Karen Dunn Kelley..... AIM International Growth Fund (Institutional 1,740.123 *
Class)
Lance A. Rejsek....... AIM International Growth Fund (Institutional 3,149.087 *
Class)
Todd L. Spillane...... AIM International Growth Fund (Institutional 821.737 *
Class)
All trustees,
nominees, and
current executive
officers as a
group............... AIM Asia Pacific Growth Fund (Class A) 6,020.583 *
AIM European Growth Fund (Class A) 1,521.086 *
AIM European Growth Fund (Investor Class) 391.809 *
AIM Global Aggressive Growth Fund (Class A) 1,895.507 *
AIM Global Growth Fund (Class A) 674.312 *
AIM International Core Equity Fund (Class A) 481.900 *
AIM International Growth Fund (Class A) 254.246 *
AIM International Growth Fund (Institutional 10,065.234 *
Class)
</Table>

AIM SECTOR FUNDS

<Table>
<Caption>
NUMBER OF SHARES
NAME OF TRUSTEE/ OF THE FUNDS PERCENT OF
NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS
- ---------------- -------------- ------------------ ----------

Albert R. Dowden...... AIM Energy Fund (Class A) 722.524 *
Ruth H. Quigley....... AIM Energy Fund (Class A) 1,266.953 *
AIM Gold & Precious Metals Fund (Investor 621.030 *
Class)
Larry Soll............ AIM Energy Fund (Investor Class) 1,520.455 *
AIM Financial Services Fund (Investor Class) 1,556.494 *
AIM Gold & Precious Metals Fund (Investor 14,987.383 *
Class)
AIM Leisure Fund (Investor Class) 616.620 *
AIM Technology Fund (Investor Class) 1,685.267 *
Raymond Stickel, 590.319 *
Jr. ................ AIM Leisure Fund (Class A)
Lance A. Rejsek....... AIM Energy Fund (Class A) 231.780 *
All trustees, 2,221.257 *
nominees, and
current executive
officers as a
group............... AIM Energy Fund (Class A)
AIM Energy Fund (Investor Class) 1,520.455 *
</Table>

I-2

<Table>
<Caption>
NUMBER OF SHARES
NAME OF TRUSTEE/ OF THE FUNDS PERCENT OF
NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS
- ---------------- -------------- ------------------ ----------

AIM Financial Services Fund (Investor Class) 1,556.494 *
AIM Gold & Precious Metals Fund (Investor 15,608.413 *
Class)
AIM Leisure Fund (Class A) 590.319 *
AIM Leisure Fund (Investor Class) 616.620 *
AIM Technology Fund (Investor Class) 1,685.267 *
</Table>

AIM TREASURER'S SERIES TRUST

<Table>
<Caption>
NUMBER OF SHARES
NAME OF TRUSTEE/ OF THE FUNDS PERCENT OF
NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS
- ---------------- -------------- ------------------ ----------

Larry Soll............ Premier Portfolio (Investor Class) 1,775,593.230 2%
Karen Dunn Kelley..... Premier Portfolio (Investor Class) 11,220,135.870 10%
All Trustees, nominees
and current
executive officers
as a group.......... Premier Portfolio (Investor Class) 12,995,729.100 12%
</Table>

- --------

* To the best knowledge of each Trust, the ownership of shares of each
series portfolio of each Trust by trustees, nominees and current
executive officers of each Trust as a group constituted less than 1% of
each class of each series portfolio of the Trusts as of October 31, 2007.

I-3

EXHIBIT J

OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of October 31, 2007, to the best knowledge of Trusts 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 PERCENT OF
SHARES CLASS
NAME OF FUND AND NAME AND OWNED OF OWNED OF
ADDRESS OF RECORD OWNER CLASS RECORD RECORD(1)
- ------------------------- ----- ---------------- ----------

AIM COUNSELOR SERIES
TRUST
AIM FLOATING RATE FUND
Pershing LLC............. Class A 3,378,243.61 14.93%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Charles Schwab & Co Inc.. Class A 2,038,779.39 9.01%
Special Custody FBO
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Merrill Lynch Pierce
Fenner & Smith......... Class C 1,896,051.43 19.15%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 1,508,048.10 15.23%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class C 653,260.89 6.60%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Morgan Stanley DW........ Class C 531,932.58 5.37%
Attn: Mutual Fund
Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-
3907
George E Prescott........ Class R 7,488.70 31.90%
George E Prescott
4 Windward Ln
Scarborough, ME 04074-
8244
Judith C Foss............ Class R 2,764.41 11.77%
Judith C Foss
336 Cousins St
Yarmouth, ME 04096-5508
Ryder Creative Inc....... Class R 2,305.95 9.82%
Thomas A Ryder
5 Old Oregon Trl
Acton, MA 01720-7744
Jennifer R Jacobson...... Class R 2,115.05 9.01%
Jennifer R Jacobson
P.O. Box 677
Yarmouth, ME 04096-0677
MG Trustco 401K.......... Class R 1,708.54 7.28%
FBO Heifer
International
Foundation
403B
700 17(th) St Ste 300
Denver, CO 80202-3531
MG Trustco Cust FBO...... Class R 1,534.88 6.54%
Heifer International
Foundation Emp
700 17(th) St Ste 300
Denver, CO 80202-3531
American Enterprise
Investment SVCS........ Class R 1,222.22 5.21%
P.O. Box 9446
Minneapolis, MN 55474-
0001
AIM Moderate Asset
Allocation Fund........ Institutional Class 2,611,011.73 44.19%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Conservative Asset
Allocation............. Institutional Class 966,811.62 16.36%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Income Allocation
Fund................... Institutional Class 752,497.55 12.73%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderately
Conservative........... Institutional Class 605,292.79 10.24%
Allocation Fund Omnibus
Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
Wells Fargo Investments
LLC.................... Institutional Class 604,371.93 10.23%
625 Marquette Ave S
13(th) Fl
Minneapolis, MN 55402-
2308
AIM MULTI-SECTOR FUND
Charles Schwab & Co Inc.. Class A 5,978,223.46 33.69%
Special Custody Acct
for the
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class A 1,794,949.77 10.11%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class B 484,039.98 15.76%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class C 754,185.20 22.01%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 237,481.73 6.93%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
AIM Growth Allocation.... Institutional Class 2,992,771.54 52.49%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
</Table>

J-1

AIM Moderate Asset
Allocation Fund........ Institutional Class 1,274,403.12 22.35%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Growth
Allocation Fund........ Institutional Class 1,215,404.50 21.32%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM SELECT REAL ESTATE
INCOME FUND
Citigroup Global Markets
House.................. Class A 3,053,315.49 23.49%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch Pierce
Fenner & Smith......... Class A 1,448,653.90 11.15%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Charles Schwab & Co Inc.. Class A 685,102.47 5.27%
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class B 2,469.83 20.24%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Joseph F Dimaria......... Class B 1,600.85 13.12%
Joseph F Dimaria
602 Place Du Bois
Mandeville, LA 70471-
1720
ANTC..................... Class B 1,144.26 9.38%
Atlas Engineering Inc
Tom Caldwell
6205 Winthrop Dr
Raleigh, NC 27612-2145
Morgan Stanley DW........ Class B 958.63 7.85%
Attn: Mutual Fund
Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-
3907
American Enterprise
Investment SVCS........ Class B 656.13 5.38%
P.O. Box 9446
Minneapolis, MN 55474-
0001
NFS LLC.................. Class B 612.25 5.02%
NFS/FMTC IRA
FBO Robert C Wren II
6 Blueberry Ln
Stockton Spgs, ME
04981-4119
NFS LLC FBO.............. Class C 8,337.62 28.92%
George R McClelland
Catherine H McClelland
14000 Fox Run Ct
Phoenix, MD 21131-1852
Pershing LLC............. Class C 4,870.55 16.90%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Bon Temps Ventures....... Class C 3,201.67 11.11%
Robert E George
31325 Shannon Dr
Lacombe, LA 70445-2811
LPL Financial Services... Class C 3,079.03 10.68%
9785 Towne Centre Dr
San Diego, CA 92121-
1968
ANTC Cust Ira FBO........ Class C 1,983.82 6.88%
Joseph Prescia
3607 E Old Post Rd
New Iberia, LA 70560-
8282
Carle G Danis............ Class C 1,467.06 5.09%
178 Old Post Rd
Arundel, ME 04046-7710
AIM Advisors Inc......... Institutional Class 599.11 100%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM STRUCTURED CORE FUND
AIM Advisors Inc......... Class A 60,975.40 44.15%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
NFS LLC FEBO............. Class A 15,056.05 10.90%
Merrill Lynch BK & TR
Co FSB
210 West 90(th) Street
#6B
New York, NY 10024-
1242
Charles Schwab & Co Inc.. Class A 11,189.85 8.10%
Special Custody FBO
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
AIM Advisors Inc......... Class B 60,599.92 82.54%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM Advisors Inc......... Class C 60,599.92 64.56%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
Merrill Lynch Pierce
Fenner & Smith......... Class C 17,561.06 18.71%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
AIM Advisors Inc......... Class R 60,881.12 99.40%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM Advisors Inc......... Institutional Class 61,063.69 72.68%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
Frank Cristo & Jeffrey
Isaacs TTEES........... Institutional Class 22,949.25 27.32%
District #15 Ordinary
Life Fund UA
43 N Central Avenue
Valley Stream, NY
11580-3897
AIM STRUCTURED GROWTH
FUND
Merrill Lynch Pierce
Fenner & Smith......... Class A 162,817.82 24.57%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class A 132,971.69 20.07%
1 Pershing Plz
Jersey City, NJ 07399-
0001
</Table>

J-2

Morgan Stanley DW........ Class A 121,258.03 18.30%
Attn: Mutual Fund
Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-
3907
Charles Schwab & Co Inc.. Class A 36,050.69 5.44%
Special Custody FBO
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
LPL Financial Services... Class B 5,713.90 9.85%
9785 Towne Centre Drive
San Diego, CA 92121-
1968
Merrill Lynch Pierce
Fenner & Smith......... Class B 5,246.75 9.05%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
ANTC Cust IRA............ Class B 3,641.01 6.28%
FBO Timothy Donovan
2504 Gardens Pkwy
Palm Bch Gdns, FL
33410-2934
NFS LLC FBO.............. Class B 2,998.42 5.17%
Bruce Jacobs
P.O. Box 204
Richmond, VT 05477-0204
Merrill Lynch Pierce
Fenner & Smith......... Class C 140,569.22 67.43%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Charles Schwab & Co Inc.. Class C 30,408.68 14.59%
Special Custody Acct
FBO Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
AMOSKEAG Chiropractic
Inc.................... Class R 514.14 44.83%
Edward J Rusher
357 Coolidge Ave
Manchester, NH 03102-
3206
AIM Advisors Inc......... Class R 316.46 27.59%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AMOSKEAG Chiropractic
Inc.................... Class R 298.97 26.07%
Eleanor Rusher
357 Coolidge Ave
Manchester, NH 03102-
3206
AIM Growth Allocation.... Institutional Class 6,164,271.67 42.45%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Asset
Allocation Fund........ Institutional Class 4,101,572.11 28.25%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Growth
Allocation............. Institutional Class 3,442,141.62 23.70%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM STRUCTURED VALUE FUND
USHA Balasubramanian &... Class A 24,280.58 14.21%
Bala Balasubramanian
JTWROS
1240 Normandy Dr
Blue Bell, PA 19422-
1432
Robert L Shoss &......... Class A 15,323.99 8.97%
Elizabeth K Shoss
JTWROS
5320 Braeburn Dr
Bellaire, TX 77401-
4802
Charles Schwab & Co Inc.. Class A 13,676.00 8.00%
Special Custody FBO
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class A 10,356.72 6.06%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch Pierce
Fenner & Smith......... Class A 9,620.42 5.63%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 3,824.53 6.19%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Raymond James & Assoc
Inc.................... Class C 1,669.45 9.86%
FBO Cruse J&L
880 Carillon Pkwy
St Petersburg, FL
33716-1100
Window Treatments By
Susan.................. Class C 1,441.08 8.52%
Susan T Keck
910 Bear Claw Way
Madison, WI 53717-2749
ANTC..................... Class C 1,390.87 8.22%
Victorian Sales
William T Spangler
536 Smith Ct
Robertsville, MO
63072-1938
Resources Trust Company.. Class C 1,278.35 7.55%
FBO Richard A Pierce
P.O. Box 5900
Denver, CO 80217-5900
Resources Trust Company.. Class C 1,203.47 7.11%
FBO Joan R Higley
P.O. Box 5900
Denver, CO 80217-5900
Pershing LLC............. Class C 1,015.40 6.00%
1 Pershing Plz
Jersey City, NJ 07399-
0001
ANTC..................... Class C 859.57 5.08%
Capital Q
Kelly Bleak
P.O. Box 823
Heber, AZ 85928-0823
ANTC CUST IRA............ Class C 855.95 5.06%
FBO Gary R Warren
18 Dunmow Cres
Fairport, NY 14450-
3837
</Table>

J-3

ANTC..................... Class C 849.07 5.02%
Sudon Brothers Inc
Joseph Sudon
4958 Maple St
Vienna, OH 44473-9632
AMOSKEAG Chiropractic
Inc.................... Class R 496.84 52.82%
Edward J Rusher
357 Coolidge Ave
Manchester, NH 03102-
3206
AMOSKEAG Chiropractic
Inc.................... Class R 290.31 30.86%
Eleanor Rusher
357 Coolidge Ave
Manchester, NH 03102-
3206
AIM Advisors Inc......... Class R 123.74 13.15%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM Growth Allocation.... Institutional Class 5,246,443.81 43.46%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Asset
Allocation Fund........ Institutional Class 3,189,977.92 26.43%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Growth
Allocation............. Institutional Class 2,842,036.59 23.54%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM INTERNATIONAL MUTUAL FUNDS
AIM ASIA PACIFIC GROWTH
FUND
Pershing LLC............. Class A 1,659,823.19 9.05%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch Pierce
Fenner & Smith......... Class A 1,632,993.15 8.90%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 336,645.05 12.12%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 229,529.97 8.26%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch Pierce
Fenner & Smith......... Class B 158,189.93 5.69%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Merrill Lynch Pierce
Fenner & Smith......... Class C 1,069,263.58 27.11%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class C 363,322.15 9.21%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class C 256,481.36 6.50%
1 Pershing Plz
Jersey City, NJ 07399-
0001
AIM EUROPEAN GROWTH FUND
Merrill Lynch Pierce
Fenner & Smith......... Class A 1,859,426.26 8.36%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class A 1,632,319.28 7.33%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class A 1,595,822.65 7.17%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Charles Schwab & Co Inc.. Class A 1,511,553.72 6.79%
Reinvestment Account
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class B 377,682.28 9.87%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 364,770.99 9.53%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch Pierce
Fenner & Smith......... Class B 216,940.95 5.67%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class C 928,285.09 23.67%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch Pierce
Fenner & Smith......... Class C 665,544.10 16.97%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 230,106.11 5.87%
1 Pershing Plz
Jersey City, NJ 07399-
0001
State Street Bank & Trust
Co Cust................ Class R 152,083.01 29.74%
For Various Symetra
Retirement Plans
801 Pennsylvania Ave
Kansas City, MO 64105-
1307
Hartford Life Insurance
Co Separate............ Class R 99,576.54 19.47%
Account 401K
P.O. Box 2999
Hartford, CT 06104-2999
Reliance Trust Company
Cust FBO............... Class R 29,014.62 5.67%
Grand Rapids
Opthalmology PC
3300 Northeast Expy Ste
200
Atlanta, GA 30341-3932
</Table>

J-4

Reliance Trust Company
Custodian.............. Class R 27,050.72 5.29%
FBO Morley Incentives
401K Profit Sharing
Plan & Trust
P.O. Box 48529
Atlanta, GA 30362-1529
Charles Schwab & Co Inc.. Investor Class 1,835,165.56 23.96%
Special Custody FBO
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 949,788.89 12.40%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty St 5(th) Fl
Attn: Kate- Recon
New York, NY 10281-
5503
FIIOC Agent.............. Investor Class 538,772.69 7.03%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-
1987
AIM GLOBAL AGGRESSIVE
GROWTH FUND
Merrill Lynch Pierce
Fenner & Smith......... Class A 2,969,865.80 8.57%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class A 2,462,415.55 7.11%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class A 2,274,418.59 6.56%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch Pierce
Fenner & Smith......... Class B 351,110.91 6.86%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 303,936.09 5.94%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch Pierce
Fenner & Smith......... Class C 243,979.37 14.93%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class C 151,895.78 9.30%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class C 121,849.95 7.46%
1 Pershing Plz
Jersey City, NJ 07399-
0001
AIM Advisors Inc......... Institutional Class 359.45 100%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM GLOBAL GROWTH FUND
Citigroup Global Markets
House.................. Class A 1,074,609.44 8.50%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch Pierce
Fenner & Smith......... Class A 865,992.99 6.85%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class A 653,493.11 5.17%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class B 218,162.67 7.24%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch Pierce
Fenner & Smith......... Class B 173,183.50 5.75%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Merrill Lynch Pierce
Fenner & Smith......... Class C 158,409.23 14.97%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 82,215.49 7.77%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class C 59,830.40 5.65%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
AIM Advisors Inc......... Institutional Class 368.87 100%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
AIM INTERNATIONAL GROWTH
FUND
Merrill Lynch Pierce
Fenner & Smith......... Class A 22,996,536.43 29.02%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Merrill Lynch Pierce
Fenner & Smith......... Class B 1,234,390.17 16.58%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 665,246.97 8.93%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 417,845.98 5.61%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
</Table>

J-5

Merrill Lynch Pierce
Fenner & Smith......... Class C 3,212,428.49 39.75%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class C 612,406.81 7.58%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Morgan Stanley DW........ Class C 523,817.15 6.48%
Attn: Mutual Fund
Operations
3 Harborside PL Fl 6
Jersey City, NJ 07311-
3907
Merrill Lynch Pierce
Fenner & Smith......... Class R 232,501.34 17.39%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
Hartford Life Insurance
Co Separate............ Class R 92,897.51 6.95%
Account 401K
P.O. Box 2999
Hartford, CT 06104-2999
Wachovia Bank FBO........ Class R 73,139.50 5.47%
Robb & Stuckey LLLP 401
K
NC 1151
1525 West WT Harris
Blvd
Charlotte, NC 28288-
0001
Merrill Lynch Pierce
Fenner & Smith......... Institutional Class 5,018,611.97 22.25%
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Fl
Jacksonville, FL
32246-6484
First Command Bank
Trust.................. Institutional Class 4,312,091.79 19.12%
FBO First Command SIP
Attn: Trust Department
P.O. Box 901075
Fort Worth, TX 76101-
2075
AIM Growth Allocation.... Institutional Class 2,666,811.66 11.82%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM International
Allocation Fund........ Institutional Class 2,636,572.82 11.69%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Asset
Allocation Fund........ Institutional Class 1,703,941.10 7.56%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Growth
Allocation............. Institutional Class 1,588.232.30 7.04%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM INTERNATIONAL CORE
EQUITY FUND
Merrill Lynch............ Class A 672,360.52 11.61%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class A 329,455.50 5.69%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class B 209,537.60 10.66%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 131,822.88 6.71%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 1,376,132.25 44.46%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
MG Trust Co Cust......... Class R 20,839.74 8.14%
Bracing Systems Inc
401K Pensio
700 17(th) St Ste 300
Denver, CO 80202-3531
Reliance Trust Company
Cust FBO............... Class R 20,422.50 7.98%
William J Kamm and Sons
Inc 401K Plan
P.O. Box 48529
Atlanta, GA 30362-1529
Orchard Trust LLC FBO.... Class R 14,172.39 5.54%
Employee Benefits
c/o Great West Life
Attn: Mutual Fund
Trading 272
8515 E Orchard Rd
Englewood, CA 80111-
5002
AIM International
Allocation Fund........ Institutional Class 8,752,340.69 36.47%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Growth Allocation
Fund................... Institutional Class 5,684,250.23 23.69%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Asset
Allocation Fund........ Institutional Class 4,841,440.90 20.18%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
AIM Moderate Growth
Allocation............. Institutional Class 3,385,694.08 14.11%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
Charles Schwab & Co Inc.. Investor Class 196,133.26 7.49%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
GPC Securities Inc As
Agent For.............. Investor Class 178,618.82 6.82%
Merrill Lynch B&T Co
FSB TTEE
401K Retirement &
Savings Pln
For Employees of
Fairfield Inc
P.O. Box 7940
Lafayette, IN 47903-
7940
AIM SECTOR FUNDS
AIM ENERGY FUND
</Table>

J-6

Pershing LLC............. Class A 2,035,377.82 13.16%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Charles Schwab & Co Inc.. Class A 1,672,755.93 10.81%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Merrill Lynch............ Class A 870,545.42 5.63%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class B 488,315.38 14.13%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 335,622.55 9.71%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch............ Class B 178,771.69 5.17%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Merrill Lynch............ Class C 639,105.51 13.96%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Citigroup Global Markets
House.................. Class C 592,986.70 12.96%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class C 479,198.71 10.47%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Nat'l Financial Services
Corp................... Institutional Class 26,958.33 81.74%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
Pershing LLC............. Institutional Class 4,079.36 12.37%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Charles Schwab & Co Inc.. Investor Class 1,980,823.17 15.46%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 1,525,964.22 11.91%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
Citigroup Global Markets
Inc.................... Investor Class 870,033.31 6.79%
333 W 34(th) St 3(rd)
Floor
New York, NY 10001-
2402
Nationwide Trust Company
FSB.................... Investor Class 797,403.30 6.22%
c/o IPO Portfolio Acct
P.O. Box 182029
Columbus, OH 43218-
2029
AIM FINANCIAL SERVICES
FUND
Pershing LLC............. Class A 266,266.50 12.34%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class A 113,431.83 5.26%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Charles Schwab & Co Inc.. Class A 111,093.97 5.15%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class B 173,290.80 14.10%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 77,184.37 6.28%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Merrill Lynch............ Class B 62,033.35 5.05%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 73,194.67 14.93%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 48,800.67 9.95%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Charles Schwab & Co Inc.. Investor Class 3,552,728.48 22.22%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 941,203.09 5.89%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
AIM GOLD & PRECIOUS
METALS FUND
Pershing LLC............. Class A 1,751,733.64 17.73%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class B 1,032,184.90 24.95%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Citigroup Global Markets
House.................. Class B 212,156.41 5.13%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Citigroup Global Markets
House.................. Class C 360,634.74 10.58%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class C 346,873.12 10.18%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 310,589.64 9.11%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Charles Schwab & Co Inc.. Investor Class 3,344,176.52 15.26%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 2,410,560.32 11.00%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
</Table>

J-7

AIM LEISURE FUND
Charles Schwab & Co Inc.. Class A 892,146.31 23.54%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Pershing LLC............. Class A 487,728.62 12.87%
1 Pershing Plz
Jersey City, NJ 07399-
0001
NFS LLC FBO.............. Class A 264,428.37 6.98%
Transamerica Life
Insurance
1150 S Olive St Ste
2700
Los Angeles, CA 90015-
2211
Delaware Charter
Guarantee & Trust...... Class A 203,702.34 5.38%
FBO Principal Financial
Group Omnibus Qualified
711 High St
Des Moines, IA 50392-
0001
Pershing LLC............. Class B 185,800.65 24.31%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 161,379.25 14.71%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 156,147.38 14.23%
1 Pershing Plz
Jersey City, NJ 07399-
0001
MG Trustco TTEE TTEE..... Class R 4,147.41 22.33%
Frontier Trustco
LH Gault & Son Inc
Retirement Sav
P.O. Box 10699
Fargo, ND 58106-0699
MG Trustco TTEE TTEE..... Class R 3,632.02 19.56%
Frontier Trustco
URY & Moskow LLC
P.O. Box 10699
Fargo, ND 58106-0699
MG Trustco Cust FBO...... Class R 3,034.01 16.34%
Community Bank Corp
401K P
700 17(th) St Ste 300
Denver, CO 80202-3531
NFS LLC FBO.............. Class R 1,325.05 7.13%
Macatawa Bank DBA Zeel
& Co
P.O. Box 3119
Holland, MI 49422-3119
Charles Schwab & Co Inc.. Investor Class 2,487,468.99 20.48%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 1,043,587.03 8.59%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
AIM TECHNOLOGY FUND
NFS LLC FBO.............. Class A 1,110,843.23 12.33%
Transamerica Life
Insurance
1150 S Olive St Ste
2700
Los Angeles, CA 90015-
2211
Citigroup Global Markets
House.................. Class A 559,694.77 6.21%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Citigroup Global Markets
House.................. Class B 163,973.01 8.27%
Attn: Cindy Tempesta
7(th) Fl
333 W 34(th) St
New York, NY 10001-
2402
Pershing LLC............. Class B 145,692.61 7.35%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class C 53,849.92 7.21%
1 Pershing Plz
Jersey City, NJ 07399-
0001
AIM Advisors Inc......... Institutional Class 320.67 100%
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103
Charles Schwab & Co Inc.. Investor Class 3,439,662.86 18.66%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 1,040,038.25 5.64%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
AIM UTILITIES FUND
Pershing LLC............. Class A 856,083.82 7.84%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Pershing LLC............. Class B 282,717.18 10.88%
1 Pershing Plz
Jersey City, NJ 07399-
0001
Merrill Lynch............ Class C 138,508.88 12.38%
4800 Deer Lake Drive
East
Jacksonville, FL
32246-6484
Pershing LLC............. Class C 120,892.35 10.81%
1 Pershing Plz
Jersey City, NJ 07399-
0001
FIIOC Agent.............. Institutional Class 572,166.70 58.35%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-
1987
AIM Income Allocation
Fund................... Institutional Class 408,455.96 41.65%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste
100
Houston, TX 77046-1113
Charles Schwab & Co Inc.. Investor Class 1,125,108.85 21.18%
Special Custody Acct
For The
Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4151
Nat'l Financial Services
Corp................... Investor Class 325,075.53 6.12%
The Exclusive Benefit
of Cust
One World Financial
Center
200 Liberty Street
5(th) Fl
Attn: Kate -- Recon
New York, NY 10281-
5503
AIM TREASURER'S SERIES
TRUST
</Table>

J-8

PREMIER PORTFOLIO
AIM Fund of Funds........ Institutional Class 1,767,384,997.45 49.70%
Attn: Brian Smith
Money Market Portfolio
Admin.
11 Greenway Plaza, Ste.
100
Houston, TX 77046
Oppenheimer & Co. Inc. .. Institutional Class 557,465,609.39 15.68%
125 Broad St. 16(th) Fl
New York, NY 10004-2400
Guaranty Group........... Institutional Class 310,867,414.79 8.74%
Attn: Martha Dunn
8333 Douglas Ave.
Dallas, TX 75250
Karen Dunn Kelley........ Investor Class 11,220,135.87 9.88%
1201 Beechwood Blvd
Pittsburgh, PA 15206-
4519
Global Capital Management
TR..................... Investor Class 7,570,952.69 6.67%
Pension Plan
102 Lighthouse Cir Apt
D
Tequesta, FL 33469-
4701
PREMIER TAX-EXEMPT
PORTFOLIO
Cantella & Co. .......... Institutional Class 64,451,400.90 82.58%
Attn: Amy Webster
12000 Westeimer, Ste.
225
Houston, TX 77072
Morgan Keegan............ Institutional Class 11,287,065.40 14.46%
315 Deaderick Street,
4(th) Floor
Nashville, TN 37237
Hubert L Harris JR &..... Investor Class 1,893,497.43 10.59%
Joan C Harris JTWROS
4606 Polo Ln SE
Atlanta, GA 30339-5346
Robert W Trudeau
Trustee................ Investor Class 1,469,954.75 8.22%
Robert W Trudeau Trust
2 Parwood Ct
Johnson City, TN
37601-2179
L A Idler TR............. Investor Class 1,137,869.99 6.36%
2102 W Dry Creek Rd
Littleton, CO 80120-
4421
Ralph H or Lynne J
Jenkins JR JT WROS..... Investor Class 1,120,191.32 6.27%
39 Woodcrest Ave
Atlanta, GA 30309-1535
PREMIER U.S. GOVERNMENT
MONEY PORTFOLIO
LaSalle Bank............. Institutional Class 146,895,557.89 89.85%
135 South LaSalle St.
Chicago, IL 60603
</Table>

- --------

(1) The Trusts have no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially

J-9

EXHIBIT K

TRUSTEE OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially owned
by each trustee and nominee as of October 31, 2007 (i) in each Fund and (ii) on
an aggregate basis, in all registered investment companies overseen by the
trustee within the AIM Funds complex.

DOLLAR RANGE OF EQUITY SECURITIES PER FUND

<Table>
<Caption>
NAME OF FUND BOB R. FRANK S. JAMES T. BRUCE L. ALBERT R. JACK M.
(CLASS) BAKER BAYLEY BUNCH CROCKETT DOWDEN FIELDS
- ------------ ---------------- ---------------- ---------------- ---------------- --------------- ---------------

AIM COUNSELOR
SERIES TRUST
AIM Floating
Rate
Fund...... $1-$10,000
AIM Multi-
Sector
Fund...... $10,001-$50,000
AIM Select
Real
Estate
Income
Fund...... $1-$10,000 $1-$10,000
AIM
Structured
Core Fund
AIM
Structured
Growth
Fund
AIM
Structured
Value
Fund...... $10,001-$50,000
AIM
INTERNATIONAL
MUTUAL FUNDS
AIM Asia
Pacific
Growth
Fund...... $50,001-$100,000 $50,001-$100,000 $50,001-$100,000 $10,001-$50,000 Over $100,000
AIM European
Growth
Fund...... $10,001-$50,000 $10,001-$50,000 Over $100,000
AIM Global
Aggressive
Growth
Fund......
AIM Global
Growth
Fund...... $10,001-$50,000
AIM
Interna-
tional
Core
Equity
Fund...... $50,001-$100,000
AIM
Interna-
tional
Growth
Fund...... $1-$10,000
AIM SECTOR
FUNDS
AIM Energy
Fund...... $10,001-$50,000 Over $100,000
AIM Financial
Services
Fund......
AIM Gold &
Precious
Metals
Fund......
AIM Leisure
Fund...... $50,001-$100,000 Over $100,000
AIM
Technology
Fund...... $10,001-$50,000
AIM Utilities
Fund
AIM TREASURER'S
SERIES TRUST
Premier
Portfo-
lio.......
Premier Tax-
Exempt
Portfolio
Premier U.S.
Government
Money
Portfolio
Aggregate
Dollar Range
of Equity
Securities in
All
Registered
Investment
Companies
Overseen By
Director in
the AIM Funds
Complex...... Over $100,00 Over $100,000 Over $100,000(1) Over $100,000(1) Over $100,000 Over $100,000(1)
<Caption>
NAME OF FUND CARL PREMA RUTH H. LEWIS F. LARRY RAYMOND MARTIN L.
(CLASS) FRISCHLING MATHAI-DAVIS QUIGLEY PENNOCK SOLL STICKEL, JR. FLANAGAN
- ------------ --------------- ---------------- ---------------- ------------ ---------------- --------------- ------------

AIM COUNSELOR
SERIES TRUST
AIM Floating
Rate
Fund......
AIM Multi-
Sector
Fund...... $50,001-$100,000 $10,001-$50,000
AIM Select
Real
Estate
Income
Fund...... $1-$10,000 $1-$10,000 $10,001-$50,000
AIM
Structured
Core Fund
AIM
Structured
Growth
Fund
AIM
Structured
Value
Fund......
AIM
INTERNATIONAL
MUTUAL FUNDS
AIM Asia
Pacific
Growth
Fund...... Over $100,000 $50,001-$100,000 $1-$10,000 $10,001-$50,000
AIM European
Growth
Fund...... $50,001-$100,000 $1-$10,000 $50,001-$100,000
AIM Global
Aggressive
Growth
Fund...... Over $100,000 $50,001-$100,000 $50,001-$100,000
AIM Global
Growth
Fund...... Over $100,000
AIM
Interna-
tional
Core
Equity
Fund...... $10,001-$50,000 $1-$10,000 $1-$10,000
AIM
Interna-
tional
Growth
Fund...... Over $100,000 $1-$10,000 $50,001-$100,000
AIM SECTOR
FUNDS
AIM Energy
Fund...... $50,001-$100,000 Over $100,000
AIM Financial
Services
Fund...... $10,001-$50,000
AIM Gold &
Precious
Metals
Fund...... $1-$10,000 Over $100,000
AIM Leisure
Fund...... $50,001-$100,000
AIM
Technology
Fund...... $50,001-$100,000
AIM Utilities
Fund
AIM TREASURER'S
SERIES TRUST
Premier
Portfo-
lio....... Over $100,000
Premier Tax-
Exempt
Portfolio
Premier U.S.
Government
Money
Portfolio
Aggregate
Dollar Range
of Equity
Securities in
All
Registered
Investment
Companies
Overseen By
Director in
the AIM Funds
Complex...... Over $100,000(1) Over $100,000(1) Over $100,000 Over $100,00 Over $100,000(1) Over $100,00 Over $100,00
<Caption>
NAME OF FUND PHILIP A.
(CLASS) TAYLOR
- ------------ ---------

AIM COUNSELOR
SERIES TRUST
AIM Floating
Rate
Fund......
AIM Multi-
Sector
Fund......
AIM Select
Real
Estate
Income
Fund......
AIM
Structured
Core Fund
AIM
Structured
Growth
Fund
AIM
Structured
Value
Fund......
AIM
INTERNATIONAL
MUTUAL FUNDS
AIM Asia
Pacific
Growth
Fund......
AIM European
Growth
Fund......
AIM Global
Aggressive
Growth
Fund......
AIM Global
Growth
Fund......
AIM
Interna-
tional
Core
Equity
Fund......
AIM
Interna-
tional
Growth
Fund......
AIM SECTOR
FUNDS
AIM Energy
Fund......
AIM Financial
Services
Fund......
AIM Gold &
Precious
Metals
Fund......
AIM Leisure
Fund......
AIM
Technology
Fund......
AIM Utilities
Fund
AIM TREASURER'S
SERIES TRUST
Premier
Portfo-
lio.......
Premier Tax-
Exempt
Portfolio
Premier U.S.
Government
Money
Portfolio
Aggregate
Dollar Range
of Equity
Securities in
All
Registered
Investment
Companies
Overseen By
Director in
the AIM Funds
Complex...... None
</Table>

- --------

(1) Amounts shown include the total amount of compensation deferred by the
trustee at his or her election pursuant to a deferred compensation plan.
Such deferred compensation is placed in a deferral account and deemed to
be invested in one or more of the AIM Funds.

K-1

AIM-PROXY-B

(AIM INVESTMENTS(R) LOGO)
P.O. BOX 9112
FARMINGDALE, NY 11735

FOUR EASY WAYS TO VOTE YOUR PROXY

INTERNET: Go to WWW.AIMINVESTMENTS.COM/PROXY and follow the online
directions.
TELEPHONE: Call 1-888-221-0697 and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 29, 2008

AIM FLOATING RATE FUND (THE "FUND")
AIM COUNSELOR SERIES TRUST (THE "TRUST")

The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sidney M. Dilgren, and any one of them separately, proxies with
full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy
card, at the Special Meeting of Shareholders on February 29, 2008, at 3:00 p.m., Central Time, and at any adjournment or
postponement 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 CHOICE INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE APPROVAL OF EACH
PROPOSAL.

(ARROW) NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.

PROXY MUST BE SIGNED AND DATED BELOW.

Dated ______________________

--------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)

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,
limited liability company, or partnership, please
sign in full entity name and indicate the signer's
position with the entity.

(ARROW) (ARROW) AIM Inv "B" 07 - DH

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

(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve until WITHHOLD
his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
(01) Bob R. Baker (04) Bruce L. Crockett (07) Martin L. Flanagan (10) Lewis F. Pennock ALL NOMINEES EXCEPT*
(02) Frank S. Bayley (05) Albert R. Dowden (08) Carl Frischling (11) Larry Soll, Ph.D. --------- --------- ---------
(03) James T. Bunch (06) Jack M. Fields (09) Prema Mathai-Davis (12) Raymond Stickel, Jr. [ ] [ ] [ ] 1.
(13) Philip A. Taylor

* 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.

________________________________________________________________________________________________
2. To approve a new sub-advisory agreement for the Fund and each other series portfolio of the FOR AGAINST ABSTAIN
Trust between A I M Advisors, Inc. and each of AIM Funds Management Inc.; INVESCO Asset --------- --------- ---------
Management Deutschland, GmbH; INVESCO Asset Management Ltd.; Invesco Asset Management [ ] [ ] [ ] 2.
(Japan) Limited; Invesco Australia Limited; Invesco Global Asset Management (N.A.), Inc.;
Invesco Hong Kong Limited; Invesco Institutional (N.A.), Inc.; and Invesco Senior Secured
Management, Inc.

3. To approve changing certain fundamental investment restrictions of the Fund to provide the AGAINST ABSTAIN
Fund with more investment flexibility. FOR ALL ALL ALL
EXCEPT AS EXCEPT AS EXCEPT AS
3a. Modification of Fundamental Restriction on 3e. Modification of Fundamental Restriction INDICATED INDICATED INDICATED
Issuer Diversification. on Real Estate Investments. --------- --------- ---------

3b. Modification of Fundamental Restrictions 3f. Modification of Fundamental Restriction Not Applicable 3.
on Issuing Senior Securities and on Purchasing or Selling Commodities.
Borrowing Money.

3c. Modification of Fundamental Restriction on 3g. Modification of Fundamental Restriction
Underwriting Securities. on Making Loans.

3d. Modification of Fundamental Restriction on 3h. Modification of Fundamental Restriction
Industry Concentration. on Investment in Investment Companies.

________________________________________________________________________________________________
TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF THE FOR AGAINST ABSTAIN
SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION". --------- --------- ---------

4. To approve changing AIM Financial Services Fund's sub-classification from "diversified" to Not Applicable 4.
"non-diversified" and approve the elimination of a related fundamental investment
restriction to provide AIM Financial Services Fund with more investment flexibility.

5. To approve making the investment objective(s) of AIM Energy Fund, AIM Financial Services Not Applicable 5.
Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity Fund, AIM Leisure
Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio, and Premier U.S. Government Money Portfolio non-fundamental.

6. To approve an amendment to the Trust's Agreement and Declaration of Trust that would permit [ ] [ ] [ ] 6.
the Board of Trustees of the Trust to terminate the Trust, the Fund and each other series
portfolio of the Trust, or a share class without a shareholder vote.

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

(ARROW) AIM Inv "B1" 07 - DH (ARROW)

(AIM INVESTMENTS(R) LOGO)
P.O. BOX 9112
FARMINGDALE, NY 11735

FOUR EASY WAYS TO VOTE YOUR PROXY

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 29, 2008

AIM MULTI-SECTOR FUND (THE "FUND")
AIM COUNSELOR SERIES TRUST (THE "TRUST")

(ARROW) NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.

PROXY MUST BE SIGNED AND DATED BELOW.

Dated ______________________

--------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)

(ARROW) (ARROW) AIM Inv "B" 07 - DH

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

(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.

* 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.

3b. Modification of Fundamental Restrictions 3f. Modification of Fundamental Restriction [ ] [ ] [ ] 3.
on Issuing Senior Securities and on Purchasing or Selling Commodities.
Borrowing Money.

3c. Modification of Fundamental Restriction on 3g. Modification of Fundamental Restriction
Underwriting Securities. on Making Loans.

3d. Modification of Fundamental Restriction on 3h. Modification of Fundamental Restriction
Industry Concentration. on Investment in Investment Companies.

5. To approve making the investment objective(s) of AIM Energy Fund, AIM Financial Services [ ] [ ] [ ] 5.
Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity Fund, AIM Leisure
Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio, and Premier U.S. Government Money Portfolio non-fundamental.

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

(ARROW) AIM Inv "B2" 07 - DH (ARROW)

(AIM INVESTMENTS(R) LOGO)
P.O. BOX 9112
FARMINGDALE, NY 11735

FOUR EASY WAYS TO VOTE YOUR PROXY

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 29, 2008

AIM SELECT REAL ESTATE INCOME FUND (THE "FUND")
AIM COUNSELOR SERIES TRUST (THE "TRUST")