As filed on July 28, 2004

   1933 Act File No. 002-85905
     1940 Act File No. 811-3826

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   X

Pre-Effective Amendment No.         

    

Post-Effective Amendment No.          42

   X

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   X

Amendment No.          42

   X

 

AIM SECTOR FUNDS

(as Successor to AIM SECTOR FUNDS, INC., formerly named INVESCO SECTOR FUNDS, INC.)

(Exact Name of Registrant as Specified in Charter)

 

11 Greenway Plaza, Suite 100, Houston, TX 77046

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number, including Area Code: (713) 626-1919

 

Robert H. Graham

11 Greenway Plaza, Suite 100

Houston, TX 77046

(Name and Address of Agent for Service)

 


 

Copies to:

 

Joel Messina, Esq.

  Martha J. Hays, Esq.

A I M Advisors, Inc.

  Ballard Spahr Andrews &

11 Greenway Plaza, Suite 100

  Ingersoll, LLP

Houston, TX 77046

  1735 Market Street, 51st Floor
    Philadelphia, PA 19103-7599

 


 

Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective.

 

It is proposed that this filing will become effective (check appropriate box)

 

         immediately upon filing pursuant to paragraph (b)

 

    X on July 30, 2004 pursuant to paragraph (b)

 

         60 days after filing pursuant to paragraph (a)(1)

 

         on                  , pursuant to paragraph (a)(1)

 

         75 days after filing pursuant to paragraph (a)(2)

 

         on                  , pursuant to paragraph (a)(2) of rule 485

 

If appropriate, check the following box:

 

         this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 


PROSPECTUS | July 30, 2004

 

INVESCO ENERGY FUND  — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO FINANCIAL SERVICES FUND  — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO GOLD & PRECIOUS METALS FUND  — INVESTOR CLASS, CLASS A, B, AND C

INVESCO HEALTH SCIENCES FUND  — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO LEISURE FUND  — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO TECHNOLOGY FUND  — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO UTILITIES FUND  — INVESTOR CLASS, CLASS A, B, AND C

 

Seven mutual funds designed for investors seeking capital growth through targeted investment opportunities.

 

Investor Class shares offered by this Prospectus are offered only to grandfathered investors. Please see the section of the Prospectus entitled “How To Buy Shares.”

 

Class A, B, and C shares are sold primarily through financial intermediaries. Class K shares are sold to qualified retirement plans, retirement savings programs, educational savings programs, and wrap programs primarily through financial intermediaries.

TABLE OF CONTENTS    

Investment Goals, Strategies, And Risks2

Fund Performance5

Fees And Expenses 10

Investment Risks 14

Principal Risks Associated With The Funds1 4

Temporary Defensive Positions1 6

Portfolio Turnover1 6

Fund Management1 6

Portfolio Managers1 7

Potential Rewards1 8

Share Price1 8

Tools Used to Combat Excessive Short-Term Trading Activity 19

How To Buy Shares2 0

Your Account Services2 6

How To Sell Shares2 6

Taxes 29

Dividends And Capital Gain Distributions3 0

Financial Highlights3 1

 

No dealer, salesperson, or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and you should not rely on such other information or representations.

 

The Securities and Exchange Commission has not approved or disapproved the shares of these Funds. Likewise, the Commission has not determined if this Prospectus is truthful or complete. Anyone who tells you otherwise is committing a federal crime.

 

AIM SECTOR FUNDS

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A I M Advisors, Inc. (“AIM” or the “advisor”) is the investment advisor for each Fund, and INVESCO Institutional (N.A.), Inc.-Denver Division (“INVESCO Institutional” or “sub-advisor”) is the sub-advisor for each Fund. On November 20, 2003, the series portfolios of AIM Sector Funds, Inc., a Maryland corporation (the “Company”), were redomesticated as the Funds, which are series portfolios of AIM Sector Funds, a Delaware statutory trust. INVESCO Institutional is an affiliate of AIM.

 

This Prospectus contains important information about the Funds’ Investor Class, Class A, B, C, and, if applicable, K shares. Class A, B, and C shares are sold primarily through financial intermediaries. Class K shares are sold to qualified retirement plans, retirement savings programs, educational savings programs, and wrap programs primarily through financial intermediaries. If you invest through a financial intermediary, please contact your financial intermediary or, with respect to Class K shares, your plan or program sponsor, for detailed information on suitability and transactional issues (i.e., how to purchase or sell shares, minimum investment amounts, and fees and expenses). INVESCO Technology Fund also offers an additional class of shares through a separate Prospectus. Each of the Fund’s classes has varying expenses, with resulting effects on their performance. You can choose the class of shares that is best for you, based on how much you plan to invest and other relevant factors discussed in “How To Buy Shares.” To obtain additional information about the other class of Technology Fund’s shares, contact A I M Distributors, Inc. (“ADI”) at 1-800-347-4246.

 

This Prospectus will tell you more about:

 

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Investment Goals & Strategies

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Potential Investment Risks

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Past Performance


 

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Investment Goals, Strategies, And Risks

FACTORS COMMON TO ALL THE FUNDS

FOR MORE DETAILS ABOUT EACH FUND’S CURRENT INVESTMENTS AND MARKET OUTLOOK, PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

  

The Funds seek capital growth; the Utilities Fund also attempts to earn income for you. The Funds are actively managed. They invest primarily in equity securities that the sub-advisor believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities.

 

Each Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies doing business in the economic sector described by its name. At any given time, 20% of each Fund’s assets is not required to be invested in the sector. To determine whether a potential investment is truly doing business in a particular sector, a company must meet at least one of the following tests:

 

  n At least 50% of its gross income or its net sales must come from activities in the sector;
  n At least 50% of its assets must be devoted to producing revenues from the sector; or
  n Based on other available information, we determine that its primary business is within the sector.

 

Energy, Financial Services, Health Sciences, Leisure, Technology, and Utilities Funds may invest up to 25% of their respective assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depositary Receipts are not subject to this 25% limitation. Foreign securities risks are potentially greater for the Gold & Precious Metals Fund, since that Fund has the ability to invest more than 25% of its assets in the securities of non-U.S. issuers.

 

The sub-advisor uses a research oriented “bottom-up” investment approach to create each Fund’s investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Funds emphasize companies that the sub-advisor believes are strongly managed and will generate above-average long-term capital appreciation.

 

Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company’s growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. Value investing seeks securities, particularly stocks, that are currently undervalued by the market — companies that are performing well, or have solid management and products, but whose stock prices do not reflect that value. Through our value process, we seek to provide reasonably consistent returns over a variety of market cycles. Value-oriented funds typically will underperform growth-oriented funds when investor sentiment favors the growth investing style.

 

As sector funds, each portfolio is concentrated in a comparatively narrow segment of the economy. This means a Fund’s investment concentration in a sector is higher than most mutual funds and the broad securities markets. Consequently, the Funds tend to be more volatile than other mutual funds, and the value of their portfolio investments and consequently the value of an investment in a Fund tend to go up and down more rapidly.

 

2


The Funds are subject to other principal risks, as applicable, such as market, foreign securities, liquidity, derivatives, counterparty, lack of timely information, and portfolio turnover risks. These risks are described and discussed later in the Prospectus under the headings “Investment Risks” and “Principal Risks Associated With The Funds.” An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. As with any mutual fund, there is always a risk that you may lose money on your investment in a Fund.

 

The Funds are concentrated in these sectors:

 

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INVESCO Energy Fund — Investor Class, Class A, B, C, and K

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies within the energy sector. These companies include, but are not limited to, oil companies, oil and gas exploration companies, natural gas pipeline companies, refinery companies, energy conservation companies, coal, alternative energy companies, and innovative energy technology companies.

 

Generally, we prefer to keep the Fund’s investments divided among the four main energy subsectors: major oil companies, energy services, oil and gas exploration/production companies, and natural gas pipeline companies. We adjust portfolio weightings depending on current economic conditions. Although individual security selection drives the performance of the Fund, short-term fluctuations in commodity prices may influence Fund returns and increase price fluctuations in the Fund’s shares. The businesses in which we invest may be adversely affected by foreign government, federal, or state regulations on energy production, distribution, and sale.

 

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INVESCO Financial Services Fund — Investor Class, Class A, B, C, and K

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies involved in the financial services sector. These companies include, but are not limited to, banks (regional and money-centers), insurance companies (life, property and casualty, and multiline), investment and miscellaneous industries (asset managers, brokerage firms, and government-sponsored agencies), and suppliers to financial services companies.

 

We place a greater emphasis on companies that are increasing their revenue streams along with their earnings. We seek companies that we believe can grow their revenues and earnings in a variety of interest rate environments — although securities prices of financial services companies generally are interest rate sensitive. We seek companies with successful sales and marketing cultures and that leverage technologies in their operations and distribution. We adjust portfolio weightings depending on current economic conditions and relative valuations of securities.

 

This sector generally is subject to extensive governmental regulation, which may change frequently. In addition, the profitability of businesses in these industries depends heavily upon the availability and cost of money, and may fluctuate significantly in response to changes in interest rates, as well as changes in general economic conditions. From time to time, severe competition may also affect the profitability of these industries.

 

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INVESCO Gold & Precious Metals Fund — Investor Class, Class A, B, and C

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies 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. The securities of these companies are highly dependent on the price of precious metals at any given time.

 

Fluctuations in the price of gold directly — and often dramatically — affect the profitability and market value of companies in this sector. Changes in political or economic climate for the two largest gold producers — South Africa and the former Soviet Union — may have a direct impact on the price of gold worldwide. Up to 10% of the Fund’s assets at the time of purchase may be invested in gold bullion. The Fund’s investments directly in gold bullion will earn no income return; appreciation in the market price of gold is the sole manner in which the Fund can realize gains on bullion investments. The Fund may have higher storage and custody costs in connection with its ownership of bullion than those associated with the purchase, holding and sale of more traditional types of investments.

 

3


The Fund primarily focuses on those gold companies that have the ability to increase production capacity at low costs, while having the potential to make major gold discoveries around the world. Additionally, we try to identify companies that leverage increasing gold prices; that is, companies that do not hedge gold prices on the market. While the Fund may take positions in mid- to small-sized exploration companies that may be more volatile than investments in large, more established companies, it will primarily focus on major gold stocks that are leaders in their fields. Up to 100% of the Fund’s assets may be invested in foreign companies.

 

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INVESCO Health Sciences Fund — Investor Class, Class A, B, C, and K

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies that develop, produce, or distribute products or services related to health care. These companies include, but are not limited to, medical equipment or supplies, pharmaceuticals, biotechnology, and health care providers and services companies.

 

We focus on the leading players in fast-growing therapeutic areas or companies on the verge of exciting medical breakthroughs. Leading players in the health care industry include companies with strong, commercially successful products as well as promising product pipelines. This strategy may lead us to invest in both well-established health care firms and faster-growing, more dynamic entities. Well-established health care companies typically provide liquidity and earnings visibility for the portfolio and represent core holdings in the Fund. The Fund also may invest in high growth, earlier stage companies whose future profitability could be dependent upon increasing market shares from one or a few key products. Such companies often have limited operating histories and their potential profitability may be dependent on regulatory approval of their products, which increases the volatility of these companies’ securities prices and could have an adverse impact upon the companies’ future growth and profitability.

 

Changes in government regulation could also have an adverse impact upon the companies’ future growth and profitability. Continuing technological advances may mean rapid obsolescence of products and services.

 

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INVESCO Leisure Fund — Investor Class, Class A, B, C, and K

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies engaged in the design, production, and distribution of products related to the leisure activities. These industries include, but are not limited to, hotels/gaming, publishing, advertising, beverages, audio/video, broadcasting-radio/TV, cable & satellite operators, cable & satellite programmers, motion pictures & TV, recreation services/entertainment, retail, and toys.

 

We seek firms that can grow their businesses regardless of the economic environment. The sub-advisor attempts to keep the portfolio well diversified across the leisure sector, adjusting portfolio weightings depending on prevailing economic conditions and relative valuations of securities. This sector depends on consumer discretionary spending, which generally falls during economic downturns. Securities of gambling casinos often are subject to high price volatility and are considered speculative. Video and electronic games are subject to risks of rapid obsolescence.

 

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INVESCO Technology Fund — Investor Class, Class A, B, C, and K

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies engaged in technology-related industries. These include, but are not limited to, various applied technologies, hardware, software, semiconductors, telecommunications equipment and services, and service-related companies in information technology. Many of these products and services are subject to rapid obsolescence, which may lower the market value of the securities of the companies in this sector.

 

A core portion of the Fund’s portfolio is invested in market-leading technology companies among various subsectors in the technology universe that we believe will maintain or improve their market share regardless of overall economic conditions. These companies are leaders in their field and are believed to have a strategic advantage over many of their competitors. The remainder of the Fund’s portfolio consists of faster-growing, more volatile technology companies that the sub-advisor believes to be emerging leaders in their fields. The market prices of these companies tend to rise and fall more rapidly than those of larger, more established companies.

 

4


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INVESCO Utilities Fund — Investor Class, Class A, B, and C

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies engaged in utilities-related industries. These include, but are not limited to, companies that produce, generate, transmit, or distribute natural gas or electricity, as well as companies that provide telecommunications services, including local, long distance and wireless.

 

Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas, risks associated with power marketing and trading, and risks associated with nuclear power facilities may adversely affect the market value of the Fund’s holdings. The recent trend towards deregulation in the utility industries presents special risks. Some companies may be faced with increased competition and may become less profitable.

 

Normally, the sub-advisor seeks to keep the portfolio divided among the electric utilities, natural gas, and telecommunications industries. Weightings within the various industry segments are continually monitored, and we adjust the portfolio weightings depending on the prevailing economic conditions.

 

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Fund Performance

Performance information in the bar charts below is that of the Funds’ Investor Class shares, which have the longest operating history of the Funds’ classes. Information included in the table is that of Investor Class, Class A, B and C shares, and, if applicable, Class K shares. Investor Class and Class A, B, C, and K share returns would be similar because all classes of shares invest in the same portfolio of securities. The returns of the classes would differ, however, to the extent of differing levels of expenses or sales loads. In this regard, the returns reflected in the bar charts reflect only the applicable total expenses of the Investor Class shares. If the effect of the other classes’ total expenses were reflected, the returns would be lower than those shown because the other classes have higher total expenses.

 

The bar charts below show the Funds’ Investor Class shares actual yearly performance (commonly known as their “total return”) for the years ended December 31 over the past decade or since inception. The returns in the bar charts do not reflect a 12b-1 fee in excess of 0.25% or sales loads; if they did, the total returns shown would be lower. The table below shows the pre-tax and after-tax average annual total returns of Investor Class shares and pre-tax average annual total returns for Class A, B and C shares, and, if applicable, Class K shares for various periods ended December 31, 2003. The after-tax returns are shown only for the Investor Class shares. After-tax returns for other classes of shares offered in this Prospectus will vary.

 

After-tax returns are provided on a pre-redemption and post-redemption basis. Pre-redemption returns assume you continue to hold your shares and pay taxes on Fund distributions (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon selling or exchanging shares. Post-redemption returns assume payment of taxes on fund distributions and also that you close your account and pay remaining federal taxes. After-tax returns are calculated using the highest individual federal income tax rates in effect at the time the distribution is paid. State and local taxes are not considered. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. For investors holding their shares in tax-deferred arrangements such as 401(k) plans or individual retirement accounts, the after-tax returns shown are not relevant.

 

The information in the bar charts and table illustrates the variability of each Fund’s total return. The table shows each Fund’s performance compared to a broad-based securities market index, a style specific index and/or a peer group index. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below. Remember, past performance (before and after taxes) does not indicate how a Fund will perform in the future.

 

5


     ENERGY FUND — INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      9/97 28.24%

Worst Calendar Qtr.   9/98 (18.34%)

     FINANCIAL SERVICES FUND — INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      9/00  22.76%

Worst Calendar Qtr.   9/98 (18.20%)

GOLD & PRECIOUS METALS FUND —

INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      3/96  46.17%

Worst Calendar Qtr.   12/97 (37.51%)

HEALTH SCIENCES FUND — INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      9/95  19.54%

Worst Calendar Qtr.   3/01 (22.91%)

LEISURE FUND — INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      12/99  25.59%

Worst Calendar Qtr.   9/01 (24.06%)

TECHNOLOGY FUND — INVESTOR CLASS

ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      12/99  66.77%

Worst Calendar Qtr.   9/01 (41.44%)

 

6


UTILITIES FUND — INVESTOR CLASS ACTUAL ANNUAL TOTAL RETURN 1


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Best Calendar Qtr.      12/98 16.33%

Worst Calendar Qtr.   9/01 (23.67%)

1 Returns before taxes for Investor Class shares of Energy, Financial Services, Gold & Precious Metals, Health Sciences, Leisure, Technology, and Utilities Funds year-to-date as of the calendar quarter ended June 30, 2004 were 18.26%, 1.56%, (15.21)%, 2.98%, 1.66%, (0.69)% and 3.29%, respectively.

 

     AVERAGE ANNUAL TOTAL RETURN 1,2  
(for the periods
ended December 31, 2003)
   1 YEAR        5 YEARS       

10 YEARS

OR SINCE INCEPTION

 

ENERGY FUND

                        

Investor Class

                        

Return Before Taxes

   22.56 %      16.97 %      11.25 %

Return After Taxes on Distributions

   22.56        16.59        9.79  

Return After Taxes on Distributions and Sale of Fund Shares

   14.67        14.85        9.03  

Class A

                        

Return Before Taxes

   16.13        N/A        0.20 24  

Class B

                        

Return Before Taxes

   17.01        N/A        0.44 24  

Class C

                        

Return Before Taxes

   20.98        N/A        11.09 3

Class K

                        

Return Before Taxes

   22.56        N/A        3.88 4

S&P 500 Index 5,6

   28.67        (0.57 )      11.06  

Dow Jones U.S. Energy Index 7

   25.74        7.88        11.13  

Lipper Natural Resources Fund Index 8

   26.24        12.05        9.23  

FINANCIAL SERVICES FUND

                        

Investor Class

                        

Return After Taxes

   29.50        4.62        13.44  

Return After Taxes on Distributions

   29.13        3.62        11.39  

Return After Taxes on Distributions and Sale of Fund Shares

   19.13        3.54        10.80  

Class A

                        

Return Before Taxes

   22.43        N/A        (0.05 ) 24

Class B

                        

Return Before Taxes

   23.63        N/A        0.56 24  

Class C

                        

Return Before Taxes

   27.05        N/A        8.20 3

Class K

                        

Return Before Taxes

   29.38        N/A        2.11 4

S&P 500 Index 5,9

   28.67        (0.57 )      11.06  

S&P 500 Financials Index 10

   31.03        5.91        16.03  

Lipper Financial Services Fund Index 11

   31.99        5.58        13.96  

 

7


     AVERAGE ANNUAL TOTAL RETURN 1,2  
(for the periods
ended December 31, 2003)
   1 YEAR        5 YEARS       

10 YEARS

OR SINCE INCEPTION

 

GOLD & PRECIOUS METALS FUND

                        

Investor Class

                        

Return Before Taxes

   47.38 %      16.89 %      (1.49 %)

Return Before Taxes on Distributions

   45.54        16.37        (2.91 )

Return After Taxes on Distributions and Sale of Fund Shares

   30.77        14.56        (2.02 )

Class A

                        

Return Before Taxes

   38.74        N/A        32.93 24  

Class B

                        

Return Before Taxes

   42.49        N/A        35.69 24  

Class C

                        

Return Before Taxes

   45.77        N/A        26.22 3

S&P 500 Index 5,12

   28.67        (0.57 )      11.06  

Philadelphia Gold & Silver Index 13

   41.79        10.87        (1.90 )

Lipper Gold Fund Index 14

   54.36        21.02        1.85  

HEALTH SCIENCES FUND

                        

Investor Class

                        

Return Before Taxes

   27.44        0.57        12.06  

Return Before Taxes on Distributions

   27.44        (0.80 )      9.71  

Return After Taxes on Distributions and Sale of Fund Shares

   17.84        (0.08 )      9.54  

Class A

                        

Return Before Taxes

   20.51        N/A        (2.31 ) 24

Class B

                        

Return Before Taxes

   21.73        N/A        (2.01 ) 24

Class C

                        

Return Before Taxes

   24.77        N/A        (3.61 ) 3

Class K

                        

Return Before Taxes

   26.49        N/A        (5.37 ) 4

S&P 500 Index 5,15

   28.67        (0.57 )      11.06  

Goldman Sachs Health Care Index 16

   23.22        3.23        N/A  

Lipper Health/Biotech Fund Index 17

   30.53        6.46        13.61  

LEISURE FUND

                        

Investor Class

                        

Return Before Taxes

   30.31        11.83        13.16  

Return After Taxes on Distributions

   30.31        10.41        11.23  

Return After Taxes on Distributions and Sale of Fund Shares

   19.70        9.64        10.58  

Class A

                        

Return Before Taxes

   23.21        N/A        0.47 24  

Class B

                        

Return Before Taxes

   24.43        N/A        0.74 24  

Class C

                        

Return Before Taxes

   28.14        N/A        1.73 3

Class K

                        

Return Before Taxes

   29.50        N/A        6.63 18

S&P 500 Index 5

   28.67        (0.57 )      11.06  

 

8


     AVERAGE ANNUAL TOTAL RETURN 1,2  
(for the periods
ended December 31, 2003)
   1 YEAR        5 YEARS       

10 YEARS

OR SINCE INCEPTION

 

TECHNOLOGY FUND

                        

Investor Class

                        

Return Before Taxes

   43.16 %      (4.87 %)      7.50 %

Return After Taxes on Distributions

   43.16        (5.37 )      5.18  

Return After Taxes on Distributions and Sale of Fund Shares

   28.06        (3.98 )      5.38  

Class A

                        

Return Before Taxes

   36.06        N/A        (13.69) 24  

Class B

                        

Return Before Taxes

   37.59        N/A        (13.69) 24  

Class C

                        

Return Before Taxes

   41.63        N/A        (29.33) 3  

Class K

                        

Return Before Taxes

   42.56        N/A        (25.35 ) 4

S&P 500 Index 5,19

   28.67        (0.57 )      11.06  

Goldman Sachs Technology Composite Index 20

   53.64        N/A        N/A  

Lipper Science & Technology Fund Index 21

   51.31        (2.89 )      9.26  

UTILITIES FUND

                        

Investor Class

                        

Return Before Taxes

   17.64        (5.50 )      4.01  

Return After Taxes on Distributions

   16.55        (6.57 )      2.45  

Return After Taxes on Distributions and Sale of Fund Shares

   11.39        (4.90 )      2.68  

Class A

                        

Return Before Taxes

   10.98        N/A        (4.61) 24  

Class B

                        

Return Before Taxes

   11.64        N/A        (4.37) 24  

Class C

                        

Return Before Taxes

   15.36        N/A        (14.43) 3  

S&P 500 5,22

   28.67        (0.57 )      11.06  

Lipper Utility Fund Index 23

   21.57        (1.67 )      5.60  

 

1 Total return figures include reinvested dividends and capital gain distributions and the effect of each class’ expenses.
2 The total returns are for those classes of shares with a full calendar year of performance. The effect of each classes’ total expenses, including 12b-1 fees, front-end sales charge for Class A, and CDSC for Class B are reflected.
3 Since inception of Class C shares on February 14, 2000.
4 Since inception of Class K shares on November 30, 2000.
5 The Standard & Poor’s 500 Index measures the performance of the 500 most widely held common stocks and is considered one of the best indicators of U.S. stock market performance.
6 The fund has also included the Dow Jones U.S. Energy Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Natural Resources Fund Index (which may or may not include the fund) is included for comparison to a peer group.
7 The Dow Jones U.S. Energy Index measures the performance of energy companies within the United States. The index maintains an approximate weightings of 95% is U.S. coal, oil and drilling and pipeline companies.
8 The Lipper Natural Resources Fund Index is an equally weighted representation of the 10 largest funds within the Lipper Natural Resources category. These funds invest at least 65% of their equity commitment in natural resource stocks.
9 The fund has also included the S&P 500 Financials Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Financial Services Fund Index (which may or may not include the fund) is included for comparison to a peer group.

 

9


10 The S&P 500 Financials Index is a market capitalization weighted index of companies involved in activities such as banking, consumer finance, investment banking and brokerage, asset management, insurance and investment, and real estate, including REITs.
11 The Lipper Financial Services Fund Index is an equally weighted representation of the 10 largest funds within the Lipper Financial Services category. These funds invest at least 65% of their portfolios in equity securities of companies engaged in providing financial services.
12 The fund has also included the Philadelphia Gold & Silver Index, which the fund believes more closely reflects the performance of the securities in which the find invests. In addition, the Lipper Gold Fund Index (which may or may not include the fund) is included for comparison to a peer group.
13 The Philadelphia Gold & Silver Index is a capitalization weighted index on the Philadelphia Stock Exchange that includes the leading companies involved in the mining of gold and silver. Index return is price only and does not reflect the reinvestment of dividends.
14 The Lipper Gold Fund Index is an equally weighted representation of the 10 largest funds in the Lipper Gold Category. These funds invest primarily in shares of gold mines, gold-oriented mining finance houses, gold coins or Bullion.
15 The fund has also included the Goldman Sachs Health Care Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Health/Biotech Fund Index (which may or may not include the fund) is included for comparison to a peer group.
16 The Goldman Sachs Healthcare Index is a modified capitalization-weighted index designed as a benchmark for U.S. traded securities in the healthcare sector. The index includes companies in the following categories: providers of healthcare related services, researchers, manufacturers, and distributors of pharmaceuticals, drugs and related sciences, and medical supplies, instruments and products.
17 The Lipper Health/Biotech Index is an equally weighted representation of the 30 largest funds within the Lipper Health/Biotech category. These funds invest at least 65% of their portfolios in equity securities of companies engaged in healthcare, medicine, and biotechnology.
18 Since inception of Class K shares on December 14, 2001.
19 The fund has also included the Goldman Sachs Technology Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Science & Technology Fund Index (which may or may not include the fund) is included for comparison to a peer group.
20 The Goldman Sachs Technology Composite Index is a modified capitalization weighted index currently composed of 178 companies involved in the technology industry. The index is rebalanced semiannually and becomes effective after the close of business on expiration Friday, or the third Friday of January and July.
21 The Lipper Science & Technology Fund Index is an equally weighted representation of the 30 largest funds that make up the Lipper Science & Technology category. These funds invest more than 65% of their portfolios in science and technology stocks.
22 The fund has also included the Lipper Utility Fund Index (which may or may not include the fund) for comparison to a peer group.
23 The Lipper Utility Fund Index is an equally weighted representation of the 10 largest funds in the Lipper Utility category. These funds invest at least 65% of their equity portfolios in utility shares.
24 Since inception of Class A or Class B shares on March 28, 2002.

 

Fees And Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold Investor Class, Class A, Class B, Class C, or, if applicable, Class K shares of the Funds. If you invest in the Funds through a financial intermediary, you may be charged a commission or transaction fee by the financial intermediary for purchases and sales of Fund shares.

 

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

      

Investor

Class

     Class A    Class B    Class C    Class K

Maximum Front-End Sales Charge on purchases as a percentage of offering price

     None      5.50%    None    None    None

Maximum Contingent Deferred Sales Charge (CDSC) as a percentage of the total original cost or current market value of the shares

     None      None 1    5.00% 2    1.00% 2    None

Maximum Sales Charge on reinvested dividends/distributions

     None      None    None    None    None
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS 3,4     
ENERGY FUND     

Investor

Class

     Class A    Class B    Class C    Class K

Management Fees

     0.75%      0.75%    0.75%    0.75%    0.75%

Distribution and Service (12b-1) Fees 5

     0.25%      0.35%    1.00%    1.00%    0.45%

Other Expenses

     0.57%      0.57%    0.57%    0.57%    0.57%
      
    
  
  
  

Total Annual Fund Operating Expenses 6,7

     1.57%      1.67%    2.32%    2.32%    1.77%
      
    
  
  
  

 

10


FINANCIAL SERVICES FUND     

Investor

Class

   Class A    Class B    Class C    Class K

Management Fees

     0.66%    0.66%    0.66%    0.66%    0.66%

Distribution and Service (12b-1) Fees 5

     0.25%    0.35%    1.00%    1.00%    0.45%

Other Expenses

     0.42%    0.42%    0.42%    0.42%    0.42%
      
  
  
  
  

Total Annual Fund Operating Expenses 6,7

     1.33%    1.43%    2.08%    2.08%    1.53%
      
  
  
  
  
GOLD & PRECIOUS METALS FUND     

Investor

Class

   Class A    Class B    Class C     

Management Fees

     0.75%    0.75%    0.75%    0.75%     

Distribution and Service (12b-1) Fees 5

     0.25%    0.35%    1.00%    1.00%     

Other Expenses

     0.65%    0.65%    0.65%    0.65%     
      
  
  
  
    

Total Annual Fund Operating Expenses 6,7

     1.65%    1.75%    2.40%    2.40%     
      
  
  
  
    
HEALTH SCIENCES FUND      Investor
Class
   Class A    Class B    Class C    Class K

Management Fees

     0.65%    0.65%    0.65%    0.65%    0.65%

Distribution and Service (12b-1) Fees 5

     0.25%    0.35%    1.00%    1.00%    0.45%

Other Expenses

     0.42%    0.42%    0.42%    0.42%    0.42%
      
  
  
  
  

Total Annual Fund Operating Expenses 6,7

     1.32%    1.42%    2.07%    2.07%    1.52%
      
  
  
  
  
LEISURE FUND      Investor
Class
   Class A    Class B    Class C    Class K

Management Fees

     0.68%    0.68%    0.68%    0.68%    0.68%

Distribution and Service (12b-1) Fees 5

     0.25%    0.35%    1.00%    1.00%    0.45%

Other Expenses

     0.45%    0.45%    0.45%    0.45%    0.45%
      
  
  
  
  

Total Annual Fund Operating Expenses 6,7

     1.38%    1.48%    2.13%    2.13%    1.58%
      
  
  
  
  
TECHNOLOGY FUND      Investor
Class
   Class A    Class B    Class C    Class K

Management Fees

     0.62%    0.62%    0.62%    0.62%    0.62%

Distribution and Service (12b-1) Fees 5

     0.25%    0.35%    1.00%    1.00%    0.45%

Other Expenses

     1.02%    1.02%    1.02%    1.02%    1.02%
      
  
  
  
  

Total Annual Fund Operating Expenses 6,7,8

     1.89%    1.99%    2.64%    2.64%    2.09%
      
  
  
  
  
UTILITIES FUND      Investor
Class
   Class A    Class B    Class C     

Management Fees

     0.75%    0.75%    0.75%    0.75%     

Distribution and Service (12b-1) Fees 5

     0.25%    0.25%    1.00%    1.00%     

Other Expenses

     0.94%    0.94%    0.94%    0.94%     
      
  
  
  
    

Total Annual Fund Operating Expenses 6,7

     1.94%    1.94%    2.69%    2.69%     
      
  
  
  
    
  1 If you buy $1,000,000 or more of Class A shares and redeem those shares within eighteen months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption. If you are a qualified plan and elected to receive a dealer concession, you may pay a CDSC of 0.70% on your Class K shares if the plan is redeemed within twelve months from the date of the retirement plans’ initial purchase.
  2 A 5% and 1% CDSC may be charged on Class B and Class C shares, respectively. Please see the section entitled “How To Buy Shares.”
  3 There is no guarantee that actual expenses will be the same as those shown in the table.
  4 Effective April 1,2004, the Board of Trustees approved a revised expense allocation methodology for the Fund. Effective July 1, 2004, the Board of Trustees approved an amendment to the administrative services and transfer agency agreements. Other expenses have been restated to reflect these changes.
  5 Because each class pays a 12b-1 distribution and service fee which is based upon each class’s assets, if you own shares of a Fund for a certain period of time, you may pay more than the economic equivalent of the maximum front-end sales charge permitted for mutual funds by the National Association of Securities Dealers, Inc.

 

11


  6 The advisor has contractually agreed to waive advisory fees or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.90%, 2.00%, 2.65%, 2.65% and 2.10% on Investor Class, Class A, Class B, Class C and Class K shares, respectively. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the caps stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund’s day-to-day operations), as defined in the Financial Accounting Standard’s Board’s Generally Accepted Accounting Principles or as approved by the Fund’s Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement; and (vii) Rule 12b-1 fees. Currently, the only expense offset arrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. This expense limitation agreement is in effect through March 31, 2005.
  7 The advisor has voluntarily agreed to waive advisory fees or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed above) as follows: (i) INVESCO Energy Fund’s Class A, Class B, Class C and Class K shares to 1.65%, 2.30%, 2.30% and 1.75%, respectively; (ii) INVESCO Financial Services Fund’s Class A, Class B, Class C and Class K shares to 1.40%, 2.05%, 2.75% and 1.50%, respectively; (iii) INVESCO Gold & Precious Metals Fund’s Class A, Class B and Class C shares to 2.10%, 2.75% and 2.75%, respectively; (iv) INVESCO Health Sciences Fund’s Class A, Class B, Class C and Class K shares to 1.40%, 2.05%, 2.75% and 2.20%, respectively; (v) INVESCO Leisure Fund’s Class A, Class B, Class C and Class K shares to 1.50%, 2.15%, 2.75% and 2.20%, respectively; (vi) INVESCO Technology Fund’s Class A, Class B and Class C shares to 1.50%, 2.15% and 2.15%, respectively; and (vii) INVESCO Utilities Fund’s Investor Class, Class A, Class B and Class C shares to 1.30%, 1.40%, 2.05% and 2.05%, respectively. These expense limitation agreements may be modified or discontinued upon consultation with the Board of Trustees without further notice to investors.
  8 The advisor has agreed to waive advisory fees or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed above) to 1.77% and 1.95% on Investor Class and Class K shares, respectively. This expense limitation agreement is in effect through November 23, 2004.

 

EXPENSE EXAMPLE

The Example is intended to help you compare the cost of investing in the Investor Class, Class A, Class B, Class C, and, if applicable, Class K shares of the Funds to the cost of investing in other mutual funds.

 

The Example assumes that you invested $10,000 in Investor Class, Class A, Class B, Class C, or Class K shares of a Fund for the time periods indicated. Within each Example, there is an assumption that you redeem all of your shares at the end of those periods. The Example also assumes that your investment had a hypothetical 5% return each year, and that a Fund’s Investor Class, Class A, Class B, Class C, and Class K shares’ operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. Although the actual costs and performance of a Fund’s Investor Class, Class A, Class B, Class C, and Class K shares may be higher or lower, based on these assumptions your costs would be:

 

       1 year      3 years      5 years      10 years

Energy Fund

                           

Investor Class

     $160      $496      $855      $1,867

Class A 1

     $710      $1,048      $1,407      $2,418

Class B - With Redemption 1

     $735      $1,024      $1,440      $2,494 2

Class B - Without Redemption

     $235      $724      $1,240      $2,494 2

Class C - With Redemption 1

     $335      $724      $1,240      $2,656

Class C - Without Redemption

     $235      $724      $1,240      $2,656

Class K

     $180      $557      $959      $2,084

Financial Services Fund

                           

Investor Class

     $135      $421      $729      $1,601

Class A 1

     $688      $978      $1,289      $2,169

Class B - With Redemption 1

     $711      $952      $1,319      $2,244 2

Class B - Without Redemption

     $211      $652      $1,119      $2,244 2

Class C - With Redemption 1

     $311      $652      $1,119      $2,410

Class C - Without Redemption

     $211      $652      $1,119      $2,410

Class K

     $156      $483      $834      $1,824

Gold & Precious Metals Fund

                           

Investor Class

     $168      $520      $897      $1,955

Class A 1

     $718      $1,071      $1,447      $2,499

Class B - With Redemption 1

     $743      $1,048      $1,480      $2,575 2

Class B - Without Redemption

     $243      $748      $1,280      $2,575 2

Class C - With Redemption 1

     $343      $748      $1,280      $2,736

Class C - Without Redemption

     $243      $748      $1,280      $2,736

 

12


       1 year      3 years      5 years      10 years

Health Sciences Fund

                           

Investor Class

     $134      $418      $723      $1,590

Class A 1

     $687      $975      $1,284      $2,158

Class B - With Redemption 1

     $710      $949      $1,314      $2,234 2

Class B - Without Redemption

     $210      $649      $1,114      $2,234 2

Class C - With Redemption 1

     $310      $649      $1,114      $2,400

Class C - Without Redemption

     $210      $649      $1,114      $2,400

Class K

     $155      $480      $829      $1,813

Leisure Fund

                           

Investor Class

     $141      $437      $755      $1,657

Class A 1

     $692      $992      $1,314      $2,221

Class B - With Redemption 1

     $716      $967      $1,344      $2,297 2

Class B - Without Redemption

     $216      $667      $1,144      $2,297 2

Class C - With Redemption 1

     $316      $667      $1,144      $2,462

Class C - Without Redemption

     $216      $667      $1,144      $2,462

Class K

     $161      $499      $860      $1,878

Technology Fund

                           

Investor Class

     $192      $594      $1,021      $2,212

Class A 1

     $741      $1,140      $1,564      $2,739

Class B - With Redemption 1

     $767      $1,120      $1,600      $2,816 2

Class B - Without Redemption

     $267      $820      $1,400      $2,816 2

Class C - With Redemption 1

     $367      $820      $1,400      $2,973

Class C - Without Redemption

     $267      $820      $1,400      $2,973

Class K

     $212      $655      $1,124      $2,421

Utilities Fund

                           

Investor Class

     $197      $609      $1,047      $2,264

Class A 1

     $736      $1,126      $1,539      $2,690

Class B - With Redemption 1

     $772      $1,135      $1,625      $2,841 2

Class B - Without Redemption

     $272      $835      $1,425      $2,841 2

Class C - With Redemption 1

     $372      $835      $1,425      $3,022

Class C - Without Redemption

     $272      $835      $1,425      $3,022

 

  1 Based on initial sales charge for Class A shares at the beginning of each period shown and CDSC charges for Class B and C shares based on redemption at the end of each period shown. Please see “How To Buy Shares.”
  2 Assumes conversion of Class B to Class A at the end of the eighth year. Please see “How To Buy Shares.”

 

13


LOGO

 

Investment Risks

BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO
ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.
  

You should determine the level of risk with which you are comfortable before you invest. The principal risks of investing in any mutual fund, including these Funds, are:

 

Not Insured. Mutual funds are not insured by the FDIC or any other government agency, unlike bank deposits such as CDs or savings accounts.

 

No Guarantee. No mutual fund can guarantee that it will meet its investment objectives.

 

Possible Loss Of Investment. A mutual fund cannot guarantee its performance, nor assure you that the market value of your investment will increase. You may lose the money you invest, and the Funds will not reimburse you for any of these losses.

 

Volatility. The price of your mutual fund shares will increase or decrease with changes in the value of a Fund’s underlying investments and changes in the equity markets as a whole.

 

Not A Complete Investment Plan. An investment in any mutual fund does not constitute a complete investment plan. The Funds are designed to be only a part of your personal investment plan.

 

LOGO

 

Principal Risks Associated With The Funds

You should consider the special risk factors discussed below associated with the Funds’ policies in determining the appropriateness of investing in a Fund. See the Statement of Additional Information for a discussion of additional risk factors.

 

MARKET RISK

Equity stock prices vary and may fall, thus reducing the value of a Fund’s investments. Certain stocks selected for any Fund’s portfolio may decline in value more than the overall stock market. In general, the securities of small companies are more volatile than those of mid-size companies or large companies.

 

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including currency, political, regulatory, and diplomatic risks.

 

Currency Risk. A change in the exchange rate between U.S. dollars and a foreign currency may reduce the value of a Fund’s investment in a security valued in the foreign currency, or based on that currency value.

 

Political Risk. Political actions, events, or instability may result in unfavorable changes in the value of a security.

 

Regulatory Risk. Government regulations may affect the value of a security. In foreign countries, securities markets that are less regulated than those in the U.S. may permit trading practices that are not allowed in the U.S.

 

Diplomatic Risk. A change in diplomatic relations between the U.S. and a foreign country could affect the value or liquidity of investments.

 

LIQUIDITY RISK

A Fund’s portfolio is liquid if the Fund is able to sell the securities it owns at a fair price within a reasonable time. Liquidity is generally related to the market trading volume for a particular security. Investments in smaller companies or in foreign companies or companies in emerging markets are subject to a variety of risks, including potential lack of liquidity.

 

DERIVATIVES RISK

A derivative is a financial instrument whose value is “derived,” in some manner, from the price of another security, index, asset, or rate. Derivatives include options and futures contracts, among a wide range of other instruments. The principal risk of investments in derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Some derivatives are more sensitive to interest rate changes and market price fluctuations than others. Also, derivatives are subject to counterparty risk, described below.

 

Options and futures are common types of derivatives that a Fund may occasionally use to hedge its investments. An option is the right to buy and sell a security or other instrument, index, or commodity at a specific price on or before a specific date. A future is an agreement to buy or sell a security or other instrument, index, or commodity at a specific price on a specific date. The use of options and futures may increase the performance of the Fund, but also may increase market risk. Other types of derivatives include futures, swaps, caps, floors, and collars.

 

14


COUNTERPARTY RISK

This is a risk associated primarily with repurchase agreements and some derivatives transactions. It is the risk that the other party in the transaction will not fulfill its contractual obligation to complete the transaction with a Fund.

 

LACK OF TIMELY INFORMATION RISK

Timely information about a security or its issuer may be unavailable, incomplete, or inaccurate. This risk is more common to securities issued by foreign companies and companies in emerging markets than it is to the securities of U.S.-based companies.

 

PORTFOLIO TURNOVER RISK

A Fund’s investments may be bought and sold relatively frequently. A high turnover rate may affect a Fund’s performance because it results in higher brokerage commissions and may result in taxable gain distributions to a Fund’s shareholders.

 


 

Although each Fund generally invests in equity securities of companies in the economic sector described by its name, the Funds also may invest in other types of securities and other financial instruments, indicated in the chart below. Although these investments typically are not part of any Fund’s principal investment strategy, they may constitute a significant portion of a Fund’s portfolio, thereby possibly exposing a Fund and its investors to the following additional risks.

 

INVESTMENT   RISKS   APPLIES TO THESE FUNDS

American Depositary Receipts (ADRs)

       
These are securities issued by U.S. banks that represent shares of foreign corporations held by those banks. Although traded in U.S. securities markets and valued in U.S. dollars, ADRs carry most of the risks of investing directly in foreign securities.  

Market, Information, Political, Regulatory, Diplomatic,

Liquidity, and Currency Risks

  All Funds

Futures

       
A futures contract is an agreement to buy or sell a specific amount of a financial instrument (such as an index option) at a stated price on a stated date. A Fund may use futures contracts to provide liquidity and to hedge portfolio value.   Market, Liquidity, and Derivatives Risks   Technology

Options

       
The obligation or right to deliver or receive a security or other instrument, index, or commodity, or cash payment depending on the price of the underlying security or the performance of an index or other benchmark. Includes options on specific securities and stock indices, and options on stock index futures. May be used in a Fund’s portfolio to provide liquidity and hedge portfolio value.   Information, Liquidity, and Derivatives Risks   Technology

Other Financial Instruments

       
These may include forward contracts, swaps, caps, floors, and collars. They may be used to try to manage a Fund’s foreign currency exposure and other investment risks, which can cause its net asset value to rise or fall. A Fund may use these financial instruments, commonly known as “derivatives,” to increase or decrease its exposure to changing securities prices, interest rates, currency exchange rates, or other factors.   Counterparty, Currency, Liquidity, Market, and Regulatory Risks   Technology

Repurchase Agreements

       
A contract under which the seller of a security agrees to buy it back at an agreed-upon price and time in the future.   Counterparty Risk   All Funds

 

15


LOGO

 

Temporary Defensive Positions

When securities markets or economic conditions are unfavorable or unsettled, we might try to protect the assets of a Fund by investing in securities that are highly liquid, such as high-quality money market instruments like short-term U.S. government obligations, commercial paper, or repurchase agreements, even though that is not the normal investment strategy of any Fund. We have the right to invest up to 100% of a Fund’s assets in these securities, although we are unlikely to do so. Even though the securities purchased for defensive purposes often are considered the equivalent of cash, they also have their own risks. Investments that are highly liquid or comparatively safe tend to offer lower returns. Therefore, a Fund’s performance could be comparatively lower if it concentrates in defensive holdings.

 

LOGO

 

Portfolio Turnover

We actively manage and trade the Funds’ portfolio securities. Therefore, some of the Funds may have a higher portfolio turnover rate compared to many other mutual funds. The Funds with higher-than-average portfolio turnover rates for the fiscal year ended March 31, 2004, were:

 

Energy

  

123%

Health Sciences

  

124%

Technology

  

141%

Utilities

  

101% 1

  1 The increase in the Fund’s portfolio turnover rate was greater than expected during the year due to active trading undertaken in response to market conditions and the merger of the AIM Global Utilities Fund into the Fund in November, 2003.

 

A portfolio turnover rate of 200%, for example, is equivalent to a Fund buying and selling all of the securities in its portfolio two times in the course of a year. A comparatively high turnover rate may affect a Fund’s performance because it results in higher brokerage commissions and may result in taxable capital gain distributions to a Fund’s shareholders.

 

Fund Management

 

AIM, INVESCO INSTITUTIONAL AND ADI ARE SUBSIDIARIES OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT COMPANY THAT MANAGES MORE THAN $381.4 BILLION IN ASSETS WORLDWIDE AS OF MARCH 31, 2004. AMVESCAP IS BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA, AND THE FAR EAST.   

INVESTMENT ADVISOR

AIM is the investment advisor for the Fund. INVESCO Institutional is the sub-advisor. INVESCO Institutional is an affiliate of AIM. AIM is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. AIM has acted as an investment advisor since its organization in 1976. Today, AIM, together with its subsidiaries, advises or manages over 200 investment portfolios, encompassing a broad range of investment objectives. INVESCO Institutional is located at 4350 South Monaco Street, Denver, Colorado 80257. As sub-advisor, INVESCO Institutional is responsible for the day-to-day management of the Fund including the investment decisions and the execution of securities transactions with respect to the Fund.

 

ADI is the Funds’ distributor and is responsible for the sale of the Funds’ shares.

 

AIM, INVESCO Institutional and ADI are subsidiaries of AMVESCAP PLC.

 

Prior to November 25, 2003, INVESCO Funds Group, Inc. (“INVESCO”) served as the investment advisor for the Funds. The following table shows the fees the Funds paid to AIM or INVESCO for its advisory services in the fiscal year ended March 31, 2004.

 

FUND   

ADVISORY FEE AS A PERCENTAGE OF

AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT

Energy

   0.75%

Financial Services

   0.66%

Gold & Precious Metals

   0.75%

Health Sciences

   0.65%

Leisure

   0.68%

Technology

   0.62%

Utilities

   0.75%

 

16


Portfolio Managers

 

The following individuals are primarily responsible for the day-to-day management of their respective Fund’s or Funds’ portfolio holdings:

 

Fund

  

Portfolio Manager

Energy

  

John S. Segner

Financial Services

  

Joseph W. Skornicka

Gold & Precious Metals

  

John S. Segner

Health Sciences

  

Thomas R. Wald

Leisure

  

Mark D. Greenberg

Technology

  

William R. Keithler

    

Michelle Fenton

Utilities

  

John S. Segner

 

Michelle Fenton , Vice President and Portfolio Manager of INVESCO Institutional, is a Portfolio Manager of Technology Fund and has been responsible for Technology Fund since 2003. She is a CFA charterholder. Michelle has been affiliated with INVESCO Institutional and/or its affiliates since 1998.

 

Mark D. Greenberg , Senior Vice President and Portfolio Manager of INVESCO Institutional, is Portfolio Manager of Leisure Fund and has been responsible for Leisure Fund since 1996. He is a CFA charterholder. Mark has been affiliated with INVESCO Institutional and/or its affiliates since 1996.

 

William R. Keithler , Director of Sector Management, Senior Vice President and Portfolio Manager of INVESCO Institutional, is the lead Portfolio Manager of Technology Fund and has been responsible for Technology Fund since 1999. He heads the Technology Team at INVESCO Institutional. He is a CFA charterholder. Bill has been affiliated with INVESCO Institutional and/or its affiliates since 1998.

 

John S. Segner , Senior Vice President and Portfolio Manager of INVESCO Institutional, is Portfolio Manager of Energy, Gold & Precious Metals and Utilities Funds and has been responsible for the Funds since 1997, 1999 and 2003, respectively. John has been affiliated with INVESCO Institutional and/or its affiliates since 1997.

 

Joseph W. Skornicka , Vice President and Portfolio Manager of INVESCO Institutional, is Portfolio Manager of Financial Services Fund and has been responsible for Financial Services Fund since 2001. Prior to 2001, Joe was a senior equity analyst and fund manager with Munder Capital Management and an assistant vice president for Comerica Incorporated. He is a CFA charterholder. Joe has been affiliated with INVESCO Institutional and/or its affiliates since 2001.

 

Thomas R. Wald , Vice President and Portfolio Manager of INVESCO Institutional, is Portfolio Manager of Health Sciences Fund and has been responsible for Health Sciences Fund since 2000. He is a CFA charterholder. Tom has been affiliated with INVESCO Institutional and/or its affiliates since 1997.

 

More information on the Funds’ management teams may be found on our website (http://www.aiminvestments.com/teams). The website is not a part of this prospectus.

 

17


Potential Rewards

 

NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU ATTEMPT TO USE THE FUNDS FOR SHORT-TERM TRADING PURPOSES.   

The Funds offer shareholders the potential to increase the value of their capital over time; the Utilities Fund also offers the opportunity for current income. Like most mutual funds, each Fund seeks to provide higher returns than the market or its competitors, but cannot guarantee that performance. While each Fund invests in a single targeted market sector, each seeks to minimize risk by investing in many different companies.

 

SUITABILITY FOR INVESTORS

Only you can determine if an investment in a Fund is right for you based upon your own economic situation, the risk level with which you are comfortable and other factors. In general, the Funds are most suitable for investors who:

  n are willing to grow their capital over the long-term (at least five years)
  n can accept the additional risks and volatility associated with sector investing
  n understand that shares of a Fund can, and likely will, have daily price fluctuations
  n are investing through tax-deferred retirement accounts, such as traditional and Roth Individual Retirement Accounts (“IRAs”), as well as employer-sponsored qualified retirement plans, including 401(k)s and 403(b)s, all of which have longer investment horizons.

 

You probably do not want to invest in the Funds if you are:

  n primarily seeking current dividend income (although the Utilities Fund does seek to provide income in addition to capital growth)
  n unwilling to accept potentially significant changes in the price of Fund shares
  n speculating on short-term fluctuations in the stock markets.

 

Share Price

 

CURRENT MARKET VALUE OF FUND ASSETS + ACCRUED INTEREST AND DIVIDENDS

– FUND DEBTS.

INCLUDING ACCRUED EXPENSES

÷ NUMBER OF SHARES

= YOUR SHARE PRICE (NAV)

  

Determination of Net Asset Value

 

The price of the Funds’ shares is the Funds’ net asset value per share. Each Fund values portfolio securities for which market quotations are readily available at market value. Each Fund’s short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

 

The Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing ex-

change rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the New York Stock Exchange (“NYSE”), events occur that may materially affect the value of the security, the Funds may value the security at its fair value as determined in good faith by or under the supervision of the Funds’ Board of Trustees. The effect of using fair value pricing is that a Fund’s net asset value will include some security prices that are not exclusively determined by the market. Because some of the Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the value of those Funds’ assets may change on days when you will not be able to purchase or redeem Fund shares.

 

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or any earlier NYSE closing time that day.

 

Timing of Orders

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The Fund prices purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. The Fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

 

18


 

Tools Used to Combat Excessive Short-Term Trading Activity

 

While the Funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors. Excessive short-term trading activity in the Funds’ shares (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain Funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time. AIM and its affiliates (collectively, the “AIM Affiliates”) currently use the following tools designed to discourage excessive short-term trading in the retail funds within The AIM Family of Funds ® and the INVESCO family of funds (together, the “AIM and INVESCO Funds”):

  n trade activity monitoring;
  n trading guidelines;
  n redemption fee on trades in certain AIM and INVESCO Funds; and
  n selective use of fair value pricing.

 

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the AIM and INVESCO Funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with shareholder interests.

 

TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they may, in their discretion, ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholder’s accounts other than exchanges into a money market fund. In making such judgments, the AIM Affiliates seek to act in a manner that they believe is consistent with the best interests of shareholders.

 

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

 

TRADING GUIDELINES

If a shareholder exceeds four exchanges out of an AIM or INVESCO Fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund and INVESCO U.S. Government Money Fund) per calendar year, or an AIM or INVESCO Fund or ADI determines, in its sole discretion, that a shareholder’s short-term trading activity is excessive (regardless of whether or not such shareholder exceeds such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each AIM or INVESCO Fund and ADI reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if it believes that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the movement out of (redemption) one AIM or INVESCO Fund and into (purchase) another AIM or INVESCO Fund.

 

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

 

REDEMPTION FEE

Certain shareholders may be charged a 2.00% redemption fee if the shareholders redeem, including redeeming by exchange, Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares of certain funds within 30 days of purchase. The AIM Affiliates expect to charge the redemption fee on other classes of shares when the AIM or INVESCO Funds’ transfer agent system has the capability of processing the fee across these other classes. Please see the section entitled “How to Sell Shares—Redemption Fee” for more information.

 

The ability of an AIM or INVESCO Fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder account and may be further limited by systems limitations applicable to these types of accounts. Additionally, the AIM Affiliates maintain certain retirement plan accounts on a record keeping system that is currently incapable of processing the redemption fee. The provider of this system is working to enhance the system to facilitate the processing of this fee. These are two reasons why this tool cannot eliminate the possibility of excessive short-term trading activity.

 

19


FAIR VALUE PRICING

The trading hours for most foreign securities end prior to the close of the NYSE, the time the AIM or INVESCO Fund’s net asset value is calculated. The occurrence of certain events after the close of foreign markets, but prior to the close of the U.S. market (such as a significant change in the U.S. market) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the AIM or INVESCO Fund may value foreign securities at fair value, taking into account such events, when it calculates its net asset value. Fair value determinations are made in good faith in accordance with procedures adopted by the Board of Trustees of the AIM or INVESCO Fund. The overall pricing methodology and pricing services can change from time to time as approved by the Board of Trustees. Please see the section entitled “Share Price” for more information.

 

Fair value pricing results in an estimated price and may reduce the possibility that short-term traders could take advantage of potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of excessive short-term trading.

 

How To Buy Shares

 

TO BUY SHARES AT THAT DAY’S CLOSING PRICE, YOU MUST

CONTACT US BEFORE THE

CLOSE OF THE NYSE, NORMALLY 4:00 P.M. EASTERN TIME.

  

The Funds offer multiple classes of shares. The chart in this section shows several convenient ways to invest in the shares of the Funds if you invest directly through AIM Investment Services, Inc. (“AIS”), the Funds’ transfer agent. If you invest in a Fund through a financial intermediary, please consult the financial intermediary, or with respect to Class K shares, the plan or program sponsor, for more information on how to purchase shares of a Fund. You may be charged a commission or transaction fee by the financial intermediary or plan or program sponsor for purchases of Fund shares.

 

With the exception of Class A shares, there is no charge to invest directly through AIS. Class A shares are subject to a front-end sales charge. For more information on this charge, please see the subsection entitled “Sales Charges.” If you buy $1,000,000 or more of Class A shares and redeem the shares within eighteen months from the date of purchase, you may pay a 1.00% CDSC at the time of redemption. If you are a qualified plan purchasing Class A shares at net asset value and elect to receive a dealer concession, you may pay a CDSC of 1.00% on your Class A shares if the plan is redeemed within twelve months from initial deposit in the account. If you are a qualified plan purchasing Class A shares at net asset value and elect to forego the dealer concession, you will not be charged a CDSC. With respect to redemption of Class B shares held six years or less, a CDSC of 1.00% -5.00% of the lower of the total original cost or current market value of the shares may be assessed. With respect to redemption of Class C shares held twelve months or less, a CDSC of 1.00% of the lower of the total original cost or current market value of the shares may be assessed. With respect to Class K shares, if you are a qualified plan and elect to receive a dealer concession, you may pay a CDSC of 0.70% on your Class K shares if the plan is redeemed within twelve months from initial deposit in the plan’s AIS account. If you are a qualified plan and elect to forego the dealer concession, you will not be charged a CDSC. For a non-qualified plan, in determining whether a CDSC applies to a redemption, it is assumed that the shares being redeemed first are any shares in the shareholder’s Fund account that are not subject to a CDSC, followed by shares held the longest in the shareholder’s account. These charges are not assessed upon Class A, B, C, or K shares acquired through reinvestment of dividends or other distributions, or Class A, B, C, or K shares exchanged for the same class of another AIM or INVESCO Fund. For more information on CDSC charges, please see the subsection of the Prospectus entitled “Choosing A Share Class” and the section of the Statement of Additional Information entitled “Purchase, Redemption and Pricing of Shares — Purchase and Redemption of Shares.”

 

For all new accounts, please send a completed application form, and specify the Fund or Funds and class or classes of shares you wish to purchase. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA Patriot Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the Fund verify and record your identifying information.

 

A share of each class represents an identical interest in a Fund and has the same rights, except that each class bears its own distribution and shareholder servicing charges, and other expenses. The income attributable to each class and the dividends payable on the shares of each class will be reduced by the amount of the distribution fee, if applicable, and the other expenses payable by that class.

 

AIS reserves the right to increase, reduce, or waive each Fund’s minimum investment requirements in its sole discretion, if it determines this action is in the best interests of that Fund’s shareholders. AIS also reserves the right in its sole discretion to reject any order to buy Fund shares, including purchases by exchange. If a Fund determines that you have not provided a correct social security or other tax ID number on your account application, or the Fund is not able to verify your identity as required by law, the Fund may, at its discretion, redeem the account and distribute the proceeds to you.

 

Please remember that if you pay by check, Automated Clearing House (“ACH”), or wire and your funds do not clear, you will be responsible for any related loss to a Fund or AIS. If you are already an INVESCO Funds shareholder, the Fund may seek reimbursement for any loss from your existing account(s).

 

20


MINIMUM INVESTMENTS PER FUND ACCOUNT

 

There are no minimum investments with respect to Class R and Class K shares for fund accounts. The minimum investments with respect to Class A, B and C shares and Investor Class shares for fund accounts are as follows:

 

TYPE OF ACCOUNT   

INITIAL

INVESTMENTS

        ADDITIONAL
INVESTMENTS

Employer-Sponsored Retirement Plans (includes section 401, 403
and 457 plans, and SEP, SARSEP and SIMPLE IRA plans)

   $ 0    ($25 per fund investment for salary deferrals from Employer-Sponsored Retirement Plans)    $ 50

Systematic Purchase Plan

     50           50

IRA, Roth IRA or Coverdell ESA

     250           50

All other accounts

     1,000           50

 

HOW TO PURCHASE SHARES

 

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

 

PURCHASE OPTIONS   OPENING AN ACCOUNT   ADDING TO AN ACCOUNT

Through a Financial Consultant

 

By Mail

 

Contact your financial consultant.

 

Mail completed account application and check to the transfer agent, AIM Investment Services, Inc., P.O. Box 4739, Houston TX 77210-4739.

 

Same.

 

Mail your check and the remittance slip from your confirmation statement to the transfer agent.

By Wire  

Mail completed account application to the transfer agent. Call the transfer agent at (800) 959-4246 to receive a reference number. Then, use the following wire instructions:

 

Beneficiary Bank ABA/Routing #: 113000609

Beneficiary Account Number: 00100366807

Beneficiary Account Name: AIM Investment Services, Inc.

RFB: Fund Name, Reference #

OBI: Your Name, Account #

  Call the transfer agent to receive a reference number. Then, use the wire instructions at left.
By Telephone   Open your account using one of the methods described above.  

Select the AIM Bank Connection SM option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order.

 

Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested.

By Internet   Open your account using one of the methods described above.   Access your account at www.aiminvestments.com. The proper bank instructions must have been provided on your account. You may not purchase shares in AIM prototype retirement accounts on the internet.

 

Grandfathered Investors. Investor Class shares of a Fund can be purchased only by:

 

  n Persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (“Grandfathered Funds”) and have continuously maintained such account in Investor Class shares since April 1, 2002;
  n Any person or entity listed in the account registration for any Grandfathered Funds, which account in Investor Class shares was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians, and designated beneficiaries;

 

21


  n Customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002;
  n Defined benefit, defined contribution, and deferred compensation plans; and
  n INVESCO or AIM employees, AIM and INVESCO Funds Trustees, AMVESCAP employees, AMVESCAP directors, and their immediate families.

 

For more detailed information about eligibility, please call 1-800-525-8085. If you hold Grandfathered Funds through a broker/dealer or other financial institution, your eligibility to purchase Investor Class shares may differ depending on that institution’s policies.

 

Exchange Policy. You may exchange your shares in any of the Funds for shares of the same class in another INVESCO Fund or into certain classes of another AIM Fund, as described in the table below, on the basis of their respective NAVs at the time of the exchange.

 

Shareholders invested in the following classes of the INVESCO Funds:

 

Will be offered the ability to exchange into the
following classes of the AIM Funds:

n   Investor Class Shares of all INVESCO Funds

n   Class A Shares 1 of all INVESCO Funds

 

n   Investor Class Shares of all AIM Funds

n   Class A Shares of Category I and II Funds and AIM Tax-Exempt Cash Fund

n   Class A3 Shares of all AIM Funds

n   AIM Cash Reserve Shares of AIM Money Market Fund

n   Class B Shares of all INVESCO Funds

 

n   Class B Shares of all AIM Funds, with the exception of AIM Floating Rate Fund

n   Class C Shares of all INVESCO Funds

 

n   Class C Shares of all AIM Funds, with the exception of AIM Floating Rate Fund

n   Institutional Class Shares of all INVESCO Funds

 

n   Institutional Class Shares of all AIM Retail Funds

n   Class K Shares of all INVESCO Funds

 

n   Exchanges not permitted

 

1 Class A Shares that are subject to a CDSC will not be exchangeable for shares of AIM Tax-Exempt Cash Fund or AIM Money Market Fund.

 

Shareholders invested in the following classes of the
AIM Funds:

 

Will be offered the ability to exchange into the
following classes of the INVESCO Funds:

n   Investor Class Shares of all AIM Funds

n   Class A Shares of all AIM Funds, with the exception of Class A Shares of Category III Funds purchased at net asset value

n   Class A3 Shares of the AIM Funds

n   AIM Cash Reserve Shares of AIM Money Market Fund

 

n   Investor Class Shares of all INVESCO Funds

n   Class A Shares of all INVESCO Funds 2

n   Class B Shares of all AIM Funds

 

n   Class B Shares of all INVESCO Funds

n   Class C Shares of all AIM Funds

 

n   Class C Shares of all INVESCO Funds

n   Institutional Class Shares of all AIM Retail Funds

 

n   Institutional Class Shares of all INVESCO Funds

n   Class R Shares of all AIM Funds

 

n   Exchanges not permitted

2 You may be required to pay an initial sales charge equal to the difference between the sales charge of the Fund being acquired and the sales charge paid on the Fund being exchanged when exchanging from a Fund with a lower initial sales charge than the one into which you are exchanging. Neither AIM Cash Reserve Shares of AIM Money Market Fund nor Class A Shares of AIM Tax-Exempt Cash Fund will be exchangeable for Class A Shares of an INVESCO Fund that are subject to a CDSC.

 

22


FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.

  

Before making any exchange, be sure to review the prospectuses of the funds involved and consider the differences between the funds. Also, be certain that you qualify to purchase certain classes of shares in the new fund. An exchange is the sale of shares from one fund immediately followed by the purchase of shares in another. Therefore, any gain or loss realized on the exchange is recognizable for federal income tax purposes (unless, of course, you or your account qualifies as tax-deferred under the Internal Revenue Code). If the shares of the fund you are selling have gone up in value since you bought them, the sale portion of an exchange may result in taxable income to you.

 

You will not pay a sales charge when exchanging Class B shares for other Class B shares, Class C shares for other Class C shares, or Class K shares for other Class K shares. If you make an exchange involving

Class B, Class C, or Class K shares, the amount of time you held the original shares will be added to the holding period of the Class B, Class C, or Class K shares, respectively, into which you exchanged for the purpose of calculating any CDSC that may be assessed upon a subsequent redemption.

 

We have the following policies governing exchanges:

  n Both AIM or INVESCO Fund accounts involved in the exchange must be registered in exactly the same name(s) and Social Security or federal tax I.D. number(s).
  n If you exceed four exchanges out of an AIM or INVESCO Fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund and INVESCO U.S. Government Money Fund) per calendar year, or a Fund or ADI determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each Fund and ADI reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if it believes that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the movement out of (redemption) one Fund and into (purchase) another Fund.
  n Under unusual market conditions, an AIM or INVESCO Fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM or INVESCO Funds or the distributor may modify or terminate this privilege at any time. The AIM or INVESCO Fund or ADI will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes.

 

In addition, the ability to exchange may be temporarily suspended at any time that sales of the AIM or INVESCO Fund into which you wish to exchange are temporarily stopped.

 

Redemption Fees. You may be charged a redemption fee on certain redemptions including redemptions by exchange. For more information on redemption fees, please see the subsection of the Prospectus entitled “How to Sell Shares—Redemption Fees.”

 

Choosing a Share Class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan applicable to the class, if any, (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. Your financial intermediary can help you decide among the various classes. Please contact your financial intermediary for several convenient ways to invest in a Fund. Class A, B, C, and K shares of the Funds are available primarily through financial intermediaries.

 

In addition, you should also consider the factors below:

 

    

Investor
Class


  

Class A


  

Class B


  

Class C


  

Class K


Initial Sales Charge

   None    5.50%    None    None    None

CDSC 1

   None    1.00% on certain purchases held less than 18 months    1.00%-5.00% for shares held less than 6 years    1.00% for shares held less than 12 months    0.70% on certain purchases held less than 12 months

12b-1 Fee

   0.25%    0.35%    1.00%    1.00%    0.45%

12b-1 Fee (Utilities Fund only)

   0.25%    0.25%    1.00%    1.00%    None

Redemption/Exchange Fee

   2.00% 2    2.00% 2    None    None    None

Conversion

   No    No    Yes 3    No    No

Purchase Order Maximum

   None    None    $100,000    $1,000,000    None

 

23


  1 Please see the subsection entitled “Sales Charges” below and the section of the Funds’ Statement of Additional Information entitled “Purchase, Redemption and Pricing of Shares” for more information regarding CDSC charges and dealer concessions.
  2 A 2.00% fee is charged on redemptions or exchanges of Class A and Investor Class shares held 30 days or less, other than shares acquired through reinvestment of dividends and distributions.
  3 Class B shares, along with the pro rata portion of the shares’ reinvested dividends and distributions, automatically convert to Class A shares at the end of the month which is eight years after the date on which such Class B shares were purchased.

 

Effective September 30, 2003, Class B shares are no longer available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.

 

Internet Transactions. Investors may exchange and redeem shares of any INVESCO Fund through AIM’s Web site. In addition, certain Grandfathered Investor Class shareholders may open new accounts in Investor Class shares. To use this service, you will need a web browser (presently Netscape version 4.0 or higher, Microsoft Internet Explorer version 4.0 or higher, or AOL version 5.0 or higher) and the ability to use AIM’s Web site. AIS will accept Internet purchase instructions only for exchanges or if the purchase price is paid to AIS through debiting your bank account, and any Internet cash redemptions will be paid only to the same bank account from which the payment to AIS originated. Other minimum transaction amounts are discussed in this Prospectus.

 

AIS employs reasonable procedures to confirm that transactions entered into over the Internet are genuine. These procedures include the use of alphanumeric passwords, secure socket layering, encryption, and other precautions reasonably designed to protect the integrity, confidentiality, and security of shareholder information. In order to enter into a transaction on AIM’s Web site, you will need an account number, your Social Security number, and an alphanumeric password. If AIS follows these procedures, neither AIS, its affiliates nor any fund will be liable for any loss, liability, cost, or expense for following instructions communicated via the Internet that are reasonably believed to be genuine or that follow AIS’s security procedures. By entering into the user’s agreement with AIS to open an account through our Web site, you lose certain rights if someone gives fraudulent or unauthorized instructions to AIS that result in a loss to you.

 

SALES CHARGES (CLASS A, B, C, AND K ONLY)

Sales charges on Class A shares of the Funds are detailed below. As used below, the term “offering price” with respect to Class A shares includes the initial sales charge.

 

Initial Sales Charges. Class A shares of the Funds are subject to the following initial sales charges:

 

                  Investor’s Sales Charge

Amount of investment

in a single transaction

               

As a % of

offering price

    

As a % of

investment

                

Less than

         $25,000      5.50%      5.82%

$25,000

 

but less than

    

$50,000

    

5.25%

    

5.54%

$50,000

 

but less than

    

$100,000

    

4.75%

    

4.99%

$100,000

 

but less than

    

$250,000

    

3.75%

    

3.90%

$250,000

 

but less than

    

$500,000

    

3.00%

    

3.09%

$500,000

 

but less than

    

$1,000,000

    

2.00%

    

2.04%

$1,000,000 or more

               

NAV

    

NAV

 

Contingent Deferred Sales Charge (CDSC) for Class A and Class K Shares. You can purchase $1,000,000 or more of Class A shares at net asset value, and the distributor may pay a dealer concession and/or a service fee for purchases of $1,000,000 or more. However, if you purchase shares worth $1,000,000 or more, they may be subject to a CDSC of 1.00% if you redeem them prior to eighteen months after the date of purchase. We will use the “first-in, first-out” method to determine your holding period. Under this method, the date of redemption will be compared with the earliest purchase date of shares held in your account. If your holding period is less than the above-stated time periods, the CDSC may be assessed on the amount of the lower of the total original cost or current market value of the shares. For qualified plans investing in Class A shares, you may pay a CDSC of 1.00% if the plan’s AIS account is redeemed within twelve months from initial deposit. For qualified plans investing in Class K shares, you may pay a CDSC of 0.70% if the plan’s AIS account is redeemed within twelve months from initial deposit in the plan’s AIS account.

 

24


CDSC for Class B and Class C Shares. You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages. If your holding period is less than six years for Class B shares and twelve months for Class C shares, the CDSC may be assessed on the amount of the lower of the total original cost or current market value of the shares.

 

Year Since

Purchase Made

  Class B      Class C

First

 

5.00%

    

1.00%

Second

 

4.00%

    

None

Third

 

3.00%

    

None

Fourth

 

3.00%

    

None

Fifth

 

2.00%

    

None

Sixth

 

1.00%

    

None

Seventh and following

 

None 1

    

None

 

  1 Class B shares, along with the pro rata portion of the shares’ reinvested dividends and distributions, automatically convert to Class A shares at the end of the month which is eight years after the date on which such Class B shares were purchased.

 

Reduced Sales Charges and Sales Charge Exceptions. You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial intermediary must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

 

Reduced Sales Charges. You may be eligible to buy Class A shares at reduced initial sales charge rates under Right of Accumulation or Letter of Intent under certain circumstances.

 

Rights of Accumulation. You may combine your new purchases of Class A shares of an AIM Fund or an INVESCO Fund with AIM Fund and/or INVESCO Fund shares currently owned (Class A, B, C, K or R) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the current value of all other shares you own.

 

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any AIM or INVESCO fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation described above.

 

Letter of Intent. Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of a Fund during a thirteen-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the thirteen-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested.

 

Initial Sales Charge/CDSC Exceptions

You will not pay initial sales charges:

  n on shares purchased by reinvesting dividends and distributions;
  n when exchanging shares of the same class among certain Funds;
  n when using the reinstatement privilege;
  n when a merger, consolidation, or acquisition of assets of a Fund occurs; and
  n upon automatic conversion of Class B to Class A.

 

You will not pay a CDSC:

  n if you purchase less than $1,000,000 of Class A shares;
  n if you purchase $1,000,000 or more of Class A shares and hold those shares for more than eighteen months;
  n if you redeem Class B shares you held for more than six years;
  n if you redeem Class C shares you held for more than twelve months;
  n if you participate in the periodic withdrawal program and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period;
  n if you redeem shares acquired through reinvestment of dividends and distributions;
  n if you are a participant in a qualified retirement plan and redeem Class C shares, Class K or Class R shares in order to fund a distribution;
  n if you are a qualified plan investing in Class A, Class K or Class R shares and elect to forego any dealer concession;
  n on increases in the net asset value of your shares;
  n to pay account fees; or
  n for redemptions following the death of a shareholder or beneficial owner.

 

25


There may be other situations when you may be able to purchase or redeem shares at reduced or no sales charges. Consult the Funds’ Statement of Additional Information for further details.

 

Distribution Expenses. We have adopted a Master Distribution Plan (commonly known as a “12b-1 Plan”) for each class of shares of the Funds. The 12b-1 fees paid by each Fund’s classes of shares are used to pay distribution and service fees to ADI for the sale and distribution of the Funds’ shares and to pay for services provided to shareholders. These services include compensation to financial intermediaries that sell Fund shares and/or service shareholder accounts. Because each Fund’s shares pay these fees out of their assets on an ongoing basis, these fees increase the cost of your investment.

 

Under each Plan, payments are limited to an amount computed at each class’s applicable 12b-1 fee. If distribution expenses for a class exceed these computed amounts, AIS pays the difference. Conversely, if distribution fees are less than computed amounts, ADI retains the difference.

 

Your Account Services

 

AIS PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY, SELL, OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUNDS.   

With the exception of householding, the following information pertains only to shareholders who hold their shares directly through AIS.

 

Shareholder Accounts. AIS maintains your share account, which contains your current Fund holdings. The Funds do not issue share certificates.

Quarterly Investment Summaries. Each calendar quarter, you receive a written statement which consolidates and summarizes account activity and value at the beginning and end of the period for each of your INVESCO Funds.

 

Transaction Confirmations. You receive detailed confirmations of individual purchases, exchanges, and sales. If you choose certain recurring transaction plans (for instance, Systematic Purchase Plan), your transactions are confirmed on your quarterly Investment Summaries.

 

Telephone Transactions. You and your financial intermediary or plan or program sponsor may buy, exchange, and sell Fund shares by telephone, unless these privileges are specifically declined when the new account Application is filled out.

 

YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT AIM’s WEBSITE, AIMINVESTMENTS.COM    Unless you decline the telephone transaction privileges, when you fill out and sign the new account Application, a Telephone Transaction Authorization Form, or use your telephone transaction privileges, you lose certain rights if someone gives fraudulent or unauthorized instructions to AIS that result in a loss to you. In general, if AIS has followed reasonable procedures, such as recording telephone instructions and sending written transaction confirmations, AIS is not liable for following telephone instructions that it believes to be genuine. Therefore, you have the risk of loss due to unauthorized or fraudulent instructions.

 

Householding. To save money for the Funds, you may receive only one copy of a prospectus or financial report to each household address. This process, known as “householding,” is used for most required shareholder mailings. It does not apply to account statements. You may, of course, request an additional copy of a prospectus or financial report at any time by calling or writing AIS. You may also request that householding be eliminated from all your required mailings.

 

IRAs and Other Retirement Plans. Shares of any INVESCO or AIM mutual fund may be purchased for IRAs and many other types of tax-deferred retirement plans. Please call AIS for information and forms to establish or transfer your existing retirement plan or account.

 

How To Sell Shares

 

The chart in this section shows several convenient ways to sell your Fund shares if you invest directly through AIS. If you invest in a Fund through a financial intermediary, please consult the financial intermediary, or with respect to Class K shares, the plan or program sponsor, for information on how to sell shares of a Fund. You may be charged a commission or transaction fee by your financial intermediary or plan or program sponsor for sales of Fund shares. Shares of the Funds may be sold at any time at the next NAV calculated after your request to sell is received by AIS in proper form. Depending on Fund performance, the NAV at the time you sell your shares may be more or less than the price you paid to purchase your shares.

 

Various fees may apply to Fund redemptions. You may be charged a CDSC at the time of redemption depending on how long you have held your shares. If you buy $1,000,000 or more of Class A shares and redeem the shares within eighteen months from the date of purchase, you may pay a 1.00% CDSC at the time of redemption. If you are a qualified retirement plan purchasing Class A Shares at net asset value and elect to receive a dealer concession, you may pay a CDSC of 1.00% on your Class A shares

 

26


if the plan’s AIS account is redeemed within twelve months from initial deposit. If you are a qualified retirement plan purchasing Class A shares at net asset value and elect to forego the dealer concession, you will not be charged a CDSC. With respect to redemption of Class B shares held six years or less, a CDSC of 1.00%—5.00% of the lower of the total original cost or current market value of the shares may be assessed. With respect to redemption of Class C shares held twelve months or less, a CDSC of 1.00% of the lower of the total original cost or current market value of the shares may be assessed. With respect to Class K shares, if you are a qualified plan and elect to receive a dealer concession, you may pay a CDSC of 0.70% on your Class K shares if the plan is redeemed within twelve months from initial deposit in the plan’s AIS account. If you are a qualified plan and elect to forego the dealer concession, you will not be charged a CDSC. For a non-qualified plan, in determining whether a CDSC applies to a redemption, it is assumed that the shares being redeemed first are any shares in the shareholder’s Fund account that are not subject to a CDSC, followed by shares held the longest in the shareholder’s account. These charges are not assessed upon Class A, B, C, or K shares acquired through reinvestment of dividends or other distributions, or Class A, B, C, or K shares exchanged for the same class of another Fund as set forth under the section entitled “Exchange Policy.” For more information on CDSC charges, please see the subsection of the Prospectus entitled “Choosing A Share Class” and the section of the Statement of Additional Information entitled “Distributor—Sales Charges and Dealer Concessions.”

 

TO SELL SHARES AT DAY’S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M. EASTERN TIME.   

If you own shares in more than one Fund, please specify the Fund whose shares you wish to sell and specify the class of shares. Remember that any sale or exchange of shares in a non-retirement account will likely result in a taxable gain or loss.

 

 

While AIS attempts to process telephone redemptions promptly, there may be times — particularly in periods of severe economic or market disruption — when you may experience delays in redeeming shares by telephone.

 

AIS usually forwards the proceeds from the sale of Fund shares within seven days after we receive your request to sell in proper form. However, payment may be postponed under unusual circumstances — for instance, if normal trading is not taking place on the NYSE, or during an emergency as defined by the Securities and Exchange Commission. If your Fund shares were purchased by a check which has not yet cleared, payment will be made promptly when your purchase check does clear; that can take up to twelve business days.

 

If you participate in Systematic Purchase Plan, the Funds’ automatic monthly investment program, and sell all of the shares in your account, we will not make any additional Systematic Purchase Plan purchases unless you give us other instructions.

 

Because of the Funds’ expense structures, it costs as much to handle a small account as it does to handle a large one. If the value of your account in a Fund falls below $500 ($250 for Investor Class) for three consecutive months as a result of your actions (for example, sale of your Fund shares), the Fund reserves the right to sell all of your shares, send the proceeds of the sale to you and close your account. Before this is done, you will be notified and given sixty days to increase the value of your account to $500 ($250 for Investor Class) or more.

 

Although the AIM Funds and the INVESCO Funds generally intend to pay redemption proceeds solely in cash, the AIM Funds and the INVESCO Funds reserve the right to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

 

REDEMPTION FEE

You may be charged a 2.00% redemption fee (on total redemption proceeds) if you redeem, including redeeming by exchange, Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares of the following Funds (either by selling or exchanging to another AIM Fund or INVESCO Fund) within 30 days of their purchase:

 

AIM Asia Pacific Growth Fund

AIM Developing Markets Fund

AIM European Growth Fund

AIM European Small Company Fund

AIM Global Aggressive Growth Fund

AIM Global Equity Fund

AIM Global Growth Fund

 

AIM Global Value Fund

AIM High Yield Fund

AIM International Emerging Growth Fund

AIM International Growth Fund

AIM Trimark Fund

INVESCO International Core Equity Fund

INVESCO S&P 500 Index Fund

 

The redemption fee will be paid to the AIM or INVESCO Fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the AIM or INVESCO Fund. The redemption fee is imposed to the extent that the number of AIM or INVESCO Fund shares you redeem exceeds the number of AIM or INVESCO Fund shares that you have held for more than 30 days. In determining whether the minimum 30 days holding period has been met, only the period during which you have held shares of the AIM or INVESCO Fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

 

27


The 2.00% redemption fee will not be charged on transactions involving the following:

  n total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;
  n total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;
  n total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the “Code”) where the systematic capability to process the redemption fee does not exist;
  n total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan set up in the AIM or INVESCO Funds;
  n total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;
  n total or partial redemptions of shares acquired through reinvestment of dividends and other distributions; or
  n redemptions initiated by an AIM or INVESCO Fund.

 

The AIM Affiliates’ goal is to apply the redemption fee on all classes of shares regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Currently, the redemption fee may be applied on Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares. AIM expects to charge the redemption fee on all other classes of shares when the AIM or INVESCO Funds’ transfer agent system has the capability of processing the fee across these other classes. In addition, AIM intends to develop a plan to encourage brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to the terms above to modify computer programs to impose the redemption fee or to develop alternate processes to monitor and restrict short-term trading activity in the AIM or INVESCO Funds. Lastly, the provider of AIM’s retirement plan record keeping system is working to enhance the system to facilitate the processing of the redemption fee. Until such computer programs are modified or alternate processes are developed, the AIM or INVESCO Fund’s ability to assess a redemption fee on these types of share classes and accounts is severely limited. These are reasons why this tool cannot eliminate the possibility of excessive short-term trading activity.

 

The AIM or INVESCO Funds have the discretion to waive the 2.00% redemption fee if a fund is in jeopardy of failing the 90% income test or losing its registered investment company qualification for tax purposes.

 

Reinstatement Privilege. You may, within 120 days after you sell shares (except Class R shares, Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares and Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and Investor Class shares), reinvest all or part of your redemption proceeds in Class A shares of any INVESCO fund at net asset value in an identically registered account.

 

The reinvestment amount must meet the subsequent investment minimum as indicated in the section “How to Buy Shares”.

 

If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

 

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

 

The following chart shows several ways to sell your shares of the Funds if you invest directly through AIS.

 

METHOD   REDEMPTION MINIMUM   PLEASE REMEMBER

By Telephone

Call us toll-free at: 1-800-959-4246.

  Any amount.   You must provide an IRA redemption form to AIS prior to making an IRA redemption by telephone. AIS’s telephone redemption privileges may be modified or terminated in the future at AIS’s discretion. The maximum amount which may be redeemed by telephone is generally $250,000.

 

28


METHOD   REDEMPTION MINIMUM   PLEASE REMEMBER

In Writing

Mail your request to:

AIM Investment Services, Inc.

P.O. Box 4739

Houston, TX 77210-4739.

You may also send your request by overnight

courier to:

AIM Investment Services, Inc.

11 Greenway Plaza, Suite 100

Houston, TX 77046

  Any amount.   The redemption request must be signed by all registered account owners. Payment will be mailed to your address as it appears on AIS’s records, or to a bank designated by you in writing.

By Telephone With ACH

Call 1-800-959-4246 to request your redemption.

  Any amount.   You must provide your bank account information or IRA redemption form to AIS prior to using this option. AIS will automatically pay the proceeds into your designated bank account.

By Internet

Go to AIM’s Web site at aiminvestments.com.

  Any amount. IRA redemptions are not permitted via the internet.  

Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. The transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day’s closing price.

You will need a Web browser to use this service. AIS will automatically pay the proceeds into your designated bank account.

By AIM 24-hour Automated Investor Line With ACH

Automated transactions by telephone are available for redemptions and exchanges 24 hours a day. Simply call 1-800-246-5463.

  $50   Be sure to write down the confirmation number provided to you. You must provide your bank account information to AIS prior to using this option.

Systematic Redemption Plan

You may call us to request the appropriate form and more information at 1-800-959-4246.

  $100 per payment on a monthly or quarterly basis. The redemption check may be made payable to any party you designate.   You must have at least $10,000 total invested with the Funds with at least $5,000 of that total invested in the fund from which withdrawals will be made.

Payment To Third Party

Mail your request to:

AIM Investment Services, Inc.

P.O. Box 4739

Houston, TX 77210-4739

  Any amount.   All registered account owners must sign the request, with signature guarantees from an eligible guarantor financial institution, such as a commercial bank or a recognized national or regional securities firm.

 

LOGO

 

Taxes

 

TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER.

   Everyone’s tax status is unique. We manage the Funds in an effort to provide maximum total returns to all shareholders of the Funds. The sub-advisor generally focuses on pre-tax results and ordinarily does not manage a Fund to minimize taxes. We may, nevertheless, take advantage of opportunities to mitigate taxes through management of capital gains and losses. We encourage you to consult your own tax adviser on the tax impact to you of investing directly or indirectly in the Funds.

 

Each Fund customarily distributes to its shareholders substantially all of its net investment income, net capital gain and net gain from foreign currency transactions, if any. You receive a proportionate part of these distributions, depending on the percentage

 

29


of a Fund’s shares that you own. These distributions are required under federal tax laws governing mutual funds. It is the intent of each Fund to distribute all investment company taxable income and net capital gain. As a result of this policy and each Fund’s qualification as a regulated investment company, it is anticipated that none of the Funds will pay any federal income or excise taxes.

 

However, unless you are (or your account is) exempt from income taxes, you must include all dividends and capital gain distributions paid to you by a Fund in your taxable income for federal, state, and local income tax purposes. You also may realize capital gains or losses when you sell shares of a Fund at more or less than the price you originally paid. An exchange is treated as a sale, and is a taxable event. Dividends and other distributions usually are taxable whether you receive them in cash or automatically reinvest them in shares of the distributing Fund(s) or other funds.

 

If you have not provided AIS with complete, correct tax information, the Funds are required by law to withhold from your distributions, and any money that you receive from the sale of shares of the Funds, a backup withholding tax at the rate in effect on the date of the transaction.

 

Unless your account is held through a financial intermediary, we will provide you with detailed information every year about your dividends and capital gain distributions. Depending on the activity in your individual account, we may also be able to assist with cost basis figures for shares you sell.

 

LOGO

 

Dividends And Capital Gain Distributions

The Funds earn ordinary or investment income primarily from dividends and interest on their investments. Energy, Financial Services, Gold & Precious Metals, Health Sciences, Leisure, and Technology Funds expect to distribute their respective investment income, less Fund expenses, to shareholders annually. Utilities Fund expects to make such distributions quarterly. All Funds can make distributions at other times, if they choose to do so. Please note that classes with higher expenses are expected to have lower dividends.

 

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS, IF ANY, ARE DISTRIBUTED TO SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT OR TAX-DEFERRED ACCOUNTS).

  

Each Fund also realizes capital gains or losses when it sells securities in its portfolio for more or less than it had paid for them. If total gains on sales exceed total losses (including losses carried forward from previous years), a Fund has a net realized capital gain. Net realized capital gain, if any, is distributed to shareholders at least annually, usually in December. Dividends and capital gain distributions are paid to you if you hold shares on the record date of the distribution regardless of how long you have held your shares.

 

Under present federal income tax laws, capital gains may be taxable at different rates, depending on how long a Fund has held the underlying investment. Short-term capital gains, which are derived from the sale of assets held one year or less, are taxed as ordinary income. Long-term capital gains, which are derived from the sale of assets held for more than one year, are taxed at up to the maximum capital gains rate, currently 15% for individuals.

 

A Fund’s daily NAV reflects all ordinary income and realized capital gains that have not yet been distributed to shareholders. Therefore, a Fund’s NAV will drop by the amount of a distribution, net of market fluctuations, on the day the distribution is declared. If you buy shares of a Fund just before a distribution is declared, you may wind up “buying a distribution.” This means that if the Fund declares a dividend or capital gain distribution shortly after you buy, you will receive some of your investment back as a taxable distribution. Although purchasing your shares at the resulting higher NAV may mean a smaller capital gain or greater loss upon sale of the shares, most shareholders want to avoid the purchase of shares immediately before the distribution record date. However, keep in mind that your basis in the Fund will be increased to the extent such distributions are reinvested in the Fund. If you sell your shares of a Fund at a loss for tax purposes and then replace those shares with a substantially identical investment either thirty days before or after that sale, the transaction is usually considered a “wash sale” and you will not be able to claim a tax loss at the time of sale. Instead, the loss will be deferred to a later date.

 

Dividends and capital gain distributions paid by each Fund are automatically reinvested in additional Fund shares at the NAV on the ex-distribution date, unless you choose to have them automatically reinvested in another INVESCO or AIM Fund or paid to you by check or electronic funds transfer. Dividends and other distributions, whether received in cash or reinvested in additional Fund shares, are generally subject to federal income tax.

 

30


Financial Highlights

 

The financial highlights table is intended to help you understand the financial performance of the various classes of each Fund for the past five years (or, if shorter, the period of the class’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the annual percentages that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent Registered Public Accounting Firm, whose report, along with the financial statements, is included in AIM Sector Funds’ 2004 Annual Report to Shareholders, which is incorporated by reference into the Statement of Additional Information. Prior to November 20, 2003, each series of AIM Sector Funds was a series portfolio of a Maryland corporation named AIM Sector Funds, Inc. (formerly, INVESCO Sector Funds, Inc.). This Report is available without charge by contacting AIS at the address or telephone number on the back cover of this Prospectus.

 

       YEAR ENDED MARCH 31     FIVE
MONTHS
ENDED
MARCH 31
    YEAR ENDED
OCTOBER 31
 
       2004     2003     2002     2001     2000     1999  

ENERGY FUND — INVESTOR CLASS

                                      

Net Asset Value — Beginning of Period

     $16.81     $19.26     $19.73     $17.40     $13.68     $11.30  

INCOME FROM INVESTMENT OPERATIONS

                                      

Net Investment Income (Loss)

     (0.07 ) (a)   (0.10 ) (a)   (0.07 ) (a)   (0.08 ) (a)   0.00     0.00  

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     5.45     (2.35 )   (0.40 )   3.84     3.72     2.39  

Total from Investment Operations

     5.38     (2.45 )   (0.47 )   3.76     3.72     2.39  

LESS DISTRIBUTIONS

                                      

Dividends From Net Investment Income

                         (0.01 )

Distributions From Net Realized Gains

                 (1.43 )        

Net Asset Value — End of Period

     $22.19     $16.81     $19.26     $19.73     $17.40     $13.68  


TOTAL RETURN (b)

     32.00%     (12.72 )%   (2.38 )%   23.09%     27.19%     21.19%  

RATIOS/SUPPLEMENTAL DATA

                                      

Net Assets — End of Period
(000s Omitted)

     $230,148     $231,023     $358,439     $445,845     $221,432     $196,136  

Ratio of Expenses to Average
Net Assets

     1.76% (c )   1.69%     1.53%     1.41%     1.60% (d )   1.68%  

Ratio of Net Investment Income (Loss) to
Average Net Assets

     (0.35 )% (c)   (0.57 )%   (0.34 )%   (0.35 )%   (0.26 )% (d)   (0.05 )%

Portfolio Turnover Rate (e)

     123%     144%     144%     166%     109%     279%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $221,669,367.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

31


Financial Highlights (continued)

 

      

YEAR ENDED

MARCH 31

 
       2004     2003  

ENERGY FUND — CLASS A

              

Net Asset Value — Beginning of Period

     $16.85     $19.26  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.05 ) (a)   (0.05 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     5.47     (2.36 )

Total from Investment Operations

     5.42     (2.41 )

Net Asset Value — End of Period

     $22.27     $16.85  


TOTAL RETURN (b)

     32.17%     (12.51 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of period (000s Omitted)

     $40,847     $9,131  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

              

With Fee Waivers and Expense Reimbursements

     1.66% (c )   1.46%  

Without Fee Waivers and Expense Reimbursements

     1.74% (c )    

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.25 )% (c)   (0.33 )%

Portfolio Turnover Rate

     123%     144%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $20,152,398.

 

       YEAR ENDED
MARCH 31
 
       2004     2003  

ENERGY FUND — CLASS B

              

Net Asset Value — Beginning of Period

     $16.71     $19.26  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.18 ) (a)   (0.17 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     5.41     (2.38 )

Total from Investment Operations

     5.23     (2.55 )

Net Asset Value — End of Period

     $21.94     $16.71  


TOTAL RETURN (b)

     31.30%     (13.24 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of period (000s Omitted)

     $20,164     $1,502  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

              

With Fee Waivers and Expense Reimbursements

     2.31% (c )   2.33%  

Without Fee Waivers and Expense Reimbursements

     2.59% (c )   2.41%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.90 )% (c)   (1.16 )%

Portfolio Turnover Rate

     123%     144%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $7,498,407.

 

32


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 28,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

ENERGY FUND — CLASS C

                                

Net Asset Value — Beginning of Period

     $16.45     $18.98     $19.58     $17.39     $14.35  

INCOME FROM INVESTMENT OPERATIONS

                                

Net Investment Income (Loss)

     (0.17 ) (a)   (0.11 )   (0.07 )   (0.05 )   (0.01 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     5.32     (2.42 )   (0.53 )   3.67     3.05  

Total from Investment Operations

     5.15     (2.53 )   (0.60 )   3.62     3.04  

Less Distributions from Net Realized Gains

                 (1.43 )    

Net Asset Value — End of Period

     $21.60     $16.45     $18.98     $19.58     $17.39  


TOTAL RETURN (b)

     31.31%     (13.33 )%   (3.06 )%   22.35%     21.11%  

RATIOS/SUPPLEMENTAL DATA

                                

Net Assets — End of Period (000s Omitted)

     $16,383     $9,566     $12,324     $8,704     $16  

Ratio of Expenses to Average Net Assets (Including Interest Expense)

                                

With Fee Waivers and Expense Reimbursements

     2.31% (c )   2.33%     2.27%     2.05%     2.05% (d )

Without Fee Waivers and Expense Reimbursements

     2.59% (c )   2.53%     2.27%     2.05%     2.05% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.90 )% (c)   (1.22 )%   (1.08 )%   (1.10 )%   (1.11 )% (d)

Portfolio Turnover Rate (e)

     123%     144%     144%     166%     109%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and based on average daily net assets of $11,540,401.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

33


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     NOVEMBER 30,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001  

ENERGY FUND — CLASS K

                          

Net Asset Value — Beginning of Period

     $15.55     $17.98     $19.62     $16.76  

INCOME FROM INVESTMENT OPERATIONS

                          

Net Investment Income (Loss)

     (0.06 ) (a)   (0.14 )   (0.05 )   (0.15 )

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     5.04     (2.29 )   (1.59 )   3.01  

Total from Investment Operations

     4.98     (2.43 )   (1.64 )   2.86  

Net Asset Value — End of Period

     $20.53     $15.55     $17.98     $19.62  


TOTAL RETURN (b)

     32.03%     (13.52 )%   (8.36 )%   17.06%  

RATIOS/SUPPLEMENTAL DATA

                          

Net Assets — End of Period (000s Omitted)

     $899     $289     $37     $1  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

                          

With Fee Waivers and Expense Reimbursements

     1.76% (c )   2.07%     11.62%     3.11% (d )

Without Fee Waivers and Expense Reimbursements

     3.70% (c )   5.36%     11.62%     3.11% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.35 )% (c)   (0.90 )%   (10.45 )%   (2.34 )% (d)

Portfolio Turnover Rate (e)

     123%     144%     144%     166%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $626,585.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

34


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FIVE
MONTHS
ENDED
MARCH 31
    YEAR ENDED
OCTOBER 31
 
       2004      2003     2002      2001     2000     1999  

FINANCIAL SERVICES FUND — INVESTOR CLASS

                                        

Net Asset Value — Beginning of Period

     $21.77      $28.22     $28.88      $27.13     $29.73     $28.45  

INCOME FROM INVESTMENT OPERATIONS

Net Investment Income (Loss)

     0.15 (a )    0.10     0.07      0.10     0.03     0.08  

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     9.14      (6.42 )   0.94      2.97     0.05     3.52  

Total from Investment Operations

     9.29      (6.32 )   1.01      3.07     0.08     3.60  

LESS DISTRIBUTIONS

Dividends from Net Investment Income

     (0.10 )    (0.10 )   (0.07 )    (0.10 )   (0.03 )   (0.08 )

Distributions from Net Realized Gains

          (0.03 )   (1.60 )    (1.22 )   (2.65 )   (2.24 )

Total Distributions

     (0.10 )    (0.13 )   (1.67 )    (1.32 )   (2.68 )   (2.32 )

Net Asset Value — End of Period

     $30.96      $21.77     $28.22      $28.88     $27.13     $29.73  


TOTAL RETURN (b)

     42.73%      (22.39 )%   3.82%      11.25%     0.60%     13.52%  

RATIOS/SUPPLEMENTAL DATA

                                        

Net Assets — End Of Period
(000s Omitted)

     $846,933      $734,440     $1,234,230      $1,368,583     $1,133,350     $1,242,555  

RATIO OF EXPENSES TO AVERAGE
NET ASSETS

     1.42% (c )    1.40%     1.27%      1.25%     1.29% (d )   1.26%  

Ratio of Net Investment Income to
Average Net Assets

     0.54% (c )    0.38%     0.24%      0.36%     0.25% (d )   0.25%  

Portfolio Turnover Rate (e)

     57%      60%     81%      99%     38%     83%  
(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $847,545,627.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

35


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31
 
       2004        2003  

FINANCIAL SERVICES FUND — CLASS A

                 

Net Asset Value — Beginning of Period

     $21.68        $28.22  

INCOME FROM INVESTMENT OPERATIONS

                 

Net Investment Income

     0.16 (a )      0.06  

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     9.10        (6.37 )

Total from Investment Operations

     9.26        (6.31 )

LESS DISTRIBUTIONS

                 

Dividends from Net Investment Income

     (0.11 )      (0.20 )

Distributions from Net Realized Gains

            (0.03 )

Total Distributions

     (0.11 )      (0.23 )

Net Asset Value — End of Period

     $30.83        $21.68  


TOTAL RETURN (b)

     42.78%        (22.36 )%

RATIOS/SUPPLEMENTAL DATA

                 

Net Assets — End of Period (000s Omitted)

     $111,766        $5,311  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

                 

With Fee Waivers and Expense Reimbursements

     1.41% (c )      1.38%  

Without Fee Waivers and Expense Reimbursements

     1.66% (c )      1.51%  

Ratio of Net Investment Income to Average Net Assets

     0.55% (c )      0.49%  

Portfolio Turnover Rate

     57%        60%  
(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $43,790,399.

 

       YEAR ENDED
MARCH 31
 
       2004      2003  

FINANCIAL SERVICES FUND — CLASS B

               

Net Asset Value — Beginning of Period

     $21.74      $28.22  

INCOME FROM INVESTMENT OPERATIONS

               

Net Investment Income (Loss)

     (0.03 ) (a)    (0.03 )

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     9.11      (6.30 )

Total from Investment Operations

     9.08      (6.33 )

LESS DISTRIBUTIONS

               

Dividends from Net Investment Income

     (0.00 )    (0.11 )

Distributions from Net Realized Gains

          (0.04 )

Total Distributions

     (0.00 )    (0.15 )

Net Asset Value — End of Period

     $30.82      $21.74  


TOTAL RETURN (b)

     41.78%      (22.48 )%

RATIOS/SUPPLEMENTAL DATA

               

Net Assets — End of Period (000s Omitted)

     $92,137      $990  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

               

With Fee Waivers and Expense Reimbursements

     2.06% (c )    2.09%  

Without Fee Waivers and Expense Reimbursements

     2.34% (c )    2.40%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.10 )% (c)    (0.20 )%

Portfolio Turnover Rate

     57%      60%  
(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $33,874,133.

 

36


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

FINANCIAL SERVICES FUND — CLASS C

                                

Net Asset Value — Beginning of Period

     $21.38     $27.89     $28.72     $27.06     $23.66  

INCOME FROM INVESTMENT OPERATIONS

                                

Net Investment Income (Loss)

     (0.12 ) (a)   (0.25 )   (0.10 )   (0.09 ) (a)   0.00  

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     8.94     (6.22 )   0.87     3.05     3.48  

Total from Investment Operations

     8.82     (6.47 )   0.77     2.96     3.48  

Less Distributions

                                

Dividends from Net Investment Income

     (0.00 )           (0.08 )   (0.08 )

Distributions from Net Realized Gains

         (0.04 )   (1.60 )   (1.22 )    

Total Distributions

     (0.00 )   (0.04 )   (1.60 )   (1.30 )   (0.08 )

Net Asset Value — End of Period

     $30.20     $21.38     $27.89     $28.72     $27.06  


TOTAL RETURN (b)

     41.27%     (23.22 )%   2.98%     10.87%     14.72%  

RATIOS/SUPPLEMENTAL DATA

                                

Net Assets — End of Period (000s Omitted)

     $38,696     $10,026     $16,880     $12,221     $138  

Ratio of Expenses to Average Net Assets

                                

With Fee Waivers and Expense Reimbursements

     2.38% (c )   2.45%     2.07%     1.85%     1.63% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.42 )% (c)   (0.68 )%   (0.57 )%   (0.31 )%   0.39% (d )

Portfolio Turnover Rate (e)

     57%     60%     81%     99%     38%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $21,964,040.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

37


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31
    NOVEMBER 30,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004      2003     2002     2001  

FINANCIAL SERVICES FUND — CLASS K

                           

Net Asset Value — Beginning of Period

     $21.27      $27.69     $28.67     $29.35  

INCOME FROM INVESTMENT OPERATIONS

                           

Net Investment Income (Loss)

     0.12 (a )    0.15     (0.03 ) (a)   (0.17 )

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     8.93      (6.41 )   0.90     (0.38 )

Total from Investment Operations

     9.05      (6.26 )   0.87     (0.55 )

LESS DISTRIBUTIONS

                           

Dividends from Net Investment Income

     (0.09 )    (0.12 )   (0.25 )   (0.13 )

Distributions from Net Realized Gains

          (0.04 )   (1.60 )    

Total Distributions

     (0.09 )    (0.16 )   (1.85 )   (0.13 )

Net Asset Value — End of Period

     $30.23      $21.27     $27.69     $28.67  


TOTAL RETURN (b)

     42.61%      (22.62 )%   3.38%     (1.97 )%

RATIOS/SUPPLEMENTAL DATA

                           

Net Assets — End of Period (000s Omitted)

     $1,621      $1,348     $1,033     $1  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

                           

With Fee Waivers and Expense Reimbursements

     1.51% (c )    1.78%     1.63%     3.35% (d )

Without Fee Waivers and Expense Reimbursements

     2.24% (c )    2.13%     1.63%     3.35% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     0.45% (c )    0.18%     (0.12 )%   (1.80 )% (d)

Portfolio Turnover Rate (e)

     57%      60%     81%     99%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $1,857,218.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

38


Financial Highlights (continued)

 

     YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    YEAR
ENDED
OCTOBER 31
 
     2004     2003     2002     2001     2000     1999  

GOLD & PRECIOUS METALS FUND — INVESTOR CLASS

 

                             

Net Asset Value — Beginning of Period

   $2.40     $2.29     $1.43     $1.60     $1.83     $1.90  

INCOME FROM INVESTMENT OPERATIONS

                                    

Net Investment Income (Loss)

   (0.05 )   (0.02 ) (a)   (0.01 )   (0.01 ) (a)   (0.01 )   (0.03 ) (a)

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

   1.63     0.13     0.87     (0.12 )   (0.22 )   (0.04 )

Total from Investment Operations

   1.58     0.11     0.86     (0.13 )   (0.23 )   (0.07 )

Less Dividends from Net Investment Income

   (0.14 )           (0.04 )        

Net Asset Value — End of Period

   $3.84     $2.40     $2.29     $1.43     $1.60     $1.83  


TOTAL RETURN (b)

   65.92%     4.80%     60.14%     (8.38 )%   (12.58 )%   (3.68 )%

RATIOS/SUPPLEMENTAL DATA

                                    

Net Assets — End of Period (000s Omitted)

   $125,053     $98,388     $104,831     $64,429     $81,470     $99,753  

Ratio of Expenses to Average Net Assets

   1.93% (c )   1.88%     2.10%     2.34%     2.08% (d )   2.20%  

Ratio of Net Investment Income (Loss) to
Average Net Assets

   (1.09 )% (c)   (0.79 )%   (0.80 )%   (0.99 )%   (0.76 )% (d)   (1.60 )%

Portfolio Turnover Rate (e)

   48%     84%     46%     90%     37%     141%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $116,736,763.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

39


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31
 
       2004     2003  

GOLD & PRECIOUS METALS FUND — CLASS A

              

Net Asset Value — Beginning of Period

     $2.39     $2.29  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.01 )   (0.02 ) (a)

Net Gains on Securities (Both Realized and Unrealized)

     1.56     0.12  

Total from Investment Operations

     1.55     0.10  

Less Dividends from Net Investment Income

     (0.13 )    

Net Asset Value — End of Period

     $3.81     $2.39  


TOTAL RETURN (b)

     65.02%     4.37%  

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $8,844     $1,514  

Ratio of Expenses to Average Net Assets

     2.13% (c )   2.09% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.29 )% (c)   (1.09 )%

Portfolio Turnover Rate

     48%     84%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $5,504,863.
(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or reimbursements was 2.11%.

 

       YEAR ENDED
MARCH 31
 
       2004     2003  

GOLD & PRECIOUS METALS FUND — CLASS B

              

Net Asset Value — Beginning of Period

     $2.39     $2.29  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.01 )   (0.02 ) (a)

Net Gains on Securities (Both Realized and Unrealized)

     1.57     0.12  

Total from Investment Operations

     1.56     0.10  

Less Dividends from Net Investment Income

     (0.13 )    

Net Asset Value — End of Period

     $3.82     $2.39  


TOTAL RETURN (b)

     65.26%     4.37%  

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $7,042     $2,315  

Ratio of Expenses to Average Net Assets

     2.28% (c )   2.18%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.44 )% (c)   (1.12 )%

Portfolio Turnover Rate

     48%     84%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $4,315,004.

 

40


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14, 2000
(DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

GOLD & PRECIOUS METALS FUND — CLASS C

                                

Net Asset Value — Beginning of Period

     $2.52     $2.42     $1.53     $1.60     $1.75  

INCOME FROM INVESTMENT OPERATIONS

                                

Net Investment Income (Loss)

     (0.04 )   (0.00 )   (0.07 )   (0.01 ) (a)   (0.00 )

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     1.67     0.10     0.96     (0.02 )   (0.15 )

Total from Investment Operations

     1.63     0.10     0.89     (0.03 )   (0.15 )

Less Dividends from Net Investment Income

     (0.11 )           (0.04 )    

Net Asset Value — End of Period

     $4.04     $2.52     $2.42     $1.53     $1.60  


TOTAL RETURN (b)

     64.70%     4.13%     58.17%     (1.95 )%   (8.57 )%

RATIOS/SUPPLEMENTAL DATA

                                

Net Assets — End of Period (000s Omitted)

     $5,208     $2,459     $515     $57     $1  

Ratio of Expenses to Average Net Assets

     2.69% (c )   2.65%     3.33%     3.38%     3.54% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.85 )% (c)   (1.60 )%   (1.67 )%   (1.41 )%   (0.82 )% (d)

Portfolio Turnover Rate (e)

     48%     84%     46%     90%     37%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $3,815,651.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

41


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    YEAR ENDED
OCTOBER 31
 
       2004     2003     2002     2001     2000     1999  

HEALTH SCIENCES FUND — INVESTOR CLASS

 

                             

Net Asset Value — Beginning of Period

     $38.53     $47.56     $45.78     $55.52     $58.39     $62.12  

INCOME FROM INVESTMENT OPERATIONS

                                      

Net Investment Income (Loss)

     (0.24 ) (a)   (0.28 ) (a)   (0.38 ) (a)   (0.12 ) (a)   (0.06 ) (a)   0.14 (a)

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     11.59     (8.75 )   2.18     (0.51 )   3.53     5.02  

Total from Investment Operations

     11.35     (9.03 )   1.80     (0.63 )   3.47     5.16  

LESS DIVIDENDS

                                      

Dividends from net investment income

                     (0.25 )   (0.04 )

Return of capital

             (0.02 )   (9.11 )   (6.09 )   (8.85 )

Total Distributions

             (0.02 )   (9.11 )   (6.34 )   (8.89 )

Net Asset Value — End of Period

     $49.88     $38.53     $47.56     $45.78     $55.52     $58.39  


TOTAL RETURN (b)

     29.46%     (18.99 )%   3.95%     (4.12 )%   6.30%     8.44%  

RATIOS/SUPPLEMENTAL DATA

                                      

Net Assets — End of Period
(000s Omitted)

     $1,035,524     $954,765     $1,475,313     $1,580,378     $1,622,624     $1,574,020  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

                                      

With Fee Waivers and Expense Reimbursements

     1.45% (c)   1.44%     1.31%     1.23%     1.18% (d)   1.22%  

Without Fee Waivers and Expense Reimbursements

     1.47% (c)   1.44%     1.31%     1.23%     1.18% (d)   1.22%  

Ratio of Net Investment Income
(Loss) to Average Net Assets

     (0.54 )% (c)   (0.68 )%   (0.75 )%   (0.20 )%   (0.22 )% (d)   0.07%  

Portfolio Turnover Rate (c)

     124%     179%     160%     177%     107%     127%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustment in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $1,041,907,166.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

42


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31
 
       2004      2003  

HEALTH SCIENCES FUND — CLASS A

               

Net Asset Value — Beginning of Period

     $38.56      $47.56  

INCOME FROM INVESTMENT OPERATIONS

               

Net Investment Income (Loss)

     (0.22 ) (a)    (0.22 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     11.60      (8.78 )

Total From Investment Operations

     11.38      (9.00 )

Net Asset Value — End of Period

     $49.94      $38.56  


TOTAL RETURN (b)

     29.51%      (18.92% )

RATIOS/SUPPLEMENTAL DATA

               

Net Assets — End of Period (000s Omitted)

     $5,517      $3,731  

Ratio of Expenses to Average Net Assets

               

With Fee Waivers and Expense Reimbursements

     1.40% (c )    1.41%  

Without Fee Waivers and Expense Reimbursements

     2.20% (c )    1.88%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.49 )% (c)    (0.69 )%

Portfolio Turnover Rate

     124%      179%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $3,084,299.

 

       YEAR ENDED
MARCH 31
 
       2004     2003  

HEALTH SCIENCES FUND — CLASS B

              

Net Asset Value — Beginning of Period

     $38.34     $47.56  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.52 ) (a)   (0.44 ) (a)

Net Gains (losses) on Securities (Both Realized and Unrealized)

     11.51     (8.78 )

Total from Investment Operations

     10.99     (9.22 )

Net Asset Value — End of Period

     $49.33     $38.34  


TOTAL RETURN (b)

     28.66%     (19.39 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $1,983     $621  

Ratio of Expenses to Average Net Assets

              

With Fee Waivers And Expense Reimbursements

     2.05% (c )   2.06%  

Without Fee Waivers and Expense Reimbursements

     3.07% (c )   2.51%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.14 )% (c)   (1.22 )%

Portfolio Turnover Rate

     124%     179%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $1,204,792.

 

43


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

HEALTH SCIENCES FUND — CLASS C

                                

Net Asset Value, Beginning of Period

     $37.27     $46.68     $45.40     $55.50     $62.05  

INCOME FROM INVESTMENT OPERATIONS:

                                

Net Investment Income (Loss)

     (0.79 ) (a)   (1.20 )   (0.35 )   (0.05 )   (0.03 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     11.14     (8.21 )   1.65     (0.94 )   (6.52 )

Total from Investment Operations

     10.35     (9.41 )   1.30     (0.99 )   (6.55 )

LESS DISTRIBUTIONS:

                                

Distributions from Net Realized Gains

                 (9.11 )    

Return of Capital

             (0.02 )        

Net Asset Value, End of Period

     $47.62     $37.27     $46.68     $45.40     $55.50  


TOTAL RETURN (b)

     27.77%     (20.16 )%   2.85%     (4.79 )%   (10.56 )%

RATIOS/SUPPLEMENTAL DATA:

                                

Net Assets, End of Period (000s Omitted)

     $6,688     $5,846     $15,892     $10,767     $470  

Ratio of Expenses to Average Net Assets:

                                

With Fee Waivers and Expense Reimbursements

     2.75% (c )   2.81%     2.26%     2.03%     1.65% (d )

Without Fee Waivers and Expense Reimbursements

     3.35% (c )   3.27%     2.26%     2.03%     1.65% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.84 )% (c)   (2.04 )%   (1.70 )%   (1.08 )%   (0.54 )% (d)

Portfolio Turnover Rate (e)

     124%     179%     160%     177%     107%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $6,869,665.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

44


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     NOVEMBER 30,
2000 (DATE SALES
COMMENCED)
THROUGH
MARCH 31
 
       2004     2003     2002     2001  

HEALTH SCIENCES FUND — CLASS K

                          

Net Asset Value — Beginning of Period

     $37.81     $46.98     $45.43     $55.84  

INCOME FROM INVESTMENT OPERATIONS

                          

Net Investment Income (Loss)

     (0.57 ) (a)   (0.23 )   (0.48 ) (a)   (0.22 )

Net Gains or (Losses) on Securities (Both Realized and Unrealized)

     11.33     (8.94 )   2.05     (10.19 )

Total from Investment Operations

     10.76     (9.17 )   1.57     (10.41 )

Return of Capital

             (0.02 )    

Net Asset Value — End of Period

     $48.57     $37.81     $46.98     $45.43  


TOTAL RETURN (b)

     28.46%     (19.50 )%   3.42%     (18.64 )%

RATIOS/SUPPLEMENTAL DATA

                          

Net Assets — End of Period (000s Omitted)

     $2,987     $1,990     $2,405     $1  

Ratio of Expenses to Average Net Assets

With Fee Waivers and Expense Reimbursements

     2.19% (c )   2.07%     1.71%     3.62% (d )

Without Fee Waivers and Expense Reimbursements

     2.30% (c )   2.07%     1.71%     3.62% (d )

Ratio of Net Investment (Loss) to Average Net Assets

     (1.28 )% (c)   (1.29 )%   (1.09 )%   (2.75 )% (d)

Portfolio Turnover Rate (c)

     124%     179%     160%     177%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios exclude expense offset arrangements and are based on average daily net assets of $2,718,377.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

45


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    YEAR
ENDED
OCTOBER 31
 
       2004     2003     2002     2001     2000     1999  

LEISURE FUND — INVESTOR CLASS

                                      

Net Asset Value — Beginning of Period

     $30.83     $38.95     $37.13     $47.12     $43.21     $27.92  

INCOME FROM INVESTMENT OPERATIONS

                                      

Net Investment Income (Loss)

     (0.14 ) (a)   (0.23 ) (a)   (0.03 )   (0.00 )   (0.13 ) (a)   (0.00 )

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     12.06     (7.89 )   2.21     (3.05 )   7.27     17.20  

Total from Investment Operations

     11.92     (8.12 )   2.18     (3.05 )   7.14     17.20  

Less Distributions from Net Realized Gains

             (0.36 )   (6.94 )   (3.23 )   (1.91 )

Net Asset Value — End of Period

     $42.75     $30.83     $38.95     $37.13     $47.12     $43.21  


TOTAL RETURN (b)

     38.66%     (20.87 )%   6.01%     (5.50 )%   17.34%     65.13%  

Ratios/supplemental data

                                      

Net Assets — End of Period (000s Omitted)

     $702,969     $536,108     $799,465     $607,428     $549,523     $443,348  


Ratio of Expenses to Average Net Assets

     1.49% (c )   1.50%     1.40%     1.36%     1.28% (d )   1.44%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.38 )% (c)   (0.69 )%   (0.64 )%   (0.51 )%   (0.65 )% (d)   (0.68 )%

Portfolio Turnover Rate (e)

     20%     20%     27%     28%     23%     35%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $653,309,344.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

46


Financial Highlights (continued)

 

      

YEAR ENDED

MARCH 31

 
LEISURE FUND — CLASS A      2004     2003  

Net Asset Value — Beginning of Period

     $30.88     $38.96  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.14 ) (a)   (0.17 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     12.09     (7.91 )

Total from Investment Operations

     11.95     (8.08 )

Net Asset Value — End of Period

     $42.83     $30.88  

    

 

TOTAL RETURN (b)

     38.70%     (20.74 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $66,510     $27,175  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

     1.48% (c )   1.42%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (0.37 )% (c)   (0.56 )%

Portfolio turnover rate

     20%     20%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily net assets of $47,932,590.

 

 

       YEAR ENDED
MARCH 31
 
LEISURE FUND — CLASS B      2004     2003  

Net Asset Value — Beginning of Period

     $30.65     $38.96  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.40 ) (a)   (0.38 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     11.97     (7.93 )

Total from Investment Operations

     11.57     (8.31 )

Net Asset Value — End of Period

     $42.22     $30.65  

    

 

TOTAL RETURN (b)

     37.75%     (21.33 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $18,814     $8,268  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

              

With Fee Waivers and/or Expense Reimbursements

     2.15% (c )   2.14%  

Without Fee Waivers and/or Expense Reimbursements

     2.26% (c )   2.23%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.04 )% (c)   (1.29 )%

Portfolio Turnover Rate

     20%     20%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily net assets of $13,944,786.

 

47


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

LEISURE FUND — CLASS C

                                

Net Asset Value — Beginning of Period

     $30.00     $38.29     $36.80     $47.09     $45.51  

INCOME FROM INVESTMENT OPERATIONS

                                

Net Investment Income (Loss)

     (0.46 ) (a)   (0.18 )   (0.17 )   (0.13 )   (0.02 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     11.70     (8.11 )   2.02     (3.22 )   1.60  

Total from Investment Operations

     11.24     (8.29 )   1.85     (3.35 )   1.58  

Less Distributions from Net Realized Gains

             (0.36 )   (6.94 )    

Net Asset Value — End of Period

     $41.24     $30.00     $38.29     $36.80     $47.09  


TOTAL RETURN (b)

     37.47%     (21.65 )%   5.10%     (6.18 )%   3.47%  

RATIOS/SUPPLEMENTAL DATA

                                

Net Assets — End of Period (000s Omitted)

     $28,383     $17,768     $16,307     $5,388     $84  

Ratio of Expenses to Average Net Assets

     2.36% (c )   2.44%     2.26%     2.08%     1.71% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.25 )% (c)   (1.62 )%   (1.48 )%   (1.08 )%   (0.42 )% (d)

Portfolio Turnover Rate (e)

     20%     20%     27%     28%     23%  
(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $24,742,899.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

48


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31
    DECEMBER 14,
2001 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002  

LEISURE FUND — CLASS K

                    

Net Asset Value — Beginning of Period

     $30.74     $38.98     $36.11  

INCOME FROM INVESTMENT OPERATIONS

Net Investment Income (Loss)

     (0.39 ) (a)   (0.06 )   (0.09 ) (a)

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     12.01     (8.18 )   2.96  

Total from Investment Operations

     11.62     (8.24 )   2.87  

Net Asset Value — End of Period

     $42.36     $30.74     $38.98  

    

 

 

TOTAL RETURN (b)

     37.80%     (21.14 )%   7.95%  

RATIOS/SUPPLEMENTAL DATA

                    

Net Assets — End of Period (000s Omitted)

     $117,792     $67,465     $62,226  

RATIO OF EXPENSES TO AVERAGE NET ASSETS

                    

With Fee Waivers and/or Expense Reimbursements

     2.14% (c )   1.87%     1.23% (d )

Without Fee Waivers and/or Expense Reimbursements

     2.14% (c )   2.21%     1.23% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.03 )% (c)   (1.05 )%   (0.48 )% (d)

Portfolio Turnover Rate (e)

     20%     20%     27%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $98,689,681.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

49


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    YEAR ENDED
OCTOBER 31
 
       2004     2003     2002     2001     2000     1999  

TECHNOLOGY FUND — INVESTOR CLASS

                                      

Net Asset Value — Beginning of Period

     $16.90     $30.41     $35.60     $101.92     $58.17     $28.07  

INCOME FROM INVESTMENT OPERATIONS

                                      

Net Investment Income (Loss)

     (0.35 ) (a)   (0.14 )   (0.08 )   (0.10 )   (0.03 )   (0.07 )

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     7.94     (13.37 )   (5.11 )   (63.58 )   47.69     30.17  

Total From Investment Operations

     7.59     (13.51 )   (5.19 )   (63.68 )   47.66     30.10  

Less Distributions from Net Realized Gains

                 (2.64 )   (3.91 )    

Net Asset Value — End of Period

     $24.49     $16.90     $30.41     $35.60     $101.92     $58.17  


TOTAL RETURN (b)

     44.91%     (44.43 )%   (14.58 )%   (63.54 )%   85.87%     107.23%  

RATIOS/SUPPLEMENTAL DATA

                                      

Net Assets — End of Period (000s Omitted)

     $1,347,335     $853,530     $1,865,251     $2,181,879     $5,034,087     $2,081,613  

Ratio of Expenses to Average Net Assets

     1.72% (c )(d)   1.77%     1.37%     0.98%     0.88% (e )   1.20%  

Ratio of Net Investment Income (Loss) to
Average Net Assets

     (1.53 )% (d)   (1.46 )%   (1.08 )%   (0.47 )%   (0.48 )% (e)   (0.79 )%

Portfolio Turnover Rate (f)

     141%     107%     79%     85%     28%     143%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) After expense reimbursements. Ratio prior to expense reimbursements for the year ended March 31, 2004 is 1.75%.
(d) Ratios are based on average daily net assets of $1,214,859,367.
(e) Annualized.
(f) Not annualized for periods less than one year.

 

50


Financial Highlights (continued)

 

       YEAR ENDED
MARCH 31,
 
       2004     2003  

TECHNOLOGY FUND — CLASS A

              

Net Asset Value — Beginning of Period

     $16.98     $30.41  

INCOME FROM INVESTMENT OPERATIONS

              

Net Investment Income (Loss)

     (0.33 ) (a)   (0.20 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     8.06     (13.23 )

Total from Investment Operations

     7.73     (13.43 )

Net Asset Value — End of Period

     $24.71     $16.98  


TOTAL RETURN (b)

     45.52%     (44.16 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $410,407     $4,460  

Ratio of Expenses to Average Net Assets:

              

With Fee Waivers and/or Expense Reimbursements

     1.50% (c )   1.47%  

Without Fee Waivers and/or Expense Reimbursements

     1.93% (c )   1.51%  

Ratio of Net Investment Income (loss) to Average Net Assets

     (1.31 )% (c)   (1.12 )%

Portfolio Turnover Rate

     141%     107%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily net assets of $162,018,311.

 

       YEAR ENDED
MARCH 31,
 
       2004     2003  

TECHNOLOGY FUND — CLASS B

              

Net Asset Value — Beginning of Period

     $16.84     $30.41  

Income from Investment Operations:

              

Net Investment Income (Loss)

     (0.48 ) (a)   (0.27 ) (a)

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     7.93     (13.30 )

Total from Investment Operations

     7.45     (13.57 )

Net Asset Value — End of Period

     $24.29     $16.84  


TOTAL RETURN (b)

     44.24%     (44.62 )%

RATIOS/SUPPLEMENTAL DATA

              

Net Assets — End of Period (000s Omitted)

     $125,597     $532  

Ratio of Expenses to Average Net Assets:

              

With Fee Waivers and/or Expense Reimbursements

     2.15% (c )   2.15%  

Without Fee Waivers and/or Expense Reimbursements

     3.16% (c )   2.74%  

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.96 )% (c)   (1.71 )%

Portfolio Turnover Rate

     141%     107%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily net assets of $48,718,737.

 

51


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004     2003     2002     2001     2000  

TECHNOLOGY FUND — CLASS C

                                

Net Asset Value — Beginning of Period

     $16.39     $29.73     $35.22     $101.85     $95.51  

INCOME FROM INVESTMENT OPERATIONS

                                

Net Investment Income (Loss)

     (0.45 ) (a)   (0.62 )   (0.22 )   (0.18 )   (0.15 ) (a)

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     7.70     (12.72 )   (5.27 )   (63.81 )   6.49  

Total from Investment Operations

     7.25     (13.34 )   (5.49 )   (63.99 )   6.34  

Less Distributions from Net Realized Gains

                 (2.64 )    

Net Asset Value — End of Period

     $23.64     $16.39     $29.73     $35.22     $101.85  


TOTAL RETURN (b)

     44.23%     (44.87 )%   (15.59 )%   (63.89 )%   6.63%  

RATIOS/SUPPLEMENTAL DATA

                                

Net Assets — End of Period (000s Omitted)

     $37,191     $5,759     $18,910     $15,919     $2,970  

Ratio of Expenses to Average Net Assets

                                

With Fee Waivers and/or Expense Reimbursements

     2.15% (c )   2.69%     2.54%     1.86%     1.45% (d )

Without Fee Waivers and/or Expense Reimbursements

     3.20% (c )   3.95%     2.54%     1.86%     1.45% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.96 )% (c)   (2.39 )%   (2.26 )%   (1.30 )%   (1.03 )% (d)

Portfolio Turnover Rate (e)

     141%     107%     79%     85%     28%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $19,163,775.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

52


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31    

NOVEMBER 30,
2000 (DATE SALES
COMMENCED) TO

MARCH 31

 
       2004     2003      2002     2001  

TECHNOLOGY FUND — CLASS K

                           

Net Asset Value — Beginning of Period

     $16.78     $30.22      $35.09     $60.01  

INCOME FROM INVESTMENT OPERATIONS

                           

Net Investment Income (Loss)

     (0.42 ) (a)   (0.07 )    (0.27 ) (a)   (0.82 )

Net Gains (Losses) on Securities (Both Realized and Unrealized)

     7.85     (13.37 )    (4.60 )   (24.10 )

Total from Investment Operations

     7.43     (13.44 )    (4.87 )   (24.92 )

Net Asset Value — End of Period

     $24.21     $16.78      $30.22     $35.09  


TOTAL RETURN (b)

     44.28%     (44.47 )%    (13.85 )%   (41.54 )%

RATIOS/SUPPLEMENTAL DATA

                           

Net Assets — End of Period (000s Omitted)

     $20,224     $22,156      $27,147     $1  

Ratio of Expenses to Average Net Assets

                           

With Fee Waivers and/or Expense Reimbursements

     2.12% (c )   1.88%      1.28%     5.18% (d )

Without Fee Waivers and/or Expense Reimbursements

     2.74% (c )   2.49%      1.28%     5.18% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     (1.93 )% (c)   (1.55 )%    (1.15 )%   (4.67 )% (d)

Portfolio Turnover Rate (e)

     141%     107%      79%     85%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $26,671,750.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

53


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    YEAR ENDED
OCTOBER 31
 
       2004      2003     2002     2001     2000     1999  

UTILITIES FUND — INVESTOR CLASS

                                       

Net Asset Value — Beginning of Period

     $8.19      $10.66     $16.20     $20.42     $17.68     $14.73  

INCOME FROM INVESTMENT OPERATIONS

                                       

Net Investment Income

     0.22 (a )    0.23     0.15     0.13     0.04     0.17  

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     2.01      (2.46 )   (5.54 )   (3.22 )   3.95     3.20  

Total from Investment Operations

     2.23      (2.23 )   (5.39 )   (3.09 )   3.99     3.37  

LESS DISTRIBUTIONS

                                       

Dividends from Net Investment Income

     (0.24 )    (0.24 )   (0.15 )   (0.13 )   (0.04 )   (0.21 )

Distributions from Net Realized Gains

                  (1.00 )   (1.21 )   (0.21 )

Total Distributions

     (0.24 )    (0.24 )   (0.15 )   (1.13 )   (1.25 )   (0.42 )

Net Asset Value — End of Period

     $10.18      $8.19     $10.66     $16.20     $20.42     $17.68  


TOTAL RETURN (b)

     27.50%      (20.99 )%   (33.34 )%   (15.18 )%   23.99%     23.22%  

RATIOS/SUPPLEMENTAL DATA

                                       

Net Assets — End of Period (000s Omitted)

     $69,065      $72,749     $124,578     $232,877     $260,554     $223,334  

Ratio of Expenses to Average Net Assets

                                       

With Fee Waivers and Expense Reimbursements

     1.30% (c )    1.30%     1.30%     1.30%     1.24% (d )   1.26%  

Without Fee Waivers and Expense Reimbursements

     2.01% (c )    1.90%     1.57%     1.40%     1.33% (d )   1.43%  

Ratio of Net Investment Income to
Average Net Assets

     2.37% (c )    2.63%     1.09%     0.74%     0.50% (d )   1.02%  

Portfolio Turnover Rate (e)

     101%      64%     56%     49%     18%     32%  
(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $74,551,019.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

54


Financial Highlights (continued)

 

       CLASS A  
      

YEAR ENDED

MARCH 31

 
       2004      2003  

UTILITIES FUND — CLASS A

               

Net Asset Value — Beginning of Period

     $8.13      $10.66  

INCOME FROM INVESTMENT OPERATIONS

               

Net Investment Income

     0.22 (a )    0.16  

Net Gains (losses) on Securities (Both Realized and Unrealized)

     1.98      (2.40 )

Total from Investment Operations

     2.20      (2.24 )

Less Dividends from Net Investment Income

     (0.23 )    (0.29 )

Net Asset Value — End of Period

     $10.10      $8.13  

    

  

TOTAL RETURN (b)

     27.33%      (21.05 )%

RATIOS/SUPPLEMENTAL DATA

               

Net Assets — End of Period (000s Omitted)

     $101,899      $450  

Ratio of Expenses to Average Net Assets

               

With Fee Waivers and Expense Reimbursements

     1.40% (c )    1.41%  

Without Fee Waivers and Expense Reimbursements

     1.77% (c )    1.74%  

Ratio of Net Investment Income to Average Net Assets

     2.27% (c )    2.79%  

Portfolio Turnover Rate

     101%      64%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily net assets of $36,771,497.

 

       CLASS B  
      

YEAR ENDED

MARCH 31

 
       2004      2003  

UTILITIES FUND — CLASS B

               

Net Asset Value — Beginning of Period

     $8.15      $10.66  

INCOME FROM INVESTMENT OPERATIONS

               

Net Investment Income

     0.16 (a )    0.13  

Net Gains (losses) on Securities (Both Realized and Unrealized)

     1.98      (2.43 )

Total from Investment Operations

     2.14      (2.30 )

Less Dividends from Net Investment Income

     (0.16 )    (0.21 )

Net Asset Value — End of Period

     $10.13      $8.15  

    

  

TOTAL RETURN (b)

     26.47%      (21.67 )%

RATIOS/SUPPLEMENTAL DATA

               

Net Assets — End of Period (000s Omitted)

     $34,606      $193  

Ratio of Expenses to Average Net Assets

               

With Fee Waivers and Expense Reimbursements

     2.05% (c )    2.14%  

Without Fee Waivers and Expense Reimbursements

     2.79% (c )    2.69%  

Ratio of Net Investment Income to Average Net Assets

     1.62% (c )    1.84%  

Portfolio Turnover Rate

     101%      64%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and does not include sales charges.
(c) Ratios are based on average daily new assets of $12,952,356.

 

55


Financial Highlights (continued)

 

       YEAR ENDED MARCH 31     FEBRUARY 14,
2000 (DATE SALES
COMMENCED) TO
MARCH 31
 
       2004      2003     2002     2001     2000  

UTILITIES FUND — CLASS C

                                 

Net Asset Value — Beginning of Period

     $8.22      $10.63     $16.08     $20.40     $19.91  

INCOME FROM INVESTMENT OPERATIONS

                                 

Net Investment Income (Loss)

     0.16 (a )    0.15     0.03     (0.00 ) (a)   (0.01 )

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

     1.98      (2.47 )   (5.48 )   (3.22 )   0.52  

Total from Investment Operations

     2.14      (2.32 )   (5.45 )   (3.22 )   0.51  

Less Distributions

                                 

Dividends from Net Investment Income

     (0.15 )    (0.09 )   (0.00 )   (0.10 )   (0.02 )

Distributions from Net Realized Gains

                  (1.00 )    

Total Distributions

     (0.15 )    (0.09 )   (0.00 )   (1.10 )   (0.02 )

Net Asset Value — End of Period

     $10.21      $8.22     $10.63     $16.08     $20.40  


TOTAL RETURN (b)

     26.17%      (21.85 )%   (33.87 )%   (15.83 )%   2.58%  

RATIOS/SUPPLEMENTAL DATA

                                 

Net Assets — End of Period (000s Omitted)

     $6,437      $667     $1,799     $3,579     $248  

Ratio of Expenses to Average Net Assets

                                 

With Fee Waivers and Expense Reimbursements

     2.05% (c )    2.05%     2.04%     2.07%     1.83% (d )

Without Fee Waivers and Expense Reimbursements

     3.14% (c )    3.70%     2.45%     2.11%     1.83% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

     1.62% (c )    1.75%     0.32%     (0.02 )%   (0.32 )% (d)

Portfolio Turnover Rate (e)

     101%      64%     56%     49%     18%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America, does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $2,783,801.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

56


July 30, 2004

 

AIM SECTOR FUNDS

INVESCO ENERGY FUND — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO FINANCIAL SERVICES FUND — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO GOLD & PRECIOUS METALS FUND — INVESTOR CLASS, CLASS A, B, AND C

INVESCO HEALTH SCIENCES FUND — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO LEISURE FUND — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO TECHNOLOGY FUND — INVESTOR CLASS, CLASS A, B, C, AND K

INVESCO UTILITIES FUND — INVESTOR CLASS, CLASS A, B, AND C

 

You may obtain additional information about the Funds from several sources:

 

Financial Reports. Although this Prospectus describes the Funds’ anticipated investments and operations, the Funds also prepare annual and semiannual reports that detail the Funds’ actual investments at the report date. These reports include discussion of each Fund’s recent performance, as well as the effect of market and general economic trends and a Fund’s investment strategy on each Fund’s performance. The annual report also includes the report of the Funds’ independent accountants.

 

Statement of Additional Information. The Statement of Additional Information (SAI) dated July 30, 2004 is a supplement to this Prospectus and has detailed information about the Funds and their investment policies and practices. A current SAI for the Funds is on file with the Securities and Exchange Commission and is incorporated into this Prospectus by reference; in other words, the SAI is legally a part of this Prospectus, and you are considered to be aware of the contents of the SAI.

 

Internet. The current Prospectuses of the Funds may be accessed through the AIM Web site at aiminvestments.com. In addition, the Prospectuses, SAI, annual report, and semiannual report of the Funds are available on the SEC Web site at www.sec.gov.

 

To obtain a free copy of the current Prospectuses, SAI, annual report, or semiannual report, write to AIM Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739; or call 1-800-347-4246. Copies of these materials are also available (with a copying charge) from the SEC’s Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549-0102. Information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 1-202-942-8090 or by electronic request at the following E-mail address: publicinfo@sec.gov. The SEC file numbers for the Funds are 811-3826 and 002-85905.

 

57


INVESCO TECHNOLOGY FUND  — INSTITUTIONAL CLASS

 

A no-load class of shares of a mutual fund designed for investors seeking long-term growth from the technology sector.

TABLE OF CONTENTS    

Investment Goals, Strategies, And Risks2

Fund Performance3

Fees And Expenses 4

Investment Risks 4

Principal Risks Associated With The Fund 5

Temporary Defensive Positions 6

Portfolio Turnover 6

Fund Management 7

Portfolio Managers 7

Potential Rewards 7

Share Price 8

Tools Used to Combat Excessive Short-Term Trading Activity 8

How To Buy Shares1 0

Your Account Services1 3

How To Sell Shares1 3

Taxes14

Dividends And Capital Gain Distributions15

Financial Highlights16

 

The Securities and Exchange Commission has not approved or disapproved the shares of the Fund. Likewise, the

Commission has not determined if this Prospectus is truthful or complete. Anyone who tells you otherwise is committing a federal crime.

 

AIM SECTOR FUNDS

LOGO

 

PROSPECTUS | July 30, 2004


A I M Advisors, Inc. (“AIM” or the “advisor”) is the investment advisor for the Fund, and INVESCO Institutional (N.A.), Inc.-Denver Division (“INVESCO Institutional” or the “sub-advisor”) serves as the sub-advisor for the Fund. On November 20, 2003, the series portfolios of AIM Sector Funds, Inc., a Maryland corporation (the “Company”), were redomesticated as the Funds, which are series portfolios of AIM Sector Funds, a Delaware statutory trust the “Trust”. INVESCO Institutional is an affiliate of AIM.

 

This Prospectus contains important information about the Fund’s Institutional Class shares, which are offered only to institutional investors and qualified retirement plans. The Fund also offers one or more additional classes of shares through a separate prospectus. Each of the Fund’s classes has varying expenses, with resulting effects on their performance. You can choose the class of shares that is best for you based on how much you plan to invest and other relevant factors discussed in “How To Buy Shares.” To obtain additional information about other classes of shares, contact A I M Distributors, Inc. (“ADI”) at 1-800-347-4246.

 

This Prospectus will tell you more about:

 

LOGO

 

Investment Goals & Strategies

LOGO

 

Potential Investment Risks

LOGO

 

Past Performance


 

LOGO

 

LOGO

Investment Goals, Strategies, And Risks

FOR MORE DETAILS ABOUT THE FUND’S CURRENT INVESTMENTS AND MARKET OUTLOOK, PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.   

The Fund seeks capital growth. It is actively managed. The Fund invests primarily in equity securities that the sub-advisor believes will rise in price faster than other securities, as well as options and other investments whose values are based upon the values of equity securities.

 

The Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies engaged in technology-related industries. These include, but are not limited to, various applied technologies, hardware, software, semiconductors, telecommunications equipment and services, and service-related companies in information technology. Many of these products and

services are subject to rapid obsolescence, which may lower the market value of the securities of the companies in this sector. At any given time, 20% of the Fund’s assets are not required to be invested in the sector. To determine whether a potential investment is truly doing business in the technology sector, a company must meet at least one of the following tests:

  n At least 50% of its gross income or its net sales must come from activities in the technology sector;
  n At least 50% of its assets must be devoted to producing revenues from the technology sector; or
  n Based on other available information, we determine that its primary business is within the technology sector.

 

The Fund may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depository Receipts are not subject to this 25% limitation.

 

The sub-advisor uses a research-oriented “bottom-up” investment approach to create the Fund’s investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that the Advisor believes will generate above-average long-term capital appreciation.

 

A core portion of the Fund’s portfolio is invested in market-leading technology companies among various subsectors in the technology universe that we believe will maintain or improve their market share regardless of overall economic conditions. These companies are leaders in their field and are believed to have a strategic advantage over many of their competitors. The remainder of the Fund’s portfolio consists of faster-growing, more volatile technology companies that the sub-advisor believes to be emerging leaders in their fields. The market prices of these companies tend to rise and fall more rapidly than those of larger, more established companies.

 

Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company’s growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style.

 

As a sector fund, the portfolio is concentrated in a comparatively narrow segment of the economy. This means the Fund’s investment concentration in a sector is higher than most mutual funds and the broad securities markets. Consequently, the Fund tends to be more volatile than other mutual funds and the value of the portfolio investments and consequently an investment in the Fund tend to go up and down more rapidly.

 

Other principal risks involved in investing in the Fund are market, foreign securities, liquidity, derivatives, counterparty, and lack of timely information risks. These risks are described and discussed later in the Prospectus under the headings “Investment Risks” and “Principal Risks Associated With The Fund.” An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. As with any other mutual fund, there is always a risk that you may lose money on your investment in the Fund.

 

2


LOGO Fund Performance

 

The bar chart below shows the Fund’s Institutional Class shares’ actual yearly performance (commonly known as its “total return”) for the years ended December 31 since inception. The table below shows pre-tax and after-tax average annual total returns for various periods ended December 31, 2003 compared to the S&P 500 Index.

 

After-tax returns are provided on a pre-redemption and post-redemption basis. Pre-redemption returns assume you continue to hold your shares and pay taxes on Fund distributions (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon selling or exchanging shares. Post-redemption returns assume payment of taxes on fund distributions and also that you close your account and pay remaining federal taxes. After-tax returns are calculated using the highest individual federal income tax rates in effect at the time the distribution is paid. State and local taxes are not considered. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. For investors holding their shares in tax-deferred arrangements such as 401(k) plans or individual retirement accounts, the after-tax returns shown are not relevant.

 

The information in the bar chart and table illustrates the variability of the Fund’s Institutional Class shares’ total return. The table shows the Fund’s performance compared to a broad-based securities market index, a style specific index and a peer group index. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below. Remember, past performance (before and after taxes) does not indicate how a Fund will perform in the future.

 

TECHNOLOGY FUND — INSTITUTIONAL CLASS

ACTUAL ANNUAL TOTAL RETURN 1, 2, 3

LOGO
Best Calendar Qtr.      12/99    66.90%
Worst Calendar Qtr.     9/01    (41.35%)

 

    

AVERAGE ANNUAL TOTAL RETURN

AS OF 12/31/03

 
     1 YEAR      5 YEAR        SINCE
INCEPTION
 

Technology Fund — Institutional Class 1,2

                      

Return Before Taxes

   44.37      (4.28 )      (3.62 )

Return After Taxes on Distributions

   44.37      (4.77 )      (4.12 )

Return After Taxes on Distributions and Sale of Fund Shares

   28.84      (3.50 )      (2.96 )

S&P 500 Index 4,5

                      

(reflects no deduction for fees, expenses or taxes)

   28.67      (0.57 )      (0.57 ) 3

Goldman Sach s Tech. Composite Index 6

   53.64      N/A        N/A  

Lipper Science & Technology Fund Index 7

   51.31      (2.89 )      (2.89 )

 

1 Total return figures include reinvested dividends and capital gain distributions and the effect of the Institutional Class expenses. Total returns are for a class of shares with a full calendar year of performance.
2 Return before taxes for Institutional Class shares of the Fund year-to-date as of the calendar quarter ended June 30, 2004 was 0.04%.
3 Since inception of Institutional Class of shares on December 21, 1998. Index comparison begins on December 31, 1998.
4 The S&P 500 Index is an unmanaged index considered representative of the performance of the broad U.S. stock market. Please keep in mind that the index does not pay brokerage, management, or administrative expenses, all of which are paid by the Institutional Class and are reflected in its annual returns.
5 The fund has also included the Goldman Sachs Technology Composite Index which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Science & Technology Fund Index (which may or may not include the fund) is included for comparison to a peer group.
6 The Goldman Sachs Technology Composite Index is a modified capitalization-weighted index currently composed of 178 companies involved in the technology industry. The index is rebalanced semiannually and becomes effective after the close of business on expiration Friday, or the third Friday, of January and July.
7 The Lipper Science & Technology Fund Index is an equally weighted representation of the 30 largest funds that make up the Lipper Science & Technology category. These funds invest more than 65% of their portfolios in science and technology stocks.

 

3


Fees And Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.

 

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

You pay no fees to purchase Institutional Class shares of the Fund, to exchange to another INVESCO or the AIM Fund, or to sell your shares. Accordingly, no fees are paid directly from your shareholder account.

 

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS 1,2

INVESCO Technology Fund — Institutional Class       

Management Fees

     0.62%

Distribution and Service (12b-1) Fees

     None

Other Expenses

     0.32%
      

Total Annual Fund Operating Expenses 3

     0.94%
      

 

  1 There is no guarantee that actual expenses will be the same as those shown in the table.
  2 Effective April 1, 2004 the Board of Trustees approved a revised expense allocation methodology for the Fund. Effective July 1, 2004, the Board of Trustees approved an amendment to the administrative services and transfer agency agreements. Other expenses have been restated to reflect these changes.
  3 The advisor has voluntarily agreed to waive advisory fees or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.15% on Institutional Class shares. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the caps stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund’s day-to-day operations), as defined in the Financial Accounting Standard’s Board’s Generally Accepted Accounting Principles or as approved by the Fund’s Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The expense limitation agreement may be modified or discontinued upon consultation with the Board of Trustees without further notice to investors.

 

EXPENSE EXAMPLE

The Example is intended to help you compare the cost of investing in the Institutional Class shares of the Fund to the cost of investing in other mutual funds.

 

The Example assumes that you invested $10,000 in the Institutional Class shares of the Fund for the time periods indicated and redeemed all of your shares at the end of each period. The Example also assumes that your investment had a 5% return each year, and that the Fund’s Institutional Class shares’ operating expenses remain the same. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

 

1 year      3 years      5 years      10 years
$96      $300      $520      $1,155

 

LOGO

 

Investment Risks

BEFORE INVESTING IN THE FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME AND TIME HORIZON.   

You should determine the level of risk with which you are comfortable before you invest. The principal risks of investing in any mutual fund, including the Fund, are:

 

Not Insured. Mutual funds are not insured by the FDIC or any other agency, unlike bank deposits such as CDs or savings accounts.

 

No Guarantee. No mutual fund can guarantee that it will meet its investment objectives.

 

Possible Loss Of Investment. A mutual fund cannot guarantee its performance, nor assure you that the market value of your investment will increase. You may lose the money you invest, and the Fund will not reimburse you for any of these losses.

 

Volatility. The price of your mutual fund shares will increase or decrease with changes in the value of the Fund’s underlying investments and changes in the equity markets as a whole.

 

Not a Complete Investment Plan. An investment in any mutual fund does not constitute a complete investment plan. The Fund is designed to be only part of your personal investment plan.

 

4


LOGO

 

Principal Risks Associated With The Fund

You should consider the special risk factors discussed below associated with the Fund’s policies in determining the appropriateness of investing in the Fund. See the Statement of Additional Information for a discussion of additional risk factors.

 

MARKET RISK

Equity stock prices vary and may fall, thus reducing the value of the Fund’s investments. Certain stocks selected for the Fund’s portfolio may decline in value more than the overall stock market. In general, the securities of small companies are more volatile than those of mid-size companies or large companies.

 

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including currency, political, regulatory, and diplomatic risks.

 

Currency Risk. A change in the exchange rate between U.S. dollars and a foreign currency may reduce the value of the Fund’s investment in a security valued in the foreign currency, or based on that currency value.

 

Political Risk. Political actions, events, or instability may result in unfavorable changes in the value of a security.

 

Regulatory Risk. Government regulations may affect the value of a security. In foreign countries, securities markets that are less regulated than those in the U.S. may permit trading practices that are not allowed in the U.S.

 

Diplomatic Risk . A change in diplomatic relations between the U.S. and a foreign country could affect the value or liquidity of investments.

 

LIQUIDITY RISK

The Fund’s portfolio is liquid if the Fund is able to sell the securities it owns at a fair price within a reasonable time. Liquidity is generally related to the market trading volume for a particular security. Investments in smaller companies or in foreign companies or companies in emerging markets are subject to a variety of risks, including potential lack of liquidity.

 

DERIVATIVES RISK

A derivative is a financial instrument whose value is “derived,” in some manner, from the price of another security, index, asset, or rate. Derivatives include options and futures contracts, among a wide range of other instruments. The principal risk of investments in derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Some derivatives are more sensitive to interest rate changes and market price fluctuations than others. Also, derivatives are subject to counterparty risk, described below.

 

Options and futures are common types of derivatives that the Fund may occasionally use to hedge its investments. An option is the right to buy and sell a security or other instrument, index, or commodity at a specific price on or before a specific date. A future is an agreement to buy or sell a security or other instrument, index, or commodity at a specific price on a specific date. The use of options and futures may increase the performance of the Fund, but may also increase the market risk. Other types of derivatives include futures, swaps, caps, floors, and collars.

 

COUNTERPARTY RISK

This is a risk associated primarily with repurchase agreements and some derivatives transactions. It is the risk that the other party in the transaction will not fulfill its contractual obligation to complete the transaction with the Fund.

 

LACK OF TIMELY INFORMATION RISK

Timely information about a security or its issuer may be unavailable, incomplete, or inaccurate. This risk is more common to securities issued by foreign companies and companies in emerging markets than it is to the securities of U.S.-based companies.

 


 

Although the Fund generally invests in equity securities of companies in the technology sector, the Fund also may invest in other types of securities and other financial instruments, indicated in the chart below. Although these investments typically are not part of the Fund’s principal investment strategy, they may constitute a significant portion of the Fund’s portfolio, thereby possibly exposing the Fund and its investors to the following additional risks.

 

5


INVESTMENT   RISKS

American Depositary Receipts (ADRs)

   
These are securities issued by U.S. banks that represent shares of foreign corporations held by those banks. Although traded in U.S. securities markets and valued in U.S. dollars, ADRs carry most of the risks of investing directly in foreign securities.   Market, Information, Political, Regulatory, Diplomatic, Liquidity, and Currency Risks

Futures

   
A futures contract is an agreement to buy or sell a specific amount of a financial instrument (such as an index option) at a stated price on a stated date. The Fund may use futures contracts to provide liquidity and to hedge portfolio value.   Market, Liquidity, and Derivatives Risks

Options

   
The obligation or right to deliver or receive a security or other instrument, index, or commodity, or cash payment depending on the price of the underlying security or the performance of an index or other benchmark. Includes options on specific securities and stock indices, and options on stock index futures. May be used in the Fund’s portfolio to provide liquidity and hedge portfolio value.   Information, Liquidity, and Derivatives Risks

Other Financial Instruments

   
These may include forward contracts, swaps, caps, floors, and collars. They may be used to try to manage the Fund’s foreign currency exposure and other investment risks, which can cause its net asset value to rise or fall. The Fund may use these financial instruments, commonly known as “derivatives,” to increase or decrease its exposure to changing securities prices, interest rates, currency exchange rates, or other factors.  

Counterparty,

Currency, Liquidity, Market, and Regulatory Risks

Repurchase Agreements

   
A contract under which the seller of a security agrees to buy it back at an agreed-upon price and time in the future.   Counterparty Risk

 

LOGO

 

Temporary Defensive Positions

When securities markets or economic conditions are unfavorable or unsettled, we might try to protect the assets of the Fund by investing in securities that are highly liquid, such as high-quality money market instruments like short-term U.S. government obligations, commercial paper or repurchase agreements, even though that is not the normal investment strategy of the Fund. We have the right to invest up to 100% of the Fund’s assets in these securities, although we are unlikely to do so. Even though the securities purchased for defensive purposes often are considered the equivalent of cash, they also have their own risks. Investments that are highly liquid or comparatively safe tend to offer lower returns. Therefore, the Fund’s performance could be comparatively lower if it concentrates in defensive holdings.

 

LOGO

 

Portfolio Turnover

We actively manage and trade the Fund’s portfolio securities. Therefore, the Fund may have a higher portfolio turnover rate than many other mutual funds. The Fund’s portfolio turnover rate was 141% for the fiscal year ended March 31, 2004. The increase in the Fund’s portfolio turnover rate was greater than expected during the year due to active trading undertaken in response to market conditions.

 

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying and selling all of the securities in its portfolio two times in the course of a year. A comparatively high turnover rate may affect the Fund’s performance because it results in higher brokerage commissions.

 

6


Fund Management

 

INVESTMENT ADVISOR

AIM, INVESCO INSTITUTIONAL AND ADI ARE SUBSIDIARIES OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT COMPANY THAT MANAGES MORE THAN $381.4 BILLION IN ASSETS WORLDWIDE AS OF MARCH 31, 2004. AMVESCAP IS BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA, AND THE FAR EAST.   

AIM is the investment advisor for the Fund. INVESCO Institutional is the sub-advisor. INVESCO Institutional is an affiliate of AIM. AIM is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. AIM has acted as an investment advisor since its organization in 1976. Today, AIM, together with its subsidiaries, advises or manages over 200 investment portfolios, encompassing a broad range of investment objectives. INVESCO Institutional is located at 4350 South Monaco Street, Denver, Colorado 80237. As sub-advisor, INVESCO Institutional is responsible for the day-to-day management of the Fund including the investment decisions and the execution of securities transactions with respect to the Fund.

 

ADI is the Fund’s distributor and is responsible for the sale of the Fund’s shares.

 

AIM, INVESCO Institutional and ADI are subsidiaries of AMVESCAP PLC.

 

Prior to November 25, 2003, INVESCO Funds Group, Inc. (“INVESCO”) served as the investment advisor for the Fund. The following table shows the fees the Fund paid to AIM or INVESCO for its advisory services in the fiscal year ended March 31, 2004.

 

FUND    ADVISORY FEE AS A PERCENTAGE OF
AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT

Technology

   0.62%

 

Portfolio Managers

 

The following individuals are primarily responsible for the day-to-day management of the Fund:

 

William R. Keithler, Director of Sector Management, Senior Vice President and Portfolio Manager of INVESCO Institutional, is the lead Portfolio Manager of Technology Fund and has been responsible for Technology Fund since 1999. He heads the Technology Team at INVESCO Institutional. He is a CFA charterholder. Bill has been affiliated with INVESCO Institutional and/or its affiliates since 1998.

 

Michelle Fenton, Vice President and Portfolio Manager of INVESCO Institutional, is a Portfolio Manager for the Technology Fund and has been responsible for Technology Fund since 2003. She is a CFA charterholder. Michelle has been affiliated with INVESCO Institutional and/or its affiliates since 1998.

 

More information on the Fund’s management team may be found on our website (https://www.aiminvestments.com/teams). The website is not a part of this prospectus.

 

Potential Rewards

 

NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU ATTEMPT TO USE THE FUND FOR SHORT-TERM TRADING PURPOSES.   

The Fund offers shareholders the potential to increase the value of their capital over time. Like most mutual funds, the Fund seeks to provide higher returns than the market or its competitors, but cannot guarantee that performance. While the Fund invests in a single targeted market sector, it seeks to minimize risk by investing in many different companies.

 

SUITABILITY FOR INVESTORS

Only you can determine if an investment in the Fund is right for you based upon your own economic situation, the risk level with which you are comfortable and other factors. In general, the Fund is most suitable for investors who:

  n are willing to grow their capital over the long-term (at least five years).
  n can accept the additional risks and volatility associated with sector investing.
  n understand that shares of the Fund can, and likely will, have daily price fluctuations.
  n are investing through tax-deferred retirement accounts, such as traditional and Roth Individual Retirement Accounts (“IRAs”), as well as employer-sponsored qualified retirement plans, including 401(k)s and 403(b)s, all of which have longer investment horizons.

 

7


You probably do not want to invest in the Fund if you are:

  n primarily seeking current dividend income.
  n unwilling to accept potentially significant changes in the price of Fund shares.
  n speculating on short-term fluctuations in the stock markets.

 

Share Price

 

CURRENT MARKET VALUE OF FUND ASSETS

+ACCRUED INTEREST AND DIVIDENDS
-  FUND DEBTS
INCLUDING ACCRUED EXPENSES

÷NUMBER OF SHARES

=YOUR SHARE PRICE (NAV)

  

Determination of Net Asset Value

 

The price of the Fund’s shares is the Fund’s net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund’s short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

 

The Fund values all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing

exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the New York Stock Exchange (“NYSE”), events occur that may materially affect the value of the security, the Fund may value the security at its fair value as determined in good faith by or under the supervision of the Fund’s Board of Trustees. The effect of using fair value pricing is that the Fund’s net asset value will include some security prices that are not exclusively determined by the market. Because the Fund may invest in securities that are primarily listed on foreign exchanges that trade on days when the Fund does not price its shares, the value of the Fund’s assets may change on days when you will not be able to purchase or redeem Fund shares.

 

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or any earlier NYSE closing time that day. Because the Institutional Class’ expenses vary from other classes of the Fund, NAV is calculated separately for that class.

 

Timing of Orders

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The Fund prices purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. The Fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

 

Tools Used to Combat Excessive Short-Term Trading Activity

 

While the Fund provides its shareholders with daily liquidity, its investment program is designed to serve long-term investors. Excessive short-term trading activity in the Fund’s shares (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain Funds by requiring it to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time. AIM and its affiliates (collectively, the “AIM Affiliates”) currently use the following tools designed to discourage excessive short-term trading in the retail funds within The AIM Family of Funds ® and the INVESCO family of funds (together, the “AIM and INVESCO Funds”):

 

  n trade activity monitoring;

 

  n trading guidelines;

 

  n redemption fee on trades in certain AIM and INVESCO Funds; and

 

  n selective use of fair value pricing.

 

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the AIM and INVESCO Funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with shareholder interests.

 

8


TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they may, in their discretion, ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholder’s accounts other than exchanges into a money market fund. In making such judgments, the AIM Affiliates seek to act in a manner that they believe is consistent with the best interests of shareholders.

 

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

 

TRADING GUIDELINES

If a shareholder exceeds four exchanges out of an AIM or INVESCO Fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund and INVESCO U.S. Government Money Fund) per calendar year, or an AIM or INVESCO Fund or ADI determines, in its sole discretion, that a shareholder’s short-term trading activity is excessive (regardless of whether or not such shareholder exceeds such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each AIM or INVESCO Fund and ADI reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if it believes that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the movement out of (redemption) one AIM or INVESCO Fund and into (purchase) another AIM or INVESCO Fund.

 

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

 

REDEMPTION FEE

Certain shareholders may be charged a 2.00% redemption fee if the shareholders redeem, including redeeming by exchange, Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares of certain funds within 30 days of purchase. The AIM Affiliates expect to charge the redemption fee on other classes of shares when the AIM or INVESCO Funds’ transfer agent system has the capability of processing the fee across these other classes. Please see the section entitled “How to Buy Shares—Redemption Fee” for more information.

 

The ability of an AIM and INVESCO Fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder account and may be further limited by systems limitations applicable to these types of accounts. Additionally, the AIM Affiliates maintain certain retirement plan accounts on a record keeping system that is currently incapable of processing the redemption fee. The provider of this system is working to enhance the system to facilitate the processing of this fee. These are two reasons why this tool cannot eliminate the possibility of excessive short-term trading activity.

 

FAIR VALUE PRICING

The trading hours for most foreign securities end prior to the close of the NYSE, the time the AIM or INVESCO Fund’s net asset value is calculated. The occurrence of certain events after the close of foreign markets, but prior to the close of the U.S. market (such as a significant change in the U.S. market) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the AIM or INVESCO Fund may value foreign securities at fair value, taking into account such events, when it calculates its net asset value. Fair value determinations are made in good faith in accordance with procedures adopted by the Board of Directors or Trustees of the AIM or INVESCO Fund. The overall pricing methodology and pricing services can change from time to time as approved by the Board of Trustees. Please see the section entitled “Share Price” for more information.

 

Fair value pricing results in an estimated price and may reduce the possibility that short-term traders could take advantage of potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of excessive short-term trading.

 

9


How To Buy Shares

 

TO BUY SHARES AT THAT DAY’S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE OF THE NYSE, NORMALLY 4:00 P.M. EASTERN TIME.   

The Fund offers multiple classes of shares. The chart in this section shows several convenient ways to invest in the Institutional Class shares of the Fund if you invest directly through AIM Investment Services, Inc. (“AIS”), the Fund’s transfer agent. There is no charge to invest, exchange, or redeem shares when you make transactions directly through AIS. However, if you invest in the Fund through a securities broker or any other third party, you may be charged a commission or transaction fee for purchases of Fund shares.

 

 

For all new accounts, please send a completed application form, and specify the Fund or Funds and class or classes of shares you wish to purchase. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA Patriot Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the Fund verify and record your identifying information.

 

A share of each class represents an identical interest in the Fund and has the same rights, except that each class bears its own distribution and shareholder servicing charges, and other expenses. The income attributable to each class and the dividends payable on the shares of each class will be reduced by the amount of the distribution fee or service fee, if applicable, and the other expenses payable by that class.

 

AIS reserves the right to increase, reduce, or waive the Fund’s minimum investment requirements in its sole discretion, if it determines this action is in the best interests of the Fund’s shareholders. AIS also reserves the right in its sole discretion to reject any order to buy Fund shares, including purchases by exchange. If the Fund determines that you have not provided a correct social security or other tax ID number on your account application, or the Fund is not able to verify your identity as required by law, the Fund may, at its discretion, redeem the account and distribute the proceeds to you.

 

Please remember that if you pay by check or wire and your funds do not clear, you will be responsible for any related loss to the Fund or AIS. If you are already an INVESCO Funds shareholder, the Fund may seek reimbursement for any loss from your existing account(s).

 

Institutional Investors

    

Minimum Initial Investment

   $10,000,000

Minimum Balance

   $5,000,000

Minimum Subsequent Investment

   $1,000,000

Retirement Plans or Employee Benefit Plans

    

Minimum Total Plan Assets

   $100,000,000

Minimum Initial Investment

   $10,000,000

Minimum Balance

   $5,000,000

Minimum Subsequent Investment

   $1,000,000

 

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

 

10


PURCHASE OPTIONS

The following chart shows several ways to invest in the Fund if you invest directly through AIS.

 

    OPENING AN ACCOUNT   ADDING TO AN ACCOUNT
Through a Financial Consultant  

Contact your financial consultant.

The financial consultant should mail your completed account application to the transfer agent,

AIM Investment Services, Inc.,

P.O. Box 0843,

Houston, TX 77210-0843.

The financial consultant should call the transfer agent at (800) 659-1005 to receive a reference number. Then, use the following wire instructions:

Beneficiary Bank

ABA/Routing #: 113000609

Beneficiary Account Number: 00100366732

Beneficiary Account Name: AIM Investment Services, Inc.

RFB: Fund Name, Reference #

OBI: Your Name, Account #

  Same. These shares are offered only to institutional investors and qualified retirement plans. These shares are not available to retail investors. AIS does not accept cash, credit cards, travelers’ cheques, credit card checks, instant loan checks, money orders, or third party checks unless they are from another financial institution related to a retirement plan transfer.
By Telephone  

Open your account as described above.

  Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.

 

Exchange Policy. You may exchange your shares in the Fund for shares of the same class in another AIM fund or INVESCO fund on the basis of their respective NAVs at the time of the exchange.

 

FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.    Before making any exchange, be sure to review the prospectuses of the funds involved and consider the differences between the funds. Also, be certain that you qualify to purchase certain classes of shares in the new fund. An exchange is the sale of shares from one fund immediately followed by the purchase of shares in another. Therefore, any gain or loss realized on the exchange is recognizable for federal income tax purposes (unless, of course, you or your account qualifies as tax-deferred under the Internal Revenue Code). If the shares of the fund you are selling have gone up in value since you bought them, the sale portion of an exchange may result in taxable income to you.

 

We have the following policies governing exchanges:

  n Both AIM or INVESCO Fund accounts involved in the exchange must be registered in exactly the same name(s) and Social Security or federal tax I.D. number(s).
  n If you exceed four exchanges out of an AIM or INVESCO Fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund and INVESCO U.S. Government Money Fund) per calendar year, or an AIM or INVESCO Fund or ADI determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each AIM or INVESCO Fund and ADI reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if it believes that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the movement out of (redemption) one AIM or INVESCO Fund and into (purchase) another AIM or INVESCO Fund.
  n Please see the subsection entitled “Tools Used to Combat Excessive Short-Term Trading Activity — Trading Guidelines” for more information.
  n Under unusual market conditions, an AIM or INVESCO Fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM or INVESCO Funds or the distributor may modify or terminate this privilege at any time. The AIM or INVESCO Fund or ADI will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes.

 

In addition, the ability to exchange may be temporarily suspended at any time that sales of the AIM or INVESCO Fund into which you wish to exchange are temporarily stopped.

 

11


REDEMPTION FEE

You may be charged a 2.00% redemption fee (on total redemption proceeds) if you redeem, including redeeming by exchange, Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares of the following Funds (either by selling or exchanging to another AIM Fund or INVESCO Fund) within 30 days of their purchase:

 

AIM Asia Pacific Growth Fund

     AIM Global Value Fund

AIM Developing Markets Fund

     AIM International Emerging Growth Fund

AIM European Growth Fund

     AIM International Growth Fund

AIM European Small Company Fund

     AIM High Yield Fund

AIM Global Aggressive Growth Fund

     AIM Trimark Fund

AIM Global Growth Fund

     INVESCO International Core Equity Fund

AIM Global Equity Fund

     INVESCO S&P 500 Index Fund

 

The redemption fee will be paid to the AIM or INVESCO Fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the AIM or INVESCO Fund. The redemption fee is imposed to the extent that the number of AIM or INVESCO Fund shares you redeem exceeds the number of AIM or INVESCO Fund shares that you have held for more than 30 days. In determining whether the minimum 30 days holding period has been met, only the period during which you have held shares of the AIM or INVESCO Fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

 

The 2.00% redemption fee will not be charged on transactions involving the following:

 

  1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;
  2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;
  3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the “Code”) where the systematic capability to process the redemption fee does not exist;
  4) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan set up in the AIM or INVESCO Funds;
  5) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;
  6) total or partial redemptions of shares acquired through reinvestment of dividends and other distributions; or
  7) redemptions initiated by an AIM or INVESCO Fund.

 

The AIM Affiliates’ goal is to apply the redemption fee on all classes of shares regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Currently, the redemption fee may be applied on Class A, Investor Class or Institutional Class (applicable only to INVESCO S&P 500 Index Fund) shares. AIM expects to charge the redemption fee on all other classes of shares when the AIM or INVESCO Funds’ transfer agent system has the capability of processing the fee across these other classes. In addition, AIM intends to develop a plan to encourage brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to the terms above to modify computer programs to impose the redemption fee or to develop alternate processes to monitor and restrict short-term trading activity in the AIM or INVESCO Funds. Lastly, the provider of AIM’s retirement plan record keeping system is working to enhance the system to facilitate the processing of the redemption fee. Until such computer programs are modified or alternate processes are developed, the AIM or INVESCO Fund’s ability to assess a redemption fee on these types of share classes and accounts is severely limited. These are reasons why this tool cannot eliminate the possibility of excessive short-term trading activity.

 

The AIM or INVESCO Funds have the discretion to waive the 2.00% redemption fee if a fund is in jeopardy of failing the 90% income test or losing its registered investment company qualification for tax purposes.

 

Choosing a Share Class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan applicable to the class, if any, (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. Institutional Class shares are intended for use by institutions such as employee benefit plans, retirement plan sponsors, and banks acting for themselves or in a fiduciary or similar capacity. Institutional Class shares of the Fund are available for the collective and common trust funds of banks, banks investing for their own accounts and banks investing for the accounts of public entities (e.g., Taft-Hartley funds, states, cities, or government agencies) that do not pay commissions or distribution fees.

 

12


Your Account Services

 

AIS PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY, SELL OR EXCHANGE YOUR SHARES OF ANY AIM OR INVESCO MUTUAL FUND.   

Shareholder Accounts. Unless your account is held at a brokerage firm, AIS maintains your share account, which contains your current Fund holdings. The Fund does not issue share certificates.

 

Quarterly Investment Summaries. Each calendar quarter, you receive a written statement which consolidates and summarizes account activity and value at the beginning and end of the period for each of your AIM or INVESCO funds.

 

 

Transaction Confirmations. You will receive detailed confirmations of individual purchases, exchanges, and sales. If you choose certain recurring transaction plans, your transactions are confirmed on your quarterly Investment Summaries.

 

Telephone Transactions. You may buy, exchange, and sell Fund shares by telephone, unless you specifically decline these privileges when you fill out your new account Application

 

YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUT TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT OUR WEBSITE, AIMINVESTMENTS.COM   

Unless you decline the telephone transaction privileges when you fill out and sign the new account Application, a Telephone Transaction Authorization Form, or use your telephone transaction privileges, you lose certain rights if someone gives fraudulent or unauthorized instructions to AIS that result in a loss to you. In general, if AIS has followed reasonable procedures, such as recording telephone instructions and sending written transaction confirmations, AIS is not liable for following telephone instructions that it believes to be genuine. Therefore, you have the risk of loss due to unauthorized or fraudulent instructions.

 

IRAs and Other Retirement Plans. Shares of any of any AIM or INVESCO mutual fund may be purchased for IRAs and many other types of tax-deferred retirement plans. Please call AIS for information and forms to establish or transfer your existing retirement plan or account.

 

How To Sell Shares

 

The chart in this section shows several convenient ways to sell your Fund shares if you invest directly through AIS. If you invest in the Fund through a securities broker or any other third party, you may be charged a commission or transaction fee for sales of Fund shares. Shares of the Fund may be sold at any time at the next NAV calculated after your request to sell is received by AIS in proper form. Depending on Fund performance, the NAV at the time you sell your shares may be more or less than the price you paid to purchase your shares.

 

TO SELL SHARES AT THAT DAY’S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M. EASTERN TIME.    If you own shares in more than one fund, please specify the fund whose shares you wish to sell and specify the class of shares. Remember that any sale or exchange of shares in a non-retirement account will likely result in a taxable gain or loss.

 

While AIS attempts to process telephone redemptions promptly, there may be times — particularly in periods of severe economic or market disruption — when you may experience delays in redeeming shares by telephone.

 

AIS usually forwards the proceeds from the sale of fund shares within seven days after we receive your request to sell in proper form. However, payment may be postponed under unusual circumstances — for instance, if normal trading is not taking place on the NYSE, or during an emergency as defined by the Securities and Exchange Commission. If your fund shares were purchased by a check which has not yet cleared, payment will be made promptly when your purchase check does clear; that can take up to twelve business days.

 

Although the AIM Funds and the INVESCO Funds generally intend to pay redemption proceeds solely in cash, the AIM Funds and the INVESCO Funds reserve the right to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

 

13


HOW TO REDEEM SHARES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. The following chart shows several ways to sell your Fund shares if you invest directly through AIS.

 

Through a Financial Consultant   

Contact your financial consultant.

Redemption proceeds will be sent in accordance with the wire instructions specified in the account application provided to the transfer agent. The transfer agent must receive your financial intermediary’s call before the close of the customary trading session of the NYSE on days the NYSE is open for business in order to effect the redemption at the day’s closing price.

By Telephone    A person who has been authorized in the account application to effect transactions may make redemptions by telephone. You must call the transfer agent before the close of the customary trading session of the NYSE on days the NYSE is open for business in order to effect the redemption at that day’s closing price.

 

LOGO

 

Taxes

TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER.    Everyone’s tax status is unique. We manage the Fund in an effort to provide maximum total returns to all shareholders of the Fund. We generally focus on pre-tax results and ordinarily do not manage the Fund to minimize taxes. We may, nevertheless, take advantage of opportunities to mitigate taxes through management of capital gains and losses. We encourage you to consult your own tax adviser on the tax impact to you of investing directly or indirectly in the Fund.

 

The Fund customarily distributes to its shareholders substantially all of its net investment income, net capital gain and net gain from foreign currency transactions, if any. You receive a proportionate part of these distributions, depending on the percentage of the Fund’s shares that you own. These distributions are required under federal tax laws governing mutual funds. It is the intent of the Fund to distribute all investment company taxable income and net capital gain. As a result of this policy and the Fund’s qualification as a regulated investment company, it is anticipated that the Fund will not pay any federal income or excise taxes.

 

However, unless you are (or your account is) exempt from income taxes, you must include all dividends and capital gain distributions paid to you by the Fund in your taxable income for federal, state and local income tax purposes. You also may realize capital gains or losses when you sell shares of the Fund at more or less than the price you originally paid. An exchange is treated as a sale, and is a taxable event. Dividends and other distributions usually are taxable whether you receive them in cash or automatically reinvest them in shares of the distributing Fund(s) or other funds.

 

If you have not provided AIS with complete, correct tax information, the Fund is required by law to withhold from your distributions, and any money that you receive from the sale of shares of the Fund, a backup withholding tax at the rate in effect on the date of the transaction.

 

Unless your account is held at a brokerage firm, we will provide you with detailed information every year about your dividends and capital gain distributions. Depending on the activity in your individual account, we may also be able to assist with cost basis figures for shares you sell.

 

14


LOGO

 

Dividends And Capital Gain Distributions

The Fund earns ordinary or investment income primarily from dividends and interest on its investments. The Fund expects to distribute substantially all of this investment income, less Fund expenses, to shareholders annually. The Fund can make distributions at other times, if it chooses to do so.

 

The Fund also realizes capital gains or losses when it sells securities in its portfolio for more or less than it had paid for them. If total gains on sales exceed total losses (including losses carried forward from previous years), the Fund has a net realized capital gain. Net realized capital gain, if any, is distributed to shareholders at least annually, usually in December. Dividends and capital gain distributions are paid to you if you hold shares on the record date of the distribution regardless of how long you have held your shares.

 

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS IF ANY ARE DISTRIBUTED TO SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT ACCOUNTS).   

Under present federal income tax laws, capital gains may be taxable at different rates, depending on how long the Fund has held the underlying investment. Short-term capital gains which are derived from the sale of assets held one year or less are taxed as ordinary income. Long-term capital gains which are derived from the sale of assets held for more than one year are taxed at up to the maximum capital gains rate, currently 15% for individuals.

 

The Fund’s daily NAV reflects all ordinary income and realized capital gains that have not yet been distributed to shareholders. Therefore, the Fund’s NAV will drop by the amount of a distribution, net of market fluctuations, on the day the distribution is declared. If you buy shares of the Fund just before a distribution is declared, you may wind up “buying a distribution.”

This means that if the Fund declares a dividend or capital gain distribution shortly after you buy, you will receive some of your investment back as a taxable distribution. Although purchasing your shares at the resulting higher NAV may mean a smaller capital gain or greater loss upon sale of the shares, most shareholders want to avoid the purchase of shares immediately before the distribution record date. However, keep in mind that your basis in the Fund will be increased to the extent such distributions are reinvested in the Fund. If you sell your shares at a loss for tax purposes and then replace those shares with a substantially identical investment either thirty days before or after that sale, the transaction is usually considered a “wash sale” and you will not be able to claim a tax loss at the time of sale. Instead, the loss will be deferred to a later date.

 

Dividends and capital gain distributions paid by the Fund are automatically reinvested in additional Fund shares at the NAV on the ex-distribution date, unless you choose to have them automatically reinvested in the same share class of another AIM or INVESCO fund or paid to you by check or electronic funds transfer. If you choose to be paid by check, the minimum amount of the check must be at least $10; amounts less than that will be automatically reinvested. Dividends and other distributions, whether received in cash or reinvested in additional Fund shares, are generally subject to federal income tax.

 

15


Financial Highlights

 

The financial highlights table is intended to help you understand the financial performance of Institutional Class shares of the Fund for the period of the Class’s operations. Certain information reflects financial results for a single Fund share. The total returns in the table represents the annual percentage that an investor would have earned (or lost) on an investment in an Institutional Class share of the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent Registered Public Accounting Firm, whose report, along with the financial statements, is included in AIM Sector Fund’s 2004 Annual Report to Shareholders, which is incorporated by reference in the Statement of Additional Information. Prior to November 20, 2003, each series of AIM Sector Funds was a series portfolio of a Maryland corporation named AIM Sector Funds, Inc. (formerly INVESCO Sector Funds, Inc.). This Report is available without charge by contacting AIS at the address or telephone number on the back cover of this Prospectus.

 

     YEAR ENDED MARCH 31     FIVE MONTHS
ENDED
MARCH 31
    DECEMBER 21,
1998
(DATE SALES
COMMENCED) TO
OCTOBER 31
 
     2004     2003     2002     2001     2000     1999  

INSTITUTIONAL CLASS

                                    

Net Asset Value — Beginning of Period

   $17.34     $30.93     $35.98     $102.55     $58.43     $33.85  

INCOME FROM INVESTMENT OPERATIONS:

                                    

Net Investment Income (loss)

   (0.16 ) (a)   (0.12 ) (a)   (0.16 ) (a)   (0.06 )   (0.04 )   (0.16 ) (a)

Net Gains (Losses) on Securities
(Both Realized and Unrealized)

   8.17     (13.47 )   (4.89 )   (63.87 )   48.07     24.74  

Total from Investment Operations

   8.01     (13.59 )   (5.05 )   (63.93 )   48.03     24.58  

Less Distributions from Net Realized Gains

               (2.64 )   (3.91 )    

Net Asset Value — End of Period

   $25.35     $17.34     $30.93     $35.98     $102.55     $58.43  


TOTAL RETURN (b)

   46.19%     (43.94 )%   (14.04 )%   (63.39 )%   86.14%     72.61%  

RATIOS/SUPPLEMENTAL DATA:

                                    

Net Assets, End of Period (000s Omitted)

   $1,309,623     $707,040     $1,360,738     $1,396,788     $4,453,520     $951,925  

Ratio of Expenses to Average Net Assets

   0.86% (c )   0.90%     0.74%     0.58%     0.56% (d )   0.74% (d )

Ratio of Net Investment Income (Loss) to Average Net Assets

   (0.67 ) % (c)   (0.59 )%   (0.46 )%   (0.08 )%   (0.15 )% (d)   (0.36 )% (d)

Portfolio Turnover Rate (e)

   141%     107%     79%     85%     28%     143%  

 

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $1,207,655,049.
(d) Annualized.
(e) Not annualized for periods less than one year.

 

16


July 30, 2004

 

INVESCO TECHNOLOGY FUND — INSTITUTIONAL CLASS

 

You may obtain additional information about the Fund from several sources:

 

Financial Reports. Although this Prospectus describes the Fund’s anticipated investments and operations, the Fund also prepares annual and semiannual reports that detail the Fund’s actual investments at the report date. These reports include discussion of the Fund’s recent performance, as well as the effect of market and general economic trends and the Fund’s investment strategy on the Fund’s performance. The annual report also includes the report of the Fund’s independent Registered Public Accounting Firm.

 

Statement of Additional Information. The Statement of Additional Information (SAI) dated July 30, 2004 is a supplement to this Prospectus, and has detailed information about the Fund and its investment policies and practices. A current SAI for the Fund is on file with the Securities and Exchange Commission and is incorporated into this Prospectus by reference; in other words, the SAI is legally a part of this Prospectus, and you are considered to be aware of the contents of the SAI.

 

Internet. The Prospectus, SAI, annual report, and semiannual report are available on the SEC Web site at www.sec.gov.

 

To obtain a free copy of the current Prospectus, SAI, annual report, or semiannual report, write to AIM Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739; or call 1-800-347-4246. Copies of these materials are also available (with a copying charge) from the SEC’s Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549-0102. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 1-202-942-8090 or by electronic request at the following E-mail address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-3826 and 002-85905.

 

 

I-TEC-PRO-2

 


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STATEMENT OF ADDITIONAL INFORMATION

 

AIM SECTOR FUNDS

 

INVESCO Energy Fund - Investor Class, Class A, B, C, and K

INVESCO Financial Services Fund - Investor Class, Class A, B, C, and K

INVESCO Gold & Precious Metals Fund - Investor Class and Class A, B, and C

INVESCO Health Sciences Fund - Investor Class, Class A, B, C, and K

INVESCO Leisure Fund - Investor Class, Class A, B, C, and K

INVESCO Technology Fund - Investor Class, Institutional Class, Class A, B, C, and K

INVESCO Utilities Fund - Investor Class, Class A, B, and C

 

Address:    Mailing Address:

11 Greenway Plaza, Suite 100,

Houston, TX 77046

  

P. O. Box 4739,

Houston, TX 77210-4739

 

Telephone:

In continental U.S., call:

1-800-347-4246

July 30, 2004

 

A Prospectus for the Investor Class, Class A, B, C, and, if applicable, Class K shares of INVESCO Energy, INVESCO Financial Services, INVESCO Gold & Precious Metals, INVESCO Health Sciences, INVESCO Leisure, INVESCO Technology, and INVESCO Utilities Funds (individually, a “Fund” and collectively, the “Funds”) and a Prospectus for the Institutional Class shares of INVESCO Technology Fund, each dated July 30, 2004, provide the basic information you should know before investing in a Fund. This Statement of Additional Information (“SAI”) is incorporated by reference into the Funds’ Prospectuses; in other words, this SAI is legally part of the Funds’ Prospectuses. Although this SAI is not a prospectus, it contains information in addition to that set forth in the Prospectuses. It is intended to provide additional information regarding the activities and operations of the Funds and should be read in conjunction with the Prospectuses. The financial statements for the Funds for the fiscal year ended March 31, 2004 are incorporated herein by reference from each Funds’ Annual Report to Shareholders dated March 31, 2004. Prior to November 20, 2003, each series of AIM Sector Funds was a series portfolio of a Maryland corporation named AIM Sector Funds, Inc. (formerly, INVESCO Sector Funds, Inc.).

 

You may obtain, without charge, the current Prospectuses, SAI, and annual and semiannual reports of the Funds by writing to AIM Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, or by calling 1-800-347-4246. The Prospectus, annual, and semiannual reports of the Investor Class, Class A, B, C, and K shares of the Funds are also available through the AIM website at aiminvestments.com.

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1


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Table of Contents

 

The Trust

   3

Shares of Beneficial Interest

   3

Investments, Policies, and Risks

   4

Investment Restrictions

   22

Management of the Funds

   25

Trustees and Officers of the Trust

   34

Code of Ethics

   38

Proxy Voting Policies

   38

Control Persons and Principal Holders of Securities

   38

Distribution of Securities

   39

Other Service Providers

   65

Brokerage Allocation and Other Practices

   65

Tax Consequences of Owning Shares of a Fund

   68

Performance

   71

Regulatory Inquiries and Pending Litigation

   78

Appendices:

    

Ratings or Debt Securities

   A-1

Trustees and Officers

   B-1

Trustee Compensation Table

   C-1

Proxy Voting Policies

   D-1

Control Persons and Principal Holders of Securities

   E-1

Regulatory Inquiries and Pending Litigation

   F-1

Financial Statements

   FS

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The Trust

 

AIM Sector Funds (the “Trust”) was organized as a Delaware statutory trust on July 24, 2003. Pursuant to shareholder approval obtained at a shareholder meeting held on October 21, 2003, each series portfolio of INVESCO Sector Funds, Inc. was redomesticated as a new series of the Trust on November 20, 2003. INVESCO Sector Funds, Inc. (the “Company”) was incorporated under the laws of Maryland as INVESCO Strategic Portfolios, Inc. on August 10, 1983. On October 29, 1998, the name of the Company was changed to INVESCO Sector Funds, Inc. On October 31, 1999, the Company changed its fiscal year end to March 31. On October 1, 2003, the name of the Company was changed to AIM Sector Funds, Inc.

 

The Trust is an open-end, diversified, management investment company currently consisting of seven Funds: INVESCO Energy Fund - Investor Class, Class A, B, C, and K; INVESCO Financial Services Fund - Investor Class, Class A, B, C, and K; INVESCO Gold & Precious Metals Fund - Investor Class, Class A, B, and C; INVESCO Health Sciences Fund - Investor Class, Class A, B, C, and K; INVESCO Leisure Fund - Investor Class, Class A, B, C, and K; INVESCO Technology Fund - Investor Class, Institutional Class, Class A, B, C, and K; and INVESCO Utilities Fund - Investor Class, Class A, B, and C (each a “Fund” and collectively, the “Funds”). Additional funds and classes may be offered in the future.

 

“Open-end” means that each Fund may issue an indefinite number of shares which are continuously offered and which may be redeemed at net asset value (“NAV”). A “management” investment company actively buys and sells securities for each Fund at the direction of a professional manager. Open-end management investment companies (or one or more series of such companies, such as the Funds) are commonly referred to as mutual funds.

 

Shares of Beneficial Interest

 

The Trust is authorized to issue an unlimited number of shares of beneficial interest of each class of shares of each Fund.

 

Shares of beneficial interest of the Trust are redeemable at their net asset value (subject, in certain circumstances, to a contingent deferred sales charge or redemption fee) at the option of the shareholder or at the option of the Trust in certain circumstances.

 

A share of each class of a Fund represents an identical interest in that Fund’s investment portfolio and has the same rights, privileges, and preferences. However, each class may differ with respect to sales charges, if any, distribution and/or service fees, if any, other expenses allocable exclusively to each class, voting rights on matters exclusively affecting that class, conversion features, if any, and its exchange privilege, if any. The different sales charges and other expenses applicable to the different classes of shares of the Funds will affect the performance of those classes. Each share of a Fund is entitled to participate equally in dividends for that class, other distributions and the proceeds of any liquidation of a class of that Fund. However, due to the differing expenses of the classes, dividends and liquidation proceeds on Institutional Class, Investor Class, Class A, B, C, and K shares will differ. All shares of a Fund will be voted together, except that only the shareholders of a particular class of a Fund may vote on matters exclusively affecting that class, such as the terms of a Rule 12b-1 Plan as it relates to the class. All shares issued and outstanding are, and all shares offered hereby when issued will be, fully paid and nonassessable. The Board of Trustees of the Trust (the “Board”) has the authority to designate additional classes of common stock without seeking the approval of shareholders and may classify and reclassify any authorized but unissued shares.

 

Because Class B shares automatically convert to Class A shares at month-end eight years after the date of purchase, the Funds’ distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions convert along with the Class B shares.

 

Shares have no preemptive rights and are freely transferable on the books of each Fund.

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3


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All shares of the Trust have equal voting rights based on one vote for each share owned. The Trust is not generally required and does not expect to hold regular annual meetings of shareholders. However, when requested to do so in writing by the holders of 10% or more of the outstanding shares of the Trust or as may be required by applicable law or the Trust’s Agreement and Declaration of Trust, the Board will call special meetings of shareholders.

 

Trustees may be removed by action of the holders of a majority of the outstanding shares of the Trust. The Funds will assist shareholders in communicating with other shareholders as required by the Investment Company Act of 1940 as amended, (the “1940 Act”).

 

Fund shares have noncumulative voting rights, which means that the holders of a majority of the shares of the Trust voting for the election of trustees of the Trust can elect 100% of the trustees if they choose to do so. If that occurs, the holders of the remaining shares voting for the election of trustees will not be able to elect any person or persons to the Board.

 

INVESTMENTS, POLICIES AND RISKS

 

The principal investments and policies of the Funds are discussed in the Prospectuses of the Funds. The Funds also may invest in the following securities and engage in the following practices.

 

ADRs and EDRs — American Depositary Receipts, or ADRs, are receipts typically issued by U.S. banks. ADRs are receipts for the shares of foreign corporations that are held by the bank issuing the receipt. An ADR entitles its holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs gives a Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An ADR that is “sponsored” means that the foreign corporation whose shares are represented by the ADR is actively involved in the issuance of the ADR, and generally provides material information about the corporation to the U.S. market. An “unsponsored” ADR program means that the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR may not reflect important facts known only to the foreign company. Since they mirror their underlying foreign securities, ADRs generally have the same risks as investing directly in the underlying foreign securities. European Depositary Receipts, or EDRs, are similar to ADRs, except that they are typically issued by European banks or trust companies.

 

Certificates of Deposit in Foreign Banks and U.S. Branches of Foreign Banks — The Funds may maintain time deposits in and invest in U.S. dollar denominated certificates of deposit (“CDs”) issued by foreign banks and U.S. branches of foreign banks. The Funds limit investments in foreign bank obligations to U.S. dollar denominated obligations of foreign banks which have more than $10 billion in assets, have branches or agencies in the U.S., and meet other criteria established by the Board. Investments in foreign securities involve special considerations. There is generally less publicly available information about foreign issuers since many foreign countries do not have the same disclosure and reporting requirements as are imposed by the U.S. securities laws. Moreover, foreign issuers are generally not bound by uniform accounting and auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Such investments may also entail the risks of possible imposition of dividend withholding or confiscatory taxes, possible currency blockage or transfer restrictions, expropriation, nationalization or other adverse political or economic developments, and the difficulty of enforcing obligations in other countries.

 

The Funds may also invest in bankers’ acceptances, time deposits, and certificates of deposit of U.S. branches of foreign banks and foreign branches of U.S. banks. Investments in instruments of U.S. branches of foreign banks will be made only with branches that are subject to the same regulations as U.S. banks. Investments in instruments issued by a foreign branch of a U.S. bank will be made only if the investment risk associated with such investment is the same as that involving an investment in instruments issued by the U.S. parent, with the U.S. parent unconditionally liable in the event that the foreign branch fails to pay on the investment for any reason.

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Commercial Paper — Commercial paper is the term for short-term promissory notes issued by domestic corporations to meet current working capital needs. Commercial paper may be unsecured by the corporation’s assets but may be backed by a letter of credit from a bank or other financial institution. The letter of credit enhances the commercial paper’s creditworthiness. The issuer is directly responsible for payment but the bank “guarantees” that if the note is not paid at maturity by the issuer, the bank will pay the principal and interest to the buyer. The Funds’ investment advisor will consider the creditworthiness of the institution issuing the letter of credit, as well as the creditworthiness of the issuer of the commercial paper, when purchasing paper enhanced by a letter of credit. Commercial paper is sold either in an interest-bearing form or on a discounted basis, with maturities not exceeding 270 days.

 

Debt Securities — Debt securities include bonds, notes, and other securities that give the holder the right to receive fixed amounts of principal, interest, or both on a date in the future or on demand. Debt securities also are often referred to as fixed-income securities, even if the rate of interest varies over the life of the security.

 

Debt securities are generally subject to credit risk and market risk. Credit risk is the risk that the issuer of the security may be unable to meet interest or principal payments or both as they come due. Market risk is the risk that the market value of the security may decline for a variety of reasons, including changes in interest rates. An increase in interest rates tends to reduce the market values of debt securities in which a Fund has invested. A decline in interest rates tends to increase the market values of debt securities in which a Fund has invested.

 

Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s (“S&P”) ratings provide a useful guide to the credit risk of many debt securities. The lower the rating of a debt security, the greater the credit risk the rating service assigns to the security. To compensate investors for accepting that greater risk, lower-rated debt securities tend to offer higher interest rates. Lower-rated debt securities are often referred to as “junk bonds.” Increasing the amount of Fund assets invested in unrated or lower-grade straight debt securities may increase the yield produced by a Fund’s debt securities but will also increase the credit risk of those securities. A debt security is considered lower-grade if it is rated Ba or less by Moody’s or BB or less by S&P at the time of purchase. Lower-rated and non-rated debt securities of comparable quality are subject to wider fluctuations in yields and market values than higher-rated debt securities and may be considered speculative. Although a Fund may invest in debt securities assigned lower grade ratings by S&P or Moody’s at the time of purchase, the Funds’ investments have generally been limited to debt securities rated B or higher by either S&P or Moody’s at the time of purchase. Debt securities rated lower than B by either S&P or Moody’s are usually considered to be speculative. At the time of purchase, the Advisor will limit Fund investments to debt securities which the Advisor believes are not highly speculative and which are rated at least CCC by S&P or Caa by Moody’s.

 

A significant economic downturn or increase in interest rates may cause issuers of debt securities to experience increased financial problems which could adversely affect their ability to pay principal and interest obligations, to meet projected business goals, and to obtain additional financing. These conditions more severely impact issuers of lower-rated debt securities. The market for lower-rated straight debt securities may not be as liquid as the market for higher-rated straight debt securities. Therefore, the Advisor attempts to limit purchases of lower-rated securities to securities having an established secondary market.

 

Debt securities rated Caa by Moody’s may be in default or may present risks of non-payment of principal or interest. Lower-rated securities by S&P (categories BB, B, or CCC) include those which are predominantly speculative because of the issuer’s perceived capacity to pay interest and repay principal in accordance with their terms; BB indicates the lowest degree of speculation and CCC a high degree of speculation. While such bonds will likely have some quality and protective characteristics, these are usually outweighed by large uncertainties or major risk exposures to adverse conditions.

 

The Funds expect that most emerging country debt securities in which they invest will not be rated by U.S. rating services. Although bonds in the lowest investment grade debt category (those rated BBB by S&P, Baa by Moody’s or the equivalent) are regarded as having adequate capability to pay principal and interest, they have speculative characteristics. Adverse economic conditions or changing

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circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case for higher-rated bonds. Lower-rated bonds by Moody’s (categories Ba, B, or Caa) are of poorer quality and also have speculative characteristics. Bonds rated Caa may be in default or there may be present elements of danger with respect to principal or interest. Lower-rated bonds by S&P (categories BB, B, or CCC) include those that are regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with their terms; BB indicates the lowest degree of speculation and CCC a high degree of speculation. While such bonds likely will have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Bonds having equivalent ratings from other rating services will have characteristics similar to those of the corresponding S&P and Moody’s ratings. For a specific description of S&P and Moody’s corporate bond rating categories, please refer to Appendix A.

 

The Funds may invest in zero coupon bonds, step-up bonds, mortgage-backed securities, and asset-backed securities. Zero coupon bonds do not make regular interest payments. Zero coupon bonds are sold at a discount from face value. Principal and accrued discount (representing interest earned but not paid) are paid at maturity in the amount of the face value. Step-up bonds initially make no (or low) cash interest payments but begin paying interest (or a higher rate of interest) at a fixed time after issuance of the bond. The market values of zero coupon and step-up bonds generally fluctuate more in response to changes in interest rates than interest-paying securities of comparable term and quality. A Fund may be required to distribute income recognized on these bonds, even though no cash may be paid to the Fund until the maturity or call date of a bond, in order for the Fund to maintain its qualification as a regulated investment company. These required distributions could reduce the amount of cash available for investment by a Fund.

 

Domestic Bank Obligations — U.S. banks (including their foreign branches) issue CDs and bankers’ acceptances which may be purchased by the Funds if an issuing bank has total assets in excess of $5 billion and the bank otherwise meets the Funds’ credit rating requirements. CDs are issued against deposits in a commercial bank for a specified period and rate and are normally negotiable. Eurodollar CDs are certificates issued by a foreign branch (usually London) of a U.S. domestic bank, and, as such, the credit is deemed to be that of the domestic bank. Bankers’ acceptances are short-term credit instruments evidencing the promise of the bank (by virtue of the bank’s “acceptance”) to pay at maturity a draft which has been drawn on it by a customer (the “drawer”). Bankers’ acceptances are used to finance the import, export, transfer, or storage of goods and reflect the obligation of both the bank and the drawer to pay the face amount. Both types of securities are subject to the ability of the issuing bank to meet its obligations, and are subject to risks common to all debt securities. In addition, Eurodollar CDs and banker’s acceptances may be subject to foreign currency risk and certain other risks of investment in foreign securities.

 

Equity Securities — The Funds may invest in common, preferred, and convertible preferred stocks, and securities whose values are tied to the price of stocks, such as rights, warrants, and convertible debt securities. Common stocks and preferred stocks represent equity ownership in a corporation. Owners of stock, such as the Funds, share in a corporation’s earnings through dividends which may be declared by the corporation, although the receipt of dividends is not the principal benefit that the Funds seek when they invest in stocks and similar instruments.

 

Instead, the Funds seek to invest in stocks that will increase in market value and may be sold for more than a Fund paid to buy them. Market value is based upon constantly changing investor perceptions of what the company is worth compared to other companies. Although dividends are a factor in the changing market value of stocks, many companies do not pay dividends, or pay comparatively small dividends. The principal risk of investing in equity securities is that their market values fluctuate constantly, often due to factors entirely outside the control of the Funds or the company issuing the stock. At any given time, the market value of an equity security may be significantly higher or lower than the amount paid by a Fund to acquire it.

 

Owners of preferred stocks are entitled to dividends payable from the corporation’s earnings, which in some cases may be “cumulative” if prior dividends on the preferred stock have not been paid. Dividends payable on preferred stock have priority over distributions to holders of common stock, and preferred

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stocks generally have a priority on the distribution of assets in the event of the corporation’s liquidation. Preferred stocks may be “participating,” which means that they may be entitled to dividends in excess of the stated dividend in certain cases. The holders of a company’s debt securities generally are entitled to be paid by the company before it pays anything to its stockholders.

 

Rights and warrants are securities which entitle the holder to purchase the securities of a company (usually, its common stock) at a specified price during a specified time period. The value of a right or warrant is affected by many of the same factors that determine the prices of common stocks. Rights and warrants may be purchased directly or acquired in connection with a corporate reorganization or exchange offer.

 

The Funds also may purchase convertible securities including convertible debt obligations and convertible preferred stock. A convertible security entitles the holder to exchange it for a fixed number of shares of common stock (or other equity security), usually at a fixed price within a specified period of time. Until conversion, the owner of convertible securities usually receives the interest paid on a convertible bond or the dividend preference of a preferred stock.

 

A convertible security has an “investment value” which is a theoretical value determined by the yield it provides in comparison with similar securities without the conversion feature. Investment value changes are based upon prevailing interest rates and other factors. It also has a “conversion value,” which is the market value the convertible security would have if it were exchanged for the underlying equity security. Convertible securities may be purchased at varying price levels above or below their investment values or conversion values.

 

Conversion value is a simple mathematical calculation that fluctuates directly with the price of the underlying security. However, if the conversion value is substantially below the investment value, the market value of the convertible security is governed principally by its investment value. If the conversion value is near or above the investment value, the market value of the convertible security generally will rise above the investment value. In such cases, the market value of the convertible security may be higher than its conversion value, due to the combination of the convertible security’s right to interest (or dividend preference) and the possibility of capital appreciation from the conversion feature. However, there is no assurance that any premium above investment value or conversion value will be recovered because prices change and, as a result, the ability to achieve capital appreciation through conversion may be eliminated.

 

Eurobonds and Yankee Bonds — Bonds issued by foreign branches of U.S. banks (“Eurobonds”) and bonds issued by a U.S. branch of a foreign bank and sold in the United States (“Yankee bonds”). These bonds are bought and sold in U.S. dollars, but generally carry with them the same risks as investing in foreign securities.

 

Foreign Securities — Investments in the securities of foreign companies, or companies that have their principal business activities outside the United States, involve certain risks not associated with investments in U.S. companies. Non-U.S. companies generally are not subject to the same uniform accounting, auditing, and financial reporting standards that apply to U.S. companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. There may also be less publicly available information about a foreign company.

 

Although the volume of trading in foreign securities markets is growing, securities of many non-U.S. companies may be less liquid and have greater swings in price than securities of comparable U.S. companies. The costs of buying and selling securities on foreign securities exchanges are generally significantly higher than similar costs in the United States. There is generally less government supervision and regulation of exchanges, brokers, and issuers in foreign countries than there is in the United States. Investments in non-U.S. securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, confiscatory taxation, and imposition of withholding taxes on dividends or

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interest payments. If it becomes necessary, it may be more difficult for a Fund to obtain or to enforce a judgment against a foreign issuer than against a domestic issuer.

 

Securities traded on foreign markets are usually bought and sold in local currencies, not in U.S. dollars. Therefore, the market value of foreign securities acquired by a Fund can be affected — favorably or unfavorably — by changes in currency rates and exchange control regulations. Costs are incurred in converting money from one currency to another. Foreign currency exchange rates are determined by supply and demand on the foreign exchange markets. Foreign exchange markets are affected by the international balance of payments and other economic and financial conditions, government intervention, speculation and other factors, all of which are outside the control of each Fund. Generally, the Funds’ foreign currency exchange transactions will be conducted on a cash or “spot” basis at the spot rate for purchasing or selling currency in the foreign currency exchange markets.

 

Futures, Options, and Other Financial Instruments

 

General . The Funds’ sub-advisor INVESCO Institutional (N.A.) Inc. (the “Sub-advisor”), may use various types of financial instruments, some of which are derivatives, to attempt to manage the risk of a Fund’s investments or, in certain circumstances, for investment ( e.g. , as a substitute for investing in securities). These financial instruments include options, futures contracts (sometimes referred to as “futures”), forward contracts, swaps, caps, floors, and collars (collectively, “Financial Instruments”). The policies in this section do not apply to other types of instruments sometimes referred to as derivatives, such as indexed securities, mortgage-backed and other asset-backed securities, and stripped interest and principal of debt.

 

Hedging strategies can be broadly categorized as “short” hedges and “long” or “anticipatory” hedges. A short hedge involves the use of a Financial Instrument in order to partially or fully offset potential variations in the value of one or more investments held in a Fund’s portfolio. A long or anticipatory hedge involves the use of a Financial Instrument in order to partially or fully offset potential increases in the acquisition cost of one or more investments that the Fund intends to acquire. In an anticipatory hedge transaction, the Fund does not already own a corresponding security. Rather, the hedge relates to a security or type of security that the Fund intends to acquire. If the Fund does not eliminate the hedge by purchasing the security as anticipated, the effect on the Fund’s portfolio is the same as if a long position were entered into. Financial Instruments may also be used, in certain circumstances, for investment ( e.g., as a substitute for investing in securities).

 

Financial Instruments on individual securities generally are used to attempt to hedge against price movements in one or more particular securities positions that a Fund already owns or intends to acquire. Financial Instruments on indexes, in contrast, generally are used to attempt to hedge all or a portion of a portfolio against price movements of the securities within a market sector in which the Fund has invested or expects to invest.

 

The use of Financial Instruments is subject to applicable regulations of the Securities and Exchange Commission (“SEC”), the several exchanges upon which they are traded, and the Commodity Futures Trading Commission (“CFTC”). In addition, the Funds’ ability to use Financial Instruments will be limited by tax considerations. See “Tax Consequences of Owning Shares of a Fund.”

 

In addition to the instruments and strategies described below, the advisor may use other similar or related techniques to the extent that they are consistent with a Fund’s investment objective and permitted by its investment limitations and applicable regulatory authorities. The Funds’ Prospectuses or SAI will be supplemented to the extent that new products or techniques become employed involving materially different risks than those described below or in the Prospectuses.

 

Special Risks . Financial Instruments and their use involve special considerations and risks, certain of which are described below.

 

(1) Financial Instruments may increase the volatility of a Fund. If the Sub-advisor employs a Financial Instrument that correlates imperfectly with a Fund’s investments, a loss could result, regardless of

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whether or not the intent was to manage risk. In addition, these techniques could result in a loss if there is not a liquid market to close out a position that a Fund has entered.

 

(2) There might be imperfect correlation between price movements of a Financial Instrument and price movement of the investment(s) being hedged. For example, if the value of a Financial Instrument used in a short hedge increased by less than the decline in value of the hedged investment(s), the hedge would not be fully successful. This might be caused by certain kinds of trading activity that distorts the normal price relationship between the security being hedged and the Financial Instrument. Similarly, the effectiveness of hedges using Financial Instruments on indexes will depend on the degree of correlation between price movements in the index and price movements in the securities being hedged.

 

The Funds are authorized to use options and futures contracts related to securities with issuers, maturities or other characteristics different from the securities in which it typically invests. This involves a risk that the options or futures position will not track the performance of a Fund’s portfolio investments.

 

The direction of options and futures price movements can also diverge from the direction of the movements of the prices of their underlying instruments, even if the underlying instruments match a Fund’s investments well. Options and futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A Fund may take positions in options and futures contracts with a greater or lesser face value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases.

 

(3) If successful, the above-discussed hedging strategies can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements of portfolio securities. However, such strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements. For example, if a Fund entered into a short hedge because the advisor projected a decline in the price of a security in the Fund’s portfolio, and the price of that security increased instead, the gain from that increase would likely be wholly or partially offset by a decline in the value of the short position in the Financial Instrument. Moreover, if the price of the Financial Instrument declined by more than the increase in the price of the security, the Fund could suffer a loss.

 

(4) A Fund’s ability to close out a position in a Financial Instrument prior to expiration or maturity depends on the degree of liquidity of the market or, in the absence of such a market, the ability and willingness of the other party to the transaction (the “counterparty”) to enter into a transaction closing out the position. Therefore, there is no assurance that any position can be closed out at a time and price that is favorable to a Fund.

 

(5) As described below, the Funds are required to maintain assets as “cover,” maintain segregated accounts or make margin payments when they take positions in Financial Instruments involving obligations to third parties ( i.e. , Financial Instruments other than purchased options). If a Fund is unable to close out its positions in such Financial Instruments, it might be required to continue to maintain such assets or segregated accounts or make such payments until the position expired. These requirements might impair a Fund’s ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time.

 

Cover . Positions in Financial Instruments, other than purchased options, expose the Funds to an obligation to another party. A Fund will not enter into any such transaction unless it owns (1) an offsetting (“covered”) position in securities, currencies or other options, futures contracts or forward contracts, or (2) cash and liquid assets with a value, marked-to-market daily, sufficient to cover its obligations to the extent not covered as provided in (1) above. The Funds will comply with SEC guidelines regarding cover for

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these instruments and will, if the guidelines so require, designate cash or liquid assets as segregated in the prescribed amount as determined daily.

 

Assets used as cover or held as segregated cannot be sold while the position in the corresponding Financial Instrument is open unless they are replaced with other appropriate assets. As a result, the commitment of a large portion of a Fund’s assets to cover or to hold as segregated could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.

 

Options . Each Fund may engage in certain strategies involving options to attempt to manage the risk of its investments or, in certain circumstances, for investment ( e.g., as a substitute for investing in securities). A call option gives the purchaser the right to buy, and obligates the writer to sell the underlying investment at the agreed-upon exercise price during the option period. A put option gives the purchaser the right to sell, and obligates the writer to buy the underlying investment at the agreed-upon exercise price during the option period. Purchasers of options pay an amount, known as a premium, to the option writer in exchange for the right under the option contract. See “Options on Indexes” below with regard to cash settlement of option contracts on index values.

 

The purchase of call options can serve as a hedge against a price rise of the underlying security and the purchase of put options can serve as a hedge against a price decline of the underlying security. Writing call options can serve as a limited short hedge because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, if the security or currency appreciates to a price higher than the exercise price of the call option, it can be expected that the option will be exercised and a Fund will be obligated to sell the security or currency at less than its market value.

 

Writing put options can serve as a limited long or anticipatory hedge because increases in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, if the security or currency depreciates to a price lower than the exercise price of the put option, it can be expected that the put option will be exercised and a Fund will be obligated to purchase the security or currency at more than its market value.

 

The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions. Options that expire unexercised have no value.

 

A Fund may effectively terminate its right or obligation under an option by entering into a closing transaction. For example, the Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, the Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.

 

Risks of Options on Securities . Options embody the possibility of large amounts of exposure, which will result in a Fund’s net asset value being more sensitive to changes in the value of the related investment. A Fund may purchase or write both exchange-traded and OTC options. Exchange-traded options in the United States are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, guarantees completion of every exchange-traded option transaction. In contrast, OTC options are contracts between a Fund and its counterparty (usually a securities dealer or a bank) with no clearing organization guarantee. Thus, when a Fund purchases an OTC option, it relies on the counterparty from whom it purchased the option to make or take delivery of the underlying investment upon exercise of the option. Failure by the counterparty to do so would result in the loss of any premium paid by a Fund as well as the loss of any expected benefit from the transaction.

 

The Funds’ ability to establish and close out positions in options depends on the existence of a liquid market. However, there can be no assurance that such a market will exist at any particular time. Closing transactions can be made for OTC options only by negotiating directly with the counterparty, or by a transaction in the secondary market if any such market exists. There can be no assurance that a Fund

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will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, a Fund might be unable to close out an OTC option position at any time prior to the option’s expiration. If a Fund is not able to enter into an offsetting closing transaction on an option it has written, it will be required to maintain the securities subject to the call or the liquid assets underlying the put until a closing purchase transaction can be entered into or the option expires. However, there can be no assurance that such a market will exist at any particular time.

 

If a Fund were unable to effect a closing transaction for an option it had purchased, it would have to exercise the option to realize any profit. The inability to enter into a closing purchase transaction for a covered call option written by a Fund could cause material losses because the Fund would be unable to sell the investment used as cover for the written option until the option expires or is exercised.

 

Options on Indexes . Puts and calls on indexes are similar to puts and calls on securities or futures contracts except that all settlements are in cash and changes in value depend on changes in the index in question. When a Fund writes a call on an index, it receives a premium and agrees that, prior to the expiration date, upon exercise of the call, the purchaser will receive from the Fund an amount of cash equal to the positive difference between the closing price of the index and the exercise price of the call times a specified multiple (“multiplier”), which determines the total dollar value for each point of such difference. When a Fund buys a call on an index, it pays a premium and has the same rights as to such call as are indicated above. When a Fund buys a put on an index, it pays a premium and has the right, prior to the expiration date, to require the seller of the put to deliver to the Fund an amount of cash equal to the positive difference between the exercise price of the put and the closing price of the index times the multiplier. When a Fund writes a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require the Fund to deliver to it an amount of cash equal to the positive difference between the exercise price of the put and the closing level of the index times the multiplier.

 

The risks of purchasing and selling options on indexes may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot fulfill its potential settlement obligations by delivering the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, a Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities as underlie the index and, as a result, bears a risk that the value of the securities held will vary from the value of the index.

 

Even if a Fund could assemble a portfolio that exactly reproduced the composition of the underlying index, it still would not be fully covered from a risk standpoint because of the “timing risk” inherent in writing index options. When an index option is exercised, the amount of cash that the holder is entitled to receive is determined by the difference between the exercise price and the closing index level. As with other kinds of options, a Fund as the call writer will not learn what it has been assigned until the next business day. The time lag between exercise and notice of assignment poses no risk for the writer of a covered call on a specific underlying security, such as common stock, because in that case the writer’s obligation is to deliver the underlying security, not to pay its value as of a moment in the past. In contrast, the writer of an index call will be required to pay cash in an amount based on the difference between the closing index value on the exercise date and the exercise price. By the time a Fund learns what it has been assigned, the index may have declined. This “timing risk” is an inherent limitation on the ability of index call writers to cover their risk exposure.

 

If a Fund has purchased an index option and exercises it before the closing index value for that day is available, it runs the risk that the level of the underlying index may subsequently change. If such a change causes the exercised option to fall out-of-the-money, the Fund nevertheless will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer.

 

OTC Options . Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract.

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While this type of arrangement allows a Fund great flexibility to tailor the option to its needs, OTC options generally involve greater risk than exchange-traded options, which are guaranteed by the clearing organization of the exchange where they are traded.

 

Generally, OTC foreign currency options used by a Fund are European-style options. This means that the option is only exercisable immediately prior to its expiration. This is in contrast to American-style options, which are exercisable at any time prior to the expiration date of the option.

 

Futures Contracts and Options on Futures Contracts . When a Fund purchases or sells a futures contract, it incurs an obligation respectively to take or make delivery of a specified amount of the obligation underlying the contract at a specified time and price. When a Fund writes an option on a futures contract, it becomes obligated to assume a position in the futures contract at a specified exercise price at any time during the term of the option. If a Fund writes a call, on exercise it assumes a short futures position. If it writes a put, on exercise it assumes a long futures position.

 

The purchase of futures or call options on futures can serve as a long or an anticipatory hedge, and the sale of futures or the purchase of put options on futures can serve as a short hedge. Writing call options on futures contracts can serve as a limited short hedge, using a strategy similar to that used for writing call options on securities or indexes. Similarly, writing put options on futures contracts can serve as a limited long or anticipatory hedge.

 

In addition, futures strategies can be used to manage the “duration” (a measure of anticipated sensitivity to changes in interest rates, which is sometimes related to the weighted average maturity of a portfolio) and associated interest rate risk of a Fund’s fixed-income portfolio. If the advisor wishes to shorten the duration of a Fund’s fixed-income portfolio (i.e., reduce anticipated sensitivity), the Fund may sell an appropriate debt futures contract or a call option thereon, or purchase a put option on that futures contract. If the advisor wishes to lengthen the duration of a Fund’s fixed-income portfolio (i.e., increase anticipated sensitivity), the Fund may buy an appropriate debt futures contract or a call option thereon, or sell a put option thereon.

 

At the inception of a futures contract, a Fund is required to deposit “initial margin” in an amount generally equal to 10% or less of the contract value. Initial margin must also be deposited when writing a call or put option on a futures contract, in accordance with applicable exchange rules. Subsequent “variation margin” payments are made to and from the futures broker daily as the value of the futures or written option position varies, a process known as “marking-to-market.” Unlike margin in securities transactions, initial margin on futures contracts and written options on futures contracts does not represent a borrowing on margin, but rather is in the nature of a performance bond or good-faith deposit that is returned to the Fund at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, a Fund may be required to increase the level of initial margin deposits. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities in order to do so at a time when such sales are disadvantageous.

 

Purchasers and sellers of futures contracts and options on futures can enter into offsetting closing transactions, similar to closing transactions on options, by selling or purchasing, respectively, an instrument identical to the instrument purchased or sold. However, there can be no assurance that a liquid market will exist for a particular contract at a particular time. In such event, it may not be possible to close a futures contract or options position.

 

Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract or an option on a futures contract can vary from the previous day’s settlement price; once that limit is reached, no trades may be made that day at a price beyond the limit. Daily price limits do not limit potential losses because prices could move to the daily limit for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions.

 

If a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and

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might be required to continue to maintain the position being hedged by the futures contract or option or to continue to maintain cash or securities in a segregated account.

 

To the extent that a Fund enters into futures contracts, options on futures contracts and options on foreign currencies traded on a CFTC-regulated exchange, in each case that is not for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums required to establish these positions (excluding the amount by which options are “in-the-money” at the time of purchase) may not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and unrealized losses on any contracts the Fund has entered into. This policy does not limit to 5% the percentage of the Fund’s assets that are at risk in futures contracts, options on futures contracts and currency options.

 

Risks of Futures Contracts and Options Thereon . The ordinary spreads at a given time between prices in the cash and futures markets (including the options on futures markets), due to differences in the natures of those markets, are subject to the following factors. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions, which could distort the normal relationship between the cash and futures markets. Second, the liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced, thus producing distortion. Due to the possibility of distortion, a hedge may not be successful. Although stock index futures contracts do not require physical delivery, under extraordinary market conditions, liquidity of such futures contracts also could be reduced. Additionally, the Sub-advisor may be incorrect in its expectations as to the extent of various interest rates, currency exchange rates or stock market movements or the time span within which the movements take place.

 

Index Futures . The risk of imperfect correlation between movements in the price of index futures and movements in the price of the securities that are the subject of a hedge increases as the composition of a Fund’s portfolio diverges from the index. The price of the index futures may move proportionately more than or less than the price of the securities being hedged. If the price of the index futures moves proportionately less than the price of the securities that are the subject of the hedge, the hedge will not be fully effective. Assuming the price of the securities being hedged has moved in an unfavorable direction, as anticipated when the hedge was put into place, the Fund would be in a better position than if it had not hedged at all, but not as good as if the price of the index futures moved in full proportion to that of the hedged securities. However, if the price of the securities being hedged has moved in a favorable direction, this advantage will be partially offset by movement of the price of the futures contract. If the price of the futures contract moves more than the price of the securities, the Fund will experience either a loss or a gain on the futures contract that will not be completely offset by movements in the price of the securities that are the subject of the hedge.

 

Where index futures are purchased in an anticipatory hedge, it is possible that the market may decline instead. If a Fund then decides not to invest in the securities at that time because of concern as to possible further market decline or for other reasons, it will realize a loss on the futures contract that is not offset by a reduction in the price of the securities it had anticipated purchasing.

 

Foreign Currency Hedging Strategies—Special Considerations . A Fund may use options and futures contracts on foreign currencies, as mentioned previously, and forward currency contracts, as described below, to attempt to hedge against movements in the values of the foreign currencies in which the Fund’s securities are denominated or, in certain circumstances, for investment ( e.g., as a substitute for investing in securities denominated in foreign currency). Currency hedges can protect against price movements in a security that a Fund owns or intends to acquire that are attributable to changes in the value of the currency in which it is denominated.

 

A Fund might seek to hedge against changes in the value of a particular currency when no Financial Instruments on that currency are available or such Financial Instruments are more expensive than certain other Financial Instruments. In such cases, a Fund may seek to hedge against price movements in that currency by entering into transactions using Financial Instruments on another currency or a basket of

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currencies, the value of which the advisor believes will have a high degree of positive correlation to the value of the currency being hedged. The risk that movements in the price of the Financial Instrument will not correlate perfectly with movements in the price of the currency subject to the hedging transaction may be increased when this strategy is used.

 

The value of Financial Instruments on foreign currencies depends on the value of the underlying currency relative to the U.S. dollar. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such Financial Instruments, a Fund could be disadvantaged by having to deal in the odd-lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

 

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect odd-lot transactions where rates might be less favorable. The interbank market in foreign currencies is a global, round-the-clock market. To the extent the U.S. options or futures markets are closed while the markets for the underlying currencies remain open, significant price and rate movements might take place in the underlying markets that cannot be reflected in the markets for the Financial Instruments until they reopen.

 

Settlement of hedging transactions involving foreign currencies might be required to take place within the country issuing the underlying currency. Thus, a Fund might be required to accept or make delivery of the underlying foreign currency in accordance with any U.S. or foreign regulations regarding the maintenance of foreign banking arrangements by U.S. residents and might be required to pay any fees, taxes, and charges associated with such delivery assessed in the issuing country.

 

Forward Currency Contracts and Foreign Currency Deposits . The Funds may enter into forward currency contracts to purchase or sell foreign currencies for a fixed amount of U.S. dollars or another foreign currency. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (term) from the date of the forward currency contract agreed upon by the parties, at a price set at the time the forward currency contract is entered. Forward currency contracts are negotiated directly between currency traders (usually large commercial banks) and their customers.

 

Such transactions may serve as long or anticipatory hedges. For example, a Fund may purchase a forward currency contract to lock in the U.S. dollar price of a security denominated in a foreign currency that the Fund intends to acquire. Forward currency contracts may also serve as short hedges. For example, a Fund may sell a forward currency contract to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale of a security or a dividend or interest payment denominated in a foreign currency.

 

The Funds may also use forward currency contracts to hedge against a decline in the value of existing investments denominated in foreign currency. Such a hedge would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A Fund could also hedge the position by entering into a forward currency contract to sell another currency expected to perform similarly to the currency in which the Fund’s existing investments are denominated. This type of hedge could offer advantages in terms of cost, yield or efficiency, but may not hedge currency exposure as effectively as a simple hedge against U.S. dollars. This type of hedge may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.

 

The Funds may also use forward currency contracts in one currency or a basket of currencies to attempt to hedge against fluctuations in the value of securities denominated in a different currency if the advisor anticipates that there will be a positive correlation between the two currencies.

 

The cost to a Fund of engaging in forward currency contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward

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currency contracts are usually entered into on a principal basis, no fees or commissions are involved. When a Fund enters into a forward currency contract, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the counterparty to do so would result in the loss of some or all of any expected benefit of the transaction.

 

As is the case with futures contracts, purchasers, and sellers of forward currency contracts can enter into offsetting closing transactions, similar to closing transactions on futures contracts, by selling or purchasing, respectively, an instrument identical to the instrument purchased or sold. Secondary markets generally do not exist for forward currency contracts, with the result that closing transactions generally can be made for forward currency contracts only by negotiating directly with the counterparty. Thus, there can be no assurance that a Fund will in fact be able to close out a forward currency contract at a favorable price prior to maturity. In addition, in the event of insolvency of the counterparty, the Fund might be unable to close out a forward currency contract. In either event, the Fund would continue to be subject to market risk with respect to the position, and would continue to be required to maintain a position in securities denominated in the foreign currency or to segregate cash or liquid assets.

 

The precise matching of forward currency contract amounts and the value of the securities, dividends, or interest payments involved generally will not be possible because the value of such securities, dividends, or interest payments, measured in the foreign currency, will change after the forward currency contract has been established. Thus, a Fund might need to purchase or sell foreign currencies in the spot (cash) market to the extent such foreign currencies are not covered by forward currency contracts. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain.

 

Forward currency contracts may substantially change a Fund’s investment exposure to changes in currency exchange rates and could result in losses to the Fund if currencies do not perform as the Sub-advisor anticipates. There is no assurance that the advisor’s use of forward currency contracts will be advantageous to a Fund or that it will hedge at an appropriate time.

 

The Funds may also purchase and sell foreign currency and invest in foreign currency deposits. Currency conversion involves dealer spreads and other costs, although commissions usually are not charged.

 

Combined Positions . A Fund may purchase and write options or futures in combination with each other, or in combination with futures or forward currency contracts, to manage the risk and return characteristics of its overall position. For example, a Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs.

 

Turnover . The Funds’ options and futures activities may affect their turnover rates and brokerage commission payments. The exercise of calls or puts written by a Fund, and the sale or purchase of futures contracts, may cause it to sell or purchase related investments, thus increasing its turnover rate. Once a Fund has received an exercise notice on an option it has written, it cannot effect a closing transaction in order to terminate its obligation under the option and must deliver or receive the underlying securities at the exercise price. The exercise of puts purchased by a Fund may also cause the sale of related investments, increasing turnover. Although such exercise is within the Fund’s control, holding a protective put might cause it to sell the related investments for reasons that would not exist in the absence of the put. A Fund will pay a brokerage commission each time it buys or sells a put or call or purchases or sells a futures contract. Such commissions may be higher than those that would apply to direct purchases or sales.

 

Swaps, Caps, Floors, and Collars . The Funds are authorized to enter into swaps, caps, floors, and collars. Swaps involve the exchange by one party with another party of their respective commitments to pay or receive cash flows, e.g. , an exchange of floating rate payments for fixed rate payments. The

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purchase of a cap or a floor entitles the purchaser, to the extent that a specified index exceeds in the case of a cap, or falls below in the case of a floor, a predetermined value, to receive payments on a notional principal amount from the party selling such instrument. A collar combines elements of buying a cap and selling a floor.

 

Gold Bullion — The Gold & Precious Metals Fund may invest up to 10% at the time of purchase of its total assets directly in gold bullion. The two largest national producers of gold bullion are the Republic of South Africa and the former states of the Soviet Union. Changes in political and economic conditions affecting either country may have a direct impact on its sales of gold bullion. The Gold & Precious Metals Fund will purchase gold bullion from, and sell gold bullion to, banks (both U.S. and foreign) and dealers who are members of, or affiliated with members of, a regulated U.S. commodities exchange, in accordance with applicable investment laws. Values of gold bullion held by the Gold & Precious Metals Fund are based upon daily quotes provided by banks or brokers dealing in such commodities.

 

HOLDRs — Holding Company Depositary Receipts, or HOLDRs, are trust-issued receipts that represent a Fund’s beneficial ownership of a specific group of stocks. HOLDRs involve risks similar to the risks of investing in common stock. For example, a Fund’s investment will decline in value if the underlying stocks decline in value. Because HOLDRs are not subject to concentration limits, the relative weight of an individual stock may increase substantially, causing the HOLDRs to be less diverse and creating more risk.

 

Illiquid Securities — Securities which do not trade on stock exchanges or in the over-the-counter market, or have restrictions on when and how they may be sold, are generally considered to be “illiquid.” An illiquid security is one that a Fund may have difficulty — or may even be legally precluded from — selling at any particular time. A Fund may invest in illiquid securities, including restricted securities and other investments which are not readily marketable. A Fund will not purchase any such security if the purchase would cause the Fund to invest more than 15% of its net assets, measured at the time of purchase, in illiquid securities. Repurchase agreements maturing in more than seven days are considered illiquid for purposes of this restriction.

 

The principal risk of investing in illiquid securities is that a Fund may be unable to dispose of them at the time desired or at a reasonable price. In addition, in order to resell a restricted security, a Fund might have to bear the expense and incur the delays associated with registering the security with the SEC, and otherwise obtaining listing on a securities exchange or in the over-the-counter market.

 

Initial Public Offerings (“IPOs”) — The Funds may invest a portion of their assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a Fund for as long as it has a small asset base. The impact of IPOs on a Fund’s performance likely will decrease as the Fund’s asset size increases, which could reduce the Fund’s total returns. IPOs may not be consistently available to a Fund for investment, particularly as the Fund’s asset base grows. Because IPO shares frequently are volatile in price, a Fund may hold IPO shares for a very short period of time. This may increase the turnover of a Fund’s portfolio and may lead to increased expenses for the Fund, such as commissions and transaction costs. By selling shares, the Funds may realize taxable gains they will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Shareholders in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

 

A Fund’s investment in IPO shares may include the securities of unseasoned companies (companies with less than three years of continuous operations), which present risks considerably greater than common stocks of more established companies. These companies may have limited operating histories and their prospects for profitability may be uncertain. These companies may be involved in new and evolving businesses and may be vulnerable to competition and changes in technology, markets and economic conditions. They may be more dependent on key managers and third parties and may have limited product lines.

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Interfund Borrowing and Lending Program — Pursuant to an exemptive order issued by the SEC dated December 21, 1999, a Fund may lend money to, and borrow money for temporary purposes from other funds advised by the Funds’ investment advisor, A I M Advisors, Inc. (“AIM” or the “Advisor”) (the “AIM Funds”). A Fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans. Interfund borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day’s notice. A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed.

 

Investment Company Securities — To manage their daily cash positions, the Funds may invest in securities issued by other investment companies, including investment companies advised by the Advisor and its affiliates (pursuant to an exemptive order dated June 9, 1999) that invest in short-term debt securities and seek to maintain a net asset value of $1.00 per share (“money market funds”). The Funds also may invest in Exchange-Traded Funds (“ETFs”). ETFs are investment companies that are registered under the Investment Company Act of 1940 (the “1940 Act”) as open-end funds or Unit Investment Trusts (“UITs”). ETFs are based on specific domestic and foreign indices. ETF shares are sold and redeemed at net asset value only in large blocks. In addition, national securities exchanges list ETF shares for trading, which allows investors to purchase and sell individual ETF shares among themselves at market prices throughout the day. The 1940 Act limits investments in securities of other investment companies. These limitations include, among others, that, subject to certain exceptions: (i) A Fund may not invest more than 10% of its total assets in securities issued by other investment companies; (ii) A Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) and A Fund may not purchase more than 3% of the total outstanding voting stock of another investment company.

 

Mortgage-Backed Securities — Mortgage-backed securities are interests in pools of mortgage loans that various governmental, government-related and private organizations assemble as securities for sale to investors. Unlike most debt securities, which pay interest periodically and repay principal at maturity or on specified call dates, mortgage-backed securities make monthly payments that consist of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Since homeowners usually have the option of paying either part or all of the loan balance before maturity, the effective maturity of a mortgage-backed security is often shorter than is stated.

 

Governmental entities, private insurers, and the mortgage poolers may insure or guarantee the timely payment of interest and principal of these pools through various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The Sub-advisor will consider such insurance and guarantees and the creditworthiness of the issuers thereof in determining whether a mortgage-related security meets its investment quality standards. It is possible that the private insurers or guarantors will not meet their obligations under the insurance policies or guarantee arrangements.

 

Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

 

Government National Mortgage Association (GNMA) . GNMA is the principal governmental guarantor of mortgage-related securities. GNMA is a wholly-owned corporation of the U.S. government and it falls within the Department of Housing and Urban Development. Securities issued by GNMA are considered the equivalent of treasury securities and are backed by the full faith and credit of the U.S. government. GNMA guarantees the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of FHA-insured or VA-guaranteed mortgages. GNMA does not guarantee the market value or yield of mortgage-backed securities or the value of the Fund’s shares. To buy GNMA securities, a Fund may have to pay a premium over the maturity value of the underlying mortgages, which the Fund may lose if prepayment occurs.

 

Federal National Mortgage Association (FNMA) . FNMA is a government-sponsored corporation owned entirely by private stockholders. FNMA is regulated by the Secretary of Housing and Urban Development. FNMA purchases conventional mortgages from a list of approved sellers and service

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providers, including state and federally-chartered savings and loan associations, mutual savings banks, commercial banks and credit unions, and mortgage bankers. Securities issued by FNMA are agency securities, which means FNMA, but not the U.S. government, guarantees their timely payment of principal and interest.

 

Federal Home Loan Mortgage Corporation (FHLMC) . FHLMC is a stockholder owned corporation chartered by Congress in 1970 to increase the supply of funds that mortgage lenders, such as commercial banks, mortgage bankers, savings institutions and credit unions, can make available to homebuyers and multifamily investors. FHLMC issues Participation Certificates (PCs) which represent interests in conventional mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. government.

 

Commercial Banks, Savings And Loan Institutions, Private Mortgage Insurance Companies, Mortgage Bankers, and Other Secondary Market Issuers . Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers also create pass-through pools of conventional mortgage loans. In addition to guaranteeing the mortgage-related security, such issuers may service and/or have originated the underlying mortgage loans. Pools created by these issuers generally offer a higher rate of interest than pools created by GNMA, FNMA & FHLMC because they are not guaranteed by a government agency.

 

Stripped Mortgage-Backed Securities . Stripped mortgage-backed securities are derivative multiple-class mortgage-backed securities. Stripped mortgage-backed securities usually have two classes that receive different proportions of interest and principal distributions on a pool of mortgage assets. Typically, one class will receive some of the interest and most of the principal, while the other class will receive most of the interest and the remaining principal. In extreme cases, one class will receive all of the interest (“interest only” or “IO” class) while the other class will receive the entire principal (“principal only” or “PO class”). The cash flow and yields on IOs and POs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans or mortgage-backed securities. A rapid rate of principal payments may adversely affect the yield to maturity of IOs. Slower than anticipated prepayments of principal may adversely affect the yield to maturity of a PO. The yields and market risk of interest only and principal only stripped mortgage-backed securities, respectively, may be more volatile than those of other fixed income securities, including traditional mortgage-backed securities.

 

Collateralized Mortgage Obligations (CMOs) . CMOs are hybrids between mortgage-backed bonds and mortgage pass-through securities. Similar to a bond, CMOs usually pay interest monthly and have a more focused range of principal payment dates than pass-through securities. While whole mortgage loans may collateralize CMOs, mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA and their income streams more typically collateralize them.

 

A Real Estate Mortgage Investment Conduit (“REMIC”) is a CMO that qualifies for special tax treatment under the Internal Revenue Code of 1986, as amended and is an investment in certain mortgages primarily secured by interests in real property and other permitted investments.

 

CMOs are structured into multiple classes, each bearing a different stated maturity. Each class of CMO or REMIC certificate, often referred to as a “tranche,” is issued at a specific interest rate and must be fully retired by its final distribution date. Generally, all classes of CMOs or REMIC certificates pay or accrue interest monthly. Investing in the lowest tranche of CMOs and REMIC certificates involves risks similar to those associated with investing in equity securities.

 

Risks of Mortgage-Backed Securities . Yield characteristics of mortgage-backed securities differ from those of traditional debt securities in a variety of ways. For example, payments of interest and principal are more frequent (usually monthly) and their interest rates are sometimes adjustable. In addition, a variety of economic, geographic, social, and other factors, such as the sale of the underlying property, refinancing, or foreclosure, can cause investors to repay the loans underlying a mortgage-backed security sooner than expected. If the prepayment rates increase, a Fund may have to reinvest its principal at a rate of interest that is lower than the rate on existing mortgage-backed securities.

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Asset-Backed Securities . These securities are interests in pools of a broad range of assets other than mortgages, such as automobile loans, computer leases, and credit card receivables. Like mortgage-backed securities, these securities are pass-through. In general, the collateral supporting these securities is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments with interest rate fluctuations.

 

Asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may not have the benefit of any security interest in the related assets, which raises the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which allow debtors to reduce their balances by offsetting certain amounts owed on the credit cards. Most issuers of asset-backed securities backed by automobile receivables permit the servicers of such receivables to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related asset-backed securities. Due to the quantity of vehicles involved and requirements under state laws, asset-backed securities backed by automobile receivables may not have a proper security interest in all of the obligations backing such receivables.

 

To lessen the effect of failures by obligors on underlying assets to make payments, the entity administering the pool of assets may agree to ensure the receipt of payments on the underlying pool in a timely fashion (“liquidity protection”). In addition, asset-backed securities may include insurance, such as guarantees, policies, or letters of credit obtained by the issuer or sponsor from third parties, for some or all of the assets in the pool (“credit support”). Delinquency or loss more than that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.

 

The Funds may also invest in residual interests in asset-backed securities, which is the excess cash flow remaining after making required payments on the securities and paying related administrative expenses. The amount of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.

 

Real Estate Investment Trusts - To the extent consistent with their investment objectives and policies, the Funds may invest in securities issued by real estate investment trusts (“REITs”).

 

REITs are trusts which sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the Southeastern United States, or both.

 

To the extent that the Funds have the ability to invest in REITs, a Fund could conceivably own real estate directly as a result of a default on the securities it owns. The Funds, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, and increases in interest rates.

 

In addition to the risks described above, REITs may be affected by any changes in the value of the underlying property in their portfolios. REITs are dependent upon management skill, are not diversified, and are therefore subject to the risk of financing single or a limited number of projects. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act. Changes in interest rates may also affect the value of debt securities held by a Fund. By investing in REITs indirectly through a Fund, a shareholder will bear not only his/her proportionate share of the expenses of a Fund, but also, indirectly, similar expenses of the REITs.

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Repurchase Agreements — A Fund may enter into repurchase agreements (“REPOs”) on debt securities that the Fund is allowed to hold in its portfolio. This is a way to invest money for short periods. A REPO is an agreement under which the Fund acquires a debt security and then resells it to the seller at an agreed-upon price and date (normally, the next business day). The repurchase price represents an interest rate effective for the short period the debt security is held by the Fund, and is unrelated to the interest rate on the underlying debt security. A repurchase agreement is often considered as a loan collateralized by securities. The collateral securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement. The collateral securities are held by a Fund’s custodian bank until the repurchase agreement is completed.

 

The Funds may enter into repurchase agreements with financial institutions that are creditworthy under standards established by the Advisor. The Advisor must use these standards to review the creditworthiness of any financial institution that is a party to a REPO. REPOs maturing in more than seven days are considered illiquid securities. A Fund will not enter into repurchase agreements maturing in more than seven days if as a result more than 15% of the Fund’s net assets would be invested in these repurchase agreements and other illiquid securities.

 

As noted above, the Funds use REPOs as a means of investing cash for short periods of time. Although REPOs are considered to be highly liquid and comparatively low-risk, the use of REPOs does involve some risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, the Fund may incur a loss on the sale of the collateral security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of the Fund and therefore the realization by the Fund on such collateral may automatically be stayed. Finally, it is possible that the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

 

Rule 144A Securities — A Fund also may invest in securities that can be resold to institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”). In recent years, a large institutional market has developed for many Rule 144A Securities. Institutional investors generally cannot sell these securities to the general public but instead will often depend on an efficient institutional market in which Rule 144A Securities can readily be resold to other institutional investors, or on an issuer’s ability to honor a demand for repayment. Therefore, the fact that there are contractual or legal restrictions on resale to the general public or certain institutions does not necessarily mean that a Rule 144A Security is illiquid. Institutional markets for Rule 144A Securities may provide both reliable market values for Rule 144A Securities and enable a Fund to sell a Rule 144A investment when appropriate. For this reason, the Board has concluded that if a sufficient institutional trading market exists for a given Rule 144A Security, it may be considered “liquid,” and not subject to a Fund’s limitations on investment in restricted securities. The Board has given the Sub-advisor the day-to-day authority to determine the liquidity of Rule 144A Securities, according to guidelines approved by the Board. The principal risk of investing in Rule 144A Securities is that there may be an insufficient number of qualified institutional buyers interested in purchasing a Rule 144A Security held by a Fund, and the Fund might be unable to dispose of such security promptly or at reasonable prices.

 

Securities Lending — Each Fund may from time to time loan securities from its portfolio to brokers, dealers, and financial institutions to earn income or generate cash for liquidity. When a Fund lends securities it will receive collateral in cash or U.S. Treasury obligations which will be maintained, and with regard to cash, invested, at all times in an amount equal to at least 100% of the current market value of the loaned securities. All such loans will be made according to the guidelines of the SEC and the Board. A Fund may at any time call such loans to obtain the securities loaned. If the borrower of the securities should default on its obligation to return the securities borrowed, the value of the collateral may be insufficient to permit a Fund to reestablish its position by making a comparable investment due to changes in market conditions or a Fund may be unable to exercise certain ownership rights. A Fund will be entitled to earn interest paid upon investment of the cash collateral or to the payment of a premium or fee for the loan. A Fund may pay reasonable fees in connection with such loans, including payments to the borrower and to one or more securities lending agents (each an “Agent”).

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The Advisor provides the following services in connection with the securities lending activities of each Fund: (a) oversees participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assists the Agent in determining which specific securities are available for loan; (c) monitors the Agent’s loan activities to ensure that securities loans are effected in accordance with the Advisor’s instructions and with procedures adopted by the Board; (d) prepares appropriate periodic reports for, and seeks appropriate approvals from, the Board with respect to securities lending activities; (e) responds to Agent inquiries; and (f) performs such other duties as necessary.

 

The Funds rely on an exemptive order from the SEC allowing them to invest uninvested cash balances and cash collateral received in connection with securities lending in money market funds that have the Advisor or an affiliate of the Advisor as an investment advisor.

 

Sovereign Debt — In certain emerging countries, the central government and its agencies are the largest debtors to local and foreign banks and others. Sovereign debt involves the risk that the government, as a result of political considerations or cash flow difficulties, may fail to make scheduled payments of interest or principal and may require holders to participate in rescheduling of payments or even to make additional loans. If an emerging country government defaults on its sovereign debt, there is likely to be no legal proceeding under which the debt may be ordered repaid, in whole or in part. The ability or willingness of a foreign sovereign debtor to make payments of principal and interest in a timely manner may be influenced by, among other factors, its cash flow, the magnitude of its foreign reserves, the availability of foreign exchanges on the payment date, the debt service burden to the economy as a whole, the debtor’s then- current relationship with the International Monetary Fund, and its then-current political constraints. Some of the emerging countries issuing such instruments have experienced high rates of inflation in recent years and have extensive internal debt. Among other effects, high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign borrowing to finance government programs, and may have other adverse social, political, and economic consequences, including effects on the willingness of such countries to service their sovereign debt. An emerging country government’s willingness and ability to make timely payments on its sovereign debt also are likely to be heavily affected by the country’s balance of trade and its access to trade and other international credits. If a country’s exports are concentrated in a few commodities, such country would be more significantly exposed to a decline in the international prices of one or more of such commodities. A rise in protectionism on the part of its trading partners, or unwillingness by such partners to make payment for goods in hard currency, could also adversely affect the country’s ability to export its products and repay its debts. Sovereign debtors may also be dependent on expected receipts from such agencies and others abroad to reduce principal and interest arrearages on their debt. However, failure by the sovereign debtor or other entity to implement economic reforms negotiated with multilateral agencies or others, to achieve specified levels of economic performance, or to make other debt payments when due, may cause third parties to terminate their commitments to provide funds to the sovereign debtor, which may further impair such debtor’s willingness or ability to service its debts.

 

The Funds may invest in debt securities issued under the “Brady Plan” in connection with restructurings in emerging country debt markets or earlier loans. These securities, often referred to as “Brady Bonds,” are, in some cases, denominated in U.S. dollars and collateralized as to principal by U.S. Treasury zero coupon bonds having the same maturity. At least one year’s interest payments, on a rolling basis, are collateralized by cash or other investments. Brady Bonds are actively traded on an over-the-counter basis in the secondary market for emerging country debt securities. Brady Bonds are lower-rated bonds and highly volatile.

 

Unseasoned Issuers — The Funds may purchase securities in unseasoned issuers. Securities in such issuers may provide opportunities for long term capital growth. Greater risks are associated with investments in securities of unseasoned issuers than in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

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U.S. Government Securities — Each Fund may, from time to time, purchase debt securities issued by the U.S. government. These securities include Treasury bills, notes, and bonds. Treasury bills have a maturity of one year or less, Treasury notes generally have a maturity of one to ten years, and Treasury bonds generally have maturities of more than ten years.

 

U.S. government debt securities also include securities issued or guaranteed by agencies or instrumentalities of the U.S. government. Some obligations of U.S. government agencies, which are established under the authority of an act of Congress, such as GNMA Participation Certificates, are supported by the full faith and credit of the U.S. Treasury. GNMA Certificates are mortgagebacked securities representing part ownership of a pool of mortgage loans. These loans issued by lenders such as mortgage bankers, commercial banks, and savings and loan associations are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A “pool” or group of such mortgages is assembled and, after being approved by GNMA, is offered to investors through securities dealers. Once approved by GNMA, the timely payment of interest and principal on each mortgage is guaranteed by GNMA and backed by the full faith and credit of the U.S. government. The market value of GNMA Certificates is not guaranteed. GNMA Certificates are different from bonds because principal is paid back monthly by the borrower over the term of the loan rather than returned in a lump sum at maturity, as is the case with a bond. GNMA Certificates are called “pass-through” securities because both interest and principal payments (including prepayments) are passed through to the holder of the GNMA Certificate.

 

Other United States government debt securities, such as securities of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the Treasury. Others, such as bonds issued by Fannie Mae, a federally chartered private corporation, are supported only by the credit of the corporation. In the case of securities not backed by the full faith and credit of the United States, a Fund must look principally to the agency issuing or guaranteeing the obligation in the event the agency or instrumentality does not meet its commitments. The U.S. government may choose not to provide financial support to U.S. government-sponsored agencies or instrumentalities if it is not legally obligated to do so. A Fund will invest in securities of such instrumentalities only when the Advisor is satisfied that the credit risk with respect to any such instrumentality is comparatively minimal.

 

When-Issued/Delayed Delivery — The Funds normally buy and sell securities on an ordinary settlement basis. That means that the buy or sell order is sent, and a Fund actually takes delivery or gives up physical possession of the security on the “settlement date,” which is three business days later. However, the Funds also may purchase and sell securities on a when-issued or delayed delivery basis.

 

When-issued or delayed delivery transactions occur when securities are purchased or sold by a Fund and payment and delivery take place at an agreed-upon time in the future. The Funds may engage in this practice in an effort to secure an advantageous price and yield. However, the yield on a comparable security available when delivery actually takes place may vary from the yield on the security at the time the when-issued or delayed delivery transaction was entered into. When a Fund engages in when-issued and delayed delivery transactions, it relies on the seller or buyer to consummate the sale at the future date. If the seller or buyer fails to act as promised, that failure may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous. No payment or delivery is made by a Fund until it receives delivery or payment from the other party to the transaction. However, fluctuation in the value of the security from the time of commitment until delivery could adversely affect a Fund.

 

INVESTMENT RESTRICTIONS

 

The investment restrictions set forth below have been adopted by each respective Fund and, unless identified as non-fundamental policies, may not be changed without the affirmative vote of a majority of the outstanding voting securities of that Fund. As provided in the 1940 Act, a “vote of a majority of the outstanding voting securities of the Fund” means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares present at a meeting, if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. Except with respect to borrowing, changes in values of a particular Fund’s assets will not cause a violation of the following

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investment restrictions so long as percentage restrictions are observed by such Fund at the time it purchases any security. Each Fund may not:

 

  1. 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. 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. 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 borrowings);

 

  4. issue senior securities, except as permitted under the 1940 Act;

 

  5. 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. 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. This restriction shall not prevent Gold & Precious Metals Fund from investing in gold bullion;

 

  7. 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. purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at 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 (i) Energy Fund will invest 25% or more of its assets in one or more energy-related industries; (ii) Financial Services Fund will invest 25% or more of its assets in one or more financial services-related industries; (iii) Gold & Precious Metals Fund will invest 25% or more of its assets in one or more gold and precious metals-related industries; (iv) Health Sciences Fund will invest 25% or more of its assets in one or more health care-related industries; (v) Leisure Fund will invest 25% or more of its assets in one or more leisure-related industries; (vi) Technology Fund will invest 25% or more of its assets in one or more technology-related industries; and (vii) Utilities Fund will invest 25% or more of its assets in one or more utilities-related industries; or

 

  9. each 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 the Advisor or an affiliate or a successor thereof, with substantially the same fundamental investment objective, policies, and limitations as the Fund.

 

In addition, each Fund has the following non-fundamental policies, which may be changed without shareholder approval:

 

  A. The Fund may not sell securities short (unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short) or purchase securities on margin, except that (i) this policy does not prevent the Fund from entering into short positions in foreign currency, futures contracts, options, forward contracts, swaps, caps, floors, collars, and other financial instruments, (ii) the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and (iii) the Fund may make margin payments in connection with futures contracts, options, forward contracts, swaps, caps, floors, collars, and other financial instruments.

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  B. The Fund may borrow money only from a bank or from an open-end management investment company managed by the Advisor or an affiliate or a successor thereof for temporary or emergency purposes (not for leveraging or investing) or by engaging in reverse repurchase agreements with any party (reverse repurchase agreements will be treated as borrowings for purposes of fundamental limitation (3)).

 

  C. The Fund does not currently intend to purchase any security if, as a result, more than 15% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

 

  D. The Fund may invest in securities issued by other investment companies to the extent that such investments are consistent with the Fund’s investment objective and policies and permissible under the 1940 Act.

 

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

 

  F. With respect to fundamental restriction (8) above, (i) energy-related industries include, but are not limited to, oil companies, oil and gas exploration companies, natural gas pipeline companies, refinery companies, energy conservation companies, coal companies, alternative energy companies, and innovative energy technology companies; (ii) financial services-related industries include, but are not limited to, banks (regional and money-centers), insurance companies (life, property and casualty, and multiline), investment and miscellaneous industries (asset managers, brokerage firms, and government-sponsored agencies), and suppliers to financial services companies; (iii) gold and precious metals-related industries include, but are not limited to, those involved in exploring for, mining, processing, or dealing and investing in gold, gold bullion, silver, platinum, palladium, and diamonds; (iv) health sciences-related industries include, but are not limited to, medical equipment or supplies, pharmaceuticals, biotechnology, and health care providers and services companies; (v) leisure-related industries include, but are not limited to, hotels/gaming, publishing, advertising, beverages, audio/video, broadcasting-radio/TV, cable & satellite operators, cable & satellite programmers, motion pictures & TV, recreation services/entertainment, retail, and toys; (vi) real estate-related industries include, but are not limited to, real estate brokers, home builders or real estate developers, companies with substantial real estate holdings, and companies with significant involvement in the real estate industry; (vii) technology-related industries include, but are not limited to, various applied technologies, hardware, software, semiconductors, telecommunications equipment and services, and service-related companies in information technology; and (viii) utilities-related industries include, but are not limited to, companies that produce, generate, transmit, or distribute natural gas or electricity, as well as companies that provide telecommunications services, including local, long distance and wireless.

 

  G. The Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

 

In addition, with respect to a Fund that may invest in municipal securities, the following non-fundamental policy applies, which may be changed without shareholder approval:

 

Each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a state is a member is a separate “issuer.” When the assets and revenues of an agency, authority, instrumentality, or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be

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deemed to be the sole issuer. However, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by a Fund exceeds 10% of the Fund’s total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. With respect to a Fund that is not a money market fund, securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.

 

MANAGEMENT OF THE FUNDS

 

The Investment Advisor and Sub-Advisor

 

AIM is the investment advisor for each Fund, and INVESCO Institutional (N.A.), Inc. (“INVESCO Institutional” or Sub-advisor), is the sub-advisor for each Fund. Prior to November 25, 2003, INVESCO Funds Group, Inc. (“INVESCO”) served as the investment advisor.

 

AIM, located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, was organized in 1976, and along with its subsidiaries, manages or advises over 200 investment portfolios, encompassing a broad range of investment objectives. AIM is a direct wholly-owned subsidiary of A I M Management Group Inc. (“AIM Management”), a holding company that has been engaged in the financial services business since 1976.

 

INVESCO Institutional, located at 4350 South Monaco St., Denver, Colorado 80237 is responsible for the Funds’ day-to-day management, including the Funds’ investment decisions and the execution of securities transactions with respect to the Funds.

 

AIM, AIM Management and INVESCO Institutional are each an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the business of investment management on an international basis. AMVESCAP PLC is one of the largest independent investment management businesses in the world, with approximately $381.4 billion in assets under management as of March 31, 2004.

 

Investment Advisory Agreement

 

As investment advisor, AIM supervises all aspects of the Funds’ operations and provides investment advisory services to the Fund. AIM obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Investment Advisory Agreement provides that, in fulfilling its responsibilities, AIM may engage the services of other investment managers with respect to the Funds. The investment advisory services of AIM and the investment sub-advisory services of INVESCO Institutional are not exclusive and AIM and INVESCO Institutional are free to render investment advisory services to others, including other investment companies.

 

AIM is also responsible for furnishing to the Funds, at AIM’s expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, in the judgment of the trustees, to conduct their respective businesses effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of the Funds’ accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.

 

The Master Investment Advisory Agreement provides that the Funds will pay or cause to be paid all expenses of the Funds not assumed by AIM, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds’ shareholders.

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AIM, at its own expense, furnishes to the Trust office space and facilities. AIM furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.

 

Pursuant to its investment advisory agreement with the Trust, AIM receives a monthly fee from each Fund calculated at the following annual rates, based on the average daily net assets of the Fund during the year:

 

  0.75% on the first $350 million of each Fund’s average net assets;

 

  0.65% on the next $350 million of each Fund’s average net assets;

 

  0.55% of each Fund’s average net assets from $700 million;

 

  0.45% of each Fund’s average net assets from $2 billion;

 

  0.40% of each Fund’s average net assets from $4 billion;

 

  0.375% of each Fund’s average net assets from $6 billion; and

 

  0.35% of each Fund’s average net assets from $8 billion.

 

The management fees payable by each Fund, the amounts waived by AIM or INVESCO and the net fees paid by each Fund for the fiscal year ended March 31, 2004 are as follows:

 

     March 31, 2004

    

Management

Fee

Payable


  

Management

Fee

Waivers


  

Net

Management

Fee Paid


INVESCO Energy Fund

   $ 1,961,154    $ 1,139    $ 1,960,015

INVESCO Financial Services Fund

   $ 6,269,673    $ 1,618    $ 6,268,055

INVESCO Gold & Precious Metals Fund

   $ 977,792    $ 313    $ 977,479

INVESCO Health Sciences Fund

   $ 6,856,814    $ 2,133    $ 6,854,681

INVESCO Leisure Fund

   $ 5,662,406    $ 3,101    $ 5,659,305

INVESCO Technology Fund

   $ 15,105,891    $ 0    $ 15,105,891

INVESCO Utilities Fund

   $ 952,940    $ 139    $ 952,801

 

Prior to November 25, 2003, INVESCO served as investment advisor to the Funds. During the periods ended March 31, 2003 and 2002, the Fund paid INVESCO advisory fees in the dollar amounts shown. If applicable, the advisory fees were offset by credits in the amounts shown below, so that a Fund’s fees were not in excess of the expense limitations shown, which were voluntarily agreed to by the Company and INVESCO. The fee is allocated daily to each class based on the relative proportion of net assets represented by such class.

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     Advisory
Fee Dollars


   Total Expense
Reimbursements


   Total Expense
Limitations


 

Investor Class

                

Energy Fund

                

Year Ended March 31, 2003

   2,050,307    N/A    N/A  

Year Ended March 31, 2002

   2,929,700    N/A    N/A  

Financial Services Fund

                

Year Ended March 31, 2003

   6,122,659    N/A    N/A  

Year Ended March 31, 2002

   8,297,002    N/A    N/A  

Gold & Precious Metals Fund

                

Year Ended March 31, 2003

   835,712    N/A    N/A  

Year Ended March 31, 2002

   579,576    N/A    N/A  

Health Sciences Fund

                

Year Ended March 31, 2003

   7,222,357    N/A    N/A  

Year Ended March 31, 2002

   10,066,179    N/A    N/A  

Leisure Fund

                

Year Ended March 31, 2003

   4,325,688    N/A    N/A  

Year Ended March 31, 2002

   4,812,282    N/A    N/A  

Technology Fund

                

Year Ended March 31, 2003

   6,450,728    N/A    N/A  

Year Ended March 31, 2002

   11,221,569    N/A    N/A  

Utilities Fund

                

Year Ended March 31, 2003

   655,934    526,139    1.30 %

Year Ended March 31, 2002

   1,271,828    456,409    1.30 %

Institutional Class

                

Technology Fund

                

Year Ended March 31, 2003

   5,032,432    0    1.15 % 1

Year Ended March 31, 2002

   7,741,523    0    0.95 %

Class A

                

Energy Fund

                

Year Ended March 31, 2003

   47,926    0    1.65 % 2

Financial Services Fund

                

Year Ended March 31, 2003

   20,833    3,917    1.40 % 3

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     Advisory
Fee Dollars


   Total Expense
Reimbursements


   Total Expense
Limitations


 

Gold & Precious Metals Fund

                

Year Ended March 31, 2003

   11,649    431    2.10 % 4

Health Sciences Fund

                

Year Ended March 31, 2003

   9,687    6,829    1.40 % 3

Leisure Fund

                

Year Ended March 31, 2003

   119,744    0    1.50 % 5

Technology Fund

                

Year Ended March 31, 2003

   12,982    818    1.50 % 5

Utilities Fund

                

Year Ended March 31, 2003

   2,533    1,095    1.40 % 6

Class B

                

Energy Fund

                

Year Ended March 31, 2003

   5,555    582    2.30 % 7

Financial Services Fund

                

Year Ended March 31, 2003

   4,450    2,056    2.05 % 8

Gold & Precious Metals Fund

                

Year Ended March 31, 2003

   6,563    0    2.75 % 9

Health Sciences Fund

                

Year Ended March 31, 2003

   2,401    1,648    2.05 % 10

Leisure Fund

                

Year Ended March 31, 2003

   36,036    4,408    2.15 % 11

Technology Fund

                

Year Ended March 31, 2003

   1,084    1,027    2.15 % 12

Utilities Fund

                

Year Ended March 31, 2003

   1,296    943    2.05 % 10

Class C

                

Energy Fund

                

Year Ended March 31, 2003

   75,869    20,103    2.30 % 13

Year Ended March 31, 2002

   71,360    N/A    N/A  

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     Advisory
Fee Dollars


   Total Expense
Reimbursements


   Total Expense
Limitations


 

Financial Services Fund

                

Year Ended March 31, 2003

   85,164    0    2.75 % 13

Year Ended March 31, 2002

   89,895    N/A    N/A  

Gold & Precious Metals Fund

                

Year Ended March 31, 2003

   18,502    0    2.75 % 13

Year Ended March 31, 2002

   1,690    N/A    N/A  

Health Sciences Fund

                

Year Ended March 31, 2003

   53,017    37,750    2.75 % 13

Year Ended March 31, 2002

   92,387    N/A    N/A  

Leisure Fund

                

Year Ended March 31, 2003

   123,328    0    2.75 % 13

Year Ended March 31, 2002

   66,957    N/A    N/A  

Technology Fund

                

Year Ended March 31, 2003

   47,458    100,306    2.15 % 1 3

Year Ended March 31, 2002

   82,082    N/A    N/A  

Utilities Fund

                

Year Ended March 31, 2003

   7,076    15,628    2.05 %

Year Ended March 31, 2002

   16,021    8,769    2.05 %

Class K

                

Energy Fund

                

Year Ended March 31, 2003

   1,034    4,502    1.75 % 13

Year Ended March 31, 2002

   40    N/A    N/A  

Financial Services Fund

                

Year Ended March 31, 2003

   7,688    3,997    1.50 % 13

Year Ended March 31, 2002

   2,642    N/A    N/A  

Health Sciences Fund

                

Year Ended March 31, 2003

   13,857    0    2.20 % 13

Year Ended March 31, 2002

   7,002    N/A    N/A  

Leisure Fund

                

Year Ended March 31, 2003

   428,717    209,552    2.20 % 13

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     Advisory
Fee Dollars


   Total Expense
Reimbursements


   Total Expense
Limitations


 

Period Ended March 31, 2002

   101,257    N/A    N/A  

Technology Fund

                

Year Ended March 31, 2003

   128,789    130,850    2.20 % 13

Year Ended March 31, 2002

   57,321    N/A    N/A  

 

1 1.15% as of August 1, 2002. 0.95% prior to August 1, 2002.

 

2 1.65% as of August 1, 2002. 2.00% prior to August 1, 2002.

 

3 1.40% as of August 1, 2002. 2.00% prior to August 1, 2002.

 

4 2.10% as of August 1, 2002. 2.65% prior to August 1, 2002.

 

5 1.50% as of August 1, 2002. 2.25% prior to August 1, 2002.

 

6 1.40% as of August 1, 2002. 1.70% prior to August 1, 2002.

 

7 2.30% as of August 1, 2002. 2.60% prior to August 1, 2002.

 

8 2.05% as of August 1, 2002. 2.40% prior to August 1, 2002.

 

9 2.75% as of August 1, 2002. 3.00% prior to August 1, 2002.

 

10 2.05% as of August 1, 2002. 2.50% prior to August 1, 2002.

 

11 2.15% as of August 1, 2002. 3.00% prior to August 1, 2002.

 

12 2.15% as of August 1, 2002. 2.70% prior to August 1, 2002.

 

13 Effective August 1, 2002.

 

AIM may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Fund’s detriment during the period stated in the agreement between AIM and a Fund.

 

AIM has voluntarily agreed to waive a portion of advisory fees payable by the Funds. The amount of the waiver will equal 25% of the advisory fee AIM receives from the Affiliated Money Market Funds as a result of a Fund’s investment of uninvested cash in an Affiliated Money Market Fund. Termination of this agreement requires approval by the Board. See “INVESTMENTS, POLICIES, AND RISKS – Other Investment Company Securities.”

 

AIM has contractually agreed each to waive advisory fees or reimburse expenses to the extent necessary to limit the Funds’ Total Annual Fund Operating Expenses (excluding certain items each discussed below) to 1.90%, 2.00%, 2.65%, 2.65% and 2.10% on Investor Class, Class A, Class B, Class C and Class K shares, as applicable, respectively. In determining the Advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the limits: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Funds’ day-to-day operations), as defined in the Financial Accounting Standard’s Board’s Generally Accepted Accounting Principles or as approved by the Funds’ Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Funds’ Board of Trustees; and (vi) expenses that the Funds’ have incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the Funds benefits are in the form of credits that each Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by each Fund. Such contractual fee waivers or reductions are set forth in the Fee Table to the Funds’ Prospectus and may not be terminated or amended to the Funds’ detriment during the period stated in the agreement between AIM and the Funds.

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

 

AIM’s compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services AIM will provide, a lending Fund will pay AIM a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. AIM currently intends to waive such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee.

 

The Sub-Advisory Agreement

 

AIM has entered into a Master Sub-Advisory Contract with INVESCO Institutional to provide investment sub-advisory services to the Fund.

 

INVESCO Institutional is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). INVESCO Institutional provides investment supervisory services on both discretionary and non-discretionary bases to pension and profit sharing plans, endowments and educational institutions, investment companies, insurance companies, and individuals and personal holding companies.

 

For the services to be rendered by INVESCO Institutional under its Master Sub-Advisory Contract, AIM will pay to INVESCO Institutional a fee which will be computed daily and paid as of the last day of each month on the basis of the Fund’s daily net asset value, using for each daily calculation the most recently determined net asset value of the Fund. On an annual basis, the sub-advisory fee is equal to 40% of AIM’s compensation of the sub-advised assets per year.

 

Administrative Services Agreement

 

AIM and the Trust have entered into a Master Administrative Services Agreement pursuant to which AIM may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by AIM under the advisory agreement. The Master Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Trust’s Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Master Administrative Services Agreement, AIM is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, AIM is reimbursed for the services of the Trust’s principal financial officer and her staff, and any expenses related to fund accounting services.

 

Administrative Services Fees

 

INVESCO delegated its duties as administrator of the Funds to AIM pursuant to an agreement dated August 12, 2003.

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The Funds paid AIM and INVESCO the following amounts for administrative services for the fiscal year ended March 31, 2004.

 

Fund Name

 

INVESCO Energy Fund

   $ 127,669

INVESCO Financial Services Fund

     437,064

INVESCO Gold & Precious Metals Fund

     68,668

INVESCO Health Sciences Fund

     485,103

INVESCO Leisure Fund

     387,379

INVESCO Technology Fund

     1,215,589

INVESCO Utilities Fund

     67,176

 

During the periods ended March 31, 2003 and 2002, each Fund paid the following fees to INVESCO, if applicable, prior to the voluntary absorption of the Fund expenses by INVESCO. The fees were allocated daily to each class based on the relative proportion of net assets represented by such class. To limit expenses, INVESCO had contractually obligated itself to waive fees and bear expenses that would cause the ratio of expenses to average net assets to exceed 2.10% for Class A shares, and 2.75% for each of Class B and Class C shares.

 

     Administrative
Services


Investor Class

      

Energy Fund

      

Year Ended March 31, 2003

   $ 132,659

Year Ended March 31, 2002

     189,667

Financial Services Fund

      

Year Ended March 31, 2003

   $ 426,493

Year Ended March 31, 2002

     603,780

Gold & Precious Metals Fund

      

Year Ended March 31, 2003

   $ 59,722

Year Ended March 31, 2002

     44,747

Health Sciences Fund

      

Year Ended March 31, 2003

   $ 515,834

Year Ended March 31, 2002

     748,431

Leisure Fund

      

Year Ended March 31, 2003

   $ 289,940

Year Ended March 31, 2002

     322,191

Technology Fund

      

Year Ended March 31, 2003

   $ 493,538

Year Ended March 31, 2002

     952,220

Utilities Fund

      

Year Ended March 31, 2003

   $ 49,190

Year Ended March 31, 2002

     86,184

Institutional Class

      

Technology Fund

      

Year Ended March 31, 2003

   $ 384,676

Year Ended March 31, 2002

     656,870

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     Administrative
Services


Class A

      

Energy Fund

      

Year Ended March 31, 2003

   $ 3,111

Financial Services Fund

      

Year Ended March 31, 2003

   $ 1,436

Gold & Precious Metals Fund

      

Year Ended March 31, 2003

   $ 832

Health Sciences Fund

      

Year Ended March 31, 2003

   $ 688

Leisure Fund

      

Year Ended March 31, 2003

   $ 7,971

Technology Fund

      

Year Ended March 31, 2003

   $ 976

Utilities Fund

      

Year Ended March 31, 2003

   $ 192

Class B

      

Energy Fund

      

Year Ended March 31, 2003

   $ 361

Financial Services Fund

      

Year Ended March 31, 2003

   $ 307

Gold & Precious Metals Fund

      

Year Ended March 31, 2003

   $ 471

Health Sciences Fund

      

Year Ended March 31, 2003

   $ 170

Leisure Fund

      

Year Ended March 31, 2003

   $ 2,397

Technology Fund

      

Year Ended March 31, 2003

   $ 81

Utilities Fund

      

Year Ended March 31, 2003

   $ 98

Class C

      

Energy Fund

      

Year Ended March 31, 2003

   $ 4,911

Year Ended March 31, 2002

     4,614

Financial Services Fund

      

Year Ended March 31, 2003

   $ 5,932

Year Ended March 31, 2002

     6,538

Gold & Precious Metals Fund

      

Year Ended March 31, 2003

   $ 1,321

Year Ended March 31, 2002

     129

Health Sciences Fund

      

Year Ended March 31, 2003

   $ 3,791

Year Ended March 31, 2002

     6,869

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     Administrative
Services


Leisure Fund

      

Year Ended March 31, 2003

   $ 8,252

Year Ended March 31, 2002

     4,491

Technology Fund

      

Year Ended March 31, 2003

   $ 3,639

Year Ended March 31, 2002

     6,955

Utilities Fund

      

Year Ended March 31, 2003

   $ 530

Year Ended March 31, 2002

     1,087

Class K

      

Energy Fund

      

Year Ended March 31, 2003

   $ 67

Year Ended March 31, 2002

     2

Financial Services Fund

      

Year Ended March 31, 2003

   $ 533

Year Ended March 31, 2002

     191

Health Sciences Fund

      

Year Ended March 31, 2003

   $ 988

Year Ended March 31, 2002

     519

Leisure Fund

      

Year Ended March 31, 2003

   $ 28,689

Period Ended March 31, 2002 1

     6,857

Technology Fund

      

Year Ended March 31, 2003

   $ 9,805

Year Ended March 31, 2002

     4,797

 

1 For the period December 17, 2001, commencement of operations, through March 31, 2002.

 

Transfer Agency Agreement

 

AIM Investment Services, Inc. (“AIS”), 11 Greenway Plaza, Suite 100, Houston, TX 77046, is the Trust’s transfer agent, dividend disbursing agent, and registrar for the Funds. Prior to October 1, 2003, INVESCO served as transfer agent to the Fund.

 

The Transfer Agency and Service Agreement between the Trust and AIS provides that AIS will perform certain shareholder services for the Fund. The Transfer Agency and Service Agreement provides that the Fund pays the transfer agent an annual fee of $22.50 per shareholder account, or, where applicable, per participant in an omnibus account. This fee is paid monthly at the rate of 1/12 of the annual fee and is based upon the actual number of shareholder accounts and omnibus account participants in the Fund at any time during each month.

 

TRUSTEES AND OFFICERS OF THE TRUST

 

Board of Trustees

 

The overall management of the business and affairs of the Funds and the Trust is vested in the Board. The Board approves all significant agreements between the Trust, on behalf of one or more of the Funds, and persons or companies furnishing services to the Funds. The day-to-day operations of each Fund are delegated to the officers of the Trust and to AIM, subject always to the objective(s), restrictions and

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policies of the applicable Fund and to the general supervision of the Board. Certain trustees and officers of the Trust are affiliated with AIM and AIM Management, the parent corporation of AIM. All of the Trust’s executive officers hold similar offices with some or all of the other AIM Funds.

 

Management Information

 

The trustees and officers of the Trust, their principal occupations during the last five years and certain other information concerning them are set forth in Appendix B.

 

The standing committees of the Board are the Audit Committee, the Governance Committee, the Investments Committee, the Valuation Committee and the Special Committee Relating to Market Timing Issues.

 

The current members of the Audit Committee are Bob R. Baker, James T. Bunch, Edward K. Dunn, Jr. (Chair), Lewis F. Pennock, Dr. Larry Soll, Dr. Prema Mathai-Davis and Ruth H. Quigley (Vice Chair). The Audit Committee is responsible for: (i) the appointment, compensation and oversight of any independent registered public accounting firms “auditors” employed by the Fund (including monitoring the independence, qualifications and performance of such auditors and resolution of disagreements between the Fund’s management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; (ii) overseeing the financial reporting process of the Fund; (iii) monitoring the process and the resulting financial statements prepared by management to promote accuracy and integrity of the financial statements and asset valuation; (iv) assisting the Board’s oversight of the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (v) to the extent required by Section 10A of the Securities Exchange Act of 1934, pre-approving all permissible non-audit services that are provided to the Fund by its independent auditors; (vi) pre-approving, in accordance with Item 2.01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Fund’s independent auditors to the Fund’s investment advisor and certain other affiliated entities; and (vii) to the extent required by Regulation 14A, preparing an audit committee report for inclusion in the Fund’s annual proxy statement. During the fiscal year ended March 31, 2004, the Audit Committee held nine meetings.

 

The members of the Governance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden, Jack M. Fields (Vice Chair), Gerald J. Lewis and Louis S. Sklar. The Governance Committee is responsible for: (i) nominating persons who are not interested persons of the Trust for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of the Trust at meetings called for the election of trustees; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the trustees and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent trustees and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of the Trust.

 

The 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 Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended March 31, 2004, the Governance Committee held six meetings.

 

Notice procedures set forth in the 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 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

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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 members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Vice Chair), Bunch, Crockett, Dowden (Chair), Dunn, Fields, Lewis, Pennock, Sklar and Soll, and Carl Frischling, and Dr. Mathai-Davis (Vice Chair) and Miss Quigley. The Investments Committee is responsible for: (i) overseeing AIM’s investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. During the fiscal year ended March 31, 2004, the Investments Committee held four meetings.

 

The members of the Valuation Committee are Messrs. Dunn and Pennock (Chair), and Miss Quigley (Vice Chair). The Valuation Committee meets on an ad hoc basis when the Board is not available to review matters related to valuation. During the fiscal year ended March 31, 2004, the Valuation Committee did not meet.

 

The members of the Special Committee Relating to Market Timing Issues are Messrs. Crockett, Dowden, Dunn and Lewis (Chair). The purpose of the Special Committee Relating to Market Timing Issues is to remain informed on matters relating to alleged excessive short term trading in shares of the Fund (“market timing”) and to provide guidance to special counsel for the independent trustees on market timing issues and related matters between meetings of the independent trustees. During the fiscal year ended March 31, 2004, the Special Committee Relating to Market Timing Issues held three meetings.

 

Trustee Ownership of Fund Shares

 

The dollar range of equity securities beneficially owned by each trustee (i) in the Fund’s and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM and INVESCO Funds complex is set forth in Appendix B.

 

Factors Considered in Approving the Investment Advisory Agreement and Investment Sub-Advisory Agreement

 

The advisory agreement with AIM (the “Advisory Agreement”) and the sub-advisory agreement between AIM and INVESCO Institutional (the “Sub-Advisor”) (collectively with AIM, the “Advisors”) for the Funds (the “Sub-Advisory Agreement”) (collectively with the Advisory Agreement, the “Advisory Agreements”) were reapproved for the Energy Fund, Financial Services Fund, Gold & Precious Metals Funds, Health Sciences Fund, Leisure Fund, Technology Fund and Utilities Fund by the Trust’s Board at a meeting held on June 7-9, 2004. In evaluating the fairness and reasonableness of the Advisory Agreements, the Board considered a variety of factors for each Fund, as applicable including: the requirements of each Fund for investment supervisory and administrative services; the quality of the Advisors’ services, including a review of each Fund’s investment performance, if applicable, and the Advisors’ investment personnel; the size of the fees in relationship to the extent and quality of the investment advisory services rendered; fees charged to the Advisors’ other clients; fees charged by competitive investment advisors; the size of the fees in light of services provided other than investment advisory services; the expenses borne by each Fund as a percentage of its assets and in relationship to contractual limitations; any fee waivers (or payments of Fund expenses) by the Advisors; the Advisors’ profitability; the benefits received by the Advisors from its relationship to each Fund, including soft dollar arrangements, and the extent to which each Fund shares in those benefits; the organizational capabilities and financial condition of the Advisors and conditions and trends prevailing in the economy, the securities markets and the mutual fund industry; and the historical relationship between each Fund and the Advisors.

 

In considering the above factors, the Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, “cash balances”) of each Fund may be invested in money market funds advised by AIM pursuant to the terms of an exemptive order. The Board found that each Fund may realize certain benefits upon investing cash balances in AIM advised

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money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that each Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board further determined that the proposed securities lending program and related procedures with respect to each of the lending Funds is in the best interests of each lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of each lending Fund and its respective shareholders.

 

After consideration of these factors, the Board found that with respect to each Fund: (i) the services provided to the Fund and its shareholders were adequate; (ii) the Advisory Agreements were fair and reasonable under the circumstances; and (iii) the fees payable under the Advisory Agreements would have been obtained through arm’s length negotiations. The Board therefore concluded that the Advisory Agreements were in the best interests of each Fund and its shareholders and approved the Advisory Agreements.

 

Compensation

 

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 component and a meeting fee component.

 

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM or INVESCO during the year ended December 31, 2003 is found in Appendix C.

 

Retirement Plan For Trustees

 

The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM. The retirement plan includes a retirement policy as well as retirement benefits for the non-AIM-affiliated trustees.

 

The retirement policy 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 Trust and/or the other AIM or INVESCO 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. The retirement benefits will equal 75% of the trustee’s annual retainer paid or accrued by any Covered Fund to such trustee 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 annual retirement benefits are payable in quarterly installments for a number of years equal to the lesser of (i) ten or (ii) the number of such trustee’s credited years of service. A death benefit is also available under the plan that provides a surviving spouse with a quarterly installment of 50% of a deceased trustee’s retirement benefits for the same length of time that the trustee would have received based on his or her service. A trustee must have attained the age of 65 (55 in the event of death or disability) to receive any retirement benefit.

 

Deferred Compensation Agreements

 

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (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 Trust, and such

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amounts are placed into a deferral account. Currently, the Deferring Trustees have the option to select any class of shares of various AIM Funds or INVESCO Funds in which all or part of their deferral accounts shall be deemed to be invested. 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. The Trust’s Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee’s retirement benefits commence under the Plan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee’s termination of service as a trustee of the Trust. 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 Trust and of each other AIM Fund or INVESCO Fund from which they are deferring compensation.

 

Purchases of Class A Shares of the Funds at Net Asset Value

 

The trustees and other affiliated persons of the Trust may purchase Class A shares of the AIM and/or INVESCO Funds without paying an initial sales charge. A I M Distributors, Inc. (“AIM Distributors”) permits such purchases because there is a reduced sales effort involving in sales to such purchasers, thereby resulting in relatively low expenses of distribution.

 

CODE OF ETHICS

 

AIM, the Trust, INVESCO Institutional and AIM Distributors have each adopted a Code of Ethics governing, as applicable, personal trading activities of all trustees, officers of the Trust, persons who, in connection with their regular functions, play a role in the recommendation of any purchase or sale of a security by the Fund or obtain information pertaining to such purchase or sale, and certain other employees. The Codes of Ethics are intended to prohibit conflicts of interest with the Trust that may arise from personal trading. Personal trading, including personal trading involving securities that may be purchased or held by the Fund, is permitted by persons covered under the relevant Codes subject to certain restrictions; however those persons are generally required to pre-clear all security transactions with the Compliance Officer or his designee and to report all transactions on a regular basis.

 

PROXY VOTING POLICIES

 

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to INVESCO Institutional. INVESCO Institutional will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed and approved by the Board, and which are found in Appendix D.

 

Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of the Fund’s proxy voting record.

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

Information about the ownership of each class of the Funds’ shares by beneficial or record owners of the Funds and by trustees and officers as a group is found in Appendix E. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to “control” that Fund.

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DISTRIBUTION OF SECURITIES

 

Distributor

 

The Trust has entered into master distribution agreements, as amended, relating to the Fund (the “Distribution Agreements”) with A I M Distributors, Inc. (“AIM Distributors”), a registered broker-dealer and a wholly owned subsidiary of AIM, pursuant to which AIM Distributors acts as the distributor of the shares of the Fund. AIM Distributors became the distributor of the Fund effective July 1, 2003. The address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and offices of the Trust are affiliated with AIM Distributors.

 

AIM Distributors bears all expenses, including the cost of printing and distributing prospectuses, incident to marketing of the Funds’ shares, except for such distribution expenses as are paid out of Fund assets under the Trust’s Plans of Distribution (each individually a “Plan” and collectively, the “Plans”), which have been adopted by each Fund pursuant to Rule 12b-1 under the 1940 Act. Prior to July 1, 2003, INVESCO Distributors, Inc. (“IDI”) was the distributor of the Funds.

 

The Distribution Agreements provide AIM Distributors with the exclusive right to distribute shares of the Fund on a continuous basis directly and through other broker-dealers with whom AIM Distributors has entered into selected dealer agreements. AIM Distributors has not undertaken to sell any specified number of shares of any class of the Fund.

 

Total sales charges (front end and CDSCs) paid to AIM Distributors or IDI, as applicable, in connection with the sale of shares of each class of each Fund and the amount retained by AIM Distributors or IDI, as applicable, for the fiscal year ended March 31, 2004 are listed in the charts below.

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The following chart reflects the total sales charges paid in connection with the sale of Class A shares of each Fund and the amount retained by AIM Distributors and IDI for the fiscal year ended March 31, 2004:

 

Fund


       

Sales

Charges


  

Amount

Retained


INVESCO Energy Fund

  

AIM Distributors

   $ 150,326    $ 29,141
    

IDI

     41,456      3,552

INVESCO Financial Services Fund

  

AIM Distributors

     68,813      11,844
    

IDI

     7,152      127

INVESCO Gold & Precious Metals Fund

  

AIM Distributors

     53,330      9,198
    

IDI

     12,282      1,726

INVESCO Health Sciences Fund

  

AIM Distributors

     26,697      7,030
    

IDI

     20,686      2,216

INVESCO Leisure Fund

   AIM Distributors      237,567      40,247
    

IDI

     87,880      8,908

INVESCO Technology Fund

   AIM Distributors      202,410      37,881
    

IDI

     21,551      1,341

INVESCO Utilities Fund

   AIM Distributors      34,894      6,145
    

IDI

     4,000      292

 

The following chart reflects the contingent deferred sales charges paid by Class A, Class B, Class C, and Class K shareholders and retained by AIM Distributors and IDI for the fiscal year ended March 31, 2004:

 

Fund


   AIM Distributors

   IDI

INVESCO Energy Fund

   $ 15,689    $ 7,647

INVESCO Financial Services Fund

     6,760      834

INVESCO Gold & Precious Metals Fund

     10,517      1,525

INVESCO Health Sciences Fund

     919      971

INVESCO Leisure Fund

     7,148      5,329

INVESCO Technology Fund

     6,153      565

INVESCO Utilities Fund

     487      80

 

Investor Class. The Trust has adopted a reimbursement-type Amended and Restated Master Distribution Plan—Investor Class pursuant to Rule 12b-1 under the 1940 Act relating to the Investor Class shares of INVESCO Technology Fund (the “Reimbursement Investor Class Plan”). Under the Reimbursement Investor Class Plan, Investor Class shares of this Fund pay AIM Distributors an amount

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necessary to reimburse AIM Distributors for its actual allocated share of expenses incurred pursuant to the Reimbursement Investor Class Plan for the period, up to a maximum annual rate of 0.25% per annum of the average daily net assets attributable to Investor Class shares. These payments permit AIM Distributors, at its discretion, to engage in certain activities and provide services in connection with the distribution of INVESCO Technology Fund’s Investor Class shares to investors. Payments by INVESCO Technology Fund under the Reimbursement Investor Class Plan, for any month, may be made to reimburse AIM Distributors for permissible activities engaged in and services provided.

 

The Trust has adopted a compensation-type Amended and Restated Master Distribution Plan – Investor Class pursuant to Rule 12b-1 under the 1940 Act relating to the Investor Class shares of each Fund other than INVESCO Technology Fund (the “Compensation Investor Class Plan”). Under the Compensation Investor Class Plan, Investor Class shares of the Funds will make monthly payments to AIM Distributors computed at an annual rate no greater than 0.25% of average net assets attributable to Investor Class shares. These payments permit AIM Distributors, at its discretion, to engage in certain activities and provide services in connection with the distribution of the Funds’ Investor Class shares to investors. Payments by a Fund under the Compensation Investor Class Plan, for any month, may be made to compensate AIM Distributors for permissible activities engaged in and services provided.

 

Class A. The Trust has adopted an Amended and Restated Master Distribution Plan - Class A pursuant to Rule 12b-1 under the 1940 Act relating to the Class A shares of the Funds (the “Class A Plan”).

 

The Class A Plan is designed to compensate AIM Distributors, on a monthly basis, for certain promotional and other sales-related costs, and to implement a dealer incentive program which provides for periodic payments to financial intermediaries who furnish continuing personal shareholder services to their customers who purchase and own Class A shares of the Funds. Payment can also be directed by AIM Distributors to financial intermediaries that have entered into service agreements with respect to Class A shares of the Funds and that provide continuing personal services to their customers who own Class A shares of the Funds. The service fees payable to financial intermediaries are calculated at the annual rate of 0.25% of the average daily net asset value of those Fund shares that are held in such financial intermediaries’ customers’ accounts.

 

Of the aggregate amount payable under the Class A Plan, payments to financial intermediaries that provide continuing personal shareholder services to their customers who purchase and own Class A shares of the Funds, in amounts up to 0.25% of the average daily net assets of the Class A shares of each Fund attributable to the customers of such financial intermediaries, are characterized as service fees. Payments to financial intermediaries in excess of such amount and payments to AIM Distributors would be characterized as an asset-based sales charge pursuant to the Class A Plan. The Class A Plan also imposes a cap on the total amount of sales charges, including asset-based sales charges, that may be paid by the Trust with respect to the Class A shares of a Fund.

 

Except for the INVESCO Utilities Fund-Class A (“Utilities Fund”), under the Class A Plan, Class A shares of the Funds pay compensation to AIM Distributors at an annual rate of 0.35% per annum of the average daily net assets attributable to Class A shares for the purpose of financing any activity which is primarily intended to result in the sale of Class A shares. During any period in which a Fund is closed due to high asset levels, the Class A shares of the Fund will reduce this payment of 0.35% to 0.25% per annum.

 

For the Utilities Fund, the Trust under the Class A Plan pays compensation to AIM Distributors at an annual rate of 0.25% per annum of the average daily net assets attributable to the Utilities Fund for the purpose of financing any activity which primarily intended to result in the sale of Class A.

 

Class B. The Trust has adopted an Amended and Restated Master Distribution Plan - Class B pursuant to Rule 12b-1 under the 1940 Act relating to Class B shares of the Funds (the “Class B Plan”). Under the Class B Plan, Class B shares of the Funds pay compensation monthly to AIM Distributors at an annual rate of 1.00% per annum of the average daily net assets attributable to Class B shares for the purpose of financing any activity which is primarily intended to result in the sale of Class B shares. Of such amount, each Fund pays a service fee of 0.25% of the average daily net assets attributable to Class B shares to

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selected financial intermediaries that have entered into service agreements with respect to Class B shares of the Funds and that provide continuing personal shareholder services to their customers who purchase and own Class B shares. Any amount not paid as a service fee would constitute an asset-based sales charge pursuant to the Class B Plan. The portion of the payments to AIM Distributors under the Class B plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of such sales commissions plus financing costs. The Class B Plan also imposes a cap on the total amount of sales charges, including asset-based sales charges, that may be paid by the Trust with respect to the Class B shares of a Fund.

 

The Class B Plan may obligate the Class B shares to continue to make payments to AIM Distributors following termination of the Class B Plan with respect to Class B shares sold by or attributable to the distribution efforts of AIM Distributors or its predecessor unless there has been a complete termination of the Class B Plan (as defined in such Plan). Additionally, the Class B Plan expressly authorizes AIM Distributors to assign, transfer, or pledge its rights to payments pursuant to the Class B Plan. The contingent deferred sales charge (CDSC) on Class B shares will continue to be applicable even in the event of a complete termination of the Class B Plan (as defined in such Plan).

 

Class C. The Trust has adopted an Amended and Restated Master Distribution Plan - Class C pursuant to Rule 12b-1 under the 1940 Act relating to the Class C shares of the Funds (the “Class C Plan”). Under the Class C Plan, Class C shares of the Funds pay compensation monthly to AIM Distributors at an annual rate of 1.00% per annum of the average daily net assets attributable to Class C shares for the purpose of financing any activity which is primarily intended to result in the sale of Class C shares. The Class C Plan is designed to compensate AIM Distributors for certain promotional and other sales-related costs, and to implement a financial intermediary incentive program which provides for periodic payments to selected financial intermediaries that have entered onto service agreements and furnish continuing personal shareholder services to their customers who purchase and own Class C shares of a Fund.

 

Of the aggregate amount payable under the Class C Plan, payments to financial intermediaries that provide continuing personal shareholder services to their customers who purchase and own Class C shares of a Fund, in amounts of up to 0.25% of the average daily net assets of the Class C shares of the Fund attributable to the customers of such financial intermediaries, are characterized as a service fee. Payments to financial intermediaries in excess of such amount and payments to AIM Distributors would be characterized as an asset-based sales charge pursuant to the Class C Plan. The Class C Plan also imposes a cap on the total amount of sales charges, including asset-based sales charges, that may be paid by the Trust with respect to the Class C shares.

 

AIM Distributors may pay sales commissions to financial intermediaries that sell Class C shares of the Funds at the time of such sales. Payments with respect to Class C shares will equal 1.00% of the purchase price of the Class C shares sold or serviced by the financial intermediary, and will consist of an asset-based sales charge of 0.75% of the purchase price of Class C shares sold plus an advance of the first year service fee of 0.25% with respect to such shares. AIM Distributors will retain all payments received by it relating to Class C shares for the first thirteen months after they are purchased. The portion of the payments to AIM Distributors under the Class C Plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of on-going sales commissions to financial intermediaries plus financing costs, if any. After the first thirteen months, AIM Distributors will make such payments quarterly to financial intermediaries based on the average net asset value of Class C shares which are attributable to shareholders for whom the financial intermediaries are designated as dealers of record. These commissions are not paid on sales to investors who may not be subject to payment of the CDSC and in circumstances where AIM Distributors grants an exemption on particular transactions. Should the financial intermediary elect to waive the asset-based sales charge, the 12b-1 fees will begin to be paid by AIM Distributors to the financial intermediary immediately.

 

Class K (Energy, Financial Services, Health Sciences, Leisure, and Technology Funds) . The Trust has adopted an Amended and Restated Master Distribution Plan—Class K pursuant to Rule 12b-1 under the 1940 Act relating to Class K shares (the “Class K Plan”). Under the Class K Plan, Class K shares of the Funds pay compensation monthly to AIM Distributors at an annual rate of 0.45% of

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average net assets attributable to Class K shares for the purpose of financing any activity which is primarily intended to result in the sale of Class K shares. The Class K Plan is designed to compensate AIM Distributors for certain promotional and other sales-related costs, and to implement a financial intermediary incentive program which provides for periodic payments to selected financial intermediaries that have entered into service agreements and furnish continuing personal shareholder services to their customers who purchase and own Class K shares of a Fund.

 

Of the aggregate amount payable under the Class K Plan, payments to financial intermediaries that provide continuing personal shareholder services to their customers who purchase and own Class K shares of a Fund may be characterized as a service fee.

 

All Plans . Activities appropriate for financing under the Plans include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; and supplemental payments to financial intermediaries such as asset-based sales charges or as payments of service fees under shareholder service arrangements.

 

A significant expenditure under the Plans is compensation paid to financial intermediaries, which may include INVESCO- or AIM-affiliated companies, in order to obtain various distribution-related and/or administrative services for the Funds. Each Fund is authorized by a Plan to use its assets to finance the payments made to obtain those services from selected financial intermediaries which may enter into agreements with AIM Distributors. Payments will be made by AIM Distributors to financial intermediaries who sell shares of a Fund and may be made to banks, savings and loan associations, and other depository institutions (“Banks”). Although the Glass-Steagall Act limits the ability of certain Banks to act as underwriters of mutual fund shares, the Advisor does not believe that these limitations would affect the ability of such Banks to enter into arrangements with AIM Distributors, but can give no assurance in this regard. However, to the extent it is determined otherwise in the future, arrangements with Banks might have to be modified or terminated, and, in that case, the size of the Funds possibly could decrease to the extent that the Banks would no longer invest customer assets in the Funds. Neither the Trust nor its investment advisor will give any preference to Banks which enter into such arrangements when selecting investments to be made by a Fund.

 

AIM Distributors is the distributor of the Funds. Prior to July 1, 2003, IDI was the distributor of the Funds and as such the Funds made payments to IDI, the Funds’ former distributor, or AIM Distributors (beginning July 1, 2003) under the Investor Class, Class A, Class B, Class C and, if applicable, Class K Plans during the fiscal year ended March 31, 2004 in the following amounts:

 

Fund


  

Class A

Shares


  

Class B

Shares


  

Class C

Shares


  

Class K

Shares


  

Investor

Class


INVESCO Energy Fund

 

AIM Distributors

   $ 61,862    $ 70,711    $ 90,408    $ 2,407    $ 408,046
   

IDI

     8,671      4,273      24,996      413      146,128

INVESCO Financial Services Fund

 

AIM Distributors

     148,170      335,861      191,381      6,404      1,609,958
   

IDI

     5,096      2,880      28,259      1,953      508,906

INVESCO Gold & Precious Metals Fund

 

AIM Distributors

     17,486      36,219      30,952      N/A      229,158
   

IDI

     1,781      6,931      7,204      N/A      62,684

INVESCO Health Sciences Fund

 

AIM Distributors

     7,961      10,145      50,211      9,648      1,972,216
   

IDI

     2,834      1,903      18,486      2,585      632,552

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INVESCO Leisure Fund

  AIM Distributors    138,839    114,725    195,300    355,113    1,261,176
   

IDI

   28,925    24,723    52,129    88,991    372,097

INVESCO Technology Fund

 

AIM Distributors

   561,240    485,633    174,859    89,083    2,429,315
   

IDI

   5,824    1,554    16,779    30,940    607,833

INVESCO Utilities Fund

 

AIM Distributors

   91,586    129,003    25,274    N/A    138,166
   

IDI

   343    521    2,564    N/A    48,212

 

For the fiscal year ended March 31, 2004, allocation of 12b-1 amounts paid by the Funds for the following categories of expenses were:

 

An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended March 31, 2004 follows:

 

     Advertising

   Printing &
Mailing


   Seminars

   Underwriters
Compensation


   Dealer
Compensation


INVESCO Energy Fund

   $ 8,867    $ 1,209    $ 5,038    -0-    $ 55,419

INVESCO Financial Services Fund

     9,892      1,460      4,866    -0-      137,048

INVESCO Gold & Precious Metals Fund

     1,118      152      847    -0-      17,150

INVESCO Health Sciences Fund

     -0-      -0-      -0-    -0-      10,795

INVESCO Leisure Fund

     11,144      1,695      5,136    -0-      149,789

INVESCO Technology Fund

     37,694      5,234      13,848    -0-      510,288

INVESCO Utilities Fund

     -0-      -0-      -0-    -0-      91,929

 

An estimate by category of the allocation of actual fees paid by Class B shares of the Funds during the fiscal year ended March 31, 2004 follows:

 

     Advertising

   Printing &
Mailing


   Seminars

   Underwriters
Compensation


   Dealer
Compensation


INVESCO Energy Fund

     -0-      -0-    $ 1,639    $ 56,237    $ 17,102

INVESCO Financial Services Fund

   $ 1,141    $ 156      433      254,056      82,955

INVESCO Gold & Precious Metals Fund

     -0-      -0-      -0-      32,363      10,787

INVESCO Health Sciences Fund

     -0-      -0-      -0-      9,036      3,012

INVESCO Leisure Fund

     -0-      -0-      2,994      104,586      31,868

INVESCO Technology Fund

     2,710      370      1,540      365,391      117,176

INVESCO Utilities Fund

     -0-      -0-      368      97,143      32,013

 

An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended March 31, 2004 follows:

 

     Advertising

   Printing &
Mailing


   Seminars

   Underwriters
Compensation


   Dealer
Compensation


INVESCO Energy Fund

   $ 2,085    $ 206    $ 1,146    $ 27,495    $ 84,472

INVESCO Financial Services Fund

     1,857      184      1,020      24,488      192,091

INVESCO Gold & Precious Metals Fund

     -0-      -0-      -0-      10,494      27,663

INVESCO Health Sciences Fund

     -0-      -0-      -0-      9,198      59,499

INVESCO Leisure Fund

     4,507      615      3,415      66,590      172,302

INVESCO Technology Fund

     1,786      177      982      23,561      165,132

INVESCO Utilities Fund

     -0-      -0-      -0-      3,910      23,928

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An estimate by category of the allocation of actual fees paid by Class K shares of the Funds during the fiscal year ended March 31, 2004 follows:

 

     Advertising

  Printing &
Mailing


  Seminars

  Underwriters
Compensation


  Dealer
Compensation


INVESCO Energy Fund

     -0-     -0-     -0-   $ 238   $ 2,582

INVESCO Financial Services Fund

     -0-     -0-     -0-     324     8,033

INVESCO Gold & Precious Metals Fund

     N/A 1     N/A 1     N/A 1     N/A 1     N/A

INVESCO Health Sciences Fund

     -0-     -0-     -0-     50     12,183

INVESCO Leisure Fund

   $ 5,287   $ 747   $ 1,885     15,384     420,801

INVESCO Technology Fund

     1,637     255     473     4,352     113,306

INVESCO Utilities Fund

     N/A 1     N/A 1     N/A 1     N/A 1     N/A 1

 

An estimate by category of the allocation of actual fees paid by Investor Class shares of the Funds during the fiscal year ended March 31, 2004 follows:

 

     Advertising

   Printing &
Mailing


   Seminars

   Underwriters
Compensation


   Dealer
Compensation


   Sales
Personnel
Compensation


INVESCO Energy Fund

   $ 19,053    $ 3,178    $ 14,385    -0-    $ 430,592    $ 86,965

INVESCO Financial Services Fund

     90,158      15,346      71,401    -0-      1,547,653      394,306

INVESCO Gold & Precious Metals Fund

     17,106      2,930      11,270    -0-      165,364      95,172

INVESCO Health Sciences Fund

     137,102      23,345      108,302    -0-      1,742,364      593,655

INVESCO Leisure Fund

     64,542      10,583      44,912    -0-      1,213,551      299,685

INVESCO Technology Fund

     125,667      20,059      78,468    -0-      2,139,711      673,243

INVESCO Utilities Fund

     11,480      1,982      7,342    -0-      125,191      40,383

 

1 Class K shares are not offered.

 

The services which are provided by financial intermediaries may vary by financial intermediary but include, among other things, processing new shareholder account applications, preparing and transmitting to the Trust’s Transfer Agent computer-processable tapes of all Fund transactions by customers, serving as the primary source of information to customers in answering questions concerning the Funds, and assisting in other customer transactions with the Funds.

 

The Plans provide that they shall continue in effect with respect to each Fund as long as such continuance is approved at least annually by the vote of the Board cast in person at a meeting called for the purpose of voting on such continuance, including the vote of a majority of the Independent Trustees. A Plan can be terminated at any time by a Fund, without penalty, if a majority of the Independent Trustees, or shareholders of the relevant class of shares of the Fund, vote to terminate a Plan. Unless a complete termination of the Class B Plan (as defined in such Plan) occurs, Class B shares will continue to make payments to AIM Distributors with respect to Class B Shares sold by or attributable to the distribution efforts of AIM Distributors or its predecessor. The Trust may, in its absolute discretion, suspend, discontinue, or limit the offering of its shares at any time. In determining whether any such action should be taken, the Board intends to consider all relevant factors including, without limitation, the size of a Fund, the investment climate for a Fund, general market conditions, and the volume of sales and redemptions of a Fund’s shares. The Plans may continue in effect and payments may be made under a Plan following any temporary suspension or limitation of the offering of Fund shares; however, the Trust is not contractually obligated to continue a Plan for any particular period of time. Suspension of the offering of a Fund’s shares would not, of course, affect a shareholder’s ability to redeem his or her shares.

 

So long as the Plans are in effect, the selection and nomination of persons to serve as Independent Trustees of the Trust shall be committed to the Independent Trustees then in office at the time of such selection or nomination. The Plans may not be amended to increase the amount of a Fund’s payments under a Plan without approval of the shareholders of that Fund’s respective class of shares, and all material amendments to a Plan must be approved by the Board, including a majority of the Independent

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Trustees. Under the agreement implementing the Plans, AIM Distributors or a Fund, the latter by vote of a majority of the Independent Trustees, or a majority of the holders of the relevant class of a Fund’s outstanding voting securities, may terminate such agreement without penalty upon thirty days’ written notice to the other party. No further payments will be made by the Fund under a Plan in the event of its termination.

 

To the extent that a Plan constitutes a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so as to authorize the use of Fund assets in the amounts and for the purposes set forth therein, notwithstanding the occurrence of an assignment, as defined by the 1940 Act, and rules thereunder. To the extent it constitutes an agreement pursuant to a plan, a Fund’s obligation to make payments to AIM Distributors shall terminate automatically, in the event of such “assignment.” In this event, a Fund may continue to make payments pursuant to a Plan only upon the approval of new arrangements regarding the use of the amounts authorized to be paid by a Fund under a Plan. Such new arrangements must be approved by the trustees, including a majority of the Independent Trustees, by a vote cast in person at a meeting called for such purpose. These new arrangements might or might not be with AIM Distributors. On a quarterly basis, the trustees review information about the distribution services that have been provided to each Fund and the 12b-1 fees paid for such services. On an annual basis, the trustees consider whether a Plan should be continued and, if so, whether any amendment to the Plan, including changes in the amount of 12b-1 fees paid by each class of a Fund, should be made.

 

The only trustees and interested persons, as that term is defined in Section 2(a)(19) of the 1940 Act, who have a direct or indirect financial interest in the operation of the Plans are the officers and trustees of the Trust who are also officers either of AIM Distributors or other companies affiliated with AIM Distributors. The benefits which the Trust believes will be reasonably likely to flow to a Fund and its shareholders under the Plans include the following:

 

Ÿ Enhanced marketing efforts, if successful, should result in an increase in net assets through the sale of additional shares and afford greater resources with which to pursue the investment objectives of the Funds;

 

Ÿ The sale of additional shares reduces the likelihood that redemption of shares will require the liquidation of securities of the Funds in amounts and at times that are disadvantageous for investment purposes; and

 

Ÿ Increased Fund assets may result in reducing each investor’s share of certain expenses through economies of scale (e.g. exceeding established breakpoints in an advisory fee schedule and allocating fixed expenses over a larger asset base), thereby partially offsetting the costs of a Plan.

 

The positive effect which increased Fund assets will have on the Advisor’s revenues could allow the Advisor and its affiliated companies:

 

Ÿ To have greater resources to make the financial commitments necessary to improve the quality and level of the Funds’ shareholder services (in both systems and personnel);

 

Ÿ To increase the number and type of mutual funds available to investors from the Advisor and its affiliated companies (and support them in their infancy), and thereby expand the investment choices available to all shareholders; and

 

Ÿ To acquire and retain talented employees who desire to be associated with a growing organization.

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PURCHASE, REDEMPTION AND PRICING OF SHARES

 

Purchase and Redemption of Shares

 

Purchases of Class A Shares

 

Initial Sales Charges. Each AIM and INVESCO Fund (other than AIM Tax-Exempt Cash Fund, AIM Money Market Fund and AIM Short Term Bond Fund) is grouped into one of three categories to determine the applicable initial sales charge for its Class A Shares. Each INVESCO Fund is considered a Category I Fund. The sales charge is used to compensate AIM Distributors and participating dealers for their expenses incurred in connection with the distribution of the Funds’ shares. You may also be charged a transaction or other fee by the financial institution managing your account.

 

     Investor’s Sales Charge

    Dealer
Concession


 

Amount of Investment in
Single Transaction


   As a
Percentage
of the Public
Offering
Price


    As a
Percentage
of the Net
Amount
Invested


    As a
Percentage
of the Public
Offering
Price


 

Less than $ 25,000

   5.50 %   5.82 %   4.75 %

$ 25,000 but less than $ 50,000

   5.25     5.54     4.50  

$ 50,000 but less than $ 100,000

   4.75     4.99     4.00  

$100,000 but less than $ 250,000

   3.75     3.90     3.00  

$250,000 but less than $ 500,000

   3.00     3.09     2.50  

$500,000 but less than $1,000,000

   2.00     2.04     1.60  

 

Large Purchases of Class A Shares. Investors who purchase $1,000,000 or more of Class A Shares of Category I, II or III Funds and Class A shares of AIM Short Term Bond Fund do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, or III Funds and Class A shares of AIM Short Term Bond Fund and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I or II Fund and Class A shares of AIM Short Term Bond Fund, however, each share issued will generally be subject to a 1.00% contingent deferred sales charge (“CDSC”) if the investor redeems those shares within 18 months after purchase.

 

AIM Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM or INVESCO Funds may affect total compensation paid.

 

AIM Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I or II Funds or AIM Short Term Bond Fund, by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) retirement plans that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

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Percent of Purchase

 

1% of the first $2 million

plus 0.80% of the next $1 million

plus 0.50% of the next $17 million

plus 0.25% of amounts in excess of $20 million

 

If (i) the amount of any single purchase order plus (ii) the net asset value of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a “jumbo accumulation purchase.” With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s).

 

If an investor made a Large Purchase of Class A shares of a Category III Fund or AIM Short Term Bond Fund on and after November 15, 2001 and through October 30, 2002 and exchanges those shares for Class A shares of a Category I or II Fund or AIM Short Term Bond Fund, AIM Distributors will pay an additional dealer concession of 0.75% upon exchange.

 

If an investor makes a Large Purchase of Class A shares of a Category I or II Fund or AIM Short Term Bond Fund on and after November 15, 2001 and exchanges those shares for Class A shares of a Category III Fund, AIM Distributors will not pay any additional dealer compensation upon the exchange. Beginning February 17, 2003, Class A shares of a Category I or II Fund or AIM Short Term Bond Fund may not be exchanged for Class A shares of a Category III Fund.

 

If an investor makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I or II Fund or AIM Short Term Bond Fund, AIM Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I or II Fund or AIM Short Term Bond Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.

 

If an investor makes a Large Purchase of Class A shares of a Category III Fund and exchanges those shares for Class A shares of another Category III Fund, AIM Distributors will not pay any additional dealer concession upon the exchange. Beginning February 17, 2003, Class A shares of a Category III Fund may not be exchanged for Class A shares of another Category III Fund.

 

Purchases of Class A Shares by Certain Retirement Plans at NAV. For purchases of Class A shares of Category I and II Funds or AIM Short Term Bond Fund, AIM Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value (“NAV”) to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan’s purchase of Class A shares is a new investment (as defined below):

 

Percent of Purchase

 

0.50% of the first $20 million

plus 0.25% of amounts in excess of $20 million

 

This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

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A “new investment” means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM or INVESCO Fund shares, (ii) an exchange of AIM or INVESCO Fund shares, or (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM or INVESCO Fund shares. If AIM Distributors pays a dealer concession in connection with a plan’s purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM or INVESCO Fund. The trail commission will be paid out beginning in the 13 th month. If no additional fee is paid to financial intermediaries, the trail commission will begin to accrue immediately. If the applicable dealer of record is unable to establish that a plan’s purchase of Class A shares at NAV is a new investment, AIM Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.

 

With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plan’s account(s).

 

Purchasers Qualifying For Reductions in Initial Sales Charges. As shown in the tables above, purchases of certain amounts of AIM or INVESCO Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as “Qualified Purchasers.”

 

Individuals

 

  an individual (including his or her spouse or domestic partner, and children);

 

  any trust established exclusively for the benefit of an individual;

 

  a retirement plan established exclusively for the benefit of an individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and

 

  a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual or have an individual named as the beneficiary thereof).

 

Employer-Sponsored Retirement Plans

 

  a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:

 

  a. the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the AIM or INVESCO Funds will not accept separate contributions submitted with respect to individual participants);

 

  b. each transmittal is accompanied by a single check or wire transfer; and

 

  c. the AIM or INVESCO Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies AIM Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal.

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Trustees and Fiduciaries

 

  a trustee or fiduciary purchasing for a single trust, estate or fiduciary account.

 

Other Groups

 

  any organized group of persons, whether incorporated or not, purchasing AIM or INVESCO Fund shares through a single account, provided that:

 

  a. the organization has been in existence for at least six months; and

 

  b. the organization has some purpose other than the purchase at a discount of redeemable securities of a registered investment company.

 

How to Qualify For Reductions in Initial Sales Charges. The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the AIM or INVESCO Funds.

 

Letters of Intent

 

A Qualified Purchaser may pay reduced initial sales charges by: (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent (“LOI”), and (ii) subsequently fulfilling the conditions of that LOI.

 

The LOI confirms the total investment in shares of the AIM or INVESCO Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:

 

Calculating the Initial Sales Charge

 

  Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on “Initial Sales Charges” above).

 

  It is the purchaser’s responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

 

  The offering price may be further reduced as described below under “Rights of Accumulation” if the Transfer Agent is advised of all other accounts at the time of the investment.

 

  Shares acquired through reinvestment of dividends and capital gains distributions will not be applied to the LOI.

 

Calculating the Number of Shares to be Purchased

 

  Purchases made within 90 days before signing an LOI will be applied toward completion of the LOI. The LOI effective date will be the date of the first purchase within the 90-day period.

 

  Purchases made more than 90 days before signing an LOI will be applied toward the completion of the LOI based on the value of the shares purchased that is calculated at the public offering price on the effective date of the LOI.

 

  If a purchaser meets the original obligation at any time during the 13-month period, he or she may

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  revise the intended investment amount upward by submitting a written and signed request. This revision will not change the original expiration date.

 

  The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.

 

Fulfilling the Intended Investment

 

  By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge.

 

  To assure compliance with the provisions of the 1940 Act, the Transfer Agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those escrowed, will be registered in the purchaser’s name. If the total investment specified under this LOI is completed within the 13-month period, the escrowed shares will be promptly released.

 

  If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, he or she irrevocably constitutes and appoints the Transfer Agent as his attorney to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date.

 

Canceling the LOI

 

  If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to AIM Distributors.

 

  If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time.

 

Other Persons Eligible for the LOI Privilege

 

  The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.

 

LOIs and Contingent Deferred Sales Charges

 

If an investor entered into an LOI to purchase $1,000,000 or more of Class A shares of a Category III Fund on and after November 15, 2001 and through October 30, 2002, such shares will be subject to a 12-month, 0.25% CDSC. Purchases of Class A shares of a Category III Fund made pursuant to an LOI to purchase $1,000,000 or more of shares entered into prior to November 15, 2001 or after October 30, 2002 will not be subject to this CDSC. All LOIs to purchase $1,000,000 or more of Class A shares of Category I and II Funds and AIM Short Term Bond Fund are subject to an 18-month, 1% CDSC.

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Rights of Accumulation

 

A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the AIM and/or INVESCO Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, AIM Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the AIM and/or INVESCO Funds owned by such purchaser, calculated at their then current public offering price.

 

If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any AIM and/or INVESCO Fund with a value of $20,000 and wishes to invest an additional $20,000 in a fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to the full $20,000 purchase and not just to the $15,000 in excess of the $25,000 breakpoint.

 

To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.

 

Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

 

If an investor’s new purchase of Class A shares of a Category I or II Fund or AIM Short Term Bond Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period. For new purchases of Class A shares of Category III Funds at net asset value made on and after November 15, 2001 and through October 30, 2002, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 12 month holding period.

 

Other Requirements For Reductions in Initial Sales Charges. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. AIM Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM or INVESCO Funds without payment of the applicable sales charge other than to Qualified Purchasers.

 

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund, and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

 

Purchases of Class A Shares at Net Asset Value. AIM Distributors permits certain categories of persons to purchase Class A shares of the AIM or INVESCO Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as:

 

  Persons who have a relationship with the funds or with AIM and its affiliates, and are therefore familiar with the funds, and who place unsolicited orders directly with AIM Distributors; or

 

  Programs for purchase that involve little expense because of the size of the transaction and shareholder records required.

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AIM Distributors believes that it is appropriate and in the Funds’ best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through AIM Distributors without payment of a sales charge.

 

Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers:

 

  AIM Management and its affiliates, or their clients;

 

  Any current or retired officer, director or employee (and members of their immediate family) of AIM Management, its affiliates, the INVESCO Funds, or The AIM Family of Funds ® ; any foundation, trust or employee benefit plan established exclusively for the benefit of, or by, such persons; and any deferred compensation plan for trustees of investment companies sponsoring A I M Management or its affiliates;

 

  Any current or retired officer, director, or employee (and members of their immediate family) of DST Systems, Inc. or Personix, a division of FISERV Solutions, Inc.;

 

  Sales representatives and employees (and members of their immediate family) of selling group members of financial institutions that have arrangements with such selling group members;

 

  Purchases through approved fee-based programs;

 

  Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that:

 

  a. a plan’s initial investment is at least $1 million;

 

  b. the employer or plan sponsor signs a $1 million LOI;

 

  c. there are at least 100 employees eligible to participate in the plan;

 

  d. all plan transactions are executed through a single omnibus account per AIM or INVESCO Fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that

 

  e. retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares at NAV based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; and

 

  f. purchases of AIM Opportunities I Fund by all retirement plans are subject to initial sales charges;

 

  Shareholders of record of Advisor Class shares of AIM International Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously owned shares of the AIM or INVESCO Funds;

 

  Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares having a market value of at least $500 and who purchase additional shares of the same Fund;

 

  Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Weingarten Fund or AIM Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his

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  units only when the investment in shares of AIM Weingarten Fund and AIM Constellation Fund is effected within 30 days of the redemption or repurchase;

 

  A shareholder of a fund that merges or consolidates with an AIM or INVESCO Fund or that sells its assets to an AIM or INVESCO Fund in exchange for shares of an AIM or INVESCO Fund;

 

  Shareholders of the GT Global funds as of October 31, 1987 who since that date continually have owned shares of one or more of these funds;

 

  Certain former AMA Investment Advisers’ shareholders who became shareholders of AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time;

 

  Shareholders of record of Advisor Class shares of an AIM Fund on February 11, 2000 who have continuously owned shares of that AIM Fund, and who purchase additional shares of that AIM Fund;

 

  Shareholders of Investor Class shares of an AIM or INVESCO Fund;

 

  Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; and

 

  Initial purchases made by Qualified Purchasers, as defined above, within one (1) year after the registered representative who services their account(s) has become affiliated with a selling group member with which AIM Distributors has entered into a written agreement; and

 

  Participants in select brokerage programs for retirement plans and rollover IRAs who purchase shares through an electronic brokerage platform offered by entities with which AIM Distributors has entered into a written agreement.

 

As used above, immediate family includes an individual and his or her spouse or domestic partner, children, parents and parents of spouse or domestic partner.

 

In addition, an investor may acquire shares of any of the AIM or INVESCO Funds at net asset value in connection with:

 

  the reinvestment of dividends and distributions from a Fund;

 

  exchanges of shares of certain Funds;

 

  use of the reinstatement privilege; or

 

  a merger, consolidation or acquisition of assets of a Fund.

 

Payments to Dealers . AIM Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with AIM Distributors during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be “underwriters” as that term is defined under the 1933 Act.

 

In addition to, or instead of, amounts paid to financial intermediaries as a sales commission, AIM Distributors may, from time to time, at its expense out of its own financial resources or as an expense for which it may be compensated or reimbursed by an AIM or INVESCO Fund under a distribution plan, if applicable, make cash payments to financial intermediaries as an incentive to sell shares of the funds

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and/or to promote retention of their customers’ assets in the funds. Such cash payments may be calculated on sales of shares of AIM or INVESCO Funds (“Sales-Based Payments”), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial intermediary during the applicable period. Such cash payments also may be calculated on the average daily net assets of the applicable AIM or INVESCO Fund(s) attributable to that particular financial intermediary (“Asset-Based Payments’), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. AIM Distributors may agree to make such cash payments to a financial intermediary in the form of either or both Sales-Based Payments and Asset-Based Payments. AIM Distributors may also make other cash payments to financial intermediaries in addition to or in lieu of Sales-Based Payments and Asset-Based Payments, in the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives of those financial intermediaries and their families to places within or outside the United States; meeting fees; entertainment; transaction processing and transmission charges; advertising or other promotional expenses; or other amounts as determined in AIM Distributor’s discretion. In certain cases these other payments could be significant to the financial intermediaries. To the extent financial intermediaries sell more shares of the Funds or cause clients to retain their investment in the Funds, AIM benefits from management and other fees it is paid with respect to those assets. Any payments described above will not change the price paid by investors for the purchase of the applicable AIM or INVESCO Fund’s shares or the amount that any particular AIM or INVESCO Fund will receive as proceeds from such sales. AIM Distributors determines the cash payments described above in its discretion in response to requests from financial intermediaries, based on factors it deems relevant. Financial intermediaries may not use sales of the AIM or INVESCO Funds’ shares to qualify for any incentives to the extent that such incentives may be prohibited by the laws of any state.

 

Purchases of Class B Shares

 

Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. AIM Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM or INVESCO Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%.

 

Purchases of Class C Shares

 

Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM or INVESCO Funds (except for Class C shares of AIM Short Term Bond Fund) at the time of such sales. Payments will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on October 31, 1995, who purchase additional shares in any of the Funds on or after May 1, 1995, and in circumstances where AIM Distributors grants an exemption on particular transactions.

 

AIM Distributors may pay dealers and institutions who sell Class C shares of AIM Short Term Bond Fund, an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence immediately.

 

Purchases of Class K Shares

 

Class K shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class K shares are subject to a

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0.70% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan’s initial purchase.

 

For purchases of Class K shares, AIM Distributors may make the following payments to dealers of record:

 

Percent of Cumulative Purchase

 

   

0.70% of the first $5 million

   
    plus 0.45% of amounts in excess of $5 million    

 

If the dealer of record receives the above payments, the trail commission will be paid out beginning in the 13 th month. If no additional fee is paid to financial intermediaries, the trail commission will begin to accrue immediately.

 

Purchases of Class R Shares

 

Class R shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan’s initial purchase. For purchases of Class R shares of Category I or II Funds, AIM Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM or INVESCO Fund was offered as an investment option:

 

Percent of Cumulative Purchases

 

    0.75% of the first $5 million    
    plus 0.50% of amounts in excess of $5 million    

 

With regard to any individual purchase of Class R shares, AIM Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan’s account(s). If the dealer of record receives the above payments, the trail commission will be paid out beginning in the 13 th month. If no additional fee is paid to financial intermediaries, the trail commission will begin to accrue immediately.

 

Purchases of Investor Class Shares

 

Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. AIM Distributors may pay dealers and institutions an annual fee of 0.25% of average daily net assets and such payments will commence immediately.

 

Exchanges

 

Terms and Conditions of Exchanges. Normally, shares of an AIM or INVESCO Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging

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into a fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange.

 

Exchanges by Telephone . AIM Distributors has made arrangements with certain dealers and investment advisory firms to accept telephone instructions to exchange shares between any of the AIM or INVESCO Funds. AIM Distributors reserves the right to impose conditions on dealers or investment advisors who make telephone exchanges of shares of the funds, including the condition that any such dealer or investment advisor enter into an agreement (which contains additional conditions with respect to exchanges of shares) with AIM Distributors. To exchange shares by telephone, a shareholder, dealer or investment advisor who has satisfied the foregoing conditions must call AIS at (800) 959-4246. If a shareholder is unable to reach AIS by telephone, he may also request exchanges by fax, telegraph or use overnight courier services to expedite exchanges by mail, which will be effective on the business day received by AIS as long as such request is received prior to the close of the customary trading session of the New York Stock Exchange (“NYSE”). AIS and AIM Distributors may in certain cases be liable for losses due to unauthorized or fraudulent transactions if they do not follow reasonable procedures for verification of telephone transactions. Such reasonable procedures may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder’s Social Security Number and current address, and mailings of confirmations promptly after the transaction.

 

Redemptions

 

General . Shares of the AIM or INVESCO Funds may be redeemed directly through AIM Distributors or through any dealer who has entered into an agreement with AIM Distributors. In addition to the Funds’ obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with AIM Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received. Such an arrangement is subject to timely receipt by AIS, the Funds’ transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by AIM Distributors (other than any applicable contingent deferred sales charge) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.

 

Suspension of Redemptions . The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable.

 

Redemptions by Telephone. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), present or future, with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone redemption requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder’s Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to cease to act as attorney-in-fact subject to this appointment, and AIM Distributors reserves the right to modify or terminate the telephone redemption privilege at any time without notice.

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An investor may elect not to have this privilege by marking the appropriate box on the application. Then any redemptions must be effected in writing by the investor.

 

Systematic Redemption Plan . A Systematic Redemption Plan permits a shareholder of an AIM or INVESCO Fund to withdraw on a regular basis at least $100 per withdrawal. Under a Systematic Redemption Plan, all shares are to be held by AIS and all dividends and distributions are reinvested in shares of the applicable AIM or INVESCO Fund by AIS. To provide funds for payments made under the Systematic Redemption Plan, AIS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.

 

Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.

 

Each AIM or INVESCO Fund bears its share of the cost of operating the Systematic Redemption Plan.

 

Contingent Deferred Sales Charges Imposed upon Redemption of Shares

 

A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I and II Funds and AIM Short Term Bond Fund, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of AIM Short Term Bond Fund unless you exchange shares of another AIM or INVESCO Fund that are subject to a CDSC into AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class K or Class R shares.

 

Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares . An investor who has made a Large Purchase of Class A shares of a Category I, II, III Fund or AIM Short Term Bond Fund will not be subject to a CDSC upon the redemption of those shares in the following situations:

 

  Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund held more than 18 months;

 

  Redemptions of shares of Category III Funds purchased prior to November 15, 2001 or after October 30, 2002;

 

  Redemptions of shares of Category III Funds purchased on or after November 15, 2001 and through October 30, 2002 and held for more than 12 months;

 

  Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class A shares of an AIM or INVESCO Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan;

 

  Redemptions from private foundations or endowment funds;

 

  Redemptions of shares by the investor where the investor’s dealer waives the amounts otherwise payable to it by the distributor and notifies the distributor prior to the time of investment;

 

  Redemptions of shares of Category I, II or III Funds, AIM Cash Reserve Shares of AIM Money Market Fund or AIM Short Term Bond Fund acquired by exchange from Class A shares of a Category I or II Fund or AIM Short Term Bond Fund, unless the shares acquired by exchange (on or after November 15, 2001 and through October 30, 2002 with respect to

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  Category III Funds) are redeemed within 18 months of the original purchase or the exchange of Category I or II Fund or AIM Short Term Bond Fund shares;

 

  Redemptions of shares of Category III Funds, shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund acquired by exchange from Class A shares of a Category III Fund purchased prior to November 15, 2001;

 

  Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund acquired by exchange from Class A shares of a Category III Fund purchased on and after November 15, 2001 and through October 30, 2002, unless the shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category III Fund shares;

 

  Redemption of shares of Category III Funds, shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund acquired by exchange from Class A shares of a Category III Fund purchased on and after November 15, 2001, and through October 30, 2002 unless the shares acquired by exchange are redeemed within 12 months of the original purchase of the exchanged Category III Fund shares;

 

  Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund acquired by exchange on and after November 15, 2001 from AIM Cash Reserve Shares of AIM Money Market Fund if the AIM Cash Reserve Shares were acquired by exchange from a Category I or II Fund or AIM Short Term Bond Fund, unless the Category I or II Fund or AIM Short Term Bond Fund shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category I or II Funds or AIM Short Term Bond Fund shares;

 

  Redemptions of Category I or II Funds or AIM Short Term Bond Fund by retirement plan participants resulting from a total redemption of the plan assets that occurs more than one year from the date of the plan’s initial purchase; and

 

  Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund held by an Investor Class shareholder.

 

Contingent Deferred Sales Charge Exceptions for Class B and C Shares. Investors who purchased former GT Global funds Class B shares before June 1, 1998 are subject to the following waivers from the CDSC otherwise due upon redemption:

 

  Total or partial redemptions resulting from a distribution following retirement in the case of a tax-qualified employer-sponsored retirement;

 

  Minimum required distributions made in connection with an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other retirement plan following attainment of age 70½;

 

  Redemptions pursuant to distributions from a tax-qualified employer-sponsored retirement plan, which is invested in the former GT Global funds, which are permitted to be made without penalty pursuant to the Code, other than tax-free rollovers or transfers of assets, and the proceeds of which are reinvested in the former GT Global funds;

 

  Redemptions made in connection with participant-directed exchanges between options in an employer-sponsored benefit plan;

 

  Redemptions made for the purpose of providing cash to fund a loan to a participant in a tax-qualified retirement plan;

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  Redemptions made in connection with a distribution from any retirement plan or account that is permitted in accordance with the provisions of Section 72(t)(2) of the Code, and the regulations promulgated thereunder;

 

  Redemptions made in connection with a distribution from a qualified profit-sharing or stock bonus plan described in Section 401(k) of the Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon hardship of the covered employee (determined pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and

 

  Redemptions made by or for the benefit of certain states, counties or cities, or any instrumentalities, departments or authorities thereof where such entities are prohibited or limited by applicable law from paying a sales charge or commission.

 

CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable:

 

  Additional purchases of Class C shares of INVESCO International Core Equity Fund (formerly INVESCO International Blue Chip Value Fund) AIM Real Estate Fund by shareholders of record on April 30, 1995, of these Funds, except that shareholders whose broker-dealers maintain a single omnibus account with AIS on behalf of these shareholders, perform sub-accounting functions with respect to those shareholders, and are unable to segregate shareholders of record prior to April 30, 1995, from shareholders whose accounts were opened after that date will be subject to a CDSC on all purchases made after March 1, 1996;

 

  Redemptions following the death or post-purchase disability of (1) any registered shareholders on an account or (2) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability;

 

  Certain distributions from individual retirement accounts, Section 403(b) retirement plans, Section 457 deferred compensation plans and Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70½ or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant’s or beneficiary’s account value in a particular AIM or INVESCO Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the AIM or INVESCO Funds; (iv) tax-free returns of excess contributions or returns of excess deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary;

 

  Amounts from a Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis, at the time the withdrawal plan is established, provided the investor reinvests his dividends;

 

  Liquidation by the AIM or INVESCO Fund when the account value falls below the minimum required account size of $500; and

 

  Investment account(s) of AIM and its affiliates.

 

CDSCs will not apply to the following redemptions of Class C shares:

 

  A total or partial redemption of shares where the investor’s dealer of record notified the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him;

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  A total or partial redemption which is necessary to fund a distribution requested by a participant in a retirement plan maintained pursuant to Section 401, 403, or 457 of the Code;

 

  Redemptions of Class C shares of an AIM or INVESCO Fund other than AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM Short Term Bond Fund; and

 

  Redemptions of Class C shares of AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another AIM or INVESCO Fund and the original purchase was subject to a CDSC.

 

CDSCs will not apply to the following redemptions of Class R shares:

 

  Class R shares where the retirement plan’s dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and

 

  Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class R shares of an AIM or INVESCO Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan.

 

CDSCs will not apply to the following redemptions of Class K shares:

 

  Class K shares where the retirement plan’s dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him.

 

General Information Regarding Purchases, Exchanges and Redemptions

 

Good Order. Purchase, exchange and redemption orders must be received in good order. To be in good order, an investor must supply AIS with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to AIS in its sole discretion.

 

Timing of Purchase Orders. It is the responsibility of the dealer or other financial intermediary to ensure that all orders are transmitted on a timely basis to AIS. Any loss resulting from the failure of the dealer or financial intermediary to submit an order within the prescribed time frame will be borne by that dealer or financial intermediary. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss to an AIM or INVESCO Fund or to AIM Distributors.

 

Signature Guarantees. In addition to those circumstances listed in the “Shareholder Information” section of each Fund’s prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; and (4) written redemptions or exchanges of shares previously reported as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record. AIM or INVESCO Funds may waive or modify any signature guarantee requirements at any time.

 

Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an “eligible guarantor institution” as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in AIS’ current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. AIS will also accept signatures with either: (1) a

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signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an “eligible guarantor institution,” an investor should contact the Client Services Department of AIS.

 

Transactions by Telephone. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), or in any other account with any of the AIM or INVESCO Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM or INVESCO Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder’s Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.

 

Internet Transactions. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN, the investor acknowledges and agrees that neither AIS nor AIM Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of internet transactions include requests for confirmation of the shareholder’s personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect internet transactions may be terminated at any time by the AIM or INVESCO Funds.

 

Authorized Agents. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund’s authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund’s authorized agent or its designee.

 

Abandoned Property. It is the responsibility of the investor to ensure that AIS maintains a correct address for his account(s). An incorrect address may cause an investor’s account statements and other mailings to be returned to AIS. Upon receiving returned mail, AIS will attempt to locate the investor or rightful owner of the account. If unsuccessful, AIS will retain a shareholder locator service with a national information database to conduct periodic searches for the investor. If the search firm is unable to locate the investor, the search firm will determine whether the investor’s account has legally been abandoned. AIS is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.

 

Calculation of Net Asset Value (All Classes)

 

Each Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event

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the NYSE closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, each Fund determines its net asset value per share as of the close of the NYSE on such day. For purposes of determining net asset value per share, the Fund will generally use futures and options contract closing prices which are available fifteen (15) minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Funds determine net asset value per share by dividing the value of a Fund’s securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund’s net asset value per share is made in accordance with generally accepted accounting principles.

 

Each security (excluding convertible bonds) held by a Fund is valued at its last sales price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing services or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price (“NOCP”) or absent a NOCP, at the closing bid price on that day; option contracts are valued at the mean between the closing bid and asked prices on the exchange where the contracts are principally traded; futures contracts are valued at final settlement price quotations from the primary exchange on which they are traded. Debt securities (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data.

 

Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and asked prices. Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers in a manner specifically authorized by the Board. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

 

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund’s shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE which would not ordinarily be reflected in the computation of the Fund’s net asset value. If a development/event is so significant such that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board. Adjustments to closing prices to reflect fair value on affected foreign securities may be provided by an independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds. The overall pricing methodology and pricing servicing can change from time to time as approved by the Board.

 

Fund securities primarily traded in foreign markets may be traded in such markets on days which are not business days of the Fund. Because the net asset value per share of each Fund is determined only on

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business days of the Fund, the net asset value per share of a Fund may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.

 

How To Purchase and Redeem Shares

 

A complete description of the manner by which shares of the Funds may be purchased appears in the Prospectuses under the caption “How To Buy Shares.”

 

The sales charge normally deducted on purchases of Class A shares of the Funds is used to compensate AIM Distributors and participating financial intermediaries for their expenses incurred in connection with the distribution of such shares. Since there is little expense associated with unsolicited orders placed directly with AIM Distributors by persons, who because of their relationship with the Funds or with the Advisor and its affiliates, are familiar with the Funds, or whose programs for purchase involve little expense ( e.g. , because of the size of the transaction and shareholder records required), AIM Distributors believes that it is appropriate and in the Funds’ best interests that such persons be permitted to purchase Class A shares of the Funds through AIM Distributors without payment of a sales charge. The persons who may purchase Class A shares of the Funds without a sales charge are set forth herein under the caption “Purchases of Class A shares at Net Asset Value”.

 

The following formula may be used by an investor to determine the public offering price per Class A share of an investment:

 

Net Asset Value / (1 - Sales Charge as % of Offering Price) = Offering Price

 

Shares of the Institutional Class of the Technology Fund are offered at net asset value.

 

Information concerning redemption of a Fund’s shares is set forth in the Prospectuses under the caption “How To Sell Shares.” Shares of the Funds may be redeemed directly through AIM Distributors or through any financial intermediary who has entered into an agreement with AIM Distributors. In addition to the Funds’ obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to the shareholders. To effect a repurchase, those financial intermediaries who have executed agreements with AIM Distributors must phone orders to the order desk of the Funds at 1-800-347-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value of each Fund next determined after such order is received. Such arrangement is subject to timely receipt by AIS of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by the Funds or by AIM Distributors (other than any applicable CDSC or possible redemption fee) when shares are redeemed or repurchased, financial intermediaries may charge a fair service fee for handling the transaction.

 

Redemption in Kind

 

Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). A Fund may make a redemption in kind, for instance, if a cash redemption would disrupt its operations or performance. Securities delivered as payment in redemptions in kind will be valued at the same value assigned to them in computing the applicable Fund’s net asset value per share. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. If a Fund has made an election under Rule 18f-1 under the 1940 Act, the Fund is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund’s net assets in any 90-day period.

 

The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such

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suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable.

 

OTHER SERVICE PROVIDERS

 

Independent Accountants

 

PricewaterhouseCoopers LLP, 1201 Louisiana Street, Suite 2900, Houston, Texas 77002, is the independent registered public accounting firm of the Trust. The independent accountants are responsible for auditing the financial statements of the Funds.

 

Custodian

 

State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, is the custodian of the cash and investment securities of the Trust. The custodian is also responsible for, among other things, receipt and delivery of each Fund’s investment securities in accordance with procedures and conditions specified in the custody agreement with the Trust. The custodian is authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories.

 

Transfer Agent

 

AIM Investment Services, Inc. (“AIS”), formerly A I M Fund Services, Inc., 11 Greenway Plaza, Suite 100, Houston, TX 77046, is the Trust’s transfer agent, registrar, and dividend disbursing agent. Services provided by AIS include the issuance, cancellation, and transfer of shares of the Funds, and the maintenance of records regarding the ownership of such shares.

 

Legal Counsel

 

Legal matters of the Trust have been passed upon by Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, Philadelphia, PA 19103-7599.

 

BROKERAGE ALLOCATION AND OTHER PRACTICES

 

The Funds have authorized one or more brokers to accept purchase and redemption orders on its behalf and such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds’ behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order. Orders will be priced at the Fund’s net asset value next computed after they are accepted by an authorized broker or the broker’s authorized designee.

 

As the investment Sub-advisor to the Funds, the Sub-advisor places orders for the purchase and sale of securities with broker-dealers based upon an evaluation of the financial responsibility of the broker-dealers and the ability of the broker-dealers to effect transactions at the best available prices.

 

While the Sub-advisor seeks reasonably competitive commission rates, the Funds do not necessarily pay the lowest commission or spread available. The Sub-advisor is permitted to, and does, consider qualitative factors in addition to price in the selection of brokers. Among other things, the Sub-advisor considers the quality of executions obtained on a Fund’s portfolio transactions, viewed in terms of the size of transactions, prevailing market conditions in the security purchased or sold, and general economic and market conditions. The Sub-advisor has found that a broker’s consistent ability to execute transactions is at least as important as the price the broker charges for those services.

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In seeking to ensure that the commissions charged a Fund are consistent with prevailing and reasonable commissions, the Sub-advisor monitors brokerage industry practices and commissions charged by broker-dealers on transactions effected for other institutional investors like the Funds.

 

Consistent with the standard of seeking to obtain favorable execution on portfolio transactions, the Sub-advisor may select brokers that provide research services to the Sub-advisor and the Trust, as well as other mutual funds and other accounts managed by the Sub-advisor. Research services include statistical and analytical reports relating to issuers, industries, securities and economic factors and trends, which may be of assistance or value to the Sub-advisor in making informed investment decisions. Research services prepared and furnished by brokers through which a Fund effects securities transactions may be used by the Sub-advisor in servicing all of its accounts and not all such services may be used by the Sub-advisor in connection with a particular Fund. Conversely, a Fund receives benefits of research acquired through the brokerage transactions of other clients of the Sub-advisor.

 

In order to obtain reliable trade execution and research services, the Sub-advisor may utilize brokers that charge higher commissions than other brokers would charge for the same transaction. This practice is known as “paying up.” However, even when paying up, the Advisor is obligated to obtain favorable execution of a Fund’s transactions.

 

Sub-advisor may determine target levels of brokerage business with various brokers on behalf of its clients (including the Funds) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the broker; and (2) the research services provided by the broker. Portfolio transactions also may be effected through broker-dealers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund’s shares for their clients. AIM will not enter into a binding commitment with brokers to place trades with such brokers involving brokerage commissions in precise amounts.

 

Brokerage Commissions and Underwriting Discounts

 

The aggregate dollar amount of brokerage commissions paid by each Fund for the periods outlined in the table below were:

 

Energy Fund

      

Year Ended March 31, 2004

   $ 1,056,462

Year Ended March 31, 2003

     1,874,405

Year Ended March 31, 2002

     3,393,626

Financial Services Fund

      

Year Ended March 31, 2004

   $ 1,561,233

Year Ended March 31, 2003

     2,680,782

Year Ended March 31, 2002

     4,316,512

Gold & Precious Metals Fund

      

Year Ended March 31, 2004

   $ 434,500

Year Ended March 31, 2003

     642,351

Year Ended March 31, 2002

     204,569

Health Sciences Fund

      

Year Ended March 31, 2004

   $ 3,053,266

Year Ended March 31, 2003

     4,918,477

Year Ended March 31, 2002

     5,839,126

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Leisure Fund

      

Year Ended March 31, 2004

   $ 586,281

Year Ended March 31, 2003

     1,189,376

Year Ended March 31, 2002

     963,821

Technology Fund

      

Year Ended March 31, 2004

   $ 14,722,021

Year Ended March 31, 2003

     11,471,075

Year Ended March 31, 2002

     13,742,652

Utilities Fund

      

Year Ended March 31, 2004

   $ 352,717

Year Ended March 31, 2003

     455,873

Year Ended March 31, 2002

     569,850

Year Ended March 31, 2001

     571,816

 

For the fiscal years ended March 31, 2004, 2003 and 2002 brokers providing research services received $393,083, $18,752,340, and $22,446,763, respectively, in commissions on portfolio transactions effected for the Funds. The aggregate dollar amount of such portfolio transactions was $304,045,127. 47, $9,314,654,214, and $12,365,551,799, respectively.

 

During the last fiscal year ended March 31, 2004, INVESCO Financial Services Fund held securities issued by the following companies, which are “regular” brokers or dealers of INVESCO Financial Services Fund are identified below:

 

Fund/Issuer


   Security

   Market Value

Ameritrade Holding Corp.

   Common Stock    $ 13,656,720

Bear Stearns Cos. Inc. (The)

   Common Stock      21,946,304

E *Trade Financial Corp.

   Common Stock      2,645,970

Goldman Sachs Group, Inc. (The)

   Common Stock      41,886,090

J. P. Morgan Chase & Co.

   Common Stock      49,849,185

Lehman Brothers Holdings Inc.

   Common Stock      46,490,070

Merrill Lynch & Co., Inc.

   Common Stock      51,060,788

Morgan Stanley

   Common Stock      10,526,010

UBS A.G.

   Common Stock      26,108,745

 

Neither the Advisor nor any affiliate of the Advisor receives any brokerage commissions on portfolio transactions effected on behalf of the Funds, and there is no affiliation between the Advisor or any person affiliated with the Advisor or the Funds and any broker or dealer that executes transactions for the Funds.

 

Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualifications as such in each of its taxable years. As a regulated investment company, each Fund is not subject to federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and capital gain net income (i.e., the excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes (i) at least 90% of its investment company taxable income (i.e., net investment income, net foreign currency ordinary gain or loss and the excess of net short-term capital gain over net long-term capital loss) and (ii) at least 90% of the excess of its tax-exempt interest income under Code Section

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103(a) over its deductions disallowed under Code Sections 265 and 171(a)(2) for the taxable year (the “Distribution Requirement”), and satisfies certain other requirements of the Code that are described below. Distributions by a Fund made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year, will be considered distributions of income and gain of the taxable year and can therefore satisfy the Distribution Requirement.

 

In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities and other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock or securities (the “Income Requirement”). Under certain circumstances, a Fund may be required to sell portfolio holdings to meet this requirement.

 

If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable as ordinary dividends to the extent of such Fund’s current and accumulated earnings and profits. Such distributions generally will be eligible for the dividends received deduction in the case of corporate shareholders.

 

TAX CONSEQUENCES OF OWNING SHARES OF A FUND

 

Each Fund intends to continue to conduct its business and satisfy the applicable diversification of assets, distribution, and source of income requirements to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment company and intends to continue to qualify during its current fiscal year. It is the intent of each Fund to distribute all investment company taxable income and net capital gain. As a result of this intent and the Funds’ qualification as regulated investment companies, it is anticipated that none of the Funds will pay federal income or excise taxes but its shareholders will generally be subject to tax on Fund distributions that are made to them. If a Fund does not distribute all of its net investment income or net capital gain, it will be subject to income and excise taxes on the amount that is not distributed. If a Fund does not qualify as a regulated investment company, it will be subject to income tax on its net investment income and net capital gain at the corporate tax rates.

 

Dividends paid by a Fund from net investment income as well as distributions of net realized short-term capital gain and net realized gain from certain foreign currency transactions are taxable for federal income tax purposes as ordinary income to shareholders. After the end of each calendar year, the Funds send shareholders information regarding the amount and character of dividends paid in the year. Dividends eligible for the dividends-received deduction will be limited to the aggregate amount of qualifying dividends that a Fund derives from its portfolio investments.

 

Ordinary income dividends paid by a Fund to individuals and other noncorporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and from foreign corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. However, dividends received by a Fund from foreign personal holding companies, foreign investment companies or PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of a Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by a Fund will be qualifying dividend income.

 

A Fund realizes a capital gain or loss when it sells a portfolio security for more or less than it paid for that security. Capital gain and loss are divided into short-term and long-term, depending on how long the Fund held the security which gave rise to the gain or loss. If the security was held one year or less the

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gain or loss is considered short-term, while holding a security for more than one year will generate a long-term gain or loss. Short-term capital gain is included with income from dividends and interest as ordinary income and is paid to shareholders as dividends, as discussed above. If total long-term gains on sales exceed total short-term losses, including any losses carried forward from previous years, a Fund will have a net capital gain. Distributions by a Fund of net capital gain are, for federal income tax purposes, taxable to the shareholder as a long-term capital gain regardless of how long a shareholder has held shares of the particular Fund. Such distributions are not eligible for the dividends-received deduction. After the end of each calendar year, the Funds send information to shareholders regarding the amount and character of distributions paid during the year.

 

A Fund may either retain or distribute to shareholders its net capital gain (net long-term capital gain over net short-term capital loss) for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain (currently taxable at a maximum rate of 15% for noncorporate shareholders) regardless of the length of time the shareholder has held his shares or whether such gain was recognized by the Fund prior to the date on which the shareholder acquired his shares. Conversely, if a Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carry forwards) at the 35% corporate tax rate. If a Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

 

Dividends paid by a Fund from net capital gain are, for federal income tax purposes, taxable to the shareholder as a long-term capital gain regardless of how long a shareholder has held shares of the Fund. Such distributions are not eligible for the dividends-received deduction. After the end of each fiscal year, each Fund sends information to shareholders regarding the amount of capital gain dividends paid during the year.

 

All dividends and other distributions, to the extent of a Fund’s earnings and profits, are taxable income to the shareholder, whether such dividends and distributions are reinvested in additional shares or paid in cash. If the net asset value of a Fund’s shares should be reduced below a shareholder’s cost as a result of a distribution, such distribution would be taxable to the shareholder although a portion would be a return of invested capital. Accordingly, if shares of a Fund are purchased shortly before a distribution, a portion of the purchase price for the shares may then be returned to the shareholder as a taxable dividend or capital gain.

 

If it invests in foreign securities, a Fund may be subject to the withholding of foreign taxes on dividends or interest it receives on foreign securities. Foreign taxes withheld will be treated as an expense of the Fund unless the Fund meets the qualifications and makes the election to enable it to pass these taxes through to shareholders for use by them as a foreign tax credit or deduction. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

 

A Fund may invest in the stock of “passive foreign investment companies” (“PFICs”). A PFIC is a foreign corporation that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive or (2) an average value of at least 50% of its assets produce, or are held for the production of, passive income. Each Fund intends to “mark-to-market” its stock in any PFIC. In this context, “marking-to-market” means including in ordinary income for each taxable year the excess, if any, of the fair market value of the PFIC stock over the Fund’s adjusted basis in the PFIC stock as of the end of the year. In certain circumstances, a Fund will also be allowed to deduct from ordinary income the excess, if any, of its adjusted basis in PFIC stock over the fair market value of the PFIC stock as of the end of the year. The deduction will only be allowed to the extent of any PFIC mark-to-market gains recognized as ordinary income in prior years. A Fund’s adjusted tax basis in each PFIC stock for which it makes this election will be adjusted to reflect the amount of income included or deduction taken under the election.

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Gains or losses (1) from the disposition of foreign currencies, (2) from the disposition of debt securities denominated in foreign currencies that are attributable to fluctuations in the value of the foreign currency between the date of acquisition of each security and the date of disposition, and (3) that are attributable to fluctuations in exchange rates that occur between the time a Fund accrues interest, dividends or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects the receivables or pays the liabilities, generally will be treated as ordinary income or loss. These gains or losses may increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders.

 

The transfer agent may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them prepare their tax returns. This information is intended as a convenience to shareholders and will not be reported to the Internal Revenue Service (the “IRS”). The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The cost basis information provided by the transfer agent will be computed using the single-category average cost method, although neither the transfer agent nor the Funds recommend any particular method of determining cost basis. Other methods may result in different tax consequences. Even if you have reported gains or losses for a Fund in past years using another basis method, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods. Likewise, changing to any basis method other than the average cost method requires IRS approval.

 

If you sell Fund shares at a loss after holding them for six months or less, your loss will be treated as long-term (instead of short-term) capital loss to the extent of any capital gain distributions that you may have received on those shares. If you pay a sales charge to acquire shares, that sales charge is generally treated as part of your cost basis for determining gain or loss upon disposition of those shares. However, if you exchange your shares within ninety days of acquisition and the sales charge was paid on the original shares, then the sales charge is not treated as part of your cost basis on the original shares, but instead, carries over to be included as part of your cost basis in the new or replacement shares.

 

Each Fund will be subject to a nondeductible 4% excise tax to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary income for that year and its capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts.

 

You should consult your own tax adviser regarding specific questions as to federal, state, and local taxes. Dividends and capital gain distributions will generally be subject to applicable state and local taxes. Qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended, for income tax purposes does not entail government supervision of management or investment policies. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on July 30, 2004.

 

On April 30, 2004, 51,524,128 Institutional Class shares valued at $1,223,182,804 were redeemed by an institutional investor which exceeded 25% of the voting securities of the INVESCO Technology Fund. The redemption was satisfied through a transfer of securities held by the INVESCO Technology Fund valued at $1,168,804,445 and cash of $54,378,359. Total net assets of the INVESCO Technology Fund prior to the redemption were $3,005,136,178. Under the Investment Company Act of 1940, any person who owns beneficially more than 25% of the voting securities of a mutual fund is presumed to control such mutual fund.

 

From a federal income tax perspective, the redemption triggers limitations under the Internal Revenue Code and related regulations regarding the amount of the capital loss carry forward available for future utilization by the INVESCO Technology Fund. After the redemption, the capital loss carry forward is expected to be subject to an annual accumulating limitation of approximately $77,000,000 per year (approximately $530,000,000 in total). The INVESCO Technology Fund may also be able to utilize an additional $285,000,000 off capital loss carry forward to the extent that unrealized gains existing on the redemption date are realized within a five year period. The actual amount of capital loss carry forward

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reduction may fluctuate based on future transactions of the Fund. The capital loss carry forward at March 31, 2004 was approximately $4,550,000,000.

 

PERFORMANCE

 

To keep shareholders and potential investors informed, the Advisor will occasionally advertise the Funds’ total return for one-, five-, and ten-year periods (or since inception). Most advertisements of the Funds will disclose the maximum front-end sales charge imposed on purchases of a Fund’s Class A shares and/or the applicable CDSC imposed on redemptions of a Fund’s Class B and Class C shares. If any advertised performance data does not reflect the maximum front-end sales charge (if any), or the applicable CDSC, such advertisement will disclose that the sales charge or CDSC has not been deducted in computing the performance data, and that, if reflected, such charges would reduce the performance quoted.

 

Each Fund’s total return is calculated in accordance with a standardized formula for computation of annualized total return. Standardized total return for Class A shares reflects the deduction of the maximum front-end sales charge at the time of purchase. Standardized total return for Class B and Class C shares reflects the deduction of the maximum applicable CDSC on a redemption of shares held for the period. A 1.00% - 5.00% CDSC may be charged on redemptions of Class B shares held six years or less, other than shares acquired through reinvestment of dividends and other distributions. A 1.00% CDSC may be charged on redemptions of Class C shares held twelve months or less, other than shares acquired through reinvestment of dividends and other distributions. Please see the section entitled “Distributor” for additional information on CDSCs. Total returns quoted in advertising reflect all aspects of a Fund’s return, including the effect of reinvesting dividends and capital gain distributions, and any change in the Fund’s net asset value per share over the period. Average annual returns are calculated by determining the growth or decline in value of a hypothetical investment in a Fund over a stated period, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period. Because average annual returns tend to even out variations in a Fund’s returns, investors should realize that the Fund’s performance is not constant over time, but changes from year to year, and that average annual returns do not represent the actual year-to-year performance of the Fund.

 

In addition to average annual returns, each Fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period. Cumulative total return shows the actual rate of return on an investment for the period cited; average annual total return represents the average annual percentage change in the value of an investment. Both cumulative and average annual total returns tend to “smooth out” fluctuations in a Fund’s investment results, because they do not show the interim variations in performance over the periods cited. Total returns may be quoted with or without taking a Fund’s maximum applicable Class A front-end sales charge or Class B or Class C CDSC into account. Excluding sales charges from a total return calculation produces a higher total return figure.

 

We may also advertise the Utilities Fund’s “30-day SEC yield.” “30-day SEC yield” is based on historical earnings and is not intended to indicate future performance. The “30-day SEC yield” of a Fund refers to the income generated by an investment in the Fund over a 30-day period (which period will be stated in the advertisement). This income is then “annualized.” That is, the amount of income generated by the investment during that period is assumed to be generated each 30-day period over a 52-week period and is shown as a percentage of the investment.

 

The “30-day SEC yield” for the Utilities Fund (with expense reimbursements) for the 30 days ended March 31, 2004 were:

 

Investor                         

Fund


   Class

    Class A

    Class B

    Class C

 

Utilities

   1.64 %   1.65 %   1.13 %   1.13 %
                          

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More information about the Funds’ recent and historical performance is contained in the Trust’s Annual Report to Shareholders. You can get a free copy by calling or writing to AIS using the telephone number or address on the back cover of the Funds’ Prospectuses.

 

When we quote mutual fund rankings published by Lipper Inc., we may compare a Fund to others in its appropriate Lipper category, as well as the broad-based Lipper general fund groupings. These rankings allow you to compare a Fund to its peers. Other independent financial media also produce performance- or service-related comparisons, which you may see in our promotional materials.

 

Performance figures are based on historical earnings and are not intended to suggest future performance.

 

Average annual total return performance for the one-, five-, and ten- (or since inception) periods ended March 31, 2004 was:

 

Fund and Class


   1 Year

    5 Year

    10 Year or
Since Inception


 

Investor Class

                  

Energy Fund

                  

Return Before Taxes

   32.00 %   16.22 %   12.56 %

Return After Taxes on Distributions

   32.00 %   15.85 %   11.09 %

Return After Taxes on Distributions and Sale of Fund Shares

   20.80 %   14.15 %   10.22 %

Financial Services Fund

                  

Return Before Taxes

   42.73 %   4.87 %   14.65 %

Return After Taxes on Distributions

   42.65 %   3.90 %   12.59 %

Return After Taxes on Distributions and Sale of Fund Shares

   27.85 %   3.77 %   11.91 %

Gold & Precious Metals Fund

                  

Return Before Taxes

   65.92 %   17.15 %   -1.71 %

Return After Taxes on Distributions

   63.94 %   16.64 %   -3.12 %

Return After Taxes on Distributions and Sale of Fund Shares

   42.92 %   14.81 %   -2.19 %

Health Sciences Fund

                  

Return Before Taxes

   29.46 %   1.10 %   12.85 %

Return After Taxes on Distributions

   29.46 %   -0.27 %   10.48 %

Return After Taxes on Distributions and Sale of Fund Shares

   19.15 %   0.35 %   10.24 %

Leisure Fund

                  

Return Before Taxes

   38.66 %   9.78 %   14.16 %

Return After Taxes on Distributions

   38.66 %   8.39 %   12.21 %

Return After Taxes on Distributions and Sale of Fund Shares

   25.13 %   7.81 %   11.49 %

 

Fund and Class


   1 Year

   5 Year

   10 Year or
Since Inception


Technology Fund

              

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Return Before Taxes

   44.91 %   -7.56 %   7.93 %

Return After Taxes on Distributions

   44.91 %   -8.04 %   5.60 %

Return After Taxes on Distributions and Sale of Fund Shares

   29.19 %   -6.17 %   5.76 %

Utilities Fund

                  

Return Before Taxes

   27.50 %   -5.00 %   5.02 %

Return After Taxes on Distributions

   26.82 %   -5.99 %   3.52 %

Return After Taxes on Distributions and Sale of Fund Shares

   18.84 %   -4.44 %   3.62 %

Institutional Class

                  

Technology Fund

                  

Return Before Taxes

   46.19 %   -6.96 %   -3.50 1 %

Return After Taxes on Distributions

   46.19 %   -7.44 %   -3.97 1 %

Return After Taxes on Distributions and Sale of Fund Shares

   30.03 %   -5.70 %   -2.86 1 %

Class A - (Including Front-End Sales Charge)

                  

Energy Fund

                  

Return Before Taxes

   24.90 %   N/A     4.52 2 %

Return After Taxes on Distributions

   24.90 %   N/A     4.52 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   16.19 %   N/A     3.85 2 %

Financial Services Fund

                  

Return Before Taxes

   34.94 %   N/A     2.35 2 %

Return After Taxes on Distributions

   34.85 %   N/A     2.23 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   22.79 %   N/A     1.94 2 %

Gold & Precious Metals Fund

                  

Return Before Taxes

   55.89 %   N/A     27.53 2 %

Return After Taxes on Distributions

   54.11 %   N/A     26.81 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   36.39 %   N/A     23.38 2 %

Health Sciences Fund

                  

Return Before Taxes

   22.40 %   N/A     -0.39 2 %

Return After Taxes on Distributions

   22.40 %   N/A     -0.39 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   14.56 %   N/A     -0.33 2 %

Leisure Fund

                  

Return Before Taxes

   31.06 %   N/A     1.91 2 %

Return After Taxes on Distributions

   31.06 %   N/A     1.91 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   20.19 %   N/A     1.63 2 %

 

Fund and Class


   1 Year

    5 Year

  

10 Year or

Since Inception


 

Technology Fund

                 

Return Before Taxes

   37.51 %   N/A    -12.32 2 %

Return After Taxes on Distributions

   37.51 %   N/A    -12.30 2 %

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Return After Taxes on Distributions and Sale of Fund Shares

   24.38 %   N/A    -10.37 2 %

Utilities Fund

                 

Return Before Taxes

   20.37 %   N/A    -2.52 2 %

Return After Taxes on Distributions

   19.75 %   N/A    -3.33 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   13.58 %   N/A    -2.56 2 %

Class B - (Including CDSC)

                 

Energy Fund

                 

Return Before Taxes

   26.30 %   N/A    5.29 2 %

Return After Taxes on Distributions

   26.30 %   N/A    5.29 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   17.09 %   N/A    4.52 2 %

Financial Services Fund

                 

Return Before Taxes

   36.85 %   N/A    3.41 2 %

Return After Taxes on Distributions

   36.84 %   N/A    3.34 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   23.95 %   N/A    2.87 2 %

Gold & Precious Metals Fund

                 

Return Before Taxes

   60.26 %   N/A    30.04 2 %

Return After Taxes on Distributions

   58.44 %   N/A    29.32 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   39.24 %   N/A    25.58 2 %

Health Sciences Fund

                 

Return Before Taxes

   23.66 %   N/A    0.36 2 %

Return After Taxes on Distributions

   23.66 %   N/A    0.36 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   15.38 %   N/A    0.30 2 %

Leisure Fund

                 

Return Before Taxes

   32.75 %   N/A    2.64 2 %

Return After Taxes on Distributions

   32.75 %   N/A    2.64 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   21.29 %   N/A    2.25 2 %

Technology Fund

                 

Return Before Taxes

   39.24 %   N/A    -11.93 2 %

Return After Taxes on Distributions

   39.24 %   N/A    -11.93 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   25.50 %   N/A    -10.04 2 %

 

Fund and Class


   1 Year

    5 Year

  

10 Year or

Since Inception


 

Utilities Fund

                 

Return Before Taxes

   21.47 %   N/A    -1.90 2 %

Return After Taxes on Distributions

   21.01 %   N/A    -2.49 2 %

Return After Taxes on Distributions and Sale of Fund Shares

   14.21 %   N/A    -1.93 2 %

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Class C - (Including CDSC)

                 

Energy Fund

                 

Return Before Taxes

   30.31 %   N/A    12.65 3 %

Return After Taxes on Distributions

   30.31 %   N/A    12.21 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   19.70 %   N/A    10.84 3 %

Financial Services Fund

                 

Return Before Taxes

   40.27 %   N/A    8.88 3 %

Return After Taxes on Distributions

   40.27 %   N/A    8.21 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   26.18 %   N/A    7.39 3 %

Gold & Precious Metals Fund

                 

Return Before Taxes

   63.70 %   N/A    24.03 3 %

Return After Taxes on Distributions

   62.23 %   N/A    23.47 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   41.46 %   N/A    20.88 3 %

Health Sciences Fund

                 

Return Before Taxes

   26.77 %   N/A    -2.69 3 %

Return After Taxes on Distributions

   26.77 %   N/A    -3.68 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   17.40 %   N/A    -2.68 3 %

Leisure Fund

                 

Return Before Taxes

   36.47 %   N/A    2.31 3 %

Return After Taxes on Distributions

   36.47 %   N/A    1.24 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   23.70 %   N/A    1.48 3 %

Technology Fund

                 

Return Before Taxes

   43.23 %   N/A    -27.96 3 %

Return After Taxes on Distributions

   43.23 %   N/A    -28.18 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   28.10 %   N/A    -21.42 3 %

Utilities Fund

                 

Return Before Taxes

   25.17 %   N/A    -13.00 3 %

Return After Taxes on Distributions

   24.75 %   N/A    -13.49 3 %

Return After Taxes on Distributions and Sale of Fund Shares

   16.58 %   N/A    -10.75 3 %

 

Fund and Class


   1 Year

    5 Year

  

10 Year or

Since Inception


 

Class K

                 

Energy Fund

                 

Return Before Taxes

   32.03 %   N/A    6.28 4 %

Return After Taxes on Distributions

   32.03 %   N/A    6.28 4 %

Return After Taxes on Distributions and Sale of Fund Shares

   20.82 %   N/A    5.39 4 %

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Financial Services Fund

                 

Return Before Taxes

   42.61 %   N/A    3.42 4 %

Return After Taxes on Distributions

   42.54 %   N/A    2.83 4 %

Return After Taxes on Distributions and Sale of Fund Shares

   27.78 %   N/A    2.66 4 %

Health Sciences Fund

                 

Return Before Taxes

   28.46 %   N/A    -4.09 4 %

Return After Taxes on Distributions

   28.46 %   N/A    -4.09 4 %

Return After Taxes on Distributions and Sale of Fund Shares

   18.50 %   N/A    -3.45 4 %

Leisure Fund

                 

Return Before Taxes

   37.80 %   N/A    7.21 5 %

Return After Taxes on Distributions

   37.80 %   N/A    7.21 5 %

Return After Taxes on Distributions and Sale of Fund Shares

   24.57 %   N/A    6.17 5 %

Technology Fund

                 

Return Before Taxes

   44.28 %   N/A    -23.85 4 %

Return After Taxes on Distributions

   44.28 %   N/A    -23.85 4 %

Return After Taxes on Distributions and Sale of Fund Shares

   28.78 %   N/A    -19.13 4 %

 

1 Institutional Class shares commenced investment operations on December 21, 1998.

 

2 Class A and Class B shares commenced operations on March 28, 2002.

 

3 Class C shares commenced operations on February 14, 2000.

 

4 Class K shares commenced operations on November 30, 2000.

 

5 Class K shares commenced operations on December 14, 2001.

 

Average annual total return performance for each of the periods indicated was computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending redeemable value, according to the following formula:

 

P(1 + T) n = ERV

 

where:

     P = a hypothetical initial payment of $1,000
       T = average annual total return
       n = number of years
       ERV = ending redeemable value of initial payment

 

Average annual total return after taxes on distributions and after taxes on distributions and sale of Fund shares is computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending value, according to the following formula:

 

After taxes on distributions:

 

P(1 + T) n =ATV D

 

where:

     P = a hypothetical initial payment of $1,000
       T = average annual total return (after taxes on distributions)
       n = number of years
       ATV D = ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of the 1-, 5-, or 10-year periods (or fractional portion) after taxes on fund distributions but not after taxes on redemptions.

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After taxes on distributions and redemption:

 

P(1 + T) n =ATV DR

 

where:

     P = a hypothetical initial payment of $1,000
       T = average annual total return (after taxes on distributions and redemption)
      

n = number of years

      

ATV DR = ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of the 1-, 5-, or 10-year periods (or fractional portion) after taxes on fund distributions and redemptions.

 

The average annual total return performance figures shown above were determined by solving the above formula for “T” for each time period indicated.

 

The “30-day SEC yield” is computed by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula:

 

Yield   =

  2   [   (   a – b   + 1   )       6   – 1   ]
        cd              

 

where:

     a = dividends and interest earned during the period
       b = expenses accrued for the period (net of reimbursements)
       c = the average daily number of shares outstanding during the period that were entitled to receive dividends
       d = the maximum offering price per share on the last day of the period

 

In conjunction with performance reports, comparative data between a Fund’s performance for a given period and other types of investment vehicles, including certificates of deposit, may be provided to prospective investors and shareholders.

 

In conjunction with performance reports and/or analyses of shareholder services for a Fund, comparative data between that Fund’s performance for a given period and recognized indices of investment results for the same period, and/or assessments of the quality of shareholder service, may be provided to shareholders. Such indices include indices provided by Dow Jones & Company, S&P, Lipper Inc., Lehman Brothers, National Association of Securities Dealers Automated Quotations, Frank Russell Company, Value Line Investment Survey, the American Stock Exchange, Morgan Stanley Capital International, Wilshire Associates, the Financial Times Stock Exchange, the NYSE, the Nikkei Stock Average, and Deutcher Aktienindex, all of which are unmanaged market indicators. In addition, rankings, ratings, and comparisons of investment performance and/or assessments of the quality of shareholder service made by independent sources may be used in advertisements, sales literature or shareholder reports, including reprints of, or selections from, editorials or articles about the Fund. These sources utilize information compiled (i) internally; (ii) by Lipper Inc.; or (iii) by other recognized analytical services. The Lipper Inc. mutual fund rankings and comparisons which may be used by the Funds in performance

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reports will be drawn from the following mutual fund groupings, in addition to the broad-based Lipper general fund groupings.

 

Fund


  

Lipper Mutual

Fund Category


Energy

   Natural Resources

Financial Services

   Financial Services

Gold & Precious Metals

   Gold Oriented

Health Sciences

   Health/Biotechnology

Leisure

   Specialty/Miscellaneous

Technology

   Science and Technology

Utilities

   Utility

 

Sources for Fund performance information and articles about the Funds include, but are not limited to, the following:

 

Advertising Age

   Forbes    Nation’s Business

Barron’s

   Fortune    New York Times

Best’s Review

   Hartford Courant    Pension World

Bloomberg

   Inc.    Pensions & Investments

Broker World

   Institutional Investor    Personal Investor

Business Week

   Insurance Forum    Philadelphia Inquirer

Changing Times

   Insurance Week    The Bond Buyer

Christian Science Monitor

   Investor’s Business Daily    USA Today

Consumer Reports

   Journal of the American    U.S. News & World Report

Economist

   Society of CLU & ChFC    Wall Street Journal

FACS of the Week

   Kiplinger Letter    Washington Post

Financial Planning

   Money    CNN

Financial Product News

   Mutual Fund Forecaster    CNBC

Financial Services Week

        PBS

Financial World

         

 

Each Fund may also compare its performance to performance data of similar mutual funds as published by the following services:

 

Bank Rate Monitor

   Morningstar, Inc.     

Bloomberg

   Standard & Poor’s     

FactSet Date Systems

   Strategic Insight     

Lipper, Inc.

   Thompson Financial     

 

REGULATORY INQUIRIES AND PENDING LITIGATION

 

The mutual fund industry as a whole is currently subject to regulatory inquires and litigation related to a wide range of issues. These issues include, among others, market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies and issues related to Section 529 college savings plans.

 

As described in the prospectuses for the AIM and INVESCO Funds, INVESCO Funds Group, Inc. (“IFG”), the former investment advisor to the INVESCO Funds and an indirect wholly owned subsidiary of

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AMVESCAP PLC (“AMVESCAP”), is the subject of three regulatory actions concerning market timing activity in the INVESCO Funds.

 

In addition, as described more fully below, IFG, AIM, certain related entities, certain of their current and former officers and/or certain of the AI0M and INVESCO Funds have received regulatory inquiries in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the issues currently being scrutinized by various Federal and state regulators, including but not limited to those described above.

 

As described more fully below, civil lawsuits related to many of the above issues have been filed against (depending upon the lawsuit) IFG, AIM, certain related entities, certain of their current and former officers, and/or certain of the AIM and INVESCO Funds and/or their trustees.

 

Additional regulatory actions and/or civil lawsuits related to the above or other issues may be filed against the AIM and INVESCO Funds, IFG, AIM and/or related entities and individuals in the future. Additional regulatory inquiries related to the above or other issues also may be received by the AIM and INVESCO Funds, IFG, AIM and/or related entities and individuals in the future. This statement of additional information will be supplemented periodically to disclose any such additional regulatory actions, civil lawsuits and regulatory inquiries. Also, this statement of additional information will be supplemented periodically to disclose developments with respect to the three regulatory actions concerning market timing activity in the INVESCO Funds that are described in the AIM and INVESCO Funds’ prospectuses.

 

Regulatory Inquiries Concerning IFG

 

IFG, certain related entities, certain of their current and former officers and/or certain of the INVESCO Funds have received regulatory inquiries in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the following issues, some of which concern one or more INVESCO Funds: market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, and investments in securities of other registered investment companies. These regulators include the Securities and Exchange Commission (“SEC”), the NASD, Inc. (“NASD”), the Florida Department of Financial Services, the Commissioner of Securities for the State of Georgia, the Attorney General of the State of West Virginia, the West Virginia Securities Commission, the Colorado Securities Division and the Bureau of Securities of the State of New Jersey. IFG and certain of these other parties also have received more limited inquiries from the United States Department of Labor (“DOL”) and the United States Attorney’s Office for the Southern District of New York, some of which concern one or more INVESCO Funds.

 

Regulatory Inquiries Concerning AIM

 

AIM, certain related entities, certain of their current and former officers and/or certain of the AIM Funds have received regulatory inquiries in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the following issues, some of which concern one or more AIM Funds: market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies and issues related to Section 529 college savings plans. These regulators include the SEC, the NASD, the Department of Banking for the State of Connecticut, the Attorney General of the State of New York (“NYAG”), the Commissioner of Securities for the State of Georgia, the Attorney General of the State of West Virginia, the West Virginia Securities Commission and the Bureau of Securities of the State of New Jersey. AIM and certain of these other parties also have received more limited inquiries from the DOL, the Internal Revenue Service, the United States Attorney’s Office for the Southern District of New York, the United States Attorney’s Office for the Central District of California, the United States Attorney’s Office for the District of Massachusetts, the Massachusetts Securities Division and the U.S. Postal Inspection Service, some of which concern one or more AIM Funds.

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Private Civil Actions Alleging Market Timing

 

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain INVESCO Funds, certain AIM Funds, IFG, AIM, A I M Management Group Inc. (“AIM Management”), AMVESCAP, certain related entities and/or certain of their current and former officers) making allegations substantially similar to the allegations in the three regulatory actions concerning market timing activity in the INVESCO Funds that have been filed by the SEC, the NYAG and the State of Colorado against these parties. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of the Employee Retirement Income Security Act (“ERISA”); (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; rescission; accounting for wrongfully gotten gains, profits and compensation; injunctive relief; disgorgement; equitable relief; various corrective measures under ERISA; rescission of certain Funds’ advisory agreements; declaration that the advisory agreement is unenforceable or void; refund of advisory fees; interest; and attorneys’ and experts’ fees. A list identifying such lawsuits that have been served on IFG or AIM, or for which service of process has been waived, as of July 14, 2004 is set forth in Appendix F-1.

 

The Judicial Panel on Multidistrict Litigation (the “Panel”) has ruled that all actions pending in Federal court that allege market timing and/or late trading be transferred to the United States District Court for the District of Maryland for coordinated pre-trial proceedings. All such cases against IFG and the other AMVESCAP defendants filed to date have been conditionally or finally transferred to the District of Maryland in accordance with the Panel’s directive. In addition, the proceedings initiated in state court have been removed by IFG to Federal court and transferred to the District of Maryland. The plaintiff in one such action continues to seek remand to state court.

 

Private Civil Actions Alleging Improper Use of Fair Value Pricing

 

Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain INVESCO Funds, certain AIM Funds, IFG and/or AIM) alleging that certain AIM and INVESCO Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys’ fees and costs. A list identifying such lawsuits that have been served on IFG or AIM, or for which service of process has been waived, as of July 14, 2004 is set forth in Appendix F-2.

 

Private Civil Actions Alleging Excessive Advisory and Distribution Fees

 

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM, INVESCO Institutional (N.A.), Inc. (“IINA”), A I M Distributors, Inc. (“AIM Distributors”) and/or INVESCO Distributors, Inc. (“INVESCO Distributors”)) alleging that the defendants charged excessive advisory and distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale. Certain of these lawsuits also allege that the defendants adopted unlawful distribution plans. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and/or (iii) breach of contract. These lawsuits have been filed in both Federal and state courts and seek such remedies as damages; injunctive relief; rescission of certain Funds’ advisory agreements and distribution plans; interest; prospective relief in the form of reduced fees; and attorneys’ and experts’ fees. A list identifying such lawsuits that have been served on IFG or AIM, or for which service of process has been waived, as of July 14, 2004 is set forth in Appendix F-3.

 

Private Civil Actions Alleging Improper Distribution Fees Charged to Closed Funds

 

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM and/or AIM Distributors) alleging

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that the defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; and (ii) breach of fiduciary duty. These lawsuits have been filed in both Federal and state courts and seek such remedies as damages; injunctive relief; and attorneys’ and experts’ fees. A list identifying such lawsuits that have been served on IFG or AIM, or for which service of process has been waived, as of July 14, 2004 is set forth in Appendix F-4.

 

Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements

 

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. (“AIS”) and/or certain of the trustees of the AIM and INVESCO Funds) alleging that the defendants improperly used the assets of the AIM and INVESCO Funds to pay brokers to aggressively push the AIM and INVESCO Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds’ advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys’ and experts’ fees. A list identifying such lawsuits that have been served on IFG or AIM, or for which service of process has been waived, as of July 14, 2004 is set forth in Appendix F-5.”

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APPENDIX A

 

RATINGS OF DEBT SECURITIES

 

The following is a description of the factors underlying the debt ratings of Moody’s, S&P and Fitch:

 

Moody’s Long-Term Debt Ratings

 

Moody’s corporate ratings areas follows:

 

Aaa: Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

Aa: Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. These are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk in Aa rated bonds appear somewhat larger than those securities rated Aaa.

 

A: Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

 

Baa: Bonds and preferred stock which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba: Bonds and preferred stock which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

 

B: Bonds and preferred stock which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

Caa: Bonds and preferred stock which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

 

Ca: Bonds and preferred stock which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

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C: Bonds and preferred stock which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

Note: Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

Moody’s Short-Term Prime Rating System

 

Moody’s short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.

 

Moody’s employs the following designations, all judged to be investment grade      , to indicate the relative repayment ability of rated issuers.

 

Prime-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

 

Prime-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

 

Prime-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

 

Not Prime: Issuers rated Not Prime do not fall within any of the Prime rating categories.

 

Note: In addition, in certain countries the prime rating may be modified by the issuer’s or guarantor’s senior unsecured long-term debt rating.

 

Moody’s municipal ratings are as follows:

 

Moody’s U.S. Long-Term Municipal Bond Rating Definitions

 

Municipal Ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody’s assessment of the default probability and loss severity of these issuers and issues.

 

Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality’s ability to repay its debt.

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Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

 

Note: Also, Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category.

 

Moody’s MIG/VMIG US Short-Term Ratings

 

In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody’s Investment Grade (MIG) and are divided into three levels – MIG 1 through MIG 3.

 

In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.

 

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.

 

The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

 

MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue’s specific structural or credit features.

 

Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same.

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MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.

 

MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group.

 

MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

 

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

 

Standard & Poor’s Long-Term Corporate and Municipal Ratings

 

Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment – capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

 

The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.

 

S&P describes its ratings for corporate and municipal bonds as follows:

 

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

 

AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.

 

A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

 

BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation.

 

BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

NR : Not Rated.

 

S&P Dual Ratings

 

S&P assigns “dual” ratings to all debt issues that have a put option or demand feature as part of their structure.

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The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols for the put option (for example, AAA/A-1+). With short-term demand debt, the note rating symbols are used with the commercial paper rating symbols (for example, SP-1+/A-1+).

 

S&P Commercial Paper Ratings

 

An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.

 

These categories are as follows:

 

A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

 

A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

 

A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

 

B: Issues rated ‘B’ are regarded as having only speculative capacity for timely payment.

 

C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.

 

D: Debt rated ‘D’ is in payment default. The ‘D’ rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor’s believes such payments will be made during such grace period.

 

S&P Short-Term Municipal Ratings

 

An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependant the issue is on the market for its refinancing, the more likely it will be treated as a note).

 

Note rating symbols are as follows:

 

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

 

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

 

SP-3: Speculative capacity to pay principal and interest.

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Fitch Long-Term Credit Ratings

 

Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.

 

Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: “investment grade” ratings (international Long-term ‘AAA’ – ‘BBB’ categories; Short-term ‘F1’ – ‘F3’) indicate a relatively low probability of default, while those in the “speculative” or “non-investment grade” categories (international Long-term ‘BB’ – ‘D’; Short-term ‘B’ – ‘D’) either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on ‘AAA’ rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for ‘BBB’ rated bonds was 0.35%, and for ‘B’ rated bonds, 3.0%.

 

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

 

Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.

 

Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security.

 

The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

 

Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.

 

Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations.

 

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events.

 

AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events.

 

A: Bonds considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

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BBB: Bonds considered to be investment grade and of good credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity.

 

Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the “AAA” category.

 

NR: Indicates that Fitch does not rate the specific issue.

 

Withdrawn: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch’s discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes.

 

RatingWatch: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as “Positive,” indicating a potential upgrade, “Negative,” for potential downgrade, or “Evolving,” if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period.

 

Fitch Speculative Grade Bond Ratings

 

BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met.

 

B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

 

CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.

 

CC: Default of some kind appears probable.

 

C: Bonds are in imminent default in payment of interest or principal.

 

DDD, DD, and D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. “DDD” represents the highest potential for recovery on these bonds, and “D” represents the lowest potential for recovery.

 

Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC.

 

Fitch Short-Term Credit Ratings

 

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

 

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

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F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated “F-1+.”

 

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings.

 

F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade.

 

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

 

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

 

D: Default. Issues assigned this rating are in actual or imminent payment default.

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APPENDIX B

TRUSTEES AND OFFICERS

 

As of May 31, 2004

 

The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 112 portfolios in the AIM and INVESCO Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation or removal as more specifically provided in the Trust’s organizational documents. Column two below includes length of time served with predecessor entities, if any.

 

Name, Year of Birth and Position(s)
Held with the Trust


  

Trustee and/
or Officer
Since


  

Principal Occupation(s) During Past 5 Years


  

Other Trusteeship(s)
Held by Trustee


Interested Persons

              

Robert H. Graham 1 — 1946

Trustee, Chairman and President

   2003   

Director and Chairman, A I M Management Group Inc. (financial services holding company); Director and Vice Chairman, AMVESCAP PLC and Chairman of AMVESCAP PLC – AIM Division (parent of AIM and a global investment management firm)

 

Formerly: President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), AIM Investment Services, Inc., (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC – Managed Products

   None

Mark H. Williamson 2 — 1951

Trustee and Executive Vice President

   1998   

Director, President and Chief Executive Officer, A I M Management Group Inc. (financial services holding company); Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director, A I M Capital Management, Inc. (registered investment advisor) and A I M Distributors, Inc. (registered broker dealer); Director and Chairman, AIM Investment Services, Inc., (registered transfer agent), Fund Management Company (registered broker dealer); and INVESCO Distributors, Inc. (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC – AIM Division (parent of AIM and a global investment management firm)

 

Formerly: Director, Chairman, President and Chief Executive Officer, INVESCO Funds Group, Inc. and INVESCO Distributors, Inc.; Chief Executive Officer, AMVESCAP PLC – Managed Products; Chairman and Chief Executive Officer of NationsBanc Advisors, Inc.; and Chairman of NationsBanc Investments, Inc.

   None

1 Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust.

 

2 Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

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Name, Year of Birth and Position(s) Held with the Trust


   Trustee
and /or
Officer
Since


  

Principal Occupation(s) During Past 5 Years


  

Other Trusteeship(s)
Held by Trustee


Independent Trustees

Bob R. Baker — 1936

Trustee

   1983   

Retired

 

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation

   None

Frank S. Bayley — 1939

Trustee

   2003   

Retired

 

Formerly: Partner, law firm of Baker & McKenzie

   Badgley Funds, Inc. (registered investment company)

James T. Bunch — 1942

Trustee

   2000    Co-President and Founder, Green, Manning & Bunch Ltd. (investment banking firm); and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation    None

Bruce L. Crockett — 1944

Trustee

   2003    Chairman, Crockett Technology Associates (technology consulting company)    ACE Limited (insurance company); and Captaris, Inc. (unified messaging provider)

Albert R. Dowden — 1941

Trustee

   2003   

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management) and Magellan Insurance Company

 

Formerly: Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; and director of various affiliated Volvo companies

   Cortland Trust, Inc. (Chairman) (registered investment company); Annuity and Life Re (Holdings), Ltd. (insurance company)

Edward K. Dunn, Jr. — 1935

Trustee

   2003   

Retired

 

Formerly: Chairman, Mercantile Mortgage Corp.; President and Chief Operating Officer, Mercantile-Safe Deposit & Trust Co.; and President, Mercantile Bankshares Corp.

   None

Jack M. Fields — 1952

Trustee

   2003    Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company) and Texana Timber LP (sustainable forestry company)    Administaff; and Discovery Global Education Fund (non-profit)

Carl Frischling — 1937

Trustee

   2003    Partner, law firm of Kramer Levin Naftalis and Frankel LLP    Cortland Trust, Inc. (registered investment company)

Gerald J. Lewis — 1933

Trustee

   2000   

Chairman, Lawsuit Resolution Services (San Diego, California)

 

Formerly: Associate Justice of the California Court of Appeals

   General Chemical Group, Inc.

Prema Mathai-Davis — 1950

Trustee

   2003    Formerly: Chief Executive Officer, YWCA of the USA    None

Lewis F. Pennock — 1942

Trustee

   2003    Partner, law firm of Pennock & Cooper    None

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Name, Year of Birth and Position(s) Held with the Trust


   Trustee
and /or
Officer
Since


  

Principal Occupation(s) During Past 5 Years


  

Other Trusteeship(s)
Held by Trustee


Ruth H. Quigley — 1935

Trustee

   2003    Retired    None

Louis S. Sklar — 1939

Trustee

   2003    Executive Vice President, Development and Operations, Hines Interests Limited Partnership (real estate development company)    None

Larry Soll, Ph.D. — 1942

Trustee

   1997    Retired    None

Other Officers

              

Kevin M. Carome – 1956

Senior Vice President, Secretary and Chief Legal Officer

   2003   

Director, Senior Vice President, Secretary and General Counsel, A I M Management Group Inc. (financial services holding company) and A I M Advisors, Inc.; Director and Vice President, INVESCO Distributors, Inc.; Vice President, A I M Capital Management, Inc., A I M Distributors, Inc. and AIM Investment Services, Inc.; and Director, Vice President and General Counsel, Fund Management Company

 

Formerly: Senior Vice President and General Counsel, Liberty Financial Companies, Inc.; and Senior Vice President and General Counsel, Liberty Funds Group, LLC

   N/A

Robert G. Alley — 1948

Vice President

   2003    Managing Director, Chief Fixed Income Officer, and Senior Investment Officer, A I M Capital Management, Inc. and Vice President, A I M Advisors, Inc.    N/A

Stuart W. Coco – 1955

Vice President

   2003    Managing Director and Director of Money Market Research and Special Projects, A I M Capital Management, Inc.; and Vice President, A I M Advisors, Inc.    N/A

Melville B. Cox — 1943

Vice President

   2003    Vice President and Chief Compliance Officer, A I M Advisors, Inc. and A I M Capital Management, Inc.; and Vice President, AIM Investment Services, Inc.    N/A

Karen Dunn Kelley — 1960

Vice President

   2003    Director of Cash Management, Managing Director and Chief Cash Management Officer, A I M Capital Management, Inc.; Director and President, Fund Management Company; and Vice President, A I M Advisors, Inc.    N/A

Sidney M. Dilgren — 1961

Vice President and Treasurer

   2004   

Vice President and Fund Treasurer, A I M Advisors, Inc.;

 

Formerly: Vice President, A I M Distributors, Inc.; and Senior Vice President, AIM Investment Services, Inc.

   N/A

Edgar M. Larsen — 1940

Vice President

   2003    Director and Executive Vice President, A I M Management Group Inc., Director and Senior Vice President, A I M Advisors, Inc.; and Director, Chairman, President, Director of Investments, Chief Executive Officer and Chief Investment Officer, A I M Capital Management, Inc.    N/A

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Trustee Ownership Of Fund Shares As Of December 31, 2003

 

Name of Trustee


  

Dollar Range of Equity Securities Per Fund


  

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen by

Trustee in The

AIM Family of Funds ®


Robert H. Graham

   -0-         Over $100,000

Mark H. Williamson

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

  

$50,001 - $100,000

$10,001 - $50,000

None

$10,001 - $50,000

None

$10,001 - $50,000

None

   Over $100,000

Bob R. Baker

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

  

$1 – $10,000

$1 - $10,000

$1 - $10,000

$1 - $10,000

Over $100,000

Over $100,000

$1 - $10,000

   Over $100,000

Frank S. Bayley

   -0-         $50,001 – $100,000

James T. Bunch

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

  

$1 – $10,000

$1 - $10,000

$1 - $10,000

$1 - $10,000

$1 - $10,000

$1 - $10,000

$1 - $10,000

   Over $100,000

Bruce L. Crockett

   -0-         $10,001 – $50,000

Albert R. Dowden

   -0-         Over $100,000

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Name of Trustee


  

Dollar Range of Equity Securities Per Fund


  

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen by

Trustee in The

AIM Family of Funds ®


Edward K. Dunn, Jr.

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

   None
None
None
None
None
$1 - $10,000
None
   Over $100,000 (3)

Jack M. Fields

   -0-         Over $100,000 (3)

Carl Frischling

   -0-         Over $100,000 (3)

Gerald J. Lewis

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

   $1 – $10,000
$1 - $10,000
$1 - $10,000
$1 - $10,000
$1 - $10,000
$1 - $10,000
None
   $50,001 – $100,000

Prema Mathai-Davis

   -0-         $1 – $10,000 3

Lewis F. Pennock

   -0-         $50,001 — $100,000

Ruth H. Quigley

   -0-         $1 – $10,000

Louis S. Sklar

   -0-         Over $100,000 (3)

3 Includes 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 and/or INVESCO Funds.

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Name of Trustee


  

Dollar Range of Equity Securities Per Fund


  

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen by

Trustee in The

AIM Family of Funds ®


Larry Soll

  

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

  

$50,001 – $100,000

$50,001 – $100,000

$50,001 – $100,000

$50,001 – $100,000

$50,001 – $100,000

$50,001 – $100,000

$1 - $10,000

   Over $100,000

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APPENDIX C

TRUSTEE COMPENSATION TABLE

 

Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2003:

 

Trustee


  

Aggregate
Compensation
from the

Trust (1)


  

Retirement

Benefits

Accrued

by All

AIM Funds
and
INVESCO
Funds


   Estimated
Annual
Benefits
Upon
Retirement
From AIM
Funds and
INVESCO
Funds (2)


  

Total

Compensation

From All AIM

Funds (3)


Bob R. Baker

   $ 28,385    $ 32,635    $ 114,131    $ 154,554

Frank S. Bayley (4)

     5,070      131,228      90,000      159,000

James T. Bunch

     24,888      20,436      90,000      138,679

Bruce L. Crockett (4)

     5,129      46,000      90,000      160,000

Albert R. Dowden (4)

     5,129      57,716      90,000      159,000

Edward K. Dunn, Jr. (4)

     5,129      94,860      90,000      160,000

Jack M. Fields (4)

     5,070      28,036      90,000      159,000

Carl Frischling (4)(5)

     5,011      40,447      90,000      160,000

Gerald J. Lewis

     25,969      20,436      90,000      142,054

Prema Mathai-Davis (4)

     5,070      33,142      90,000      160,000

Lewis F. Pennock (4)

     5,070      49,610      90,000      160,000

Ruth H. Quigley (4)

     5,070      126,050      90,000      160,000

Louis S. Sklar (4)

     5,070      72,786      90,000      160,000

Larry Soll

     25,352      48,830      108,090      140,429

 

(1) Amounts shown are based upon the fiscal year ended March 31, 2004. Ms. Sueann Ambron and Messrs. Victor L. Andrews, Lawrence H. Budner and John W. McIntrye served as directors of AIM Sector Funds, Inc. prior to October 21, 2003. During the fiscal year ended March 31, 2004, the aggregate compensation received from the Company by Ms. Ambron and Messrs. Andrews, Budner, Deering and McIntrye was $21,302, $20,825, $19,995 and $21,117, respectively. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended March 31, 2004 including earnings was $54,169.

 

(2) These amounts represent the estimated annual benefits payable by the AIM Funds and INVESCO Funds upon the trustees’ retirement. These estimated benefits assume each trustee serves until his or her other normal retirement date and has ten years of service.

 

(3) All trustees currently serve as trustee of 19 registered investment companies advised by AIM.

 

(4) Messrs. Bayley, Crockett, Dowden, Dunn, Fields, Frischling, Pennock and Sklar, Dr. Mathai-Davis and Miss Quigley were elected as trustees of the Trust on October 21, 2003.

 

(5) During the fiscal year ended March 31, 2004, the Trust paid $8,521 in legal fees to Kramer, Levin, Naftalis & Frankel LLP for services rendered by such firm as counsel to the independent trustees of the Trust. Mr. Frischling is a partner of such firm.

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APPENDIX D

 

PROXY VOTING POLICIES

 

THE PROXY VOTING POLICIES APPLICABLE TO THE FUNDS FOLLOW:

 

GENERAL POLICY

 

INVESCO Institutional (NA), Inc. and its wholly-owned subsidiaries, and INVESCO Global Asset Management (N.A.), Inc. (“INVESCO”) each has responsibility for making investment decisions that are in the best interest of its clients. As part of the investment management services it provides to clients, INVESCO may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.

 

As a fiduciary, INVESCO believes that it has a duty to manage clients’ assets solely in the best interest of the clients and that the ability to vote proxies is a client asset. Accordingly, INVESCO has a duty to vote proxies in a manner in which it believes will add value to the client’s investment.

 

INVESCO is regulated by various state and federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the Employee Retirement Income Security Act of 1974 (“ERISA”). Because there may be different proxy voting standards for ERISA and non-ERISA clients, INVESCO’s policy is to apply the proxy voting policies and procedures described herein to all of its clients. Any discussion herein which refers to an ERISA or non-ERISA situation is used for reference only.

 

INVESCO may amend its proxy policies and procedures from time to time without prior notice to its clients.

 

BACKGROUND

 

ERISA fiduciary standards relating to proxy voting have not been interpreted until more recent times.

 

Due to the large number of mergers and acquisitions in the 1980s and the growing importance of institutional investors in the equity markets, the Department of Labor (“DOL”), which enforces fiduciary standards for ERISA plan sponsors and managers, took the position that the right to vote shares of stock owned by a pension plan is, in itself, an asset of the plan. Thus, the “Wall Street Rule” of “vote with management (or abstain from voting) or sell the stock” was under scrutiny.

 

In 1988, the DOL stated, in the “Avon Letter”, that the fiduciary act of managing plan assets that are shares of corporate stock includes the voting of proxies appurtenant to those shares of stock. Accordingly, where the authority to manage plan assets has been delegated to an investment manager pursuant to ERISA, no person other than the investment manager has authority to vote proxies appurtenant to such plan assets, except to the extent the named fiduciary has reserved to itself the right to direct a plan trustee regarding the voting of proxies.

 

In 1990, in the “Monks Letter”, the DOL stated that an ERISA violation would occur if the investment manager is explicitly or implicitly assigned the authority to vote proxies appurtenant to certain plan-owned stock and the named fiduciary, trustee or any person other than the investment manager makes the decision on how to vote the same proxies. Thus, according to the DOL, if the investment management contract expressly provides that the investment manager is not required to vote proxies, but does not expressly preclude the investment manager from voting the relevant proxies, the investment manager would have the exclusive fiduciary responsibility for voting the proxies. In contrast, the DOL pointed out that if either the plan document or the investment management contract

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expressly precludes the investment manager from voting proxies, the responsibility for voting proxies lies exclusively with the trustee.

 

In 1994, in its Interpretive Bulletin 94-2 (“94-2”), the DOL reiterated and supplemented the Avon and Monks Letters. In addition, 94-2 extended the principles put forth in the Avon and Monks Letters to voting of proxies on shares of foreign corporations. However, the DOL recognized that the cost of exercising a vote on a particular proxy proposal could exceed any benefit that the plan could expect to gain in voting on the proposal. Therefore, the plan fiduciary had to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan’s participants and beneficiaries.

 

In January 2003, the Securities and Exchange Commission (“SEC”) adopted regulations regarding Proxy Voting by investment advisers (SEC Release No. IA-2106). These regulations required investment advisers to (1) adopt written proxy voting policies and procedures which describe how the adviser addresses material conflicts between its interests and those of its clients with respect to proxy voting and which also addresses how the adviser resolves those conflicts in the bet interest of clients; (2) disclose to clients how they can obtain information from the adviser on how the adviser voted the proxies; and (3) describe to clients its proxy voting policies and procedure to clients and, upon request, furnish a copy of them to clients.

 

PROXY VOTING POLICY

 

Consistent with the fiduciary standards discussed above, INVESCO will vote proxies unless either the named fiduciary (e.g., the plan sponsor) retains in writing the right to direct the plan trustee or a third party to vote proxies or INVESCO determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith (i.e., foreign proxies). In voting such proxies, INVESCO will act prudently, taking into consideration those factors that may affect the value of the security and will vote such proxies in a manner in which, in its opinion, is in the best interests of clients.

 

PROXY COMMITTEE

 

The INVESCO Proxy Committee will establish guidelines and procedures for voting proxies and will periodically review records on how proxies were voted.

 

The Proxy Committee will consist of certain of INVESCO’s equity investment professionals and non-equity investment professionals.

 

PROXY MANAGER

 

The Proxy Committee will appoint a Proxy Manager and/or hire a third-party Proxy Agent to analyze proxies, act as a liaison to the Proxy Committee and manage the proxy voting process, which process includes the voting of proxies and the maintenance of appropriate records.

 

The Proxy Manager will exercise discretion to vote proxies within the guidelines established by the Proxy Committee. The Proxy Manager will consult with the Proxy Committee in determining how to vote proxies for issues not specifically covered by the proxy voting guidelines adopted by the Proxy Committee or in situations where the Proxy Manager or members of the Committee determine that consultation is prudent.

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CONFLICTS OF INTEREST

 

In effecting our policy of voting proxies in the best interests of our clients, there may be occasions where the voting of such proxies may present an actual or perceived conflict of interest between INVESCO, as the investment manager, and clients.

 

Some of these potential conflicts of interest situations include, but are not limited to, (1) where INVESCO (or an affiliate) manage assets, administer employee benefit plans, or provides other financial services or products to companies whose management is soliciting proxies and failure to vote proxies in favor of the management of such a company may harm our (or an affiliate’s) relationship with the company; (2) where INVESCO (or an affiliate) may have a business relationship, not with the company, but with a proponent of a proxy proposal and where INVESCO (or an affiliate) may manage assets for the proponent; or (3) where INVESCO (or an affiliate) or any member of the Proxy Committee may have personal or business relationships with participants in proxy contests, corporate directors or candidates for corporate directorships, or where INVESCO (or an affiliate) or any member of the Proxy Committee may have a personal interest in the outcome of a particular matter before shareholders.

 

In order to avoid even the appearance of impropriety, in the event that INVESCO (or an affiliate) manages assets for a company, its pension plan, or related entity or where any member of the Proxy Committee has a personal conflict of interest, and where we have invested clients’ funds in that company’s shares, the Proxy Committee will not take into consideration this relationship and will vote proxies in that company solely in the best interest of all of our clients.

 

In addition, members of the Proxy Committee must notify INVESCO’s Chief Compliance Officer, with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence made by anyone within INVESCO or by an affiliated company’s representatives with regard to how INVESCO should vote proxies. The Chief Compliance Officer will investigate the allegations and will report his or her findings the INVESCO Management Committee. In the event that it is determined that improper influence was made, the Management Committee will determine the appropriate action to take which may include, but is not limited to, (1) notifying the affiliated company’s Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where the clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and to fully cooperate with these regulatory agencies as required. In all cases, the Proxy Committee shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best interest of clients.

 

Furthermore, members of the Proxy Committee must advise INVESCO’s Chief Compliance Officer and fellow Committee members of any actual or potential conflicts of interest he or she may have with regard to how proxies are to be voted regarding certain companies (e.g., personal security ownership in a company, or personal or business relationships with participants in proxy contests, corporate directors or candidates for corporate directorships). After reviewing such conflict, upon advice from the Chief Compliance Officer, the Committee may require such Committee member to recuse himself or herself from participating in the discussions regarding the proxy vote item and from casting a vote regarding how INVESCO should vote such proxy.

 

PROXY VOTING PROCEDURES

 

The Proxy Manager will:

 

  Vote proxies;

 

  Take reasonable steps to reconcile proxies received by INVESCO and/or a third-party Proxy Agent who administers the vote with shares held in the accounts;

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  Document the vote and rationale for each proxy voted (routine matters are considered to be documented if a proxy is voted in accordance with the Proxy Voting Guidelines established by the Proxy Committee);

 

  If requested, provide to clients a report of the proxies voted on their behalf.

 

PROXY VOTING GUIDELINES

 

The Proxy Committee has adopted the following guidelines in voting proxies:

 

I. Corporate Governance

 

INVESCO will evaluate each proposal separately. However, INVESCO will generally vote FOR a management sponsored proposal unless it believes that adoption of the proposal may have a negative impact on the economic interests of shareholders.

 

INVESCO will generally vote FOR

 

  Annual election of directors

 

  Appointment of auditors

 

  Indemnification of management or directors or both against negligent or unreasonable action

 

  Confidentiality of voting

 

  Equal access to proxy statements

 

  Cumulative voting

 

  Declassification of Boards

 

  Majority of Independent Directors

 

INVESCO will generally vote AGAINST

 

  Removal of directors from office only for cause or by a supermajority vote

 

  “Sweeteners” to attract support for proposals

 

  Unequal voting rights proposals (“superstock”)

 

  Staggered or classified election of directors

 

  Limitation of shareholder rights to remove directors, amend by-laws, call special meetings, nominate directors, or other actions to limit or abolish shareholder rights to act independently such as acting by written consent

 

  Proposals to vote unmarked proxies in favor of management

 

  Proposals to eliminate existing pre-emptive rights

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II. Takeover Defense and Related Actions

 

INVESCO will evaluate each proposal separately. Generally, INVESCO will vote FOR a management sponsored anti-takeover proposal which (1) enhances management’s bargaining position and (2) when combined with other anti-takeover provisions, including state takeover laws, does not discourage serious offers. INVESCO believes that generally four or more anti-takeover measures, which can only be repealed by a super-majority vote, are considered sufficient to discourage serious offers and therefore should be voted AGAINST.

 

INVESCO will generally vote FOR

 

  Fair price provisions

 

  Certain increases in authorized shares and/or creation of new classes of common or preferred stock

 

  Proposals to eliminate greenmail provisions

 

  Proposals to eliminate poison pill provisions

 

  Proposals to re-evaluate or eliminate in-place “shark repellents”

 

INVESCO will generally vote AGAINST

 

  Proposals authorizing the company’s board of directors to adopt, amend or repeal by-laws without shareholders’ approval

 

  Proposals authorizing the company’s management or board of directors to buy back shares at premium prices without shareholders’ approval

 

III. Compensation Plans

 

INVESCO will evaluate each proposal separately. INVESCO believes that in order for companies to recruit, promote and retain competent personnel, companies must provide appropriate and competitive compensation plans. INVESCO will generally vote FOR management sponsored compensation plans, which are reasonable, industry competitive and not unduly burdensome to the company in order for the company to recruit, promote and retain competent personnel.

 

INVESCO will generally vote FOR

 

  Stock option plans and/or stock appreciation right plans

 

  Profit incentive plans provided the option is priced at 100% fair market value

 

  Extension of stock option grants to non-employee directors in lieu of their cash compensation provided the option is priced at or about the then fair market value

 

  Profit sharing, thrift or similar savings plans

 

INVESCO will generally vote AGAINST

 

  Stock option plans that permit issuance of loans to management or selected employees with authority to sell stock purchased by the loan without immediate repayment, or that are overly generous (below market price or with appreciation rights paying the difference between option price and the stock, or permit pyramiding

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  or the directors to lower the purchase price of outstanding options without a simultaneous and proportionate reduction in the number of shares available)

 

  Incentive plans which become effective in the event of hostile takeovers or mergers (golden and tin parachutes)

 

  Proposals creating an unusually favorable compensation structure in advance of a sale of the company

 

  Proposals that fail to link executive compensation to management performance

 

  Acceleration of stock options/awards if the majority of the board of directors changes within a two year period

 

  Grant of stock options to non-employee directors in lieu of their cash compensation at a price below 100% fair market value

 

  Adoption of a stock purchase plan at less than 85% of fair market value

 

IV. Capital Structure, Classes of Stock and Recapitalization

 

INVESCO will evaluate each proposal separately. INVESCO recognizes that from time to time companies must reorganize their capital structure in order to avail themselves of access to the capital markets and in order to restructure their financial position in order to raise capital and to be better capitalized. Generally, INVESCO will vote FOR such management sponsored reorganization proposals if such proposals will help the company gain better access to the capital markets and to attain a better financial position. INVESCO will generally vote AGAINST such proposals that appear to entrench management and do not provide shareholders with economic value.

 

INVESCO will generally vote FOR

 

  Proposals to reincorporate or reorganize into a holding company

 

  Authorization of additional common or preferred shares to accommodate a stock split or other business purposes not related to anti-takeover measures as long as the increase is not excessive and a valid need has been proven

 

INVESCO will generally vote AGAINST

 

  Proposals designed to discourage mergers and acquisitions in advance

 

  Proposals to change state of incorporation to a state less favorable to shareholders’ interests

 

  Reincorporating in another state to implement anti-takeover measures

 

V. Social Responsibility

 

INVESCO will evaluate each proposal separately. INVESCO believes that a corporation, if it is in a solid financial position and can afford to do so, has an obligation to return certain largesse to the communities in which it operates. INVESCO believes that the primary mission of a company is to be profitable. However, where a company has proven that it is able to sustain a level of profitability and the market price of the company’s shares reflect an appropriate economic value for such shares, INVESCO will generally vote FOR certain social responsibility initiatives. INVESCO will generally vote AGAINST proposed social responsibility initiatives if it believes that

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the company already has adequate policies and procedures in place and it should focus its efforts on enhancing shareholder value where the assets and resources involved could be put to better use in obtaining profits.

 

INVESCO will generally vote FOR

 

  International Labor Organization Principles

 

  Resolutions seeking Basic Labor Protections and Equal Employment Opportunity

 

  Expanding EEO/Social Responsibility Reporting

 

RECORD KEEPING

 

The Proxy Manager will take necessary steps to retain proxy voting records for the period of time as required by regulations.

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APPENDIX E

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust’s equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

 

A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to “control” that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.

 

All information listed below is as of July 9, 2004.

 

INVESCO Energy Fund

 

    

Investor

Shares


  Class A
Shares


  Class B
Shares


   Class C
Shares


   Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


Capital Bank and Trust Co. TTEE

Pepsi Cola Batavia Bottling Inc.

401 K Plan

c/o Plan Premier/FAS Corp

8515 E Orchard Rd. # 2T2

Greenwood Vlg Co. 80111-5002

   -0-   -0-   -0-    -0-    6.80%

Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   27.43%   10.32%   -0-    -0-    -0-

Circle Trust Company Cust.

Lynch Anselmo Ott Bryan & Co.

401 K Profit Shring Plan

Metro Center

1 Station Pl

Stamford, CT 06902-6800

   -0-   -0-   -0-    -0-    15.35%

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Investor

Shares


  Class A
Shares


  Class B
Shares


  Class C
Shares


  Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


Circle Trust Company Cust.

Gold K Omnibus Account

Metro Center

1 Station Pl

Stamford, CT 06902-6800

   -0-   -0-   -0-   -0-   6.75%

Citigroup Global Markets House Account

Attn: Cindy Tempesta, 7 th Floor

333 West 34 th Street

New York, NY 10001-2402

   -0-   -0-   7.32%   5.52%   -0-

JPMorgan Chase Bank

Deloitte & Touche Profit Sharing

Attn: Angela Ma

3 Metrotech Ctr F. 6

Brooklyn, NY 11245-0001

   -0-   -0-   -0-   -0-   26.91%

MCB Trust Services Cust.

Grand Vehicle Works Holdings C

700 17 th St, Ste 300

Denver, CO 80202-3531

   -0-   -0-   -0-   -0-   9.39%

Merrill Lynch

4800 Deer Lake Dr East 2 nd Floor

Jacksonville FL, 32246-6484

   -0-   10.40%   11.49%   10.67%   -0-

Nat’l Financial Services Corp

The Exclusive Benefit of Cust.

One World Financial Center

200 Liberty St. 5 th Floor

Attn: Kate – Recon

New York, NY 10281-5503

   6.10%   -0-   -0-   -0-   -0-

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INVESCO Financial Services Fund

 

     Investor Class
Shares


  Class A
Shares


  Class B
Shares


  Class C
Shares


  Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage

Owned of

Record


Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   30.36%   6.71%   -0-   -0-   -0-

Citigroup Global Markets House Account

Attn: Cindy Tempesta 7 th Floor

333 West 34 th Street

New York NY 10001-2402

   -0-   5.46%   8.41%   5.51%   -0-

JPMorgan Chase Bank

Deloitte & Touche Profit Sharing

Attn: Angela MA

3 Metrotech Ctr F. 6

Brooklyn, NY 11245-0001

   -0-   -0-   -0-   -0-   16.89%

Merrill Lynch

4800 Deer Lake Dr. East

Jacksonville, FL 32246-6484

   -0-   8.07%   7.54%   12.73%   9.48%

Nat’l Financial Services Corp

The Exclusive Benefit of Cust.

One World Financial Center

200 Liberty St. 5 th Floor

Attn: Kate – Recon

New York, NY 10281-5503

   5.45%   -0-   -0-   -0-   -0-

Saxon & Co.

FBO

P. O. Box 7780-1888

Philadelphia PA 19182-0001

   -0-   -0-   -0-   -0-   53.94%

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INVESCO Gold & Precious Metals Fund

 

     Investor Class
Shares


  Class A
Shares


   Class B
Shares


   Class C
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


 

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   21.70%   -0-    -0-    -0-

Citigroup Global Markets House Account

Attn: Cindy Tempesta 7 th Floor

333 West 34 th Street

New York NY 10001-2402

   6.12%   -0-    -0-    9.31%

Merrill Lynch

4800 Deer Lake Dr East

Jacksonville FL 32246

   -0-   -0-    -0-    7.21%

Mid Atlantic Capital Corp Cust.

Nutrama Laboratories Inc.

401 K PSP

2208 Lakeside Blvd.

Edgewood, MD 21040-1102

   5.51%   -0-    -0-    -0-

 

INVESCO Health Sciences Fund

 

     Investor Class
Shares


   Class A
Shares


   Class B
Shares


   Class C
Shares


   Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage
Owned of

Record


American United Life Insurance Co.

Group Retirement Annuity II

One American Square

P. O. Box 1995

Indianapolis, IN 46206-9102

   -0-    -0-    -0-    -0-    9.58%

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     Investor Class
Shares


  Class A
Shares


  Class B
Shares


  Class C
Shares


   Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


 

Percentage
Owned of

Record


  

Percentage
Owned of

Record


Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   21.37%   26.83%   -0-   -0-    -0-

Citigroup Global Markets House Account

Attn: Cindy Tempesta

7 th Floor

333 West 34 th Street

New York NY 10001-2402

   -0-   -0-   14.25%   -0-    -0-

MCB Trust Services Cust. FBO

Air Systems Engineering Inc. 401 (K)

700 17th Street,

Suite 300

Denver, CO 80202-3531

   -0-   -0-   -0-   -0-    7.44%

Nat’l Financial Services Corp

The Exclusive Benefit of Cust.

One World Financial Center

200 Liberty St. 5 th Floor

Attn: Kate – Recon

New York, NY 10281-5503

   5.21%   -0-   -0-   -0-    -0-

Prudential Securities, Inc.

For the Exclusive Benefit of Customers – PC

1 New York Plaza

New York, NY 10292-0001

   -0-   6.09%   -0-   -0-    -0-

Saxon & Co.

P. O. Box 7780-1888

Philadelphia PA 19182-0001

   -0-   -0-   -0-   -0-    55.41%

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INVESCO LEISURE FUND

 

     Investor Class
Shares


    Class A
Shares


    Class B
Shares


    Class C
Shares


    Class K
Shares


 

Name and Address of

Principal Holder


  

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage

Owned of

Record


 

Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   24.73 %   45.54 %   8.90 %   -0-     -0-  

Delaware Charter Guarantee & Trust

FBO Principal Financial Group OMNIBUS Nonqualified

711 High St.

Des Moines, IA 50392-0002

   -0-     -0-     -0-     -0-     89.73 %

Delaware Charter Guarantee & Trust

FBO Principal Financial Group OMNIBUS Qualified

711 High St.

Des Moines, IA 50392-0002

   -0-     -0-     -0-     -0-     5.72 %

Merrill Lynch

4800 Deer Lake Dr East

Jacksonville FL 32246-6484

   -0-     -0-     9.15 %   10.03 %   -0-  

Morgan Stanley DW

Attn: Mutual Fund Operations

3 Harborside PL FL 6

Jersey City, NJ 07311-3907

   -0-     -0-     10.11 %   -0-     -0-  

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     Investor Class
Shares


    Class A
Shares


    Class B
Shares


   Class C
Shares


   Class K
Shares


Name and Address of

Principal Holder


  

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage
Owned of

Record


  

Percentage
Owned of

Record


  

Percentage

Owned of

Record


Nat’l Financial Services Corp

The Exclusive Benefit of Cust.

One World Financial Center

200 Liberty St. 5 th Floor

Attn: Kate – Recon

New York, NY 10281-5503

   5.56 %   -0-     -0-    -0-    -0-

Transamerica Life Ins & Annuity Co.

Attn: Daisy Lo

Retirement Services-Separate Acct.

P. O. Box 30368

Los Angeles, CA 90030-0368

   -0-     10.01 %   -0-    -0-    -0-

 

INVESCO Technology Fund

 

    

Investor

Class
Shares


    Class A
Shares


   Class B
Shares


   Class C
Shares


   Class K
Shares


   Institutional
Class
Shares


 

Name and Address of

Principal Holder


   Percentage
Owned of
Record


    Percentage
Owned of
Record


   Percentage
Owned of
Record


   Percentage
Owned of
Record


   Percentage
Owned of
Record


   Percentage
Owned of
Record


 

A I M Advisors Inc. 1

Attn: David Hessel

11 Greenway Plaza, Suite 1919

Houston, TX 77046-1103

   -0-     -0-    -0-    -0-    -0-    91.08 % 2

Charles Schwab & Co. Inc.

Special Custody For the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.,

San Francisco, CA 94104-4122

   22.44 %   -0-    -0-    -0-    -0-    -0-  

1 Owned of record and beneficially

 

2 A shareholder who holds 25% or more of the outstanding shares of a Fund may be presumed to be in “control” of such Fund as defined in the 1940 Act.

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     Investor
Class
Shares


    Class A
Shares


    Class B
Shares


    Class C
Shares


   Class K
Shares


    Institutional
Class
Shares


 

Name and Address of

Principal Holder


   Percentage
Owned of
Record


    Percentage
Owned of
Record


    Percentage
Owned of
Record


    Percentage
Owned of
Record


   Percentage
Owned of
Record


    Percentage
Owned of
Record


 

Citigroup Global Markets House Acct

Attn: Cindy Tempesta 7 th Floor

333 West 34 th Street

New York NY 10001-2402

   -0-     8.27 %   8.93 %   -0-    -0-     -0-  

First Trust Corporation TTEE

FBO James N. Massey

P. O. Box 173301

Denver, CO 80217-3301

   -0-     -0-     -0-     -0-    -0-     8.91 %

Mid-Atlantic Capital Corp.

Investors Bank & Trust Co.

FBO Various Retirement Plans

4 Manhattenville, Rd.

Purchase, NY 10577-2139

   -0-     -0-     -0-     -0-    7.96 %   -0-  

Merrill Lynch

4800 Deer Lake Dr East

Jacksonville FL 32246-6484

   -0-     -0-     -0-     -0-    5.19 %   -0-  

Nat’l Financial Services Corp

The Exclusive Benefit of Cust.

One World Financial Center

200 Liberty St. 5 th Floor

Attn: Kate – Recon

New York, NY 10281-5503

   5.10 %   -0-     -0-     -0-    -0-     -0-  

Saxon & Co.

P. O. Box 7780-1888

Philadelphia PA 19182-0001

   -0-     -0-     -0-     -0-    62.94 %   -0-  

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     Investor
Class
Shares


   Class A
Shares


    Class B
Shares


   Class C
Shares


   Class K
Shares


   Institutional
Class
Shares


Name and Address of

Principal Holder


   Percentage
Owned of
Record


   Percentage
Owned of
Record


    Percentage
Owned of
Record


   Percentage
Owned of
Record


   Percentage
Owned of
Record


   Percentage
Owned of
Record


Transamerica Life Ins & Annuity Co.

Attn: Daisy Lo Retirement Services-Separate Acct.

P. O. Box 30368

Los Angeles, CA 90030-0368

   -0-    7.84 %   -0-    -0-    -0-    -0-

 

INVESCO UTILITIES FUND

 

     Investor
Class
Shares


    Class A
Shares


    Class B
Shares


    Class C
Shares


 

Name and Address of

Principal Holder


  

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage
Owned of

Record


   

Percentage
Owned of

Record


 

Charles Schwab & Co. Inc.

Special Custody For the Exclusive Benefit of Customers

Attn: Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4122

   31.96 %   6.77 %   -0-     -0-  

Merrill Lynch

Attn: Fund Administration

4800 Deer Lake Dr East

Jacksonville FL 32246

   -0-     -0-     6.50 %   9.49 %

 

Management Ownership

 

As of July 9, 2004, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of each Fund.

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APPENDIX F

 

REGULATORY INQUIRIES AND PENDING LITIGATION

 

APPENDIX F-1

 

PENDING LITIGATION ALLEDGING MARKET TIMING

 

The following civil lawsuits, including purported class action and shareholder derivative suits involve, depending on the lawsuit, one or more AIM or INVESCO Funds, IFG, AIM, AIM Management, AMVESCAP and/or certain related entities and individuals and are related to the three regulatory actions concerning market timing activity in the INVESCO Funds that have been filed by the SEC, the Attorney General of the State of New York and the State of Colorado against these parties. These lawsuits either have been served or have had service of process waived as of July 14, 2004. All of these lawsuits have been conditionally or finally transferred to the United States District Court for the District of Maryland in accordance with the directive of the Judicial Panel on Multidistrict Litigation (Case No. 04-MD-15864; In Re AIM, Artisan, INVESCO, Strong and T. Rowe Price Mutual Fund Litigation). The plaintiffs in one of these lawsuits (Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al.) continue to seek remand to state court.

 

RICHARD LEPERA, On Behalf Of Himself And All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE DEFENDANTS 1-100 , in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees.

 

MIKE SAYEGH, On Behalf of the General Public, v. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCE BERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES 1-500 , in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees.

 

RAJ SANYAL, Derivatively On Behalf of NATIONS INTERNATIONAL EQUITY FUND, v. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER,

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EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B. CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL MANAGEMENT, LLC, AND NATIONS FUNDS TRUST , in the Superior Court Division, State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003. This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees.

 

L. SCOTT KARLIN, Derivatively On Behalf of INVESCO FUNDS GROUP, INC. v. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD ., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (“Investment Company Act”), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

 

RICHARD RAVER, Individually and On Behalf of All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

 

JERRY FATTAH, Custodian For BASIM FATTAH, Individually and On Behalf of All Others Similarly Situated, v. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (formerly known as INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO

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MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER’S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER’S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (collectively known as the “INVESCO FUNDS”), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (collectively known as the “INVESCO FUNDS REGISTRANTS”), AMVESCAP PLC, INVESCO FUNDS GROUP INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 03-F-2456), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

 

EDWARD LOWINGER and SHARON LOWINGER, Individually and On Behalf of All Others Similarly Situated, v. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER’S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER’S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO; INVESCO LATIN AMERICAN GROWTH FUND (collectively known as the “INVESCO FUNDS”), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (collectively known as the “INVESCO FUNDS REGISTRANTS”), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND

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JOHN DOES 1-100 , in the United States District Court, Southern District of New York (Civil Action No. 03-CV-9634), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

 

JOEL GOODMAN, Individually and On Behalf of All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC. AND RAYMOND R. CUNNINGHAM , in the District Court, City and County of Denver, Colorado (Case Number 03CV9268), filed on December 5, 2003. This claim alleges common law breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The plaintiffs in this case are seeking: injunctive relief; accounting for all damages and for all profits and any special benefits obtained; disgorgement; restitution and damages; costs and disbursements, including counsel fees and expert fees; and equitable relief.

 

STEVEN B. EHRLICH, Custodian For ALEXA P. EHRLICH, UGTMA/FLORIDA, and DENNY P. JACOBSON, Individually and On Behalf of All Others Similarly Situated, v. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (collectively known as the “INVESCO FUNDS”), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (collectively known as the “INVESCO FUNDS REGISTRANTS”), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

 

JOSEPH R. RUSSO, Individually and On Behalf of All Others Similarly Situated, v. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL

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SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (collectively known as the “INVESCO FUNDS”), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (collectively known as the “INVESCO FUNDS REGISTRANTS”), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100 , in the United States District Court, Southern District of New York (Civil Action No. 03-CV-10045), filed on December 18, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

 

MIRIAM CALDERON, Individually and On Behalf of All Others Similarly Situated, v. AMVESCAP PLC, AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, INVESCO FUNDS GROUP, INC., RAYMOND R. CUNNINGHAM, AND DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 03-M-2604), filed on December 24, 2003. This claim alleges violations of Sections 404, 405 and 406B of the Employee Retirement Income Security Act (“ERISA”). The plaintiffs in this case are seeking: declarations that the defendants breached their ERISA fiduciary duties and that they are not entitled to the protection of Section 404(c)(1)(B) of ERISA; an order compelling the defendants to make good all losses to a particular retirement plan described in this case (the “Retirement Plan”) resulting from the defendants’ breaches of their fiduciary duties, including losses to the Retirement Plan resulting from imprudent investment of the Retirement Plan’s assets, and to restore to the Retirement Plan all profits the defendants made through use of the Retirement Plan’s assets, and to restore to the Retirement Plan all profits which the participants would have made if the defendants had fulfilled their fiduciary obligations; damages on behalf of the Retirement Plan; imposition of a constructive trust, injunctive relief, damages suffered by the Retirement Plan, to be allocated proportionately to the participants in the Retirement Plan; restitution and other costs and expenses, including counsel fees and expert fees.

 

PAT B. GORSUCH and GEORGE L. GORSUCH v. INVESCO FUNDS GROUP, INC. AND AIM ADVISER, INC. , in the United States District Court, District of Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003. This claim alleges violations of

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Sections 15(a), 20(a) and 36(b) of the Investment Company Act. The plaintiffs in this case are seeking: rescission and/or voiding of the investment advisory agreements; return of fees paid; damages; and other costs and expenses, including counsel fees and expert fees.

 

LORI WEINRIB, Individually and On Behalf of All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100 , in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00492), filed on January 21, 2004. This claim alleges violations of: Sections 11 and 15 of the 1933 Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

 

ROBERT S. BALLAGH, JR., Individually and On Behalf of All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 04-MK-0152), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

 

JONATHAN GALLO, Individually and On Behalf of All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO

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SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100 , in the United States District Court, District of Colorado (Civil Action No. 04-MK-0151), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

 

EILEEN CLANCY, Individually and On Behalf of All Others Similarly Situated, v. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER’S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER’S TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (collectively known as the “INVESCO FUNDS”), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (collectively known as the “INVESCO FUNDS REGISTRANTS”), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM AND THOMAS KOLBE , in the United States District Court, Southern District of New York (Civil Action No. 04-CV-0713), filed on January 30, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act. The plaintiffs in this case are seeking: compensatory damages, rescission; return of fees paid; and other costs and expenses, including counsel fees and expert fees.

 

SCOTT WALDMAN, On Behalf of Himself and All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO DYNAMICS FUND, INVESCO EUROPEAN FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, AND RAYMOND CUNNINGHAM , in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00915), filed on February 3, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act and

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common law breach of fiduciary duty. The plaintiffs in this case are seeking compensatory damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

 

CARL E. VONDER HAAR and MARILYN P. MARTIN, On Behalf of Themselves and All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC. AND DOE DEFENDANTS 1-100 , in the United States District Court, District of Colorado (Civil Action No. 04-CV-812), filed on February 5, 2004. This claim alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees.

 

HENRY KRAMER, Derivatively On Behalf of INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS v. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., Defendants, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS, Nominal Defendants , in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

 

CYNTHIA L. ESSENMACHER, Derivatively On Behalf of the INVESCO DYNAMICS FUND AND THE REMAINING “INVESCO FUNDS” v. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, Defendants, AND INVESCO DYNAMICS FUND AND THE “INVESCO FUNDS”, Nominal Defendants , in the United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

 

APPENDIX F-2

PENDING LITIGATION ALLEGING EXCESSIVE INADEQUATELY EMPLOYED FAIR VALUE PRICING

 

The following civil class action lawsuits involve, depending on the lawsuit, one or more AIM or INVESCO Funds, IFG and/or AIM and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived as of July 14, 2004.

 

T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, Individually And On Behalf Of All Others Similarly Situated, v. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges: common law breach of duty and common law negligence and gross negligence. The plaintiffs in this case are seeking: compensatory and punitive damages; interest; and attorneys’ fees and costs.

 

JOHN BILSKI, Individually And On Behalf Of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL

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FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC., in the United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys’ fees and costs.

 

APPENDIX F-3

PENDING LITIGATION ALLEGING EXCESSIVE ADVISORY AND DISTRIBUTION FEES

 

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM, IINA, AIM Distributors and/or INVESCO Distributors and allege that the defendants charged excessive advisory and distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and, in some cases, also allege that the defendants adopted unlawful distribution plans. These lawsuits either have been served or have had service of process waived as of July 14, 2004. All of these lawsuits have been transferred to the United States District Court for the Southern District of Texas, Houston Division by order of the applicable United States District Court in which they were initially filed. The plaintiff in one of these lawsuits (Ronald Kondracki v. AIM Advisors, Inc. and AIM Distributor, Inc.) has challenged this order.

 

RONALD KONDRACKI v. AIM ADVISORS, INC. AND AIM DISTRIBUTOR, INC. , in the United States District Court for the Southern District of Illinois (Civil Action No. 04-CV-263-DRH), filed on April 16, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the “Investment Company Act”). The plaintiff in this case is seeking: damages; injunctive relief; prospective relief in the form of reduced fees; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

 

DOLORES BERDAT, MARVIN HUNT, MADELINE HUNT, RANDAL C. BREVER and RHONDA LECURU v. INVESCO FUNDS GROUP, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO DISTRIBUTORS, INC., AIM ADVISORS, INC. AND AIM DISTRIBUTORS, INC. , in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-978-T24-TBM), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

 

FERDINANDO PAPIA, FRED DUNCAN, GRACE GIAMANCO, JEFFREY S. THOMAS, COURTNEY KING, KATHLEEN BLAIR, HENRY BERDAT, RUTH MOCCIA, MURRAY BEASLEY AND FRANCES J. BEASLEY v. A I M ADVISORS, INC. AND A I M DISTRIBUTORS, INC. , in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-977-T17-MSS), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

 

APPENDIX F-4

PENDING LITIGATION ALLEGING IMPROPER DISTRIBUTION FEES

CHARGED TO CLOSED FUNDS

 

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM and/or AIM Distributors and allege that the

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defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees. These lawsuits either have been served or have had service of process waived as of July 14, 2004.

 

LAWRENCE ZUCKER, On Behalf Of AIM SMALL CAP GROWTH FUND AND AIM LIMITED MATURITY TREASURY FUND, v. A I M ADVISORS, INC., in the United States District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5653), filed on December 10, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the “Investment Company Act”) and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees.

 

STANLEY LIEBER, On Behalf Of INVESCO BALANCED FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO EUROPEAN FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO GROWTH & INCOME FUND, INVESCO GROWTH FUND, INVESCO HEALTH SCIENCE FUND, INVESCO HIGH YIELD FUND, INVECO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO LEISURE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO S&P 500 INDEX FUND, INVESCO SELECT INCOME FUND, INVESCO TAX FREE BOND FUND, INVESCO TECHNOLOGY FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO TOTAL RETURN FUND, INVESCO US GOVERNMENT SECURITIES FUND, INVESCO UTILITIES FUND, INVESCO VALUE EQUITY FUND, v. INVESCO FUNDS GROUP, INC. AND A I M ADVISORS, INC., in the United States District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5744), filed on December 17, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees.

 

HERMAN C. RAGAN, Derivatively, And On Behalf Of Himself And All Others Similarly Situated, v. INVESCO FUNDS GROUP, INC., AND A I M DISTRIBUTORS, INC., in the United States District Court for the Southern District of Georgia, Dublin Division (Civil Action No. CV304-031), filed on May 6, 2004. This claim alleges violations of: Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder; Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933; and Section 36(b) of the Investment Company Act. This claim also alleges controlling person liability, within the meaning of Section 20 of the Exchange Act against AIM Distributors. The plaintiff in this case is seeking: damages and costs and expenses, including counsel fees.

 

APPENDIX F-5

PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES

AND DIRECTED-BROKERAGE ARRANGEMENTS

 

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM and INVESCO Funds and allege that the defendants improperly used the assets of the AIM and INVESCO Funds to pay brokers to aggressively push the AIM and INVESCO Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions . These lawsuits either have been served or have had service of process waived as of July 14, 2004.

 

JOY D. BEASLEY and SHEILA McDAID, Individually and On Behalf of All Others Similarly Situated, v. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP,

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INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, Defendants, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, Nominal Defendants , in the United States District Court for the District of Colorado (Civil Action No. 04-B-0958), filed on May 10, 2004. The plaintiffs voluntarily dismissed this case in Colorado and re-filed it on July 2, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2589). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act of 1940 (the “Investment Company Act”) and violations of Sections 206 and 215 of the Investment Advisers Act of 1940 (the “Advisers Act”). The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: compensatory and punitive damages; rescission of certain Funds’ advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys’ and experts’ fees.

 

RICHARD TIM BOYCE v. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, Defendants, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM

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DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, Nominal Defendants, in the United States District Court for the District of Colorado (Civil Action No. 04-N-0989), filed on May 13, 2004. The plaintiff voluntarily dismissed this case in Colorado and re-filed it on July 1, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2587). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds’ advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys’ and experts’ fees.

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Financial Statements

 

The financial statements for the Funds for the fiscal year ended March 31, 2004 are incorporated herein by reference from the AIM Sector Funds Annual Report to Shareholders dated March 31, 2004. Prior to November 20, 2003, each series of AIM Sector Funds was a series of a Maryland corporation named AIM Sector Funds, Inc. (formerly, INVESCO Sector Funds, Inc.).

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PART C

OTHER INFORMATION

 

Item 22.         

Exhibits


a   (1)      Certificate of Trust of AIM Sector Funds dated and filed on July 29, 2003. (9)
a   (2)      (a) Agreement and Declaration of Trust of AIM Sector Funds dated July 29, 2003. (9)
         (b) Amendment No. 1 dated December 10, 2003 to Agreement and Declaration of Trust. (11)
b          Bylaws of AIM Sector Funds adopted effective July 29, 2003. (9)
c          Provisions of instruments defining the rights of holders of Registrant’s securities are contained in Articles II, VI, VII and X of the Agreement and Declaration of Trust and Articles IV, V and VI of the Bylaws of the Registrant.
d   (1)     

Master Investment Advisory Agreement dated November 25, 2003 between Registrant and A I M Advisors,

Inc. (11)

d   (2)      Master Intergroup Sub-Advisory Contract for Mutual Funds dated November 25, 2003 between A I M Advisors, Inc. and INVESCO Institutional (N.A.), Inc. (11).
e   (1)      (a) Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (10)
         (b) Amendment No. 1 dated October 29, 2003 to Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), between Registrant and A I M Distributors, Inc. (10)
         (c) Amendment No. 2 dated November 4, 2003 to Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares) between Registrant and A I M Distributors, Inc. (10)
         (d) Amendment No. 3, dated November 20, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
         (e) Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
        

(f) Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors,

Inc. (11)

        

(g) Amendment No. 6, dated January 6, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors,

Inc. (11)

        

(h) Amendment No. 7, dated March 31, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors,

Inc. (11)

 

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         (i) Amendment No. 8, dated April 30, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
(2 )      (a) Amended and Restated Master Distribution Agreement dated August 18, 2003 (Class B shares), between Registrant and A I M Distributors, Inc. (10) .
         (b) Amendment No. 1 dated October 1, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares), between Registrant and A I M Distributors, Inc. (10)
         (c) Amendment No. 2 dated October 29, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003,between Registrant and A I M Distributors, Inc. (10)
         (d) Amendment No. 3 dated November 3, 2003 to Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (10) .
         (e) Amendment No. 4 dated November 4, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (10)
         (f) Amendment No. 5 dated November 20, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
         (g) Amendment No. 6 dated November 24, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
         (h) Amendment No. 7 dated November 25, 2003 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
         (i) Amendment No. 8 dated March 31, 2004 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
         (j) Amendment No. 9 dated April 30, 2004 to the Amended and Restated Master Distribution Agreement (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. (11)
f          Retirement Plan for Independent Directors (11)
g          Custodian Agreement between Registrant and State Street Bank and Trust dated May 8, 2001 as amended September 28, 2001, October 5, 2001, October 19, 2001, March 29, 2002, April 30, 2002, July 31, 2002, August 30, 2002, October 21, 2002, November 1, 2002, November 30, 2002, December 26, 2002, January 31, 2003, and February 10, 2003. (4)
h   (1)      (a) Transfer Agency Agreement dated November 20, 2003 between Registrant and AIM Investment Services, Inc. (10)

 

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         (b) Amendment No. 1 dated November 24, 2003 to Transfer Agency Agreement between Registrant and AIM Investment Services, Inc. (11)
         (c) Amendment No. 2 dated May 1, 2004 to Transfer Agency Agreement between Registrant and AIM Investment Services, Inc. (11)
  (2 )      Transfer Agency and Service Agreement, dated July 1, 2004, between Registrant and AIM Investment Services, Inc., formerly known as A I M Fund Services, Inc. (11)
  (3 )     

(a) Master Administrative Services Agreement dated November 25, 2003, between Registrant and A I M Advisors,

Inc. (11)

        

(b) Amended and Restated Master Administrative Services Agreement dated July 1, 2004 between Registrant and

A I M Advisors, Inc. (11)

  (4 )      Agreement and Plan of Reorganization with respect to the reorganization of certain series of the AIM Group of Funds into certain series of INVESCO Sector Funds, Inc., dated as of August 13, 2003. (5)
  (5 )      Agreement and Plan of Reorganization, dated as of August 13, 2003, which provides for the redomestication of INVESCO Sector Funds, Inc. as a Delaware statutory trust and, in connection therewith, the sale of all of its assets and its dissolution as a Maryland Corporation. (6)
  (6 )      Memorandum of Agreement dated November 25, 2003, regarding securities lending between Registrant, with respect to all Funds and A I M Advisors, Inc. (11)
  (7 )      Memorandum of Agreement dated April 1, 2004, regarding fee waivers between Registrant, with respect to all Funds and A I M Advisors, Inc. (11)
i          Consent of Ballard, Spahr, Andrews & Ingersoll, LLP. (11)
j          Consent of Independent Accountants. (11)
k          Not applicable.
l          Not applicable.
m   (1)      (a) Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 dated July 1, 2003 (Investor Class shares). (7)
         (b) Amendment No. 1 dated October 1, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class shares). (10)
         (c) Amendment No. 2 dated November 3, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class shares). (10)
         (d) Amendment No. 3 dated November 20, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class shares). (11)
         (e) Amendment No. 4 dated November 24, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class shares). (11)

 

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          (f) Amendment No. 5 dated November 25, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class shares). (11)
          (g) Amended and Restated Master Distribution Plan dated July 1, 2004 (Investor Class shares) with respect to INVESCO Technology Fund (11)
          (h) Amended and Restated Master Distribution Plan dated July 1, 2004 (Investor Class shares) with respect to INVESCO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold & Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund and INVESCO Utilities Fund. (11)
(2 )       (a) Amended and Restated Master Distribution Plan (Class A shares) effective as of August 18, 2003. (10)
          (b) Amendment No. 1 dated October 29, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class A shares). (10)
          (c) Amendment No. 2 dated November 4, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class A shares). (10)
          (d) Amendment No. 3, dated November 20, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares). (11)
          (e) Amendment No. 4, dated November 24, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares). (11)
          (f) Amendment No. 5, dated November 25, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares). (11)
          (g) Amendment No. 6, dated March 31, 2004, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares). (11)
          (h) Amendment No. 7, dated April 30, 2004, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares). (11)
          (i) Master Related Agreement to Amended and Restated Master Distribution Plan (Class A Shares). (10)
(3 )       (a) Amended and Restated Master Distribution Plan (Class B shares) (Securitization Feature),effective as of August 18, 2003. (10)
          (b) Amendment No. 1 dated October 29, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class B shares). (10)
          (c) Amendment No. 2 dated November 4, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class B shares). (10)
          (d) Amendment No. 3, dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature). (11)
          (e) Amendment No. 4, dated November 24, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature). (11)
          (f) Amendment No. 5, dated November 25, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature). (11)

 

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          (g) Amendment No. 6, dated March 31, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature). (11)
          (h) Amendment No. 7, dated April 30, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature). (11)
(4 )       (a) Amended and Restated Master Distribution Plan (Class C shares), effective as of August 18, 2003. (10)
          (b) Amendment No. 1 dated October 29, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class C shares). (10)
          (c) Amendment No. 2 dated November 4, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class C shares). (10)
          (d) Amendment No. 3, dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares). (11)
          (e) Amendment No. 4, dated November 24, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares). (11)
          (f) Amendment No. 5, dated November 25, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares). (11)
          (g) Amendment No. 6, dated March 31, 2004 to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares). (11)
          (h) Amendment No. 7, dated April 30, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares). (11)
          (i) Master Related Agreement to Amended and Restated Master Distribution Plan (Class C Shares) (10)
(5 )       (a) Amended and Restated Master Distribution Plan (Class K shares), effective as of August 18, 2003. (10)
          (b) Amendment No. 1 dated October 1, 2003to the Registrant’s Amended and Restated Master Distribution Plan (Class K shares). (10)
          (c) Amendment No. 2 dated November 3, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class K shares). (10)
          (d) Amendment No. 3 dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares). (11)
          (e) Amendment No. 4 dated November 24, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares). (11)
          (f) Amendment No. 5 dated November 25, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares). (11)
          (g) Master Related Agreement to Amended and Restated Master Distribution Plan (Class K shares). (10)

 

C-5


n          Fifth Amended and Restated Multiple Class Plan of the AIM Family of Funds ® Pursuant to Rule 18f-3 under the Investment Company Act of 1940. Effective December 12, 2001 as amended and restated March 4, 2002, as amended and restated October 31, 2002 as further amended and restated effective July 21, 2003, and as further amended and restated effective August 18, 2003, and as further amended and restated May 12, 2004. (11)
o          Not applicable.
p   (1)      Code of Ethics Pursuant to Rule 17j-1. (7)
(2 )      The AIM Management Group Code of Ethics, adopted May 1, 1981, as last amended June 13, 2003, relating to A I M Management Group Inc. and A I M Advisors, Inc. and its wholly owned and indirect subsidiaries. (8)

(1) Previously filed with PEA No. 21 to the Registration Statement on December 24, 1997 and incorporated by reference herein. (Identical except for the name of the Registrant (AIM Sector Funds) and the date of the Agreement.)
(2) Previously filed with PEA No. 26 to the Registration Statement on January 24, 2000 and incorporated by reference herein. (Identical except for the name of the Registrant (AIM Sector Funds) and the date of the Agreement.)
(3) Previously filed with PEA No. 27 to the Registration Statement on July 24, 2000 and incorporated by reference herein. (Identical except for the name of the Registrant (AIM Sector Funds) and the date of the Agreement.)
(4) Previously filed with PEA No. 38 to the Registration Statement on July 15, 2003 and incorporated by reference herein. (Identical except for the name of the Registrant (AIM Sector Funds) and the date of the Agreement.)
(5) Previously filed with the Registration Statement on Form N-14 of INVESCO Sector Funds, Inc. on August 13, 2003 and incorporated by reference herein.
(6) Previously filed with the Proxy Statement of INVESCO Sector Funds, Inc. on August 13, 2003 and incorporated by reference herein.
(7) Previously filed with PEA No. 38 to the Registration Statement on July 15, 2003 and incorporated by reference herein. (Identical except for the name of the Registrant (AIM Sector Funds) and the date.)
(8) Previously filed with PEA No. 77 to the Registration Statement of AIM Equity Funds filed on July 7, 2003 and incorporated by reference herein.
(9) Previously filed with PEA No. 39 to the Registration Statement on August 22, 2003 and incorporated by reference herein.
(10) Previously filed with PEA No. 41 to the Registration Statement on November 20, 2003 and incorporated by reference herein.
(11) Filed herewith.

 

Item 23. Persons Controlled by or Under Common Control With the Fund

 

No person is presently controlled by or under common control with the Trust.

 

Item 24. Indemnification

 

The Registrant’s Amended and Restated Agreement and Declaration of Trust, dated July 29, 2003, as amended, provides, among other things (i) that trustees and officers of the Registrant, when acting as such, shall not be personally liable for any act, omission or obligation of the Registrant or any trustee or officer (except for liabilities to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard to duty); (ii) for the indemnification by the Registrant of the trustees, officers, employees and agents of the Registrant to the fullest extent permitted by the Delaware Statutory Trust Act and Bylaws and other applicable law; (iii) that shareholders of the Registrant shall not be personally liable for the debts, liabilities, obligations or expenses of the Registrant or any portfolio or class; and (iv) for the indemnification by the Registrant, out of the assets belonging to the applicable portfolio, of shareholders and former shareholders of the Registrant in case they are held personally liable solely by reason of being or having been shareholders of the Registrant or any portfolio or class and not because of their acts or omissions or for some other reason.

 

C-6


A I M Advisors, Inc. (“AIM”), the Registrant and other investment companies managed by AIM, their respective officers, trustees, directors and employees (the “Insured Parties”) are insured under a joint Mutual Fund and Investment Advisory Professional and Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company, with a $55,000,000 limit of liability (an additional $10,000,000 coverage applies to independent directors/trustees only).

 

Section 16 of the Master Investment Advisory Agreement between the Registrant and AIM provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of AIM or any of its officers, directors or employees, that AIM shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of AIM to any series of the Registrant shall not automatically impart liability on the part of AIM to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act will be governed by the final adjudication of such issue.

 

Paragraph 7 of the Master Intergroup Sub-Advisory Contract for Mutual Funds states:

 

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

 

Item 25. Business and Other Connections of Investment Advisor

 

The only employment of a substantial nature of the Advisor’s directors and officers is with the Advisor and its affiliated companies. See “Fund Management” in the Funds’ Prospectuses and “Management of the Funds” in the Statement of Additional Information for information regarding the business of the investment advisor.

 

C-7


Item 26. Principal Underwriters

 

(a) A I M Distributors, Inc., the Registrant’s principal underwriter, also act as principal underwriter to the following investment companies:

 

AIM Combination Stock & Bond Funds

AIM Counselor Series Trust

AIM Equity Funds

AIM Floating Rate Fund

AIM Funds Group

AIM Growth Series

AIM International Mutual Funds

AIM Investment Funds

AIM Investment Securities Funds

AIM Special Opportunities Funds

AIM Stock Funds

AIM Summit Fund

AIM Tax-Exempt Funds

AIM Treasurer’s Series Trust

AIM Variable Insurance Funds

 

(b)

 

Name and Principal

Business Address*


  

Position and Officers with

Underwriter


  

Positions and Offices with
Registrant


Gene L. Needles

   Chairman, Director, President & Chief Executive Officer    None

Mark H. Williamson

   Director    Trustee & Executive Vice President

John S. Cooper

   Executive Vice President    None

James L. Salners

   Executive Vice President    None

Marilyn M. Miller

   Executive Vice President    None

James E. Stueve

   Executive Vice President    None

Glenda A. Dayton

   Senior Vice President    None

Ivy B. McLemore

   Senior Vice President    None

David J. Nardecchia

   Senior Vice President    None

Margaret A. Vinson

   Senior Vice President    None

Gary K. Wendler

   Senior Vice President    None

Stephen H. Bitteker

   First Vice President    None

 

C-8


Name and Principal

Business Address*


  

Position and Officers with

Underwriter


  

Positions and Offices with Registrant


Kevin M. Carome

   Vice President   

Senior Vice President, Secretary

and Chief Legal Officer

Mary A. Corcoran

   Vice President    None

Rhonda Dixon-Gunner

   Vice President    None

Dawn M. Hawley

   Vice President & Treasurer    None

Ofelia M. Mayo

  

Vice President, General Counsel

& Assistant Secretary

   Assistant Secretary

Kim T. McAuliffe

   Vice President    None

Linda L. Warriner

   Vice President    None

Norman W. Woodson

   Vice President    None

Rebecca Starling-Klatt

  

Assistant Vice President & Chief

Compliance Officer

   None

Kathleen J. Pflueger

   Secretary    Assistant Secretary

* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

 

(c) Not applicable.

 

Item 27. Location of Accounts and Records

 

A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, maintains physical possession of each such account, book or other document of the Registrant at its principal executive offices, except for those relating to certain transactions in portfolio securities that are maintained by the Registrant’s Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, 02110 and the Registrant’s Transfer Agent and Dividend Paying Agent, AIM Investment Services, Inc. (formerly, A I M Fund Services, Inc.), P.O. Box 4739, Houston, Texas 77210-4739.

 

Item 28. Management Services

 

Not applicable.

 

Item 29. Undertakings

 

Not applicable.

 

C-9


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 28th day of July, 2004.

 

Registrant: AIM SECTOR FUNDS
By:   /s/ Robert H. Graham
   

Robert H. Graham, President

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

SIGNATURES


  

TITLE


 

DATE


/s/ Robert H. Graham


(Robert H. Graham)

  

Chairman, Trustee & President (Principal Executive Officer)

  July 28, 2004

/s/ Bob R. Baker*


(Bob R. Baker)

  

Trustee

  July 28, 2004

/s/ Frank S. Bayley*


(Frank S. Bayley)

  

Trustee

  July 28, 2004

/s/ James T. Bunch*


(James T. Bunch)

  

Trustee

  July 28, 2004

/s/ Bruce L. Crockett*


(Bruce L. Crockett)

  

Trustee

  July 28, 2004

/s/ Albert R. Dowden*


(Albert R. Dowden)

  

Trustee

  July 28, 2004

/s/ Edward K. Dunn, Jr.*


(Edward K. Dunn, Jr.)

  

Trustee

  July 28, 2004

/s/ Jack M. Fields*


(Jack M. Fields)

  

Trustee

  July 28, 2004

/s/ Carl Frischling*


(Carl Frischling)

  

Trustee

  July 28, 2004

/s/ Gerald J. Lewis*


(Gerald J. Lewis)

  

Trustee

  July 28, 2004

/s/ Prema Mathai-Davis*


(Prema Mathai-Davis)

  

Trustee

  July 28, 2004

/s/ Lewis F. Pennock*


(Lewis F. Pennock)

  

Trustee

  July 28, 2004

/s/ Ruth H. Quigley*


(Ruth H. Quigley)

  

Trustee

  July 28, 2004

 


        

DATE


/s/ Louis S. Sklar*


(Louis S. Sklar)

  

Trustee

  July 28, 2004

/s/ Larry Soll*


(Larry Soll)

  

Trustee

  July 28, 2004

/s/ Mark H. Williamson*


(Mark H. Williamson)

  

Trustee & Executive Vice President

  July 28, 2004

(Sidney M. Dilgren)

  

Vice President & Treasurer (Principal Financial and Accounting Officer)

  July 28, 2004
*By   /s/ Robert H. Graham
   

Robert H. Graham

Attorney-in-Fact

 

* Original Powers of Attorney authorizing Robert H. Graham and Kevin M. Carome, and each of them, to execute this Registration Statement of the Registrant on behalf of the above-named trustees and officers of the Registrant (with the exception of Bob R. Baker, James T. Bunch, Gerald J. Lewis and Larry Soll) have been filed with the Securities and Exchange Commission with the Registration Statement of AIM Variable Insurance Funds on Form N-14 on December 31, 2003 and original Powers of Attorney for Bob R. Baker, James T. Bunch, Gerald J. Lewis and Larry Soll have been filed with the Securities and Exchange Commission with the Registration Statement of INVESCO Variable Investment Funds, Inc. on Form N-14 on December 31, 2003 and hereby are incorporated by reference.


INDEX

Exhibit
Number


       

Description


a(2)(b)       Amendment No. 1 dated December 10, 2003 to Agreement and Declaration of Trust
d(1)       Master Investment Advisory Agreement dated November 25, 2003 between Registrant and A I M Advisors, Inc.
d(2)   

   Master Intergroup Sub-Advisory Contract for Mutual Funds dated November 25, 2003 between A I M Advisors, Inc. and INVESCO Institutional (N.A.), Inc.
e(1)(d)       Amendment No. 3, dated November 20, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e(1)(e)       Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e(1)(f)       Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e(1)(g)       Amendment No. 6, dated January 6, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e(1)(h)       Amendment No. 7, dated March 31, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e(1)(i)       Amendment No. 8, dated April 30, 2004, to the Amended and Restated Master Distribution Agreement (all Classes of Shares except Class B Shares), dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e2(f)       Amendment No. 5 dated November 20, 2003 to the Amended and Restated Master Distribution Agreement (Class B Shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e2(g)       Amendment No. 6 dated November 24, 2003 to the Amended and Restated Master Distribution Agreement (Class B Shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e2(h)       Amendment No. 7 dated November 25, 2003 to the Amended and Restated Master Distribution Agreement (Class B Shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e2(i)       Amendment No. 8 dated March 31, 2004 to the Amended and Restated Master Distribution Agreement (Class B Shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.
e2(j)       Amendment No. 9 dated April 30, 2004 to the Amended and Restated Master Distribution Agreement (Class B Shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.


(f )      Retirement Plan for Independent Directors
h (1)(b)      Amendment No. 1 dated November 24, 2003 to Transfer Agency Agreement between Registrant and AIM Investment Services, Inc.
h (1)(c)      Amendment No. 2 dated May 1, 2004 to Transfer Agency Agreement between Registrant and AIM Investment Services, Inc.
h (2)      Transfer Agency and Service Agreement, dated July 1, 2004, between Registrant and AIM Investment Services, Inc., formerly known as A I M Fund Services, Inc.
h (3)(a)      Master Administrative Services Agreement dated November 25, 2003, between Registrant and A I M Advisors, Inc.
h (3)(b)      Amended and Restated Master Administrative Services Agreement dated July 1, 2004 between Registrant and A I M Advisors, Inc.
h (6)      Memorandum of Agreement dated November 25, 2003, regarding securities lending between Registrant, with respect to all Funds, and A I M Advisors, Inc.
h (7)      Memorandum of Agreement dated April 1, 2004, regarding fee waivers between Registrant, with respect to all Funds, and A I M Advisors, Inc.
I        Consent of Ballard, Spahr, Andrews & Ingersoll, LLP
j        Consent of Independent Accountants
m (1)(d)      Amendment No. 3 dated November 20, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class Shares)
m (1)(e)      Amendment No. 4 dated November 24, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class Shares)
m (1)(f)      Amendment No. 5 dated November 25, 2003 to Amended and Restated Master Plan and Agreement of Distribution pursuant to Rule 12b-1 (Investor Class Shares)
m (1)(g)      Amended and Restated Master Distribution Plan dated July 1, 2004 (Investor Class Shares) with respect to INVESCO Technology Fund
m (1)(h)      Amended and Restated Master Distribution Plan dated July 1, 2004 (Investor Class Shares) with respect to INVESCO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold & Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund and INVESCO Utilities Fund
m (2)(d)      Amendment No. 3, dated November 20, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares)
m (2)(e)      Amendment No. 4, dated November 24, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares)
m (2)(f)      Amendment No. 5, dated November 25, 2003, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares)


m (2)(g)      Amendment No. 6, dated March 31, 2004, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares)
m (2)(h)      Amendment No. 7, dated April 30, 2004, to Registrant’s Amended and Restated Master Distribution Plan (Class A Shares)
m (3)(d)      Amendment No. 3, dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature)
m (3)(e)      Amendment No. 4, dated November 24, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature)
m (3)(f)      Amendment No. 5, dated November 25, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature)
m (3)(g)      Amendment No. 6, dated March 31, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature)
m (3)(h)      Amendment No. 7, dated April 30, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class B Shares) (Securitization Feature)
m (4)(d)      Amendment No. 3, dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares)
m (4)(e)      Amendment No. 4, dated November 24, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares)
m (4)(f)      Amendment No. 5, dated November 25, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares)
m (4)(g)      Amendment No. 6, dated March 31, 2004 to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares)
m (4)(h)      Amendment No. 7, dated April 30, 2004, to the Registrant’s Amended and Restated Master Distribution Plan (Class C Shares)
m (5)(d)      Amendment No. 3 dated November 20, 2003, to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares)
m (5)(e)      Amendment No. 4 dated November 24, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares)
m (5)(f)      Amendment No. 5 dated November 25, 2003 to the Registrant’s Amended and Restated Master Distribution Plan (Class K Shares)
n        Fifth Amended and Restated Multiple Class Plan of the AIM Family of Funds ® Pursuant to Rule 18f-3 under the Investment Company Act of 1940. Effective December 12, 2001 as amended and restated March 4, 2002, as amended and restated October 31, 2002 as further amended and restated effective July 21, 2003, and as further amended and restated effective August 18, 2003, and as further amended and restated May 12, 2004.

AMENDMENT NO. 1

TO

AGREEMENT AND DECLARATION OF TRUST OF

AIM SECTOR FUNDS

 

This Amendment No. 1 to the Agreement and Declaration of Trust of AIM Sector Funds (this “Amendment”) amends, effective as of December 10, 2003, the Agreement and Declaration of Trust of AIM Sector Funds (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

 

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

 

NOW, THEREFORE, the Agreement is hereby amended as follows:

 

1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

 

2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

 

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

 

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of December 10, 2003.

 

By:

 

/s/ Robert H. Graham

Name:

 

Robert H. Graham

Title:

 

President

 


EXHIBIT 1 TO AMENDMENT NO. 1

TO

AGREEMENT AND DECLARATION OF TRUST

OF AIM SECTOR FUNDS

 

“SCHEDULE A

 

AIM SECTOR FUNDS

PORTFOLIOS AND CLASSES THEREOF

 

PORTFOLIO


  

CLASSES OF EACH PORTFOLIO


INVESCO Energy Fund   

Class A Shares

Class B Shares

Class C Shares

Class K Shares

Institutional Class Shares

Investor Class Shares

INVESCO Financial Services Fund   

Class A Shares

Class B Shares

Class C Shares

Class K Shares

Institutional Class Shares

Investor Class Shares

INVESCO Gold & Precious Metals Fund   

Class A Shares

Class B Shares

Class C Shares

Institutional Class Shares

Investor Class Shares

INVESCO Health Sciences Fund   

Class A Shares

Class B Shares

Class C Shares

Class K Shares

Institutional Class Shares

Investor Class Shares

INVESCO Leisure Fund   

Class A Shares

Class B Shares

Class C Shares

Class K Shares

Institutional Class Shares

Investor Class Shares

INVESCO Technology Fund   

Class A Shares

Class B Shares

Class C Shares

Class K Shares

Institutional Class Shares

Investor Class Shares

 

A-1


PORTFOLIO


  

CLASSES OF EACH PORTFOLIO


INVESCO Utilities Fund   

Class A Shares

Class B Shares

Class C Shares

Institutional Class Shares

Investor Class Shares”

 

A-2

AIM SECTOR FUNDS

 

MASTER INVESTMENT ADVISORY AGREEMENT

 

THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM Sector Funds, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on the Appendix A attached hereto, as the same may be amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the “Advisor”).

 

RECITALS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2


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

 

(c) the provisions of the Declaration of Trust, as the same may be amended from time to time;

 

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

 

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

 

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

 

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

 

(b) In selecting a broker-dealer to execute each particular transaction, the Advisor will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Funds on a continuing basis. Accordingly, the price to the Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the fund execution services offered.

 

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

 

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

 

3


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

 

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

 

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

 

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

 

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

 

13. Effective Date, Term and Approval . This Agreement shall become effective with respect to a Fund, if approved by the shareholders of such Fund, on the Effective Date for such Fund, as set forth in Appendix A attached hereto. If so approved, this Agreement shall thereafter continue in force and effect until June 30, 2004, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

 

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

 

4


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

 

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

 

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

 

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

 

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

 

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

 

19. Questions of Interpretation . Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Subject to the foregoing, this Agreement shall be

 

5


governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas.

 

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

 

6


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

 

        AIM SECTOR FUNDS
       

(a Delaware statutory trust)

Attest:

       
/s/ JOHN H. LIVELY       By:   /s/ MARK H WILLAMSON
Assistant Secretary           Executive Vice President

 

(SEAL)

       
         

Attest:

      A I M ADVISORS, INC.
/s/ JOHN H. LIVELY       By:   /s/ MARK H WILLAMSON
Assistant Secretary           President
(SEAL)            

 

7


APPENDIX A

FUNDS AND EFFECTIVE DATES

 

Name of Fund


  

Effective Date of Advisory Agreement


INVESCO Energy Fund    November 25, 2003
INVESCO Financial Services Fund    November 25, 2003
INVESCO Gold & Precious Metals Fund    November 25, 2003
INVESCO Health Sciences Fund    November 25, 2003
INVESCO Leisure Fund    November 25, 2003
INVESCO Technology Fund    November 25, 2003
INVESCO Utilities Fund    November 25, 2003

 

A-1


APPENDIX B

COMPENSATION TO THE ADVISOR

 

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

 

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

 

Net Assets


   Annual Rate

 

First $350 million

   0.75 %

Next $350 million

   0.65 %

Next $1.3 billion

   0.55 %

Next $2 billion

   0.45 %

Next $2 billion

   0.40 %

Next $2 billion

   0.375 %

Over $8 billion

   0.35 %

 

B-1

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

 

This contract is made as of November 25, 2003, between A I M Advisors, Inc. hereinafter “Adviser,” 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and INVESCO Institutional (N.A.), Inc. “Sub-Adviser,” 1360 Peachtree Street, N.E., Suite 100, Atlanta, Georgia 30309.

 

WHEREAS:

 

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

 

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

 

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

 

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

 

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

 

2. Duties as Sub-Adviser.

 

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

 

(b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser’s other clients, or Sub-Adviser’s other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such

 

1


commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.

 

(c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

 

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

 

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

 

5. Compensation.

 

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

 

(b) If this Contract becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated

 

2


according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

 

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

 

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

 

8. Duration and Termination.

 

(a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the independent Trustees who are not parties to this Contract or “interested persons” (as defined in the 1940 Act) of a party to this Contract, other than as Board members (“Independent Trustees”), cast in 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, 2005. Thereafter, if not terminated, with respect to each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of that Fund.

 

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

 

3


Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

 

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

 

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

 

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

 

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

 

4


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.

 

A I M ADVISORS, INC.       INVESCO INSTITUTIONAL (N.A.), INC.

Adviser

     

Sub-adviser

By:   /s/ Mark H. Williamson       By:   /s/ Illegible

Name:

 

Mark H. Williamson

     

Name:

 

Illegible

Title:

 

President

     

Title:

 

Illegible

 

5


EXHIBIT A

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

 

Fund

 

INVESCO Energy Fund

 

INVESCO Financial Services Fund

 

INVESCO Gold & Precious Metals Fund

 

INVESCO Health Sciences Fund

 

INVESCO Leisure Fund

 

INVESCO Technology Fund

 

INVESCO Utilities Fund

 

6

AMENDMENT NO. 3

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM ADVISOR FUNDS

         AIM International Core Equity Fund -           Class A
                                                        Class C
                                                        Class R

AIM EQUITY FUNDS
         AIM Aggressive Growth Fund -                   Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Basic Value II Fund -                      Class A
                                                        Class C

         AIM Blue Chip Fund -                           Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

         AIM Capital Development Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class


         AIM Charter Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Constellation Fund -                       Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Core Strategies Fund -                     Class A
                                                        Class C

         AIM Dent Demographic Trends Fund -             Class A
                                                        Class C

         AIM Diversified Dividend Fund -                Class A
                                                        Class C

         AIM Emerging Growth Fund -                     Class A
                                                        Class C

         AIM Large Cap Basic Value Fund -               Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Large Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Mid Cap Growth Fund -                      Class A
                                                        Class C
                                                        Class R

         AIM U.S. Growth Fund -                         Class A
                                                        Class C

         AIM Weingarten Fund -                          Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

                                       2

AIM FUNDS GROUP
         AIM Balanced Fund -                            Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Basic Balanced Fund -                      Class A
                                                        Class C

         AIM European Small Company Fund -              Class A
                                                        Class C

         AIM Global Utilities Fund -                    Class A
                                                        Class C

         AIM Global Value Fund -                        Class A
                                                        Class C

         AIM International Emerging Growth Fund -       Class A
                                                        Class C

         AIM Mid Cap Basic Value Fund -                 Class A
                                                        Class C

         AIM New Technology Fund -                      Class A
                                                        Class C

         AIM Premier Equity Fund -                      Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Premier Equity II Fund -                   Class A
                                                        Class C

         AIM Select Equity Fund -                       Class A
                                                        Class C

         AIM Small Cap Equity Fund -                    Class A
                                                        Class C
                                                        Class R

                                       3

AIM GROWTH SERIES
         AIM Basic Value Fund -                         Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Mid Cap Core Equity Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Small Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Global Trends Fund -                       Class A
                                                        Class C

AIM INTERNATIONAL FUNDS, INC.
         AIM Asia Pacific Growth Fund -                 Class A
                                                        Class C

         AIM European Growth Fund -                     Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Global Aggressive Growth Fund -            Class A
                                                        Class C

         AIM Global Growth Fund -                       Class A
                                                        Class C

         AIM International Growth Fund -                Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM INVESTMENT FUNDS
         AIM Developing Markets Fund -                  Class A
                                                        Class C

         AIM Global Financial Services Fund -           Class A
                                                        Class C

         AIM Global Health Care Fund -                  Class A
                                                        Class C

         AIM Global Energy Fund -                       Class A

                                       4

                                                        Class C

         AIM Global Science and Technology Fund -       Class A
                                                        Class C

         AIM Libra Fund -                               Class A
                                                        Class C

         AIM Trimark Endeavor Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Small Companies Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM High Yield Fund -                          Class A
                                                        Class C
                                                        Investor Class

         AIM Income Fund -                              Class A
                                                        Class C
                                                        Class R
                                                        Investor Class
         AIM Intermediate Government Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Limited Maturity Treasury Fund -           Class A
                                                        Class A3
                                                        Institutional Class

         AIM Money Market Fund -                        AIM Cash Reserve Shares
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Municipal Bond Fund -                      Class A
                                                        Class C
                                                        Investor Class

         AIM Short Term Bond Fund -                     Class C

                                       5

         AIM Total Return Bond Fund -                   Class A
                                                        Class C

         AIM Real Estate Fund -                         Class A
                                                        Class C
                                                        Investor Class

AIM SECTOR FUNDS
       INVESCO Energy Fund -                          Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Financial Services Fund -              Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Gold & Precious Metals Fund -          Class A
                                                      Class C
                                                      Investor Class

       INVESCO Health Science Fund -                  Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Leisure Fund -                         Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Technology Fund -                      Class A
                                                      Class C
                                                      Class K
                                                      Institutional Class
                                                      Investor Class

       INVESCO Telecommunications Fund -              Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

         INVESCO Utilities Fund -                     Class A
                                                      Class C
                                                      Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                     Class A

                                       6

                                                        Class C

         AIM Opportunities II Fund -                    Class A
                                                        Class C

         AIM Opportunities III Fund -                   Class A
                                                        Class C

AIM TAX-EXEMPT FUND
         AIM High Income Municipal Fund -               Class A
                                                        Class C

         AIM Tax-Exempt Cash Fund -                     Class A
                                                        Investor Class

         AIM Tax-Free Intermediate Fund -               Class A
                                                        Class A3"

7

All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Dated: November 20, 2003

EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF
THE SHARES OF EACH PORTFOLIO LISTED ON
SCHEDULE A

By: /s/ Mark H. Williamson
    -----------------------------------------
      Mark H. Williamson
      Executive Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    -----------------------------------------
      Gene L. Needles
      President

8

AMENDMENT NO. 4

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM EQUITY FUNDS

         AIM Aggressive Growth Fund -                   Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Basic Value II Fund -                      Class A
                                                        Class C

         AIM Blue Chip Fund -                           Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

         AIM Capital Development Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Charter Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class


         AIM Constellation Fund -                       Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Core Strategies Fund -                     Class A
                                                        Class C

         AIM Dent Demographic Trends Fund -             Class A
                                                        Class C

         AIM Diversified Dividend Fund -                Class A
                                                        Class C

         AIM Emerging Growth Fund -                     Class A
                                                        Class C

         AIM Large Cap Basic Value Fund -               Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Large Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Mid Cap Growth Fund -                      Class A
                                                        Class C
                                                        Class R

         AIM U.S. Growth Fund -                         Class A
                                                        Class C

         AIM Weingarten Fund -                          Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

                                       2

AIM FUNDS GROUP
         AIM Balanced Fund -                            Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Basic Balanced Fund -                      Class A
                                                        Class C

         AIM European Small Company Fund -              Class A
                                                        Class C

         AIM Global Value Fund -                        Class A
                                                        Class C

         AIM International Emerging Growth Fund -       Class A
                                                        Class C

         AIM Mid Cap Basic Value Fund -                 Class A
                                                        Class C

         AIM Premier Equity Fund -                      Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Select Equity Fund -                       Class A
                                                        Class C

         AIM Small Cap Equity Fund -                    Class A
                                                        Class C
                                                        Class R

AIM GROWTH SERIES
         AIM Basic Value Fund -                         Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Mid Cap Core Equity Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Small Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Global Trends Fund -                       Class A
                                                        Class C

AIM INTERNATIONAL FUNDS, INC.

                                       3

         AIM Asia Pacific Growth Fund -                 Class A
                                                        Class C

         AIM European Growth Fund -                     Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Global Aggressive Growth Fund -            Class A
                                                        Class C

         AIM Global Growth Fund -                       Class A
                                                        Class C

         AIM International Growth Fund -                Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM INVESTMENT FUNDS
         AIM Developing Markets Fund -                  Class A
                                                        Class C

         AIM Global Health Care Fund -                  Class A
                                                        Class C

         AIM Libra Fund -                               Class A
                                                        Class C

         AIM Trimark Endeavor Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Small Companies Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM High Yield Fund -                          Class A
                                                        Class C
                                                        Investor Class

                                       4

         AIM Income Fund -                              Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Intermediate Government Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Limited Maturity Treasury Fund -           Class A
                                                        Class A3
                                                        Institutional Class

         AIM Money Market Fund -                        AIM Cash Reserve Shares
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Municipal Bond Fund -                      Class A
                                                        Class C
                                                        Investor Class

         AIM Short Term Bond Fund -                     Class C

         AIM Total Return Bond Fund -                   Class A
                                                        Class C
         AIM Real Estate Fund -                         Class A
                                                        Class C
                                                        Investor Class

AIM SECTOR FUNDS
       INVESCO Energy Fund -                          Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Financial Services Fund -              Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Gold & Precious Metals Fund -          Class A
                                                      Class C
                                                      Investor Class

       INVESCO Health Science Fund -                  Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

                                       5

       INVESCO Leisure Fund -                         Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

       INVESCO Technology Fund -                      Class A
                                                      Class C
                                                      Class K
                                                      Institutional Class
                                                      Investor Class

         INVESCO Utilities Fund -                     Class A
                                                      Class C
                                                      Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                     Class A
                                                        Class C

         AIM Opportunities II Fund -                    Class A
                                                        Class C

         AIM Opportunities III Fund -                   Class A
                                                        Class C

AIM TAX-EXEMPT FUND
         AIM High Income Municipal Fund -               Class A
                                                        Class C

         AIM Tax-Exempt Cash Fund -                     Class A
                                                        Investor Class

         AIM Tax-Free Intermediate Fund -               Class A
                                                        Class A3"

6

All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Dated: November 24, 2003

EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF
THE SHARES OF EACH PORTFOLIO LISTED ON
SCHEDULE A

By: /s/ Mark H. Williamson
    -----------------------------------------
      Mark H. Williamson
      Executive Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    -----------------------------------------
      Gene L. Needles
      President

7

AMENDMENT NO. 5

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS

       INVESCO Core Equity Fund -                       Class A
                                                        Class C
                                                        Class K
                                                        Investor Class

       INVESCO Total Return Fund -                      Class A
                                                        Class C
                                                        Class K
                                                        Institutional Class
                                                        Investor Class

AIM COUNSELOR SERIES TRUST
       INVESCO Advantage Health Sciences Fund -         Class A
                                                        Class C

       INVESCO Multi-Sector Fund -                      Class A
                                                        Class C

AIM EQUITY FUNDS
         AIM Aggressive Growth Fund -                   Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Basic Value II Fund -                      Class A
                                                        Class C

         AIM Blue Chip Fund -                           Class A
                                                        Class C

                                     Page 1
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

         AIM Capital Development Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Charter Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Constellation Fund -                       Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Core Strategies Fund -                     Class A
                                                        Class C

         AIM Dent Demographic Trends Fund -             Class A
                                                        Class C

         AIM Diversified Dividend Fund -                Class A
                                                        Class C

         AIM Emerging Growth Fund -                     Class A
                                                        Class C

         AIM Large Cap Basic Value Fund -               Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Large Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Mid Cap Growth Fund -                      Class A
                                                        Class C
                                                        Class R

         AIM U.S. Growth Fund -                         Class A
                                                        Class C

         AIM Weingarten Fund -                          Class A
                                                        Class C

                                       2

                                                        Class R
                                                        Institutional Class

AIM FUNDS GROUP
         AIM Balanced Fund -                            Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

                                     Page 2

         AIM Basic Balanced Fund -                      Class A
                                                        Class C

         AIM European Small Company Fund -              Class A
                                                        Class C

         AIM Global Value Fund -                        Class A
                                                        Class C

         AIM International Emerging Growth Fund -       Class A
                                                        Class C

         AIM Mid Cap Basic Value Fund -                 Class A
                                                        Class C

         AIM Premier Equity Fund -                      Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Select Equity Fund -                       Class A
                                                        Class C

         AIM Small Cap Equity Fund -                    Class A
                                                        Class C
                                                        Class R

AIM GROWTH SERIES
         AIM Basic Value Fund -                         Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Mid Cap Core Equity Fund -                 Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Small Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Global Trends Fund -                       Class A
                                                        Class C

                                       3

AIM INTERNATIONAL MUTUAL FUNDS
         AIM Asia Pacific Growth Fund -                 Class A
                                                        Class C

         AIM European Growth Fund -                     Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Global Aggressive Growth Fund -            Class A
                                                        Class C

         AIM Global Growth Fund -                       Class A
                                                        Class C

                                     Page 3

         AIM International Growth Fund -                Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

       INVESCO International Core Equity Fund -         Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

AIM INVESTMENT FUNDS
         AIM Developing Markets Fund -                  Class A
                                                        Class C

         AIM Global Health Care Fund -                  Class A
                                                        Class C

         AIM Libra Fund -                               Class A
                                                        Class C

         AIM Trimark Endeavor Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Fund -                             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

         AIM Trimark Small Companies Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM High Yield Fund -                          Class A
                                                        Class C
                                                        Investor Class
                                       4

         AIM Income Fund -                              Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Intermediate Government Fund -             Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Limited Maturity Treasury Fund -           Class A
                                                        Class A3
                                                        Institutional Class

         AIM Money Market Fund -                        AIM Cash Reserve Shares
                                                        Class C
                                                        Class R
                                                        Investor Class

         AIM Municipal Bond Fund -                      Class A
                                                        Class C
                                                        Investor Class

                                     Page 4

         AIM Short Term Bond Fund -                     Class C

         AIM Total Return Bond Fund -                   Class A
                                                        Class C

         AIM Real Estate Fund -                         Class A
                                                        Class C
                                                        Investor Class

AIM SECTOR FUNDS
       INVESCO Energy Fund -                            Class A
                                                        Class C
                                                        Class K
                                                        Investor Class

       INVESCO Financial Services Fund -                Class A
                                                        Class C
                                                        Class K
                                                        Investor Class

       INVESCO Gold & Precious Metals Fund -            Class A
                                                        Class C
                                                        Investor Class

       INVESCO Health Science Fund -                    Class A
                                                        Class C
                                                        Class K
                                                        Investor Class

       INVESCO Leisure Fund -                           Class A
                                                        Class C

                                       5

                                                        Class K
                                                        Investor Class

       INVESCO Technology Fund -                        Class A
                                                        Class C
                                                        Class K
                                                        Institutional Class
                                                        Investor Class

         INVESCO Utilities Fund -                       Class A
                                                        Class C
                                                        Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                     Class A
                                                        Class C

         AIM Opportunities II Fund -                    Class A
                                                        Class C

         AIM Opportunities III Fund -                   Class A
                                                        Class C

AIM STOCK FUNDS

                                     Page 5

       INVESCO Dynamics Fund -                          Class A
                                                        Class C
                                                        Class K
                                                        Institutional Class
                                                        Investor Class

       INVESCO Mid-Cap Growth Fund -                    Class A
                                                        Class C
                                                        Class K
                                                        Institutional Class
                                                        Investor Class

       INVESCO Small Company Growth Fund -              Class A
                                                        Class C
                                                        Class K

                                                        Investor Class

       INVESCO S&P 500 Index Fund -                     Institutional Class
                                                        Investor Class

AIM TAX-EXEMPT FUND
         AIM High Income Municipal Fund -               Class A
                                                        Class C

                                       6

         AIM Tax-Exempt Cash Fund -                     Class A
                                                        Investor Class

         AIM Tax-Free Intermediate Fund -               Class A
                                                        Class A3

AIM TREASURER'S SERIES TRUST
       INVESCO Stable Value Fund -                      Class R
                                                        Institutional Class

       INVESCO U.S. Government Money Fund -             Investor Class

7

All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Dated: November 25, 2003

EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF
THE SHARES OF EACH PORTFOLIO LISTED ON
SCHEDULE A

By: /s/ Mark H. Williamson
    -----------------------------------------
     Mark H. Williamson
     Executive Vice President

A I M DISTRIBUTORS, INC.

Page 6
By: /s/ Gene L. Needles
    -----------------------------------------
     Gene L. Needles
     President


AMENDMENT NO. 6

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

 

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

 

The Agreement is amended (1) effective August 18, 2003, with respect to the Portfolios of AIM Growth Series, AIM Investment Funds, AIM Investment Securities Funds and AIM Special Opportunities Funds and (2) effective January 6, 2004, with respect to the Portfolios of AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM International Mutual Funds, AIM Sector Funds, AIM Stock Funds and AIM Tax-Exempt Funds and AIM Treasurer’s Series Trust (AIM Stable Value Fund only) by adding the following sentence as the last sentence of Section FIFTH of the Agreement:

 

“The Distributor or such other investment dealers or financial institutions will be deemed to have performed all services required to be performed in order to be entitled to receive the asset based sales charge portion of any amounts payable with respect to Class A, Class A3, Class C, Class K, Class R and Investor Class Shares to the Distributor pursuant to a distribution plan adopted by the Fund on behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act upon the settlement of each sale of a Class A, Class A3, Class C, Class K, Class R or Investor Class Share (or a share of another portfolio from which such Share derives).”

 

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

 

Dated: January 6, 2004

 

Each Fund (listed on Schedule A) on behalf of the Shares of each Portfolio listed on Schedule A
By:   /s/ Robert H. Graham
   

Robert H. Graham

President

A I M DISTRIBUTORS, INC.
By:   /s/ Gene L. Needles
   

Gene L. Needles

President

 

AMENDMENT NO. 7

 

TO

 

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

 

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

 

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

 

(All Classes of Shares Except Class B Shares)

 

AIM COMBINATION STOCK & BOND FUNDS

    

INVESCO Core Equity Fund –

   Class A
    

Class C

    

Class K

    

Investor Class

INVESCO Total Return Fund –

  

Class A

    

Class C

    

Class K

    

Institutional Class

    

Investor Class

AIM COUNSELOR SERIES TRUST

    

INVESCO Advantage Health Sciences Fund –

  

Class A

    

Class C

INVESCO Multi-Sector Fund –

  

Class A

    

Class C

AIM EQUITY FUNDS

    

AIM Aggressive Growth Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Basic Value II Fund –

  

Class A

    

Class C

 


AIM Blue Chip Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

    

Investor Class

AIM Capital Development Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Charter Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Constellation Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Core Strategies Fund –

  

Class A

    

Class C

AIM Dent Demographic Trends Fund –

  

Class A

    

Class C

AIM Diversified Dividend Fund –

  

Class A

    

Class C

AIM Emerging Growth Fund –

  

Class A

    

Class C

AIM Large Cap Basic Value Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM Large Cap Growth Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM Mid Cap Growth Fund –

  

Class A

    

Class C

    

Class R

AIM U.S. Growth Fund –

  

Class A

    

Class C

 

2


AIM Weingarten Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM FUNDS GROUP

    

AIM Balanced Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Basic Balanced Fund –

  

Class A

    

Class C

AIM European Small Company Fund –

  

Class A

    

Class C

AIM Global Value Fund –

  

Class A

    

Class C

AIM International Emerging Growth Fund –

  

Class A

    

Class C

AIM Mid Cap Basic Value Fund –

  

Class A

    

Class C

AIM Premier Equity Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Select Equity Fund –

  

Class A

    

Class C

AIM Small Cap Equity Fund –

  

Class A

    

Class C

    

Class R

AIM GROWTH SERIES

    

AIM Basic Value Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Mid Cap Core Equity Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Small Cap Growth Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

 

3


AIM Global Equity Fund –

  

Class A

    

Class C

AIM INTERNATIONAL MUTUAL FUNDS

    

AIM Asia Pacific Growth Fund –

  

Class A

    

Class C

AIM European Growth Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM Global Aggressive Growth Fund –

  

Class A

    

Class C

AIM Global Growth Fund –

  

Class A

    

Class C

AIM International Growth Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

INVESCO International Core Equity Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM INVESTMENT FUNDS

    

AIM Developing Markets Fund –

  

Class A

    

Class C

AIM Global Health Care Fund –

  

Class A

    

Class C

AIM Libra Fund –

  

Class A

    

Class C

AIM Trimark Endeavor Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Trimark Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

AIM Trimark Small Companies Fund –

  

Class A

    

Class C

    

Class R

    

Institutional Class

 

4


AIM INVESTMENT SECURITIES FUNDS

    

AIM High Yield Fund –

  

Class A

    

Class C

    

Investor Class

AIM Income Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM Intermediate Government Fund –

  

Class A

    

Class C

    

Class R

    

Investor Class

AIM Limited Maturity Treasury Fund –

  

Class A

    

Class A3

    

Institutional Class

AIM Money Market Fund –

  

AIM Cash Reserve Shares

    

Class C

    

Class R

    

Investor Class

AIM Municipal Bond Fund –

  

Class A

    

Class C

    

Investor Class

AIM Short Term Bond Fund –

  

Class C

AIM Total Return Bond Fund –

  

Class A

    

Class C

AIM Real Estate Fund –

  

Class A

    

Class C

    

Investor Class

AIM SECTOR FUNDS

    

INVESCO Energy Fund –

  

Class A

    

Class C

    

Class K

    

Investor Class

INVESCO Financial Services Fund –

  

Class A

    

Class C

    

Class K

    

Investor Class

INVESCO Gold & Precious Metals Fund –

  

Class A

    

Class C

    

Investor Class

 

5


INVESCO Health Science Fund –

  

Class A

    

Class C

    

Class K

    

Investor Class

INVESCO Leisure Fund –

  

Class A

    

Class C

    

Class K

    

Investor Class

INVESCO Technology Fund –

  

Class A

    

Class C

    

Class K

    

Institutional Class

    

Investor Class

INVESCO Utilities Fund –

  

Class A

    

Class C

    

Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS

    

AIM Opportunities I Fund –

  

Class A

    

Class C

AIM Opportunities II Fund –

  

Class A

    

Class C

AIM Opportunities III Fund –

  

Class A

    

Class C

AIM STOCK FUNDS

    

INVESCO Dynamics Fund –

  

Class A

    

Class C

    

Class K

    

Institutional Class

    

Investor Class

INVESCO Mid-Cap Growth Fund –

  

Class A

    

Class C

    

Class K

    

Institutional Class

    

Investor Class

INVESCO Small Company Growth Fund –

  

Class A

    

Class C

    

Class K

    

Investor Class

INVESCO S&P 500 Index Fund –

  

Institutional Class

    

Investor Class

 

6


AIM TAX-EXEMPT FUND

    

AIM High Income Municipal Fund –

  

Class A

    

Class C

AIM Tax-Exempt Cash Fund –

  

Class A

    

Investor Class

AIM Tax-Free Intermediate Fund –

  

Class A

    

Class A3

AIM TREASURER’S SERIES TRUST

    

INVESCO Stable Value Fund –

  

Class R

    

Institutional Class

INVESCO U.S. Government Money Fund –

  

Investor Class”

 

7


All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

 

Dated: March 31, 2004

 

Each Fund (listed on Schedule A) on behalf of the Shares of each Portfolio listed on Schedule A
By:   /s/ Mark H. Williamson
   

Mark H. Williamson

Executive Vice President

A I M DISTRIBUTORS, INC.
By:   /s/ Gene L. Needles
   

Gene L. Needles

President

 

8

AMENDMENT NO. 8 TO

 

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

 

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

 

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

 

(All Classes of Shares Except Class B Shares)

 

AIM COMBINATION STOCK & BOND FUNDS

   

INVESCO Core Equity Fund –

  Class A
    Class C
    Class K
    Investor Class

INVESCO Total Return Fund –

  Class A
    Class C
    Class K
    Institutional Class
    Investor Class

AIM COUNSELOR SERIES TRUST

   

INVESCO Advantage Health Sciences Fund –

  Class A
    Class C

INVESCO Multi-Sector Fund –

  Class A
    Class C
    Institutional Class

AIM EQUITY FUNDS

   

AIM Aggressive Growth Fund –

  Class A
    Class C
    Class R
    Institutional Class

 


AIM Basic Value II Fund –

  Class A
    Class C

AIM Blue Chip Fund –

  Class A
    Class C
    Class R
    Institutional Class
    Investor Class

AIM Capital Development Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Charter Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Constellation Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Core Strategies Fund –

  Class A
    Class C

AIM Dent Demographic Trends Fund –

  Class A
    Class C

AIM Diversified Dividend Fund –

  Class A
    Class C

AIM Emerging Growth Fund –

  Class A
    Class C

AIM Large Cap Basic Value Fund –

  Class A
    Class C
    Class R
    Institutional Class
    Investor Class

AIM Large Cap Growth Fund –

  Class A
    Class C
    Class R
    Institutional Class
    Investor Class

AIM Mid Cap Growth Fund –

  Class A
    Class C
    Class R
    Institutional Class

 

2


AIM U.S. Growth Fund –

  Class A
    Class C

AIM Weingarten Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM FUNDS GROUP

   

AIM Balanced Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Basic Balanced Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM European Small Company Fund –

  Class A
    Class C

AIM Global Value Fund –

  Class A
    Class C

AIM International Emerging Growth Fund –

  Class A
    Class C

AIM Mid Cap Basic Value Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Premier Equity Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Select Equity Fund –

  Class A
    Class C

AIM Small Cap Equity Fund –

  Class A
    Class C
    Class R

AIM GROWTH SERIES

   

AIM Aggressive Allocation Fund –

  Class A
    Class C
    Class R
    Institutional Class

 

3


AIM Basic Value Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Conservative Allocation Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Global Equity Fund –

  Class A
    Class C
    Institutional Class

AIM Mid Cap Core Equity Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Moderate Allocation Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Small Cap Growth Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS

   

AIM Asia Pacific Growth Fund –

  Class A
    Class C

AIM European Growth Fund –

  Class A
    Class C
    Class R
    Investor Class

AIM Global Aggressive Growth Fund –

  Class A
    Class C

AIM Global Growth Fund –

  Class A
    Class C

AIM International Growth Fund –

  Class A
    Class C
    Class R
    Institutional Class

 

4


INVESCO International Core Equity Fund –

  Class A
    Class C
    Class R
    Institutional Class
    Investor Class

AIM INVESTMENT FUNDS

   

AIM Developing Markets Fund –

  Class A
    Class C

AIM Global Health Care Fund—

  Class A
    Class C

AIM Libra Fund –

  Class A
    Class C

AIM Trimark Endeavor Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Trimark Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Trimark Small Companies Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM INVESTMENT SECURITIES FUNDS

   

AIM High Yield Fund –

  Class A
    Class C
    Institutional Class
    Investor Class

AIM Income Fund –

  Class A
    Class C
    Class R
    Investor Class

AIM Intermediate Government Fund –

  Class A
    Class C
    Class R
    Investor Class

AIM Limited Maturity Treasury Fund –

  Class A
    Class A3
    Institutional Class

 

5


AIM Money Market Fund –

  AIM Cash Reserve Shares
    Class C
    Class R
    Institutional Class
    Investor Class

AIM Municipal Bond Fund –

  Class A
    Class C
    Investor Class

AIM Real Estate Fund –

  Class A
    Class C
    Class R
    Institutional Class
    Investor Class

AIM Short Term Bond Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM Total Return Bond Fund –

  Class A
    Class C
    Class R
    Institutional Class

AIM SECTOR FUNDS

   

INVESCO Energy Fund –

  Class A
    Class C
    Class K
    Investor Class

INVESCO Financial Services Fund –

  Class A
    Class C
    Class K
    Investor Class

INVESCO Gold & Precious Metals Fund –

  Class A
    Class C
    Investor Class

INVESCO Health Science Fund –

  Class A
    Class C
    Class K
    Investor Class

INVESCO Leisure Fund –

  Class A
    Class C
    Class K
    Investor Class

 

6


INVESCO Technology Fund –

  Class A
    Class C
    Class K
    Institutional Class
    Investor Class

INVESCO Utilities Fund –

  Class A
    Class C
    Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS

   

AIM Opportunities I Fund –

  Class A
    Class C

AIM Opportunities II Fund –

  Class A
    Class C

AIM Opportunities III Fund –

  Class A
    Class C

AIM STOCK FUNDS

   

INVESCO Dynamics Fund –

  Class A
    Class C
    Class K
    Institutional Class
    Investor Class

INVESCO Mid-Cap Growth Fund –

  Class A
    Class C
    Class K
    Institutional Class
    Investor Class

INVESCO Small Company Growth Fund –

  Class A
    Class C
    Class K
    Investor Class

INVESCO S&P 500 Index Fund –

  Institutional Class
    Investor Class

AIM TAX-EXEMPT FUNDS

   

AIM High Income Municipal Fund –

  Class A
    Class C

AIM Tax-Exempt Cash Fund –

  Class A
    Investor Class

AIM Tax-Free Intermediate Fund –

  Class A
    Class A3

 

7


AIM TREASURER’S SERIES TRUST

   

INVESCO Stable Value Fund –

  Class R
    Institutional Class

INVESCO U.S. Government Money Fund –

  Investor Class

 

8


All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

 

Dated: April 30, 2004

 

Each Fund (listed on Schedule A) on behalf of the Shares of each Portfolio listed on Schedule A

By:

 

/s/ Mark H. Williamson

   

Mark H. Williamson

   

Executive Vice President

 

A I M DISTRIBUTORS, INC.

By:

 

/s/ Gene L. Needles

   

Gene L. Needles

   

President

 

9

AMENDMENT NO. 5

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

1. The heading in the Agreement is amended to change the reference to "Schedule A" in the fourth line thereof to a reference to "Schedule A-1 and Schedule A-2.".

2. Paragraph NINETEENTH is amended to change the reference to "Exhibit A-1" in the second line thereof to a reference to "Schedule A-1."

3. Schedule A-2 to the Agreement is hereby deleted in its entirety and replaced with Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: November 20, 2003

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-2

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    ---------------------------------
    Name: Gene L. Needles
    Title: President

2

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM BOND FUNDS, INC.

PORTFOLIOS

INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund

AIM COMBINATION STOCK & BOND FUNDS, INC.

PORTFOLIOS

INVESCO Core Equity Fund
INVESCO Total Return Fund

AIM COUNSELOR SERIES FUNDS, INC.

PORTFOLIO

INVESCO Advantage Health Sciences Fund

AIM INTERNATIONAL FUNDS, INC. II

PORTFOLIO

INVESCO European Fund
INVESCO International Core Equity Fund

AIM MANAGER SERIES FUNDS, INC.

PORTFOLIO

INVESCO Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

INVESCO Energy Fund

3

INVESCO Energy Fund
INVESCO Financial Services Fund INVESCO Gold & Precious Metals Fund INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund INVESCO Technology Fund
INVESCO Telecommunications Fund INVESCO Utilities Fund

AIM STOCK FUNDS INC.

INVESCO Dynamics Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund

4

AMENDMENT NO. 6

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

1. Schedule a-1 and Schedule a-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule a-1 and Schedule a-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: November 24, 2003

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-1

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-2

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene Needles
    ---------------------------------
    Name: Gene Needles
    Title: President

SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Basic Value II Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund AIM Diversified Dividend Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM U.S. Growth Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund AIM Global Value Fund
AIM International Emerging Growth Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

2

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Mid Cap Core Equity Fund
AIM Small Cap Growth Fund
AIM Global Trends Fund

AIM INTERNATIONAL FUNDS, INC.

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Libra Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

3

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

4

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS, INC.

PORTFOLIOS

INVESCO Core Equity Fund
INVESCO Total Return Fund

AIM COUNSELOR SERIES FUNDS, INC.

PORTFOLIO

INVESCO Advantage Health Sciences Fund

AIM INTERNATIONAL FUNDS, INC. II

PORTFOLIO

INVESCO International Core Equity Fund

AIM MANAGER SERIES FUNDS, INC.

PORTFOLIO

INVESCO Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

INVESCO Energy Fund
INVESCO Energy Fund
INVESCO Financial Services Fund INVESCO Gold & Precious Metals Fund INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund INVESCO Technology Fund
INVESCO Utilities Fund

5

AIM STOCK FUNDS INC.

PORTFOLIOS

INVESCO Dynamics Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund

6

AMENDMENT NO. 7

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

1. Schedule a-1 and Schedule a-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule a-1 and Schedule a-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: November 25, 2003

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-1

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-2

By: /s/ Mark H. Williamson
    ---------------------------------
    Name: Mark H. Williamson
    Title: Executive Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene Needles
    ---------------------------------
    Name: Gene Needles
    Title: President

SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Basic Value II Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund AIM Diversified Dividend Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM U.S. Growth Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund AIM Global Value Fund
AIM International Emerging Growth Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

2

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Mid Cap Core Equity Fund
AIM Small Cap Growth Fund
AIM Global Trends Fund

AIM INTERNATIONAL FUNDS, INC.

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Libra Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

3

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

4

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS

PORTFOLIOS

INVESCO Core Equity Fund
INVESCO Total Return Fund

AIM COUNSELOR SERIES FUNDS

PORTFOLIOS

INVESCO Advantage Health Sciences Fund

INVESCO Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

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

AIM STOCK FUNDS

INVESCO Dynamics Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund

5

AMENDMENT NO. 8

 

TO

 

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18 th day of August 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

 

1. Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

 

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

 

Dated: March 31, 2004

 

Each FUND listed on Schedule A-1 on behalf of the Shares of each Portfolio listed on Schedule A-1

By:

 

/s/ Mark H. Williamson

   

Name:

 

Mark H. Williamson

   

Title:

 

Executive Vice President

 

Each FUND listed on Schedule A-2 on behalf of the Shares of each Portfolio listed on Schedule A-2

By:

 

/s/ Mark H. Williamson

   

Name:

 

Mark H. Williamson

   

Title:

 

Executive Vice President

 

A I M DISTRIBUTORS, INC.

By:

 

/s/ Gene L. Needles

   

Name:

 

Gene L. Needles

   

Title:

 

President

 

1


SCHEDULE A-1

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

AIM EQUITY FUNDS

 

Portfolios

 

AIM Aggressive Growth Fund

AIM Basic Value II Fund

AIM Blue Chip Fund

AIM Capital Development Fund

AIM Charter Fund

AIM Constellation Fund

AIM Core Strategies Fund

AIM Dent Demographic Trends Fund

AIM Diversified Dividend Fund

AIM Emerging Growth Fund

AIM Large Cap Basic Value Fund

AIM Large Cap Growth Fund

AIM Mid Cap Growth Fund

AIM U.S. Growth Fund

AIM Weingarten Fund

 

AIM FUNDS GROUP

 

Portfolios

 

AIM Balanced Fund

AIM Basic Balanced Fund

AIM European Small Company Fund

AIM Global Value Fund

AIM International Emerging Growth Fund

AIM Mid Cap Basic Value Fund

AIM Premier Equity Fund

AIM Select Equity Fund

AIM Small Cap Equity Fund

 

2


AIM GROWTH SERIES

 

Portfolios

 

AIM Basic Value Fund

AIM Global Equity Fund

AIM Mid Cap Core Equity Fund

AIM Small Cap Growth Fund

 

AIM INTERNATIONAL MUTUAL FUNDS

 

Portfolios

 

AIM Asia Pacific Growth Fund

AIM European Growth Fund

AIM Global Aggressive Growth Fund

AIM Global Growth Fund

AIM International Growth Fund

INVESCO International Core Equity Fund

 

AIM INVESTMENT FUNDS

 

Portfolios

 

AIM Developing Markets Fund

AIM Global Health Care Fund

AIM Libra Fund

AIM Trimark Endeavor Fund

AIM Trimark Fund

AIM Trimark Small Companies Fund

 

AIM INVESTMENT SECURITIES FUNDS

 

Portfolios

 

AIM High Yield Fund

AIM Income Fund

AIM Intermediate Government Fund

AIM Money Market Fund

AIM Municipal Bond Fund

AIM Real Estate Fund

AIM Total Return Bond Fund

 

3


AIM SPECIAL OPPORTUNITIES FUNDS

 

Portfolios

 

AIM Opportunities I Fund

AIM Opportunities II Fund

AIM Opportunities III Fund

 

AIM TAX-EXEMPT FUNDS

 

Portfolio

 

AIM High Income Municipal Fund

 

4


SCHEDULE A-2

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

AIM COMBINATION STOCK & BOND FUNDS

 

Portfolios

 

INVESCO Core Equity Fund

INVESCO Total Return Fund

 

AIM COUNSELOR SERIES TRUST

 

Portfolios

 

INVESCO Advantage Health Sciences Fund

INVESCO Multi-Sector Fund

 

AIM SECTOR FUNDS

 

Portfolios

 

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

 

AIM STOCK FUNDS

 

Portfolios

 

INVESCO Dynamics Fund

INVESCO Mid-Cap Growth Fund

INVESCO Small Company Growth Fund

 

5

AMENDMENT NO. 9

 

TO

 

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18 th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

 

1. Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

 

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

 

Dated: April 30, 2004

 

Each FUND listed on Schedule A-1 on behalf of the Shares of each Portfolio listed on Schedule A-1

By:

 

/s/ Mark H. Williamson

   

Name: Mark H. Williamson

   

Title: Executive Vice President

 

Each FUND listed on Schedule A-2 on behalf of the Shares of each Portfolio listed on Schedule A-2

By:

 

/s/ Mark H. Williamson

   

Name: Mark H. Williamson

   

Title: Executive Vice President

 

A I M DISTRIBUTORS, INC.

By:

 

/s/ Gene L. Needles

   

Name: Gene L. Needles

   

Title: President

 


SCHEDULE A-1

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

AIM EQUITY FUNDS

 

Portfolios

 

AIM Aggressive Growth Fund

AIM Basic Value II Fund

AIM Blue Chip Fund

AIM Capital Development Fund

AIM Charter Fund

AIM Constellation Fund

AIM Core Strategies Fund

AIM Dent Demographic Trends Fund

AIM Diversified Dividend Fund

AIM Emerging Growth Fund

AIM Large Cap Basic Value Fund

AIM Large Cap Growth Fund

AIM Mid Cap Growth Fund

AIM U.S. Growth Fund

AIM Weingarten Fund

 

AIM FUNDS GROUP

 

Portfolios

 

AIM Balanced Fund

AIM Basic Balanced Fund

AIM European Small Company Fund

AIM Global Value Fund

AIM International Emerging Growth Fund

AIM Mid Cap Basic Value Fund

AIM Premier Equity Fund

AIM Select Equity Fund

AIM Small Cap Equity Fund

 

2


AIM GROWTH SERIES

 

Portfolios

 

AIM Aggressive Allocation Fund

AIM Basic Value Fund

AIM Conservative Allocation Fund

AIM Mid Cap Core Equity Fund

AIM Moderate Allocation Fund

AIM Small Cap Growth Fund

AIM Global Trends Fund

 

AIM INTERNATIONAL MUTUAL FUNDS

 

Portfolios

 

AIM Asia Pacific Growth Fund

AIM European Growth Fund

AIM Global Aggressive Growth Fund

AIM Global Growth Fund

AIM International Growth Fund

INVESCO International Core Equity Fund

 

AIM INVESTMENT FUNDS

 

Portfolios

 

AIM Developing Markets Fund

AIM Global Health Care Fund

AIM Libra Fund

AIM Trimark Fund

AIM Trimark Endeavor Fund

AIM Trimark Small Companies Fund

 

AIM INVESTMENT SECURITIES FUNDS

 

Portfolios

 

AIM High Yield Fund

AIM Income Fund

AIM Intermediate Government Fund

AIM Money Market Fund

AIM Municipal Bond Fund

AIM Total Return Bond Fund

AIM Real Estate Fund

 

3


AIM SPECIAL OPPORTUNITIES FUNDS

 

Portfolios

 

AIM Opportunities I Fund

AIM Opportunities II Fund

AIM Opportunities III Fund

 

AIM TAX-EXEMPT FUNDS

 

Portfolio

 

AIM High Income Municipal Fund

 

4


SCHEDULE A-2

TO

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

(CLASS B SHARES)

 

AIM COMBINATION STOCK & BOND FUNDS

 

Portfolios

 

INVESCO Core Equity Fund

INVESCO Total Return Fund

 

AIM COUNSELOR SERIES TRUST

 

Portfolios

 

INVESCO Advantage Health Sciences Fund

INVESCO Multi-Sector Fund

 

AIM SECTOR FUNDS

 

Portfolios

 

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

 

AIM STOCK FUNDS

 

INVESCO Dynamics Fund

INVESCO Mid-Cap Growth Fund

INVESCO Small Company Growth Fund

 

5

AIM FUNDS

 

RETIREMENT PLAN FOR ELIGIBLE

 

DIRECTORS/TRUSTEES

 

Effective as of March 8, 1994

As Restated September 18, 1995

As Restated March 7, 2000

As Restated October 1, 2001

 


AIM FUNDS

 

RETIREMENT PLAN FOR ELIGIBLE

 

DIRECTORS/TRUSTEES

 

TABLE OF CONTENTS

 

Article I DEFINITION OF TERMS AND CONSTRUCTION

   1

1.1

  

Definitions

   1

1.2

  

Plurals and Gender

   3

1.3

  

Directors/Trustees

   3

1.4

  

Headings

   3

1.5

  

Severability

   3

Article II PARTICIPATION

   3

2.1

  

Commencement of Participation

   3

2.2

  

Termination of Participation

   3

2.3

  

Resumption of Participation

   3

2.4

  

Determination of Eligibility

   4

Article III BENEFITS UPON RETIREMENT AND OTHER TERMINATION OF SERVICE

   4

3.1

  

Retirement

   4

3.2

  

Retirement Benefits

   4

3.3

  

Termination of Service Before Normal Retirement Date

   4

3.4

  

Termination of Service by Reason of Death

   4

3.5

  

Benefits Calculated in the Aggregate for all of the AIM Funds

   5

Article IV DEATH BENEFITS

   5

4.1

  

Death Prior to Commencement of Benefits

   5

4.2

  

Death Subsequent to Commencement of Benefits

   5

4.3

  

Death of Spouse

   5

Article V SUSPENSION OF BENEFITS, ETC.

   5

5.1

  

Suspension of Benefits Upon Resumption of Service

   5

5.2

  

Payments Due Missing Persons

   6

Article VI ADMINISTRATOR

   6

6.1

  

Appointment of Administrator

   6

6.2

  

Powers and Duties of Administrator

   6

6.3

  

Action by Administrator

   7

6.4

  

Participation by Administrators

   7

6.5

  

Agents and Expenses

   7

6.6

  

Allocation of Duties

   7

6.7

  

Delegation of Duties

   8

6.8

  

Administrator’s Action Conclusive

   8

6.9

  

Records and Reports

   8

6.10

  

Information from the AIM Funds

   8

6.11

  

Reservation of Rights by Boards of Directors

   8

6.12

  

Liability and Indemnification

   8

Article VII AMENDMENTS AND TERMINATION

   9

7.1

  

Amendments

   9

7.2

  

Termination

   9

Article VIII MISCELLANEOUS.

   9

8.1

  

Rights of Creditors

   9

8.2

  

Liability Limited

   9

 

i


8.3

  

Incapacity

   10

8.4

  

Cooperation of Parties

   10

8.5

  

Governing Law

   10

8.6

  

Nonguarantee of Director

   10

8.7

  

Counsel

   10

8.8

  

Spendthrift Provision

   11

8.9

  

Forfeiture for Cause

   11

Article IX CLAIMS PROCEDURE

   11

9.1

  

Notice of Denial

   11

9.2

  

Right to Reconsideration

   11

9.3

  

Review of Documents

   11

9.4

  

Decision by Administrator

   11

9.5

  

Notice by Administrator

   12

 

ii


RETIREMENT PLAN FOR ELIGIBLE

 

DIRECTORS/TRUSTEES

 

PREAMBLE

 

Effective as of March 8, 1994, the regulated investment companies managed, advised, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the “AIM Funds”) have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the “Plan”) for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As the Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

ARTICLE I

 

DEFINITION OF TERMS AND CONSTRUCTION

 

  1.1 Definitions.

 

Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:

 

(a) “Accrued Benefit” shall mean, as of any date prior to a Director’s Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination.

 

(b) “Actuary” shall mean the independent actuary selected by the Administrator.

 

(c) “Administrator” shall mean the administrative committee provided for in Article VI.

 

(d) “AIM Funds” shall mean those regulated investment companies managed, advised, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto, as such Appendix may be amended from time to time.

 

(e) “Board of Directors” shall mean the Board of Directors or Board of Trustees of each of the AIM Funds.

 

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

 

(g) “Compensation” shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately preceding the Director’s Retirement, including retainer amounts deferred under a separate agreement between the AIM Funds and the Director. The amount of such retainer Compensation shall be as determined by the Administrator.

 

(h) “Deferred Retirement Date” shall mean the last day of the Plan Year in which a Participant terminated Service after his Normal Retirement Date.

 


(i) “Director” shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted the Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates.

 

(j) “Disability” shall mean the inability of the Participant to participate in meetings of the Board of Directors, either in person or by telephone, for a period of at least nine (9) months.

 

(k) “Effective Date” shall mean March 8, 1994.

 

(l) “Fund” shall mean an AIM Fund which has adopted this Plan.

 

(m) “Mandatory Retirement Date” shall mean the last day of the Plan Year in which a Director has reached the age of 72.

 

(n) “Normal Retirement Date” shall mean the last day of the Plan Year in which a Director has attained age 65 (or at least age 55 in the event of the Director’s termination of Service by reason of death or Disability).

 

(o) “Participant” shall mean a Director who:

 

(i) serves as a Director until his Normal Retirement Date;

 

(i) has completed at least five continuous and non-forfeited Years of Service, as well as at least 30 months of Service with one or more of the AIM Funds; and

 

(iii) is included in this Plan as provided in Article II hereof.

 

(p) “Plan” shall mean the “AIM Funds Retirement Plan for Eligible Directors/Trustees” as described herein or as hereafter amended from time to time.

 

(q) “Plan Year” shall mean the calendar year.

 

(r) “Removal for Cause” shall mean the removal of a Director by the Directors of the AIM Funds or by shareholders due to such Director’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director.

 

(s) “Retirement” shall mean a Director’s termination of his active Service with the AIM Funds on or after his Normal Retirement Date, due to his death, Disability, or voluntary or involuntary termination of his Service.

 

(t) “Retirement Benefit” shall mean the benefit described under Section 3.2 hereof.

 

(u) “Service” shall mean an individual’s serving as a Director of one or more of the AIM Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by A I M Advisors, Inc. (or any of its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant’s Years of Service, subject to all restrictions and other forfeiture provisions contained herein.

 

(v) “Year of Service” shall mean a twelve consecutive month period of Service. For all purposes in this Plan, if a Participant’s Service terminates prior to his Retirement, he shall forfeit credit for all Years of Service completed prior to such termination unless (a) he again becomes a Director and

 

2


(b) the number of Years of Service he accumulated prior to such termination exceeded the number of years in which he did not serve as a Director.

 

  1.2 Plurals and Gender.

 

Where appearing in the Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

 

  1.3 Directors/Trustees.

 

Where appropriate, the term “director” shall refer to “trustee”, “directorship” shall refer to “trusteeship” and “Board of Directors” shall refer to “Board of Trustees.”

 

  1.4 Headings.

 

The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

 

  1.5 Severability.

 

In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

 

ARTICLE II

 

PARTICIPATION

 

  2.1 Commencement of Participation.

 

Each Director shall become a Participant hereunder on the date his directorship of one or more of the AIM Funds commences.

 

  2.2 Termination of Participation.

 

After commencement or resumption of his participation, a Director shall remain a Participant until the earliest of the following dates:

 

  (a) his actual Retirement date;

 

  (b) his date of death;

 

  (c) the date on which he otherwise incurs a termination of Service; or

 

  (d) the effective date of the termination of the Plan.

 

  2.3 Resumption of Participation.

 

Any Participant whose Service terminates and who thereafter again becomes a Director shall resume participation immediately upon again becoming a Director except that, as provided in

 

3


Section 1.1 (v) hereof, if his Service is terminated prior to his Normal Retirement Date, for all purposes of this Plan he shall forfeit credit for all Years of Service completed prior to such termination of his Service.

 

  2.4 Determination of Eligibility.

 

The Administrator shall determine the eligibility of Directors in accordance with the provisions of this Article.

 

ARTICLE III

 

BENEFITS UPON

RETIREMENT AND OTHER TERMINATION OF SERVICE

  3.1 Retirement.

 

Although a Director may voluntarily retire at any time, each Director must retire on his applicable Mandatory Retirement Date upon reaching the age of 72. Such Mandatory Retirement Date may be extended from time to time upon the majority vote of the Boards of Directors of the AIM Funds.

 

  3.2 Retirement Benefits.

 

(a) In order to receive Retirement Benefits under this Plan, a Director (i) must have reached the age of 65 (55 in the event of death or Disability), and (ii) must qualify as a Participant under this Plan.

 

(b) Upon Retirement, a Participant shall be entitled to receive an annual benefit from the AIM Funds commencing on the first day of the calendar quarter coincident with or next following his date of Retirement. The benefit shall be payable in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Participant’s Years of Service. The annual benefit shall equal seventy-five percent (75%) of the Participant’s Compensation.

 

  3.3 Termination of Service Before Normal Retirement Date.

 

(a) If a Director’s Service terminates prior to his Normal Retirement Date because of his death, Disability or Removal for Cause, he shall not be entitled to any benefits under this Plan.

 

(b) If a Director’s Service is involuntarily terminated for any reason other than those specified in Section 3.3(a) above, and as of the date of termination the Director has accumulated at least five continuous and non- forfeited Years of Service, he shall be entitled to receive his Accrued Benefit, which benefit shall be determined as of the date of such termination. The AIM Funds shall pay such benefit in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Director’s Years of Service. The AIM Funds shall commence paying such benefit on the date of such involuntary termination.

 

  3.4 Termination of Service by Reason of Death.

 

No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Article IV.

 

4


  3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.

 

With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the AIM Funds. Each Fund’s share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator.

 

ARTICLE IV

 

DEATH BENEFITS

 

  4.1 Death Prior to Commencement of Benefits.

 

In the event of a Participant’s death subsequent to his Normal Retirement Date, but prior to the commencement of his Retirement Benefits under Article III hereof, the surviving spouse (if any) of such Participant shall be entitled to receive a quarterly survivor’s benefit for a period of no more than ten (10) years (or, if less, the number of the Participant’s Years of Service) beginning on the first day of the calendar quarter next following the date of the Participant’s death equal to fifty percent (50%) of the amount of the quarterly installments of Retirement Benefits that would have been paid to the Participant under Sections 3.2 or 3.3 hereof had his Retirement occurred on his date of death.

 

  4.2 Death Subsequent to Commencement of Benefits.

 

In the event a Participant dies after the commencement of his Retirement Benefit under Article III, but prior to the cessation of the payment of such Retirement Benefits, the surviving spouse (if any) of such Participant shall be entitled to receive survivor’s benefits equal to fifty percent (50%) of the amount of the annual Retirement Benefit payable to the Participant under Article III hereunder, paid at such times, and for such period, as such Retirement Benefit would have continued to have been paid to the Participant had he not died.

 

  4.3 Death of Spouse.

 

(a) In the event a Participant is not survived by a spouse, no benefits will be paid hereunder upon the Participant’s death.

 

(b) If a deceased Participant’s surviving spouse dies while receiving survivor’s benefits hereunder, any installments not paid at the time of the surviving spouse’s death shall be forfeited.

 

ARTICLE V

 

SUSPENSION OF BENEFITS, ETC.

 

  5.1 Suspension of Benefits Upon Resumption of Service.

 

In the case of a Participant who, at a time when he is receiving Retirement Benefits under Article III of this Plan, resumes Service with any AIM Fund, such Retirement Benefits shall be suspended until his subsequent Retirement, termination of Service or death. Subject to the Years of Service limitations of Section 3.2 hereof, in the event of his Retirement or termination of Service following such a suspension, the quarterly amount of his remaining Retirement Benefits shall thereafter be adjusted, if appropriate, to reflect any additional Years of Service completed by, or a higher rate of Compensation received by, such Participant.

 

5


  5.2 Payments Due Missing Persons.

 

The Administrator shall make a reasonable effort to locate all persons entitled to benefits (including Retirement Benefits and survivor’s benefits for spouses) under the Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of 5 years from the date any of such benefits first become due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes operative, the Administrator shall send a certified letter to all such persons (if any) at their last known address advising them that their benefits under the Plan shall be suspended. Any such suspended amounts shall be held by the AIM Funds for a period of 3 additional years (or a total of 8 years from the time the benefits first became payable) and thereafter such amounts shall be forfeited.

 

ARTICLE VI

 

ADMINISTRATOR

 

  6.1 Appointment of Administrator.

 

This Plan shall be administered by the Committees on Directors/Trustees of the Boards of Directors of the AIM Funds. The members of such committees are not “interested persons” (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the AIM Funds. The term “Administrator” as used in this Plan shall refer to the members of such committees, either individually or collectively, as appropriate.

 

  6.2 Powers and Duties of Administrator.

 

Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:

 

(a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of the Plan;

 

(b) to determine all questions arising in the administration, interpretation and application of the Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder;

 

(c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;

 

(d) to advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution;

 

(e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan;

 

(f) to compute the amount of benefits and other payments which shall be payable to any Participant or surviving spouse in accordance with the provisions of the Plan and to determine the person or persons to whom such benefits shall be paid;

 

6


(g) to make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to the Plan;

 

(h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or the Plan;

 

(i) to engage the Actuary of the Plan and to cause the liabilities of the Plan to be evaluated by the Actuary; and

 

(j) to have all such other powers as may be necessary to discharge its duties hereunder.

 

  6.3 Action by Administrator.

 

The Administrator may elect a Chairman and Secretary from among its members and may adopt rules for the conduct of its business. A majority of the members then serving shall constitute a quorum for the transacting of business. All resolutions or other action taken by the Administrator shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or the Secretary of the Administrator, if any, or by any member or agent of the Administrator duly authorized to act on the Administrator’s behalf.

 

  6.4 Participation by Administrators.

 

No Administrator shall be precluded from becoming a Participant in the Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under the Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a “Majority Vote”), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question.

 

  6.5 Agents and Expenses.

 

The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of the Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.5 hereof with respect to costs related to benefit accruals. For purposes of the preceding sentence, if an individual serves as a Director for more than one Fund, he shall be deemed to be a separate Director for each such Fund in determining the aggregate number of Directors of the AIM Funds.

 

  6.6 Allocation of Duties.

 

The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator.

 

7


  6.7 Delegation of Duties.

 

The Administrator may delegate any of its duties to employees of A I M Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.

 

  6.8 Administrator’s Action Conclusive.

 

Any action on matters within the discretion of the Administrator shall be final and conclusive.

 

  6.9 Records and Reports.

 

The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law.

 

  6.10 Information from the AIM Funds.

 

The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous.

 

  6.11 Reservation of Rights by Boards of Directors.

 

When rights are reserved in this plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator.

 

  6.12 Liability and Indemnification.

 

(a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents.

 

(b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim).

 

8


ARTICLE VII

 

AMENDMENTS AND TERMINATION

 

  7.1 Amendments.

 

The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that:

 

(a) No amendment shall make it possible for any part of a Participant’s or former Participant’s Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant or surviving spouse, except to the extent otherwise provided in this Plan;

 

(b) No amendment may reduce any Participant’s or former Participant’s Retirement Benefit as of the effective date of the amendment;

 

Amendments may be made in the form of Board of Directors’ resolutions or separate written document.

 

  7.2 Termination.

 

Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and the rights of all Participants to their Retirement Benefits (determined as of the date the Plan is terminated) shall become payable upon the effective date of the termination of the Plan in quarterly installments or in an actuarially equivalent lump sum as determined by the Administrator.

 

ARTICLE VIII

 

MISCELLANEOUS.

 

  8.1 Rights of Creditors.

 

(a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any fund or in any specific asset or assets of any of the AIM Funds by reason of any Accrued or Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder.

 

(b) The Accrued and Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds.

 

  8.2 Liability Limited.

 

Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.

 

9


  8.3 Incapacity.

 

If the Administrator shall receive evidence satisfactory to it that a Participant or surviving spouse entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant or surviving spouse and that no guardian, committee or other representative of the estate of such Participant or surviving spouse shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant or surviving spouse to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

 

  8.4 Cooperation of Parties.

 

All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.

 

  8.5 Governing Law.

 

All rights under the Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure or (b) the date such individual’s cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan’s claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association (“AAA”) in the County and State of the Funds’ principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney’s fees).

 

  8.6 Nonguarantee of Director

 

Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors.

 

  8.7 Counsel.

 

The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

 

10


  8.8 Spendthrift Provision.

 

A Participant’s interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable.

 

  8.9 Forfeiture for Cause.

 

Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause.

 

ARTICLE IX

 

CLAIMS PROCEDURE

 

  9.1 Notice of Denial.

 

If a Participant is denied any Retirement Benefit (or a surviving spouse is denied a survivor’s benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse) in writing of the amount of his Retirement Benefit (or survivor’s benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse) at that time with a written notice containing:

 

(a) A specific reference to pertinent Plan provisions.

 

(b) A description of any additional material or information necessary for the Participant (or surviving spouse) to perfect his claim, if possible, and an explanation of why such material or information is needed.

 

(c) An explanation of the Plan’s claim review procedure.

 

  9.2 Right to Reconsideration.

 

Within 60 days of receipt of the information stated in Section 9.1 above, the Participant (or surviving spouse) shall, if he desires further review, file a written request for reconsideration with the Administrator.

 

  9.3 Review of Documents.

 

So long as the Participant’s (or surviving spouse’s) request for review is pending (including the 60 day period in 9.2 above), the Participant (or surviving spouse) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.

 

  9.4 Decision by Administrator.

 

A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse) of his request for reconsideration, provided, however, that if

 

11


the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse) or his representative present is necessary or desirable, this period shall be extended an additional 60 days.

 

  9.5 Notice by Administrator.

 

The Administrator’s decision shall be conveyed to the Participant (or surviving spouse) in writing and shall include specific reasons for the provisions on which the decision is based.

 

12


Appendix A

 

October 1, 2001

 

For the purposes of the Retirement Plan for Eligible Directors/Trustees” AIM Funds” shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:

 

AIM ADVISOR FUNDS

AIM EQUITY FUNDS

AIM FLOATING RATE FUND

AIM FUNDS GROUP

AIM GROWTH SERIES

AIM INTERNATIONAL FUNDS, INC.

AIM INVESTMENT FUNDS

AIM INVESTMENT SECURITIES FUNDS

AIM SERIES TRUST

AIM SPECIAL OPPORTUNITIES FUNDS

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

AIM VARIABLE INSURANCE FUNDS

SHORT-TERM INVESTMENTS CO.

SHORT-TERM INVESTMENTS TRUST

TAX-FREE INVESTMENTS CO.

 

Amendment No. 1 to Transfer Agency Agreement

 

The Transfer Agency Agreement made as of the 20 th day of November, 2003 (the “Agreement”), between AIM Sector Funds, a Delaware statutory trust (the “Company”), and certain other investment companies, and AIM INVESTMENT SERVICES, INC., a Delaware corporation (the “Transfer Agent”), is hereby amended, as of the 24th day of November 2003.

 

WHEREAS, the Company and the Transfer Agent desire to amend the Agreement to delete INVESCO Telecommunications Fund, a series of the Company, from the Agreement;

 

NOW, THEREFORE, the parties agree as follows:

 

  1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following:

 

“Schedule A

 

REGISTERED

INVESTMENT

COMPANY


  

FUNDS


  

EFFECTIVE DATE


AIM Counselor Series Trust   

INVESCO Advantage Health Sciences Fund

INVESCO Multi-Sector Fund

   November 25, 2003
AIM Combination Stock & Bond Funds   

INVESCO Core Equity Fund

INVESCO Total Return Fund

   November 25, 2003
AIM International Mutual Funds   

INVESCO International Core Equity

   November 25, 2003
AIM Sector Funds   

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

   November 20, 2003
AIM Stock Funds   

INVESCO Dynamics Fund

INVESCO Mid-Cap Growth Fund

INVESCO Small Company Growth Fund

INVESCO S&P 500 Index Fund

   November 25, 2003
AIM Treasurer’s Series Trust   

INVESCO Treasurer’s Money Market Reserve Fund

INVESCO Treasurer’s Tax-Exempt Reserve Fund

INVESCO U.S. Government Money Fund

INVESCO Stable Value Fund

   November 25, 2003

 

1


REGISTERED

INVESTMENT

COMPANY


  

FUNDS


   EFFECTIVE DATE

INVESCO Variable Investment Funds, Inc.   

VIF-Core Equity Fund

VIF-Dynamics Fund

VIF-Financial Services Fund

VIF-Growth Fund

VIF-Health Sciences Fund

VIF-High Yield Fund

VIF-Leisure Fund

VIF-Real Estate Opportunity Fund

VIF-Small Company Growth Fund

VIF-Technology Fund

VIF-Telecommunications Fund

VIF-Total Return Fund

VIF-Utilities Fund”

   November 20, 2003

 

  2. All other terms and conditions of the Agreement shall remain in full force and effect.

 

AGREED AND EXECUTED:

       

AIM Sector Funds

     

AIM Investment Services, Inc.

By:

 

/s/ Robert H. Graham

     

By:

 

/s/ Tony D. Green

Name:

 

Robert H. Graham

     

Name:

 

Tony D. Green

Title:

 

President

     

Title:

 

President

 

Amendment No. 2 to Transfer Agency Agreement

 

The Transfer Agency Agreement made as of the 20 th day of November, 2003 (the “Agreement”), between INVESCO Variable Investment Funds, Inc., a Maryland corporation (the “Company”), and certain other investment companies, and AIM INVESTMENT SERVICES, INC., a Delaware corporation (the “Transfer Agent”), is hereby amended, as of the 1 st day of May 2004.

 

WHEREAS, the Company and the Transfer Agent desire to amend the Agreement to delete the Company and its various series portfolios, from the Agreement;

 

NOW, THEREFORE, the parties agree as follows:

 

  1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following:

 

“Schedule A

 

REGISTERED

INVESTMENT

COMPANY


  

FUNDS


  

EFFECTIVE DATE


AIM Counselor Series Trust   

INVESCO Advantage Health Sciences Fund

INVESCO Multi-Sector Fund

   November 25, 2003
AIM Combination Stock & Bond Funds   

INVESCO Core Equity Fund

INVESCO Total Return Fund

   November 25, 2003
AIM International Mutual Funds    INVESCO International Core Equity    November 25, 2003
AIM Sector Funds   

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Utilities Fund

   November 20, 2003
AIM Stock Funds   

INVESCO Dynamics Fund

INVESCO Mid-Cap Growth Fund

INVESCO Small Company Growth Fund

INVESCO S&P 500 Index Fund

   November 25, 2003
AIM Treasurer’s Series Trust   

INVESCO Treasurer’s Money Market Reserve Fund

INVESCO Treasurer’s Tax-Exempt Reserve Fund

INVESCO U.S. Government Money Fund

INVESCO Stable Value Fund”

   November 25, 2003

 


  2. The Fee Schedule to the Agreement is hereby deleted in its entirety and replaced with the following:

 

“FEE SCHEDULE

 

This Fee Schedule for services is made pursuant to the Transfer Agency Agreement dated November 20, 2003 (the “Agreement”), between the registered investments companies specified in Schedule A (each individually referred to as “Company”) and AIM Investment Services, Inc. (the “Transfer Agent”). The parties hereto agree to the following:

 

Account Maintenance Charges . Fees are based on an annual charge set forth below. These annual charges are billable monthly at the rate of one-twelfth (1/12) of the annual fee.

 

Company


   Annual
Charge Per
Shareholder
Account


   Annual
Omnibus
Account
Charge Per
Participant


AIM Counselor Series Trust

   $ 22.50    $ 22.50

AIM Combination Stock & Bond Funds

   $ 22.50    $ 22.50

AIM International Mutual Funds

   $ 22.50    $ 22.50

AIM Sector Funds

   $ 22.50    $ 22.50

AIM Stock Funds

   $ 22.50    $ 22.50

AIM Treasurer’s Series Trust 1

   $ 29.50    $ 29.50

AIM Treasurer’s Series Trust 2

   $ 28.50    $ 28.50

 

Expenses. A Fund shall not be liable for reimbursement to the Transfer Agent of expenses incurred by it in the performance of services pursuant to the Agreement, provided, however, that nothing herein or in the Agreement shall be construed as affecting in any manner any obligations assumed by a Fund with respect to expense payment or reimbursement pursuant to a separate written agreement between the Fund and the Transfer Agent or any affiliate thereof.

 

1 The Transfer Agent will not charge INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund, portfolios of the Company, a fee under this Agreement, but this commitment may be changed following consultation with the board of trustees. The Transfer Agent will receive a fee with respect to INVESCO U.S. Government Money Fund.

 

2 The Transfer Agent will receive a fee with respect to INVESCO Stable Value Fund.”

 

  3. All other terms and conditions of the Agreement shall remain in full force and effect.

 


AGREED AND EXECUTED:

       

INVESCO Variable Investment Funds, Inc.

     

AIM Investment Services, Inc.

By:

 

/s/ ROBERT H. GRAHAM

     

By:

 

/S/ MARK H. WILLIAMSON

Name:

 

ROBERT H. GRAHAM

     

Name:

 

MARK H. WILLIAMSON

Title:

 

PRESIDENT

     

Title:

 

DIRECTOR & CHAIRMAN

 

TRANSFER AGENCY AND SERVICE AGREEMENT

 

between

 

AIM SECTOR FUNDS

 

and

 

AIM INVESTMENT SERVICES, INC.

 


TABLE OF CONTENTS

 

          Page

ARTICLE 1

   TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT    3

ARTICLE 2

   FEES AND EXPENSES    4

ARTICLE 3

   REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT    5

ARTICLE 4

   REPRESENTATIONS AND WARRANTIES OF THE FUND    6

ARTICLE 5

   INDEMNIFICATION    6

ARTICLE 6

   COVENANTS OF THE FUND AND THE TRANSFER AGENT    7

ARTICLE 7

   TERMINATION OF AGREEMENT    8

ARTICLE 8

   ADDITIONAL FUNDS    8

ARTICLE 9

   LIMITATION OF SHAREHOLDER LIABILITY    8

ARTICLE 10

   ASSIGNMENT    8

ARTICLE 11

   AMENDMENT    9

ARTICLE 12

   TEXAS LAW TO APPLY    9

ARTICLE 13

   MERGER OF AGREEMENT    9

ARTICLE 14

   COUNTERPARTS    9

 

2


TRANSFER AGENCY AND SERVICE AGREEMENT

 

AGREEMENT made as of the 1st day of July, 2004, by and between AIM Sector Funds, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

 

WHEREAS, the Transfer Agent is registered as such with the Securities and Exchange Commission (the “SEC”); and

 

WHEREAS, the Fund is authorized to issue shares in separate series and classes, with each such series representing interests in a separate portfolio of securities and other assets and each such class having different distribution arrangements; and

 

WHEREAS, the Fund on behalf of the retail and institutional share classes of each of the Portfolios thereof (the “Portfolios”) desires to appoint the Transfer Agent as its transfer agent, and agent in connection with certain other activities, with respect to the Portfolios, and the Transfer Agent desires to accept such appointment;

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

 

ARTICLE 1

TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT

 

1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest of the Fund representing interests in the retail and institutional share classes of each of the respective Portfolios (“Shares”), dividend disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders of each of the Portfolios (the “Shareholders”), including without limitation any periodic investment plan or periodic withdrawal program, as provided in the currently effective prospectus and statement of additional information (the “Prospectus”) of the Fund on behalf of the Portfolios.

 

1.02 The Transfer Agent agrees that it will perform the following services:

 

(a) The Transfer Agent shall, in accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable, and the Transfer Agent:

 

  (i) receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Charter of the Fund (the “Custodian”);

 

  (ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

 

  (iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

 

3


  (iv) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the Fund;

 

  (v) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

 

  (vi) prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the Shares;

 

  (vii) maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and

 

  (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-1O(e) a record of the total number of Shares which are authorized, based upon data provided to it by the Fund, and issued and outstanding.

 

The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which function shall be the sole responsibility of the Fund.

 

(b) In addition to the services set forth in the above paragraph (a), the Transfer Agent shall: perform the customary services of a transfer agent, including but not limited to maintaining all Shareholder accounts, mailing Shareholder reports and prospectuses to current Shareholders, preparing and mailing confirmation forms and statements of accounts to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information.

 

(c) Procedures as to who shall provide certain of these services in Article 1 may be established from time to time by agreement between the Fund on behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the other agents of the Fund may perform these services on the Fund’s behalf.

 

ARTICLE 2

FEES AND EXPENSES

 

2.01 For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent fees as set forth in Schedule A, attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

 

4


2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances incurred by the Transfer Agent for the items set forth in Schedule A. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund on behalf of the applicable Shares.

 

2.03 The Fund agrees on behalf of each of the Portfolios to pay all fees and reimbursable expenses following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

 

2.04 The Transfer Agent may, from time to time, enter into certain sub-transfer agency, omnibus account service, sub-accounting, and networking agreements whereby a broker/dealer or third party agrees to provide individual shareholder and/or record keeping services with respect to investments in the Portfolios that would otherwise be required to be provided by the Transfer Agent hereunder. The types of accounts serviced through these arrangements may generally include (i) direct investments by individuals whose Shares are held in an omnibus account maintained with the Transfer Agent by a broker or sub-transfer agent; (ii) investments made through various types of retirement and college savings plans; and (iii) investments made through variable group annuities, funds of funds, and other investment vehicles which utilize the Funds as underlying investments. All fees payable under the sub-transfer agency, omnibus account service, sub-accounting, and networking agreements shall be an obligation of the Transfer Agent and not the Portfolios (with the exception of certain out-of-pocket expenses and advances identified under Section 2.02, above, and payments made with respect to the servicing of accounts invested in Institutional Class shares).

 

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT

 

The Transfer Agent represents and warrants to the Fund that:

 

3.01 It is a corporation duly organized and existing and in good standing under the laws of the state of Delaware.

 

3.02 It is duly qualified to carry on its business in Delaware and in Texas.

 

3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

 

3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

 

3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

 

3.06 It is registered as a Transfer Agent as required by the federal securities laws.

 

3.07 This Agreement is a legal, valid and binding obligation to it.

 

5


ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE FUND

 

The Fund represents and warrants to the Transfer Agent that:

 

4.01 It is a statutory trust duly organized and existing and in good standing under the laws of Delaware.

 

4.02 It is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement.

 

4.03 All corporate proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

 

4.04 It is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended.

 

4.05 A registration statement under the Securities Act of 1933, as amended on behalf of each of the Portfolios is currently effective and will remain effective, with respect to all Shares of the Fund being offered for sale.

 

ARTICLE 5

INDEMNIFICATION

 

5.01 The Transfer Agent shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio, indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

 

(a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

 

(b) the Fund’s lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder;

 

(c) the reliance on or use by the Transfer Agent or its agents or subcontractors of information, records and documents or services which (i) are received or relied upon by the Transfer Agent or its agents or subcontractors and/or furnished to it or performed by on behalf of the Fund, and (ii) have been prepared, maintained and/or performed by the Fund or any other person or firm on behalf of the Fund; provided such actions are taken in good faith and without negligence or willful misconduct;

 

(d) the reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund on behalf of the applicable Portfolio; provided such actions are taken in good faith and without negligence or willful misconduct; or

 

(e) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

 

5.02 The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out

 

6


of or attributable to any action or failure or omission to act by the Transfer Agent as result of the Transfer Agent’s lack of good faith, negligence or willful misconduct.

 

5.03 At any time the Transfer Agent may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable to and shall be indemnified by the Fund on behalf of the applicable Portfolio for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund.

 

5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

 

5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.

 

5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

 

ARTICLE 6

COVENANTS OF THE FUND AND THE TRANSFER AGENT

 

6.01 The Fund shall, upon request, on behalf of each of the Portfolios promptly furnish to the Transfer Agent the following:

 

(a) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

 

(b) a copy of the Agreement and Declaration of Trust and By-Laws of the Fund and all amendments thereto.

 

6.02 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to

 

7


be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

 

6.03 The Transfer Agent and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

 

6.04 In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

 

ARTICLE 7

TERMINATION OF AGREEMENT

 

7.01 This Agreement may be terminated by either party upon sixty (60) days written notice to the other.

 

7.02 Should the Fund exercise its right to terminate this Agreement, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund on behalf of the applicable Portfolios. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months’ fees.

 

ARTICLE 8

ADDITIONAL FUNDS

 

8.01 In the event that the Fund establishes one or more series of Shares in addition to the Portfolios with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

 

ARTICLE 9

LIMITATION OF SHAREHOLDER LIABILITY

 

9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

 

ARTICLE 10

ASSIGNMENT

 

10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

 

8


10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

 

10.03 The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with any entity which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 as amended (“Section 17A(c)(1)”); provided, however, that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

 

ARTICLE 11

AMENDMENT

 

11.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Fund.

 

ARTICLE 12

TEXAS LAW TO APPLY

 

12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Texas.

 

ARTICLE 13

MERGER OF AGREEMENT

 

13.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

 

ARTICLE 14

COUNTERPARTS

 

14.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

9


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

AIM SECTOR FUNDS

By:

 

/s/ Robert H. Graham

   

President

 

ATTEST:

/s/ Jim Coppedge

Assistant Secretary

 

AIM INVESTMENT SERVICES, INC.

By:

 

/s/ Illegible

   

President

 

ATTEST:

/s/ Jim Coppedge

Assistant Secretary

 

10


SCHEDULE A

 

1. Retail Share Classes

 

Open Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts holding Class A, A3, B, C, K, R, AIM Cash Reserve and Investor Class Shares and AIM Summit Fund Shares that are open during any monthly period at a rate of $17.08, whether such account is serviced directly by the Transfer Agent or by a third party pursuant to an omnibus account service, sub-accounting, or networking agreement, as provided in Section 2.04 of the Agreement.

 

Closed Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts which previously held Class A, A3, B, C, K, R, AIM Cash Reserve and Investor Class Shares and AIM Summit Fund Shares that were closed during any monthly period at a rate of $0.70, to be paid for twelve months following the date on which an account was closed, whether such account is serviced directly by the Transfer Agent or by a third party pursuant to an omnibus account service, sub-accounting, or networking agreement, as provided in Section 2.04 of the Agreement.

 

Determining Number of Billable Accounts. To the extent a third party servicing accounts through a sub-transfer agency, omnibus account service, sub-accounting, or networking agreement is unable to provide the number of accounts being serviced (a “non-reporting service provider”), the Transfer Agent may estimate the number of open accounts being serviced by the non-reporting service provider by applying the average size of an account being serviced by the Transfer Agent and all third parties who are able to report the number of accounts being serviced (the “reporting service providers”) to the total assets invested in a given Portfolio through the accounts maintained by such non-reporting service provider. The Transfer Agent may then estimate the number of closed accounts being serviced by the non-reporting service provider by applying the ratio of closed accounts to open accounts being serviced by the Transfer Agent and all reporting service providers to the estimated number of open accounts being serviced by the non-reporting service provider.

 

Billing of Fees. Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts.

 

2. Institutional Share Classes

 

Accounts Serviced by the Transfer Agent. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the Institutional Class Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears.

 

Accounts Serviced by Third Parties. The Fund agrees to reimburse the Transfer Agent for fees paid by the Transfer Agent to third parties who service accounts invested in Institutional Class Shares of a Portfolio pursuant to a sub-transfer agency, omnibus account service, sub-accounting, or networking agreements, as provided in Section 2.04 of the Agreement.

 

11


Cap on Transfer Agency Fees and Expenses. The Transfer Agent agrees to waive the right to collect any fee or reimbursement to which it is entitled hereunder to the extent that collecting such fee or reimbursement would cause the fees and expenses incurred hereunder by the Institutional Class Shares of any given Portfolio to exceed 0.10% of the average net assets attributable to such Class of such Portfolio.

 

3. Investment Credits

 

The total fees due to the Transfer Agent from all funds affiliated with the Fund shall be reduced by an amount equal to the investment income earned by the Transfer Agent, if any, on the balances of the disbursement accounts for those funds. Such credits shall first be allocated to the Institutional Class, if any, of a Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding all Classes of shares in the Portfolio. The Portfolio’s remaining fiscal year-to-date credits shall be allocated among accounts holding Class A, A3, B, C, K, R, AIM Cash Reserve and Investor Class Shares and AIM Summit Fund Shares, as applicable, on the basis of fiscal year-to-date average net assets.

 

4. Out-of-Pocket Expenses

 

The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses relating to the procurement of the following goods and services, as they relate to the performance of the Transfer Agent’s obligations set forth in Article I of the Agreement, including, but not limited to:

 

  Remote access, license and usage charges paid by the Transfer Agent for use of shareholder record keeping and related systems provided by DST Systems, Inc., and used by the Transfer Agent to service Shareholder accounts, including but not limited to:

 

  TA2000 ® , the record keeping system on which records related to most Shareholder accounts will be maintained;

 

  TRAC2000 ® , the record keeping system on which records related to Shareholder accounts held by and through employer-sponsored retirement plans are maintained;

 

  Automated Work Distributor TM , a document imaging, storage and distribution system;

 

  Financial Access Network, a computer system and related software applications which will provide the necessary interfaces to allow customers to access account information residing on the TA2000 and TRAC2000 systems through aiminvestments.com; and

 

  PowerSelect TM , a reporting database that AFS can query to produce reports derived from Shareholder account data residing on the TA2000 and TRAC2000 systems.

 

  Client specific system enhancements.

 

  Computer terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines.

 

  Magnetic media tapes and related freight.

 

  Microfiche, microfilm and electronic image scanning equipment, production and storage costs.

 

  Telephone and telecommunication costs, including all lease, maintenance and line costs.

 

12


  Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors.

 

  Duplicating services.

 

  Courier services.

 

  Ad hoc reports.

 

  Programming costs, system access and usage fees, electronic presentment service fees, data and document delivery fees, and other related fees and costs paid by the Transfer Agent to Fiserv Solutions, Inc., which relate to the printing and delivery of the following documents to Shareholders and to each Shareholder’s broker of record:

 

  Investment confirmations;

 

  Periodic account statements;

 

  Tax forms; and

 

  Redemption checks.

 

  Printing costs, including, without limitation, the costs associated with printing certificates, envelopes, checks, stationery, confirmations and statements.

 

  Postage (bulk, pre-sort, ZIP+4, bar coding, first class).

 

  Shipping, certified and overnight mail and insurance.

 

  Certificate insurance.

 

  Banking charges, including without limitation, incoming and outgoing wire charges.

 

  Check writing fees.

 

  Federal Reserve charges for check clearance.

 

  Rendering fees.

 

  Third party audit reviews.

 

  Due diligence mailings.

 

  Shareholder information and education mailings, including, but not limited to, periodic shareholder newsletters and tax guides.

 

  Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities.

 

The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement.

 

Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first be allocated among the series portfolios of the AIM Funds and the INVESCO Funds based upon the number of open accounts holding shares in such portfolios. Such out-of-pocket expenses that have been allocated to a Portfolio shall be further allocated to the Institutional Class, if any, of such Portfolio based upon the number of accounts holding shares of such Class relative to the total number of

 

13


accounts holding shares of all Classes in the Portfolio. The remaining amount of the Portfolio’s fiscal year-to-date out-of-pocket expenses shall be further allocated among accounts holding Class A, A3, B, C, K, R, AIM Cash Reserve and Investor Class Shares and AIM Summit Fund Shares, as applicable, on the basis of fiscal year-to-date average net assets.

 

5. Definitions

 

As used in this Fee Schedule, “AIM Funds” shall mean all investment companies and their series portfolios, if any, comprising, from time to time, the AIM Family of Funds ® , and “INVESCO Funds” shall mean all investment companies and their series portfolios, if any, whose shares are exchangeable for shares of the same class of the AIM Funds.

 

14

MASTER ADMINISTRATIVE SERVICES AGREEMENT

 

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 25 th day of November, 2003 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and the registered investment companies specified in Appendix A (each individually referred to as “Trust”), each a Delaware statutory trust, with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

 

W I T N E S S E T H:

 

WHEREAS, each Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS, the Trust, on behalf of the Portfolios, has retained the Administrator to perform (or arrange for the performance of) accounting, shareholder servicing and other administrative services as well as investment advisory services to the Portfolios, and that the Administrator may receive reasonable compensation or may be reimbursed for its costs in providing such additional services, upon the request of the Board of Trustees and upon a finding by the Board of Trustees that the provision of such services is in the best interest of the Portfolios and their shareholders; and

 

WHEREAS, the Board of Trustees has found that the provision of such administrative services is in the best interest of the Portfolios and their shareholders, and has requested that the Administrator perform such services;

 

NOW, THEREFORE, the parties hereby agree as follows:

 

1. The Administrator hereby agrees to provide, or arrange for the provision of, any or all of the following services by the Administrator or its affiliates:

 

(a) the services of a principal financial officer of the Trust (including related office space, facilities and equipment) whose normal duties consist of maintaining the financial accounts and books and records of the Trust and the Portfolios, including the review of daily net asset value calculations and the preparation of tax returns; and the services (including related office space, facilities and equipment) of any of the personnel operating under the direction of such principal financial officer;

 

(b) supervising the operations of the custodian(s), transfer agent(s) or dividend agent(s) for the Portfolios; or otherwise providing services to shareholders of the Portfolios; and

 

(c) such other administrative services as may be furnished from time to time by the Administrator to the Trust or the Portfolios at the request of the Trust’s Board of Trustees.

 

2. The services provided hereunder shall at all times be subject to the direction and supervision of the Trust’s Board of Trustees.

 

3. As full compensation for the services performed and the facilities furnished by or at the direction of the Administrator, the Trust shall pay the Administrator in accordance with the Fee Schedule as set forth in Appendix B attached hereto.

 

1


4. The Administrator shall not be liable for any error of judgment or for any loss suffered by the Trust or the Portfolios in connection with any matter to which this Agreement relates, except a loss resulting from the Administrator’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

 

5. The Trust and the Administrator each hereby represent and warrant, but only as to themselves, that each has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that this Agreement is legal, valid and binding, and enforceable in accordance with its terms.

 

6. Nothing in this Agreement shall limit or restrict the rights of any director, officer or employee of the Administrator who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

 

7. This Agreement shall become effective with respect to a Portfolio on the Effective Date for such Portfolio, as set forth in Appendix A attached hereto. This Agreement shall continue in effect until June 30, 2004, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

 

(a) (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of such Portfolio (as defined in Section 2(a)(42) of the 1940 Act); and

 

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

 

This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a) (4) of the 1940 Act).

 

8. This Agreement may be amended or modified with respect to one or more Portfolios, but only by a written instrument signed by both the Trust and the Administrator.

 

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

 

11. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (a) to the Administrator at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel, or (b) to the Trust at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel.

 

2


12. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

 

13. This Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas.

 

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

 

        A I M ADVISORS, INC.

Attest:

 

/s/ John H. Lively

     

By:

 

/s/ Mark H. Williamson

   

Assistant Secretary

         

Mark H. Williamson, President

(SEAL)  

/s/ John H. Lively

           

 

        TRUST (Listed on Appendix A)

Attest:

 

/s/ John H. Lively

     

By:

 

/s/ Mark H. Williamson

   

Assistant Secretary

         

Mark H. Williamson,

(SEAL)

 

/s/ John H. Lively

         

Executive Vice President

 

3


APPENDIX A

 

MASTER ADMINISTRATIVE SERVICES AGREEMENT

 

Trust


  

Portfolios


  

Effective Date of Agreement


AIM Combination Stock & Bond Funds

   November 25, 2003
    

INVESCO Core Equity Fund

    
    

INVESCO Total Return Fund

    

AIM Counselor Series Trust

   November 25, 2003
    

INVESCO Advantage Health Sciences Fund

    
    

INVESCO Multi-Sector Fund

    

AIM Sector Funds

   November 25, 2003
    

INVESCO Energy Fund

    
    

INVESCO Financial Services Fund

    
    

INVESCO Gold & Precious Metals Fund

    
    

INVESCO Health Sciences Fund

    
    

INVESCO Leisure Fund

    
    

INVESCO Technology Fund

    
    

INVESCO Utilities Fund

    

AIM Stock Funds

   November 25, 2003
    

INVESCO Dynamics Fund

    
    

INVESCO Mid-Cap Growth Fund

    
    

INVESCO Small Company Growth Fund

    
    

INVESCO S&P 500 Index Fund

    

AIM Treasurer’s Series Trust

   November 25, 2003
    

INVESCO Treasurer’s Money Market Reserve Fund

    
    

INVESCO Treasurer’s Tax-Exempt Reserve Fund

    
    

INVESCO Stable Value Fund

    
    

INVESCO U.S. Government Money Fund

    

 

4


APPENDIX B

 

FEE SCHEDULE TO

MASTER ADMINISTRATIVE SERVICES AGREEMENT

 

AIM COMBINATION STOCK & BOND FUNDS

AIM COUNSELOR SERIES TRUST

AIM SECTOR FUNDS

AIM STOCK FUNDS

AIM TREASURER’S SERIES TRUST

 

With the exception of INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund, Portfolios of AIM Treasurer’s Series Trust, for the services rendered, facilities furnished, and expenses assumed by Administrator under this Agreement, each Trust shall pay to Administrator a $10,000 per year per Portfolio base fee, plus an additional fee, computed on a daily basis and paid on a monthly basis. For purposes of each daily calculation of this additional fee, the most recently determined net asset value of each Portfolio, as determined by a valuation made in accordance with each Trust’s procedure for calculating each Portfolio’s net asset value as described in each of the Portfolios respective Prospectus and/or Statement of Additional Information, shall be used. The additional fee to Administrator under this Agreement shall be computed at the annual rate of 0.045% of each Portfolio’s daily net assets as so determined. During any period when the determination of a Portfolio’s net asset value is suspended by the Trustees, the net asset value of that Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph, be deemed to be the net asset value at the close of each succeeding business day until the applicable Portfolio’s daily net assets are again determined.

 

Notwithstanding the foregoing paragraphs, Administrator, pursuant to the terms of an investment advisory agreement with AIM Treasurer’s Series Trust dated November 25, 2003, will not charge INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund, Portfolios of AIM Treasurer’s Series Trust, any fees under this Administrative Services Agreement. However, this commitment may be changed following consultation with the Trustees.

 

5

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

 

This AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of July, 2004 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and AIM SECTOR FUNDS, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

 

W I T N E S S E T H:

 

WHEREAS, the Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS, the Trust, on behalf of the Portfolios, has retained the Administrator to perform (or arrange for the performance of) accounting, shareholder servicing and other administrative services as well as investment advisory services to the Portfolios, and that the Administrator may receive reasonable compensation or may be reimbursed for its costs in providing such additional services, upon the request of the Board of Trustees and upon a finding by the Board of Trustees that the provision of such services is in the best interest of the Portfolios and their shareholders; and

 

WHEREAS, the Board of Trustees has found that the provision of such administrative services is in the best interest of the Portfolios and their shareholders, and has requested that the Administrator perform such services;

 

NOW, THEREFORE, the parties hereby agree as follows:

 

1. The Administrator hereby agrees to provide, or arrange for the provision of, any or all of the following services by the Administrator or its affiliates:

 

(a) the services of a principal financial officer of the Trust (including related office space, facilities and equipment) whose normal duties consist of maintaining the financial accounts and books and records of the Trust and the Portfolios, including the review of daily net asset value calculations and the preparation of tax returns; and the services (including related office space, facilities and equipment) of any of the personnel operating under the direction of such principal financial officer;

 

(b) supervising the operations of the custodian(s), transfer agent(s) or dividend agent(s) for the Portfolios; or otherwise providing services to shareholders of the Portfolios; and

 

(c) such other administrative services as may be furnished from time to time by the Administrator to the Trust or the Portfolios at the request of the Trust’s Board of Trustees.

 

2. The services provided hereunder shall at all times be subject to the direction and supervision of the Trust’s Board of Trustees.

 

3. As full compensation for the services performed and the facilities furnished by or at the direction of the Administrator, the Trust, on behalf of the Portfolios, shall pay the Administrator in accordance with the Fee Schedule as set forth in Appendix A attached hereto. Such amounts shall be paid to the Administrator on a monthly basis.

 

1


4. The Administrator shall not be liable for any error of judgment or for any loss suffered by the Trust or the Portfolios in connection with any matter to which this Agreement relates, except a loss resulting from the Administrator’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

 

5. The Trust and the Administrator each hereby represent and warrant, but only as to themselves, that each has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that this Agreement is legal, valid and binding, and enforceable in accordance with its terms.

 

6. Nothing in this Agreement shall limit or restrict the rights of any director, officer or employee of the Administrator who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

 

7. This Agreement shall become effective with respect to a Portfolio on the Effective Date for such Portfolio, as set forth in Appendix A attached hereto. This Agreement shall continue in effect until June 30, 2005, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

 

(a) (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of such Portfolio (as defined in Section 2(a)(42) of the 1940 Act); and

 

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

 

This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a) (4) of the 1940 Act).

 

8. This Agreement may be amended or modified with respect to one or more Portfolios, but only by a written instrument signed by both the Trust and the Administrator.

 

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

 

10. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (a) to the Administrator at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel, or (b) to the Trust at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel.

 

11. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

 

2


12. This Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas.

 

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

 

        A I M ADVISORS, INC.
Attest:   /s/ Lisa A. Moss       By:   /s/ Mark H. Williamson
   

Assistant Secretary

         

Mark H. Williamson

President

 

(SEAL)

 

        AIM SECTOR FUNDS
Attest:   /s/ Lisa A. Moss       By:   /s/ Robert H. Graham
   

Assistant Secretary

         

Robert H. Graham

President

 

(SEAL)

 

3


APPENDIX A

 

FEE SCHEDULE TO

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

OF

AIM SECTOR FUNDS

 

Portfolios


  

Effective Date of Agreement


INVESCO Energy Fund

   July 1, 2004

INVESCO Financial Services Fund

   July 1, 2004

INVESCO Gold & Precious Metals Fund

   July 1, 2004

INVESCO Health Sciences Fund

   July 1, 2004

INVESCO Leisure Fund

   July 1, 2004

INVESCO Technology Fund

   July 1, 2004

INVESCO Utilities Fund

   July 1, 2004

 

The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

 

Rate*


  

Net Assets


0.023%

   First $1.5 billion

0.013%

   Next $1.5 billion

0.003%

   Over $3 billion

 

*Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.

 

4

MEMORANDUM OF AGREEMENT

 

This Memorandum of Agreement is entered into as of the date indicated on Exhibit “A” between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Sector Funds, AIM Stock Funds and AIM Treasurer’s Series Trust (each a “Fund” and, collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and A I M Advisors, Inc. (“AIM”).

 

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Funds and AIM agree as follows:

 

  1. Each Fund, for itself and its Portfolios, and AIM agree that until the expiration date, if any, of the commitment set forth on the attached Exhibit “A” occurs, as such Exhibit “A” is amended from time to time, AIM will not charge any administrative fee under each Portfolio’s advisory agreement in connection with securities lending activities.

 

  2. Neither a Fund nor AIM may remove or amend the fee waivers to a Fund’s detriment prior to requesting and receiving the approval of the Fund’s Board to remove or amend such fee waiver as described on the attached Exhibit “A”. AIM will not have any right to reimbursement of any amount so waived.

 

Unless a Fund, by vote of its Board of Trustees, or AIM terminates the fee waiver, or a Fund and AIM are unable to reach an agreement on the amount of the fee waiver to which the Fund and AIM desire to be bound, the fee waiver will continue indefinitely with respect to such Fund. Exhibit “A” will be amended to reflect the new date through which a Fund and AIM agree to be bound.

 

Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or AIM with respect to any other fee waivers, expense reimbursements and/or expense limitations.

 

IN WITNESS WHEREOF, each Fund, on behalf of itself and its Portfolios listed in Exhibit “A” to this Memorandum of Agreement, and AIM have entered into this Memorandum of Agreement as of the date written above.

 


AIM COMBINATION STOCK & BOND FUNDS

AIM COUNSELOR SERIES TRUST

AIM SECTOR FUNDS

AIM STOCK FUNDS

AIM TREASURER’S SERIES TRUST

By:

 

/s/ Robert H. Graham

Title:

 

President

 

A I M ADVISORS, INC.

By:  

/s/ Mark H. Williamson

Title:

 

President

 


EXHIBIT “A”

 

AIM COMBINATION STOCK & BOND

FUNDS

 

PORTFOLIO


   EFFECTIVE DATE

   COMMITTED UNTIL*

INVESCO Core Equity Fund

   November 25 2003     

INVESCO Total Return Fund

   November 25, 2003     
     AIM COUNSELOR SERIES TRUST     

PORTFOLIO


   EFFECTIVE DATE

   COMMITTED UNTIL*

INVESCO Advantage Health Sciences Fund

   November 25, 2003     

INVESCO Multi-Sector Fund

   November 25, 2003     
     AIM SECTOR FUNDS     

PORTFOLIO


   EFFECTIVE DATE

   COMMITTED UNTIL*

INVESCO Energy Fund

   November 25, 2003     

INVESCO Financial Services Fund

   November 25, 2003     

INVESCO Gold & Precious Metals Fund

   November 25, 2003     

INVESCO Health Sciences Fund

   November 25, 2003     

INVESCO Leisure Fund

   November 25, 2003     

INVESCO Technology Fund

   November 25, 2003     

INVESCO Utilities Fund

   November 25, 2003     
     AIM STOCK FUNDS     

PORTFOLIO


   EFFECTIVE DATE

   COMMITTED UNTIL*

INVESCO Dynamics Fund

   November 25, 2003     

INVESCO Mid-Cap Growth Fund

   November 25, 2003     

INVESCO S&P 500 Index Fund

   November 25, 2003     

INVESCO Small Company Growth Fund

   November 25, 2003     
     AIM TREASURER’S SERIES TRUST     

PORTFOLIO


   EFFECTIVE DATE

   COMMITTED UNTIL*

INVESCO Treasurer’s Money Market Reserve Fund

   November 25, 2003     

INVESCO Treasurer’s Tax-Exempt Reserve Fund

   November 25, 2003     

INVESCO U.S. Government Money Fund

   November 25, 2003     

INVESCO Stable Value Fund

   November 25, 2003     

 

* Committed until the Fund or AIM requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio.

 

MEMORANDUM OF AGREEMENT

 

This Memorandum of Agreement is entered into as of this 1st day of April, 2004, between AIM Sector Funds (the “Trust”), on behalf of the funds listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and A I M Advisors, Inc. (“AIM”).

 

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and AIM agree as follows:

 

The Trust and AIM agree until the date set forth on the attached Exhibit “A” that AIM will waive its fees or reimburse expenses to the extent that expenses (excluding interest, taxes, dividends on short sales, fund merger and reorganization expenses, extraordinary items, including other items designated as such by the Board of Trustees, and increases in expenses due to expense offset arrangements, if any) of a class of a Fund exceed the rate, on an annualized basis, set forth on Exhibit “A” of the average daily net assets allocable to such class. The Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the date set forth on Exhibit “A” only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed.

 

The Trust and AIM agree to review the then-current waivers or expense limitations for each class of each Fund listed on Exhibit “A” on a date prior to the date listed on that Exhibit to determine whether such waivers or limitations should be amended, continued or terminated. Unless the Trust, by vote of its Board of Trustees, or AIM terminates the waivers or limitations, or the Trust and AIM are unable to reach an agreement on the amount of the waivers or limitations to which the Trust and AIM desire to be bound, the waivers or limitations will continue for additional one-year terms at the rate to which the Trust and AIM mutually agree. Exhibit “A” will be amended to reflect that rate and the new date through which the Trust and AIM agree to be bound.

 

It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall only bind the assets and property of the Funds, as provided in the Trust’s Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in the Trust’s Agreement and Declaration of Trust.

 

IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum of Agreement as of the date first above written.

 

AIM Sector Funds,

on behalf of each Fund listed in Exhibit “A”

to this Memorandum of Agreement

By:

 

Robert H. Graham

Title:

 

President

 

A I M Advisors, Inc.

By:

 

Mark H. Williamson

Title:

 

President

 


EXHIBIT “A”

 

AIM SECTOR FUNDS

 

FUND


   EXPENSE LIMITATION

    COMMITTED UNTIL

INVESCO Energy Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Class K

   2.10 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

INVESCO Financial Services Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Class K

   2.10 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

INVESCO Gold & Precious Metals Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

INVESCO Health Sciences Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Class K

   2.10 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

INVESCO Leisure Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Class K

   2.10 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

 

2


FUND


   EXPENSE LIMITATION

    COMMITTED UNTIL

INVESCO Technology Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Class K

   2.10 %*   March 31, 2005

Investor Class

   1.90 %*   March 31, 2005

INVESCO Utilities Fund

          

Class A

   2.00 %   March 31, 2005

Class B

   2.65 %   March 31, 2005

Class C

   2.65 %   March 31, 2005

Investor Class

   1.90 %   March 31, 2005

 

* Due to previously established arrangements, A I M Advisors, Inc. has committed through November 23, 2004 to limit the expenses of Class K and Investor Class shares to 1.95% and 1.77%, respectively. The expense limitations noted above for Class K and Investor Class shares will commence effective November 24, 2004.

 

3

CONSENT OF COUNSEL

 

AIM Sector Funds

 

We hereby consent to the use of our name and to the reference to our firm under the caption “Other Service Providers – Legal Counsel” in the Statement of Additional Information for (i) the retail classes of INVESCO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold & Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund, INVESCO Technology Fund and INVESCO Utilities Fund, and (ii) the institutional class of INVESCO Technology Fund which is included in Post-Effective Amendment No. 42 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-85905), and Amendment No. 42 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-3826), on Form N-1A of AIM Sector Funds.

 

/s/ Ballard Spahr Andrews & Ingersoll, LLP

Ballard Spahr Andrews & Ingersoll, LLP

 

Philadelphia, Pennsylvania

July 23, 2004

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated May 21, 2004, relating to the financial statements and financial highlights which appear in the March 31, 2004 Annual Report to Shareholders of INVECO Energy Fund, INVESCO Financial Services Fund, INVESCO Gold & Precious Metals Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund, INVESCO Technology Fund and INVESCO Utilities Fund (the seven funds constituting AIM Sector Funds, formerly known as INVESCO Sector Funds, Inc.), each of which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights” and “Other Service Providers” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 

Houston, Texas

July 27, 2004

AMENDMENT NO. 3

TO THE AMENDED AND RESTATED

MASTER PLAN AND AGREEMENT OF DISTRIBUTION

 

(Investor Class Shares)

 

The Amended and Restated Master Plan and Agreement of Distribution (Investor Class Shares) (the “Plan”), dated as of July 1, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 20, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“Schedule A

 

to the Amended and Restated

 

Master Plan and Agreement of Distribution Pursuant to Rule 12b-1

 

(Investor Class)

 

Registered Investment Company


  

Funds


AIM Bond Funds, Inc.

INVESCO Tax-Free Bond Fund

INVESCO U.S. Government Securities Fund

 

AIM Combination Stock & Bond Funds, Inc.

INVESCO Core Equity Fund

INVESCO Total Return Fund

 

AIM International Funds, Inc. II

INVESCO European Fund

INVESCO International Blue Chip Value Fund

 

AIM Sector Funds

INVESCO Energy Fund

INVESCO Financial Services Fund

INVESCO Gold & Precious Metals Fund

INVESCO Health Sciences Fund

INVESCO Leisure Fund

INVESCO Technology Fund

INVESCO Telecommunications Fund

INVESCO Utilities Fund

 

AIM Stock Funds, Inc.

INVESCO Dynamics Fund

INVESCO Mid-Cap Growth Fund

INVESCO Small Company Growth Fund

INVESCO S&P 500 Index Fund”

    

 


All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 20, 2003

 

AIM BOND FUNDS, INC.

AIM COMBINATION STOCK & BOND FUNDS, INC.

AIM INTERNATIONAL FUNDS, INC. II

AIM SECTOR FUNDS

AIM STOCK FUNDS, INC.

By:

 

/s/ Kevin M. Carome

Name:

 

Kevin M. Carome

Title:

 

Senior Vice President

 

ATTEST:

/s/ Ofelia M. Mayo

Name:

Title:

 

A I M DISTRIBUTORS, INC.

By:

 

/s/ Gene L. Needles

Name:

 

Gene L. Needles

Title:

 

President

 

ATTEST:

/s/ Ofelia M. Mayo

Name:

Title:

 

2

AMENDMENT NO. 4

TO THE AMENDED AND RESTATED

MASTER PLAN AND AGREEMENT OF DISTRIBUTION

 

(Investor Class Shares)

 

The Amended and Restated Master Plan and Agreement of Distribution (Investor Class Shares) (the “Plan”), dated as of July 1, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 24, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“Schedule A

 

to the Amended and Restated

 

Master Plan and Agreement of Distribution Pursuant to Rule 12b-1

 

(Investor Class)

 

Registered Investment Company


  

Funds


AIM Combination Stock & Bond Funds, Inc.

    

INVESCO Core Equity Fund

    

INVESCO Total Return Fund

    

AIM International Funds, Inc. II

    

INVESCO International Core Equity Fund

    

AIM Sector Funds

    

INVESCO Energy Fund

    

INVESCO Financial Services Fund

    

INVESCO Gold & Precious Metals Fund

    

INVESCO Health Sciences Fund

    

INVESCO Leisure Fund

    

INVESCO Technology Fund

    

INVESCO Utilities Fund

    

AIM Stock Funds, Inc.

    

INVESCO Dynamics Fund

    

INVESCO Mid-Cap Growth Fund

    

INVESCO Small Company Growth Fund

    

INVESCO S&P 500 Index Fund”

    

 


All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 24, 2003

 

AIM COMBINATION STOCK & BOND FUNDS, INC.

AIM INTERNATIONAL FUNDS, INC. II

AIM SECTOR FUNDS

AIM STOCK FUNDS, INC.

By:

 

/s/ Kevin M. Carome

Name:

 

Kevin M. Carome

Title:

 

Senior Vice President

 

ATTEST:

/s/ Ofelia M. Mayo

Name:

Title:

 

A I M DISTRIBUTORS, INC.

By:

 

Gene L. Needles

Name:

 

Gene L. Needles

Title:

 

President

 

ATTEST:

/s/ Ofelia M. Mayo

Name:

Title:

 

2

AMENDMENT NO. 5

TO THE AMENDED AND RESTATED

MASTER PLAN AND AGREEMENT OF DISTRIBUTION

(Investor Class Shares)

 

The Amended and Restated Master Plan and Agreement of Distribution (Investor Class Shares) (the “Plan”), dated as of July 1, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 25, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“Schedule A

 

to the Amended and Restated

 

Master Plan and Agreement of Distribution Pursuant to Rule 12b-1

 

(Investor Class)

 

Registered Investment Company


  

Funds


AIM Combination Stock & Bond Funds

    

INVESCO Core Equity Fund

    

INVESCO Total Return Fund

    

AIM International Mutual Funds

    

INVESCO International Core Equity Fund

    

AIM Sector Funds

    

INVESCO Energy Fund

    

INVESCO Financial Services Fund

    

INVESCO Gold & Precious Metals Fund

    

INVESCO Health Sciences Fund

    

INVESCO Leisure Fund

    

INVESCO Technology Fund

    

INVESCO Utilities Fund

    

AIM Stock Funds

    

INVESCO Dynamics Fund

    

INVESCO Mid-Cap Growth Fund

    

INVESCO Small Company Growth Fund

    

INVESCO S&P 500 Index Fund”

    

 


All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 25, 2003

 

AIM COMBINATION STOCK & BOND FUNDS

AIM INTERNATIONAL MUTUAL FUNDS

AIM SECTOR FUNDS

AIM STOCK FUNDS

By:

 

/s/ Kevin M. Carome

Name:

 

Kevin M. Carome

Title:

 

Senior Vice President

 

ATTEST:

 

 

/s/ Ofelia M. Mayo

Name:

Title:

 

A I M DISTRIBUTORS, INC.

By:

 

/s/ Gene L. Needles

Name:

 

Gene L. Needles

Title:

 

President

 

ATTEST:

 

 

/s/ Ofelia M. Mayo

Name:

Title:

 

2

AMENDED AND RESTATED

 

MASTER DISTRIBUTION PLAN

 

(INVESTOR CLASS SHARES)

 

(Effective July 1, 2004)

 

SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth in Schedule A to this plan (each, a “Portfolio”), may act as a distributor of the Investor Class Shares of such Portfolio (the “Shares”) of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the “1940 Act”), according to the terms of this Amended and Restated Master Distribution Plan (the “Plan”).

 

SECTION 2. Each Fund, on behalf of a Portfolio, is hereby authorized to expend, out of its assets, on a monthly basis, and shall reimburse A I M Distributors, Inc. (“Distributors”) to such extent, for Distributors’ actual direct expenditures incurred over a rolling twelve-month period (or the rolling twenty-four month period specified below) in engaging in the activities and providing the services specified in Sections 3 and 4 below, an amount computed at an annual rate of 0.25% of the average daily net assets of such Portfolio during the month. Distributors shall not be entitled hereunder to reimbursement for overhead expenses (overhead expenses defined as customary overhead not including the costs of Distributors’ personnel whose primary responsibilities involve marketing of the Funds). Payments by a Fund on behalf of a Portfolio hereunder, for any month, may be made only with respect to: (a) expenditures incurred by Distributors during the rolling twelve-month period in which that month falls, or (b) to the extent permitted by applicable law, for any month during the first twenty-four months following a Portfolio’s commencement of operations, expenditures incurred by Distributors during the rolling twenty-four month period in which that month falls, and any expenditures incurred in excess of the limitations described above are not reimbursable. No Fund on behalf of a Portfolio shall be authorized to expend, for any month, a greater amount out of its assets to reimburse Distributors for expenditures incurred during the rolling twenty-four month period referred to above than it would otherwise be authorized to expend out of its assets to reimburse Distributors for expenditures incurred during the rolling twelve-month period referred to above.

 

Expenses incurred pursuant to this Plan shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. (“NASD”).

 

SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan.

 

The Fund has selected Distributors to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties.

 


The specific activities and services to be provided by Distributors hereunder shall include one or more of the following: (a) the payment of compensation (including trail commissions and incentive compensation) to securities dealers, financial institutions and other organizations, which may include Distributors-affiliated companies, that render distribution and administrative services in connection with the distribution of the Fund’s Investor Class Shares; (b) the printing and distribution of reports and prospectuses for the use of potential investors in the Fund; (c) the preparing and distributing of sales literature; (d) the providing of advertising and engaging in other promotional activities, including direct mail solicitation, and television, radio, newspaper and other media advertisements; and (e) the providing of such other services and activities as may from time to time be agreed upon by the Fund.

 

SECTION 4. The Fund, on behalf of a Portfolio, may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class Shares of such Portfolio. Personal continuing shareholder services may include, but shall not be limited to, the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request.

 

Distributors may implement these arrangements either directly or through third parties.

 

SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one-hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services.

 

No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares.

 

SECTION 6. Distributors shall provide to the Fund’s Board of Trustees (“Board of Trustees”) and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

 

SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those trustees (“Trustees”) of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Dis-interested Trustees”), cast in person at a meeting called for the purpose of voting on this Plan or such agreement.

 


SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Shares of such Portfolio.

 

SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2005 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7.

 

SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date.

 

SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide:

 

(a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 

(b) that such agreement shall terminate automatically in the event of its assignment.

 


SCHEDULE A

TO

MASTER DISTRIBUTION PLAN

(INVESTOR CLASS SHARES)

 

AIM COMBINATION STOCK & BOND FUNDS

 

Portfolio – Investor Class Shares

 

INVESCO Core Equity Fund

INVESCO Total Return Fund

 

AIM EQUITY FUNDS

 

Portfolio – Investor Class Shares

 

AIM Large Cap Growth Fund

 

AIM INTERNATIONAL MUTUAL FUNDS

 

Portfolio – Investor Class Shares

 

AIM European Growth Fund

 

AIM INVESTMENT SECURITIES FUNDS

 

Portfolio – Investor Class Shares

 

AIM High Yield Fund

AIM Income Fund

AIM Intermediate Government Fund

AIM Municipal Bond Fund

AIM Real Estate Fund

 

AIM SECTOR FUNDS

 

Portfolio – Investor Class Shares

 

INVESCO Technology Fund

 

AIM STOCK FUNDS

 

Portfolio - Investor Class Shares

 

INVESCO Dynamics Fund

INVESCO Small Company Growth Fund

 

AMENDED AND RESTATED

 

MASTER DISTRIBUTION PLAN

 

(INVESTOR CLASS SHARES)

 

(Effective July 1, 2004)

 

SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth in Schedule A to this plan (each, a “Portfolio”), may act as a distributor of the Investor Class Shares of such Portfolio (the “Shares”) of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the “1940 Act”), according to the terms of this Amended and Restated Master Distribution Plan (the “Plan”).

 

SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under “Maximum Aggregate Fee” of the average daily net assets of the Portfolio attributable to the Shares.

 

Expenses incurred pursuant to this Plan shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. (“NASD”).

 

SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan.

 

The Fund has selected A I M Distributors, Inc. (“Distributors”) to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties.

 

The specific activities and services to be provided by Distributors hereunder shall include one or more of the following: (a) the payment of compensation (including trail commissions and incentive compensation) to securities dealers, financial institutions and other organizations, which may include Distributors-affiliated companies, that render distribution and administrative services in connection with the distribution of the Fund’s Investor Class Shares; (b) the printing and distribution of reports and prospectuses for the use of potential investors in the Fund; (c) the preparing and distributing of sales literature; (d) the providing of advertising and engaging in other promotional activities, including direct mail solicitation, and television, radio, newspaper and other media advertisements; and (e) the providing of such other services and activities as may from time to time be agreed upon by the Fund.

 

SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of

 


Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request.

 

Distributors may implement these arrangements either directly or through third parties.

 

SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one-hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services.

 

No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares.

 

SECTION 6. Distributors shall provide to the Fund’s Board of Trustees (“Board of Trustees”) and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

 

SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those trustees (“Trustees”) of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Dis-interested Trustees”), cast in person at a meeting called for the purpose of voting on this Plan or such agreement.

 

SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Shares of such Portfolio.

 

SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2005 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7.

 

SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date.

 

2


SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide:

 

(a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 

(b) that such agreement shall terminate automatically in the event of its assignment.

 

3


SCHEDULE A

TO

MASTER DISTRIBUTION PLAN

(INVESTOR CLASS SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Investor Class Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Investor Class Shares of each Portfolio to the average daily net assets of the Investor Class Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Investor Class Shares of the Portfolio.

 

 

 

AIM EQUITY FUNDS


  

Minimum
Asset
Based

Sales

Charge


   

Maximum
Service

Fee


   

Maximum
Aggregate

Fee


 
      

Portfolio – Investor Class Shares

                  

AIM Blue Chip Fund

   0.00 %   0.25 %   0.25 %

AIM Large Cap Basic Value Fund

   0.00 %   0.25 %   0.25 %

AIM INTERNATIONAL MUTUAL FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Investor Class Shares

                  

INVESCO International Core Equity Fund

   0.00 %   0.25 %   0.25 %

AIM SECTOR FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Investor Class Shares

                  

INVESCO Energy Fund

   0.00 %   0.25 %   0.25 %

INVESCO Financial Services Fund

   0.00 %   0.25 %   0.25 %

INVESCO Gold & Precious Metals Fund

   0.00 %   0.25 %   0.25 %

INVESCO Health Sciences Fund

   0.00 %   0.25 %   0.25 %

INVESCO Leisure Fund

   0.00 %   0.25 %   0.25 %

INVESCO Utilities Fund

   0.00 %   0.25 %   0.25 %

AIM STOCK FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio – Investor Class Shares

                  

INVESCO Mid-Cap Growth Fund

   0.00 %   0.25 %   0.25 %

INVESCO S&P 500 Index Fund

   0.00 %   0.25 %   0.25 %

 

AMENDMENT NO. 3
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 20, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                         MINIMUM
                                          ASSET
AIM ADVISOR FUNDS                         BASED    MAXIMUM   MAXIMUM
-----------------                         SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM International Core Equity Fund        0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM EQUITY FUNDS                          BASED    MAXIMUM   MAXIMUM
----------------                          SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Aggressive Growth Fund                0.00%     0.25%     0.25%
AIM Basic Value II Fund                   0.10%     0.25%     0.35%
AIM Blue Chip Fund                        0.10%     0.25%     0.35%
AIM Capital Development Fund              0.10%     0.25%     0.35%
AIM Charter Fund                          0.05%     0.25%     0.30%
AIM Constellation Fund                    0.05%     0.25%     0.30%
AIM Core Strategies Fund                  0.10%     0.25%     0.35%
AIM Dent Demographic Trends Fund          0.10%     0.25%     0.35%
AIM Diversified Dividend Fund             0.10%     0.25%     0.35%
AIM Emerging Growth Fund                  0.10%     0.25%     0.35%
AIM Large Cap Basic Value Fund            0.10%     0.25%     0.35%
AIM Large Cap Growth Fund                 0.10%     0.25%     0.35%
AIM Mid Cap Growth Fund                   0.10%     0.25%     0.35%
AIM U.S. Growth Fund                      0.10%     0.25%     0.35%
AIM Weingarten Fund                       0.05%     0.25%     0.30%

                                         MINIMUM
                                          ASSET
AIM FUNDS GROUP                           BASED    MAXIMUM   MAXIMUM
---------------                           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Balanced Fund                         0.00%     0.25%     0.25%
AIM Basic Balanced Fund                   0.10%     0.25%     0.35%
AIM European Small Company Fund           0.10%     0.25%     0.35%
AIM Global Utilities Fund                 0.00%     0.25%     0.25%
AIM Global Value Fund                     0.10%     0.25%     0.35%
AIM International Emerging Growth Fund    0.10%     0.25%     0.35%
AIM Mid Cap Basic Value Fund              0.10%     0.25%     0.35%
AIM New Technology Fund                   0.10%     0.25%     0.35%
AIM Premier Equity Fund                   0.00%     0.25%     0.25%
AIM Premier Equity II Fund                0.10%     0.25%     0.35%
AIM Select Equity Fund                    0.00%     0.25%     0.25%
AIM Small Cap Equity Fund                 0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM GROWTH SERIES                         BASED    MAXIMUM   MAXIMUM
-----------------                         SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Basic Value Fund                      0.10%     0.25%     0.35%
AIM Global Trends Fund                    0.25%     0.25%     0.50%
AIM Mid Cap Core Equity Fund              0.10%     0.25%     0.35%
AIM Small Cap Growth Fund                 0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM INTERNATIONAL FUNDS, INC.             BASED    MAXIMUM   MAXIMUM
-----------------------------             SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Asia Pacific Growth Fund              0.10%     0.25%     0.35%
AIM European Growth Fund                  0.10%     0.25%     0.35%
AIM Global Aggressive Growth Fund         0.25%     0.25%     0.50%
AIM Global Growth Fund                    0.25%     0.25%     0.50%
AIM International Growth Fund             0.05%     0.25%     0.30%

                                         MINIMUM
                                          ASSET
AIM INVESTMENT FUNDS                      BASED    MAXIMUM   MAXIMUM
--------------------                      SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Developing Markets Fund               0.25%     0.25%     0.50%
AIM Global Energy Fund                    0.25%     0.25%     0.50%
AIM Global Financial Services Fund        0.25%     0.25%     0.50%
AIM Global Health Care Fund               0.25%     0.25%     0.50%
AIM Global Science and Technology Fund    0.25%     0.25%     0.50%
AIM Libra Fund                            0.10%     0.25%     0.35%
AIM Trimark Endeavor Fund                 0.10%     0.25%     0.35%
AIM Trimark Fund                          0.10%     0.25%     0.35%
AIM Trimark Small Companies Fund          0.10%     0.25%     0.35%

2

                                         MINIMUM
                                          ASSET
AIM INVESTMENT SECURITIES FUNDS           BASED    MAXIMUM   MAXIMUM
-------------------------------           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM High Yield Fund                       0.00%     0.25%     0.25%
AIM Income Fund                           0.00%     0.25%     0.25%
AIM Intermediate Government Fund          0.00%     0.25%     0.25%
AIM Limited Maturity Treasury Fund        0.00%     0.15%     0.15%
AIM Municipal Bond Fund                   0.00%     0.25%     0.25%
AIM Real Estate Fund                      0.10%     0.25%     0.35%
AIM Total Return Bond Fund                0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM SECTOR FUNDS                          BASED    MAXIMUM   MAXIMUM
----------------                          SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
INVESCO Energy Fund                       0.10%     0.25%     0.35%
INVESCO Financial Services Fund           0.10%     0.25%     0.35%
INVESCO Gold & Precious Metals Fund       0.10%     0.25%     0.35%
INVESCO Health Sciences Fund              0.10%     0.25%     0.35%
INVESCO Leisure Fund                      0.10%     0.25%     0.35%
INVESCO Technology Fund                   0.10%     0.25%     0.35%
INVESCO Telecommunications Fund           0.10%     0.25%     0.35%
INVESCO Utilities Fund                    0.00%     0.25%     0.25%

                                         MINIMUM
                                          ASSET
AIM SPECIAL OPPORTUNITIES FUNDS           BASED    MAXIMUM   MAXIMUM
-------------------------------           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Opportunities I Fund                  0.10%     0.25%     0.35%
AIM Opportunities II Fund                 0.10%     0.25%     0.35%
AIM Opportunities III Fund                0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM TAX-EXEMPT FUNDS                      BASED    MAXIMUM   MAXIMUM
--------------------                      SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM High Income Municipal Fund            0.00%     0.25%     0.25%
AIM Tax-Exempt Cash Fund                  0.00%     0.25%     0.25%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

3

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 20, 2003

4

AMENDMENT NO. 4
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 24, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                   MINIMUM
                                    ASSET
AIM EQUITY FUNDS                    BASED    MAXIMUM    MAXIMUM
----------------                    SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES          CHARGE     FEE        FEE
                                   -------   -------   ---------
AIM Aggressive Growth Fund          0.00%     0.25%      0.25%
AIM Basic Value II Fund             0.10%     0.25%      0.35%
AIM Blue Chip Fund                  0.10%     0.25%      0.35%
AIM Capital Development Fund        0.10%     0.25%      0.35%
AIM Charter Fund                    0.05%     0.25%      0.30%
AIM Constellation Fund              0.05%     0.25%      0.30%
AIM Core Strategies Fund            0.10%     0.25%      0.35%
AIM Dent Demographic Trends Fund    0.10%     0.25%      0.35%
AIM Diversified Dividend Fund       0.10%     0.25%      0.35%
AIM Emerging Growth Fund            0.10%     0.25%      0.35%
AIM Large Cap Basic Value Fund      0.10%     0.25%      0.35%
AIM Large Cap Growth Fund           0.10%     0.25%      0.35%
AIM Mid Cap Growth Fund             0.10%     0.25%      0.35%
AIM U.S. Growth Fund                0.10%     0.25%      0.35%
AIM Weingarten Fund                 0.05%     0.25%      0.30%

                                         MINIMUM
                                          ASSET
AIM FUNDS GROUP                           BASED    MAXIMUM   MAXIMUM
---------------                           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Balanced Fund                         0.00%     0.25%     0.25%
AIM Basic Balanced Fund                   0.10%     0.25%     0.35%
AIM European Small Company Fund           0.10%     0.25%     0.35%
AIM Global Value Fund                     0.10%     0.25%     0.35%
AIM International Emerging Growth Fund    0.10%     0.25%     0.35%
AIM Mid Cap Basic Value Fund              0.10%     0.25%     0.35%
AIM Premier Equity Fund                   0.00%     0.25%     0.25%
AIM Select Equity Fund                    0.00%     0.25%     0.25%
AIM Small Cap Equity Fund                 0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM GROWTH SERIES                         BASED    MAXIMUM   MAXIMUM
-----------------                         SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Basic Value Fund                      0.10%     0.25%     0.35%
AIM Global Trends Fund                    0.25%     0.25%     0.50%
AIM Mid Cap Core Equity Fund              0.10%     0.25%     0.35%
AIM Small Cap Growth Fund                 0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM INTERNATIONAL FUNDS, INC.             BASED    MAXIMUM   MAXIMUM
-----------------------------             SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Asia Pacific Growth Fund              0.10%     0.25%     0.35%
AIM European Growth Fund                  0.10%     0.25%     0.35%
AIM Global Aggressive Growth Fund         0.25%     0.25%     0.50%
AIM Global Growth Fund                    0.25%     0.25%     0.50%
AIM International Growth Fund             0.05%     0.25%     0.30%

                                         MINIMUM
                                          ASSET
AIM INVESTMENT FUNDS                      BASED    MAXIMUM   MAXIMUM
--------------------                      SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Developing Markets Fund               0.25%     0.25%     0.50%
AIM Global Health Care Fund               0.25%     0.25%     0.50%
AIM Libra Fund                            0.10%     0.25%     0.35%
AIM Trimark Endeavor Fund                 0.10%     0.25%     0.35%
AIM Trimark Fund                          0.10%     0.25%     0.35%
AIM Trimark Small Companies Fund          0.10%     0.25%     0.35%

2

                                         MINIMUM
                                          ASSET
AIM INVESTMENT SECURITIES FUNDS           BASED    MAXIMUM   MAXIMUM
-------------------------------           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM High Yield Fund                       0.00%     0.25%     0.25%
AIM Income Fund                           0.00%     0.25%     0.25%
AIM Intermediate Government Fund          0.00%     0.25%     0.25%
AIM Limited Maturity Treasury Fund        0.00%     0.15%     0.15%
AIM Municipal Bond Fund                   0.00%     0.25%     0.25%
AIM Real Estate Fund                      0.10%     0.25%     0.35%
AIM Total Return Bond Fund                0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM SECTOR FUNDS                          BASED    MAXIMUM   MAXIMUM
----------------                          SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
INVESCO Energy Fund                       0.10%     0.25%     0.35%
INVESCO Financial Services Fund           0.10%     0.25%     0.35%
INVESCO Gold & Precious Metals Fund       0.10%     0.25%     0.35%
INVESCO Health Sciences Fund              0.10%     0.25%     0.35%
INVESCO Leisure Fund                      0.10%     0.25%     0.35%
INVESCO Technology Fund                   0.10%     0.25%     0.35%
INVESCO Utilities Fund                    0.00%     0.25%     0.25%

                                         MINIMUM
                                          ASSET
AIM SPECIAL OPPORTUNITIES FUNDS           BASED    MAXIMUM   MAXIMUM
-------------------------------           SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM Opportunities I Fund                  0.10%     0.25%     0.35%
AIM Opportunities II Fund                 0.10%     0.25%     0.35%
AIM Opportunities III Fund                0.10%     0.25%     0.35%

                                         MINIMUM
                                          ASSET
AIM TAX-EXEMPT FUNDS                      BASED    MAXIMUM   MAXIMUM
--------------------                      SALES    SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES                CHARGE     FEE       FEE
                                         -------   -------  ---------
AIM High Income Municipal Fund            0.00%     0.25%     0.25%
AIM Tax-Exempt Cash Fund                  0.00%     0.25%     0.25%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 24, 2003

3

AMENDMENT NO. 5
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 25, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                     MINIMUM
                                      ASSET
AIM COMBINATION STOCK & BOND FUNDS    BASED    MAXIMUM    MAXIMUM
----------------------------------    SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE     FEE        FEE
                                     -------   -------   ---------
INVESCO Core Equity Fund              0.10%     0.25%      0.35%
INVESCO Total Return Fund             0.10%     0.25%      0.35%

                                         MINIMUM
                                          ASSET
AIM COUNSELOR SERIES TRUST                BASED    MAXIMUM    MAXIMUM
--------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES               CHARGE      FEE        FEE
                                         -------   -------   ---------
INVESCO Advantage Health Sciences Fund    0.10%     0.25%      0.35%
INVESCO Multi-Sector Fund                 0.10%     0.25%      0.35%

                                    MINIMUM
                                     ASSET
AIM EQUITY FUNDS                     BASED    MAXIMUM    MAXIMUM
----------------                     SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES          CHARGE      FEE        FEE
                                    -------   -------   ---------
AIM Aggressive Growth Fund           0.00%     0.25%      0.25%
AIM Basic Value II Fund              0.10%     0.25%      0.35%
AIM Blue Chip Fund                   0.10%     0.25%      0.35%
AIM Capital Development Fund         0.10%     0.25%      0.35%
AIM Charter Fund                     0.05%     0.25%      0.30%
AIM Constellation Fund               0.05%     0.25%      0.30%
AIM Core Strategies Fund             0.10%     0.25%      0.35%
AIM Dent Demographic Trends Fund     0.10%     0.25%      0.35%
AIM Diversified Dividend Fund        0.10%     0.25%      0.35%

AIM Emerging Growth Fund             0.10%     0.25%      0.35%
AIM Large Cap Basic Value Fund       0.10%     0.25%      0.35%
AIM Large Cap Growth Fund            0.10%     0.25%      0.35%
AIM Mid Cap Growth Fund              0.10%     0.25%      0.35%
AIM U.S. Growth Fund                 0.10%     0.25%      0.35%
AIM Weingarten Fund                  0.05%     0.25%      0.30%

                                         MINIMUM
                                          ASSET
AIM FUNDS GROUP                           BASED   MAXIMUM   MAXIMUM
---------------                           SALES   SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES               CHARGE     FEE       FEE
                                         -------  -------  ---------
AIM Balanced Fund                         0.00%    0.25%     0.25%
AIM Basic Balanced Fund                   0.10%    0.25%     0.35%
AIM European Small Company Fund           0.10%    0.25%     0.35%
AIM Global Value Fund                     0.10%    0.25%     0.35%
AIM International Emerging Growth Fund    0.10%    0.25%     0.35%
AIM Mid Cap Basic Value Fund              0.10%    0.25%     0.35%
AIM Premier Equity Fund                   0.00%    0.25%     0.25%
AIM Select Equity Fund                    0.00%    0.25%     0.25%
AIM Small Cap Equity Fund                 0.10%    0.25%     0.35%

                                MINIMUM
                                 ASSET
AIM GROWTH SERIES                BASED   MAXIMUM   MAXIMUM
-----------------                SALES   SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES      CHARGE     FEE       FEE
                                -------  -------  ---------
AIM Basic Value Fund             0.10%    0.25%    0.35%
AIM Global Trends Fund           0.25%    0.25%    0.50%
AIM Mid Cap Core Equity Fund     0.10%    0.25%    0.35%
AIM Small Cap Growth Fund        0.10%    0.25%    0.35%

                                         MINIMUM
                                          ASSET
AIM INTERNATIONAL MUTUAL FUNDS            BASED   MAXIMUM   MAXIMUM
------------------------------            SALES   SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES               CHARGE     FEE       FEE
                                         -------  -------  ---------
AIM Asia Pacific Growth Fund              0.10%    0.25%     0.35%
AIM European Growth Fund                  0.10%    0.25%     0.35%
AIM Global Aggressive Growth Fund         0.25%    0.25%     0.50%
AIM Global Growth Fund                    0.25%    0.25%     0.50%
AIM International Growth Fund             0.05%    0.25%     0.30%
INVESCO International Core Equity Fund    0.10%    0.25%     0.35%

2

                                  MINIMUM
                                   ASSET
AIM INVESTMENT FUNDS               BASED   MAXIMUM   MAXIMUM
--------------------               SALES   SERVICE  AGGREGATE
PORTFOLIO - CLASS A SHARES         CHARGE    FEE       FEE
                                  -------  -------  ---------
AIM Developing Markets Fund        0.25%    0.25%     0.50%
AIM Global Health Care Fund        0.25%    0.25%     0.50%
AIM Libra Fund                     0.10%    0.25%     0.35%
AIM Trimark Endeavor Fund          0.10%    0.25%     0.35%
AIM Trimark Fund                   0.10%    0.25%     0.35%
AIM Trimark Small Companies Fund   0.10%    0.25%     0.35%

                                     MINIMUM
                                      ASSET
AIM INVESTMENT SECURITIES FUNDS       BASED   MAXIMUM    MAXIMUM
-------------------------------       SALES   SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE    FEE        FEE
                                     -------  -------   ---------
AIM High Yield Fund                   0.00%    0.25%      0.25%
AIM Income Fund                       0.00%    0.25%      0.25%
AIM Intermediate Government Fund      0.00%    0.25%      0.25%
AIM Limited Maturity Treasury Fund    0.00%    0.15%      0.15%
AIM Municipal Bond Fund               0.00%    0.25%      0.25%
AIM Real Estate Fund                  0.10%    0.25%      0.35%
AIM Total Return Bond Fund            0.10%    0.25%      0.35%

                                     MINIMUM
                                      ASSET
AIM SECTOR FUNDS                      BASED   MAXIMUM    MAXIMUM
----------------                      SALES   SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE    FEE        FEE
                                     -------  -------   ---------
INVESCO Energy Fund                   0.10%    0.25%      0.35%
INVESCO Financial Services Fund       0.10%    0.25%      0.35%
INVESCO Gold & Precious Metals Fund   0.10%    0.25%      0.35%
INVESCO Health Sciences Fund          0.10%    0.25%      0.35%
INVESCO Leisure Fund                  0.10%    0.25%      0.35%
INVESCO Technology Fund               0.10%    0.25%      0.35%
INVESCO Utilities Fund                0.00%    0.25%      0.25%

                                     MINIMUM
                                      ASSET
AIM SPECIAL OPPORTUNITIES FUNDS       BASED   MAXIMUM    MAXIMUM
-------------------------------       SALES   SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE    FEE        FEE
                                     -------  -------   ---------
AIM Opportunities I Fund              0.10%    0.25%      0.35%
AIM Opportunities II Fund             0.10%    0.25%      0.35%
AIM Opportunities III Fund            0.10%    0.25%      0.35%

3

                                     MINIMUM
                                      ASSET
AIM STOCK FUNDS                       BASED   MAXIMUM    MAXIMUM
---------------                       SALES   SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE    FEE        FEE
                                     -------  -------   ---------
INVESCO Dynamics Fund                 0.10%    0.25%      0.35%
INVESCO Mid-Cap Growth Fund           0.10%    0.25%      0.35%
INVESCO Small Company Growth Fund     0.10%    0.25%      0.35%

                                     MINIMUM
                                      ASSET
AIM TAX-EXEMPT FUNDS                  BASED   MAXIMUM    MAXIMUM
--------------------                  SALES   SERVICE   AGGREGATE
PORTFOLIO - CLASS A SHARES            CHARGE    FEE        FEE
                                     -------  -------   ---------
AIM High Income Municipal Fund        0.00%    0.25%      0.25%
AIM Tax-Exempt Cash Fund              0.00%    0.25%      0.25%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 25, 2003

4

AMENDMENT NO. 6

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class A Shares)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2004, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Core Equity Fund

   0.10 %   0.25 %   0.35 %

INVESCO Total Return Fund

   0.10 %   0.25 %   0.35 %

AIM COUNSELOR SERIES TRUST


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Advantage Health Sciences Fund

   0.10 %   0.25 %   0.35 %

INVESCO Multi-Sector Fund

   0.10 %   0.25 %   0.35 %

AIM EQUITY FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Aggressive Growth Fund

   0.00 %   0.25 %   0.25 %

AIM Basic Value II Fund

   0.10 %   0.25 %   0.35 %

AIM Blue Chip Fund

   0.10 %   0.25 %   0.35 %

AIM Capital Development Fund

   0.10 %   0.25 %   0.35 %

AIM Charter Fund

   0.05 %   0.25 %   0.30 %

AIM Constellation Fund

   0.05 %   0.25 %   0.30 %

AIM Core Strategies Fund

   0.10 %   0.25 %   0.35 %

AIM Dent Demographic Trends Fund

   0.10 %   0.25 %   0.35 %

AIM Diversified Dividend Fund

   0.10 %   0.25 %   0.35 %

 


AIM Emerging Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Large Cap Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Large Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Mid Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM U.S. Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Weingarten Fund

   0.05 %   0.25 %   0.30 %

AIM FUNDS GROUP


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Balanced Fund

   0.00 %   0.25 %   0.25 %

AIM Basic Balanced Fund

   0.10 %   0.25 %   0.35 %

AIM European Small Company Fund

   0.10 %   0.25 %   0.35 %

AIM Global Value Fund

   0.10 %   0.25 %   0.35 %

AIM International Emerging Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Mid Cap Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Premier Equity Fund

   0.00 %   0.25 %   0.25 %

AIM Select Equity Fund

   0.00 %   0.25 %   0.25 %

AIM Small Cap Equity Fund

   0.10 %   0.25 %   0.35 %

AIM GROWTH SERIES


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Global Equity Fund

   0.25 %   0.25 %   0.50 %

AIM Mid Cap Core Equity Fund

   0.10 %   0.25 %   0.35 %

AIM Small Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM INTERNATIONAL MUTUAL FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Asia Pacific Growth Fund

   0.10 %   0.25 %   0.35 %

AIM European Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Global Aggressive Growth Fund

   0.25 %   0.25 %   0.50 %

AIM Global Growth Fund

   0.25 %   0.25 %   0.50 %

AIM International Growth Fund

   0.05 %   0.25 %   0.30 %

INVESCO International Core Equity Fund

   0.10 %   0.25 %   0.35 %

 

2


AIM INVESTMENT FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Developing Markets Fund

   0.25 %   0.25 %   0.50 %

AIM Global Health Care Fund

   0.25 %   0.25 %   0.50 %

AIM Libra Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Endeavor Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Small Companies Fund

   0.10 %   0.25 %   0.35 %

AIM INVESTMENT SECURITIES FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM High Yield Fund

   0.00 %   0.25 %   0.25 %

AIM Income Fund

   0.00 %   0.25 %   0.25 %

AIM Intermediate Government Fund

   0.00 %   0.25 %   0.25 %

AIM Limited Maturity Treasury Fund

   0.00 %   0.15 %   0.15 %

AIM Municipal Bond Fund

   0.00 %   0.25 %   0.25 %

AIM Real Estate Fund

   0.10 %   0.25 %   0.35 %

AIM Total Return Bond Fund

   0.10 %   0.25 %   0.35 %

AIM SECTOR FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Energy Fund

   0.10 %   0.25 %   0.35 %

INVESCO Financial Services Fund

   0.10 %   0.25 %   0.35 %

INVESCO Gold & Precious Metals Fund

   0.10 %   0.25 %   0.35 %

INVESCO Health Sciences Fund

   0.10 %   0.25 %   0.35 %

INVESCO Leisure Fund

   0.10 %   0.25 %   0.35 %

INVESCO Technology Fund

   0.10 %   0.25 %   0.35 %

INVESCO Utilities Fund

   0.00 %   0.25 %   0.25 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Opportunities I Fund

   0.10 %   0.25 %   0.35 %

AIM Opportunities II Fund

   0.10 %   0.25 %   0.35 %

AIM Opportunities III Fund

   0.10 %   0.25 %   0.35 %

 

3


AIM STOCK FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Dynamics Fund

   0.10 %   0.25 %   0.35 %

INVESCO Mid-Cap Growth Fund

   0.10 %   0.25 %   0.35 %

INVESCO Small Company Growth Fund

   0.10 %   0.25 %   0.35 %

AIM TAX-EXEMPT FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM High Income Municipal Fund

   0.00 %   0.25 %   0.25 %

AIM Tax-Exempt Cash Fund

   0.00 %   0.25 %   0.25 %”

 

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: March 31, 2004

 

4

AMENDMENT NO. 7

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class A Shares)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2004, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

 

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Core Equity Fund

   0.10 %   0.25 %   0.35 %

INVESCO Total Return Fund

   0.10 %   0.25 %   0.35 %

AIM COUNSELOR SERIES TRUST


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Advantage Health Sciences Fund

   0.10 %   0.25 %   0.35 %

INVESCO Multi-Sector Fund

   0.10 %   0.25 %   0.35 %

AIM EQUITY FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Aggressive Growth Fund

   0.00 %   0.25 %   0.25 %

AIM Basic Value II Fund

   0.10 %   0.25 %   0.35 %

AIM Blue Chip Fund

   0.10 %   0.25 %   0.35 %

AIM Capital Development Fund

   0.10 %   0.25 %   0.35 %

AIM Charter Fund

   0.05 %   0.25 %   0.30 %

AIM Constellation Fund

   0.05 %   0.25 %   0.30 %

AIM Core Strategies Fund

   0.10 %   0.25 %   0.35 %

AIM Dent Demographic Trends Fund

   0.10 %   0.25 %   0.35 %

AIM Diversified Dividend Fund

   0.10 %   0.25 %   0.35 %

AIM Emerging Growth Fund

   0.10 %   0.25 %   0.35 %

 


AIM Large Cap Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Large Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Mid Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM U.S. Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Weingarten Fund

   0.05 %   0.25 %   0.30 %

AIM FUNDS GROUP


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Balanced Fund

   0.00 %   0.25 %   0.25 %

AIM Basic Balanced Fund

   0.10 %   0.25 %   0.35 %

AIM European Small Company Fund

   0.10 %   0.25 %   0.35 %

AIM Global Value Fund

   0.10 %   0.25 %   0.35 %

AIM International Emerging Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Mid Cap Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Premier Equity Fund

   0.00 %   0.25 %   0.25 %

AIM Select Equity Fund

   0.00 %   0.25 %   0.25 %

AIM Small Cap Equity Fund

   0.10 %   0.25 %   0.35 %

AIM GROWTH SERIES


  

Minimum
Asset
Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Aggressive Allocation Fund

   0.10 %   0.25 %   0.35 %

AIM Basic Value Fund

   0.10 %   0.25 %   0.35 %

AIM Conservative Allocation Fund

   0.10 %   0.25 %   0.35 %

AIM Global Equity Fund

   0.25 %   0.25 %   0.50 %

AIM Mid Cap Core Equity Fund

   0.10 %   0.25 %   0.35 %

AIM Moderate Allocation Fund

   0.10 %   0.25 %   0.35 %

AIM Small Cap Growth Fund

   0.10 %   0.25 %   0.35 %

AIM INTERNATIONAL MUTUAL FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Asia Pacific Growth Fund

   0.10 %   0.25 %   0.35 %

AIM European Growth Fund

   0.10 %   0.25 %   0.35 %

AIM Global Aggressive Growth Fund

   0.25 %   0.25 %   0.50 %

AIM Global Growth Fund

   0.25 %   0.25 %   0.50 %

AIM International Growth Fund

   0.05 %   0.25 %   0.30 %

INVESCO International Core Equity Fund

   0.10 %   0.25 %   0.35 %

 

2


AIM INVESTMENT FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Developing Markets Fund

   0.25 %   0.25 %   0.50 %

AIM Global Health Care Fund

   0.25 %   0.25 %   0.50 %

AIM Libra Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Endeavor Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Fund

   0.10 %   0.25 %   0.35 %

AIM Trimark Small Companies Fund

   0.10 %   0.25 %   0.35 %

AIM INVESTMENT SECURITIES FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM High Yield Fund

   0.00 %   0.25 %   0.25 %

AIM Income Fund

   0.00 %   0.25 %   0.25 %

AIM Intermediate Government Fund

   0.00 %   0.25 %   0.25 %

AIM Limited Maturity Treasury Fund

   0.00 %   0.15 %   0.15 %

AIM Municipal Bond Fund

   0.00 %   0.25 %   0.25 %

AIM Real Estate Fund

   0.10 %   0.25 %   0.35 %

AIM Short Term Bond Fund

   0.10 %   0.25 %   0.35 %

AIM Total Return Bond Fund

   0.10 %   0.25 %   0.35 %

AIM SECTOR FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Energy Fund

   0.10 %   0.25 %   0.35 %

INVESCO Financial Services Fund

   0.10 %   0.25 %   0.35 %

INVESCO Gold & Precious Metals Fund

   0.10 %   0.25 %   0.35 %

INVESCO Health Sciences Fund

   0.10 %   0.25 %   0.35 %

INVESCO Leisure Fund

   0.10 %   0.25 %   0.35 %

INVESCO Technology Fund

   0.10 %   0.25 %   0.35 %

INVESCO Utilities Fund

   0.00 %   0.25 %   0.25 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM Opportunities I Fund

   0.10 %   0.25 %   0.35 %

AIM Opportunities II Fund

   0.10 %   0.25 %   0.35 %

AIM Opportunities III Fund

   0.10 %   0.25 %   0.35 %

 

3


AIM STOCK FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

INVESCO Dynamics Fund

   0.10 %   0.25 %   0.35 %

INVESCO Mid-Cap Growth Fund

   0.10 %   0.25 %   0.35 %

INVESCO Small Company Growth Fund

   0.10 %   0.25 %   0.35 %

AIM TAX-EXEMPT FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class A Shares

                  

AIM High Income Municipal Fund

   0.00 %   0.25 %   0.25 %

AIM Tax-Exempt Cash Fund

   0.00 %   0.25 %   0.25 %”

 

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: April 30, 2004

 

4

AMENDMENT NO. 3

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12-1, is hereby amended, effective November 20, 2003, as follows:

1. Section 6(b) is amended by deleting the reference to "Exhibit A" in line 3 and replacing it with a reference to "Schedule A."

2. Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
        AIM ADVISOR FUNDS                   CHARGE           FEE              FEE
        -----------------                   ------           ---              ---
PORTFOLIO

AIM International Core Equity Fund           0.75%          0.25%           1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
        AIM EQUITY FUNDS                    CHARGE           FEE              FEE
        ----------------                    ------           ---              ---
PORTFOLIOS

AIM Aggressive Growth Fund                   0.75%          0.25%            1.00%
AIM Basic Value II Fund                      0.75%          0.25%            1.00%
AIM Blue Chip Fund                           0.75%          0.25%            1.00%
AIM Capital Development Fund                 0.75%          0.25%            1.00%
AIM Charter Fund                             0.75%          0.25%            1.00%
AIM Constellation Fund                       0.75%          0.25%            1.00%
AIM Core Strategies Fund                     0.75%          0.25%            1.00%
AIM Dent Demographic Trends Fund             0.75%          0.25%            1.00%
AIM Diversified Dividend Fund                0.75%          0.25%            1.00%
AIM Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Large Cap Basic Value Fund               0.75%          0.25%            1.00%
AIM Large Cap Growth Fund                    0.75%          0.25%            1.00%
AIM Mid Cap Growth Fund                      0.75%          0.25%            1.00%
AIM U.S. Growth Fund                         0.75%          0.25%            1.00%
AIM Weingarten Fund                          0.75%          0.25%            1.00%

2

                                                         MAXIMUM
                                                          ASSET
                                                          BASED         MAXIMUM           MAXIMUM
                                                          SALES         SERVICE          AGGREGATE
          AIM FUNDS GROUP                                CHARGE           FEE               FEE
--------------------------------------                   -------        -------          ---------
PORTFOLIOS

AIM Balanced Fund                                          0.75%          0.25%            1.00%
AIM Basic Balanced Fund                                    0.75%          0.25%            1.00%
AIM European Small Company Fund                            0.75%          0.25%            1.00%
AIM Global Utilities Fund                                  0.75%          0.25%            1.00%
AIM Global Value Fund                                      0.75%          0.25%            1.00%
AIM International Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%            1.00%
AIM New Technology Fund                                    0.75%          0.25%            1.00%
AIM Premier Equity Fund                                    0.75%          0.25%            1.00%
AIM Premier Equity II Fund                                 0.75%          0.25%            1.00%
AIM Select Equity Fund                                     0.75%          0.25%            1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%            1.00%

                                           MAXIMUM
                                            ASSET
                                            BASED         MAXIMUM        MAXIMUM
                                            SALES         SERVICE       AGGREGATE
      AIM GROWTH SERIES                    CHARGE           FEE            FEE
----------------------------               ------         -------       ---------
PORTFOLIOS

AIM Basic Value Fund                         0.75%          0.25%          1.00%
AIM Global Trends Fund                       0.75%          0.25%          1.00%
AIM Mid Cap Core Equity Fund                 0.75%          0.25%          1.00%
AIM Small Cap Growth Fund                    0.75%          0.25%          1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED        MAXIMUM       MAXIMUM
                                              SALES        SERVICE      AGGREGATE
  AIM INTERNATIONAL FUNDS, INC.               CHARGE         FEE           FEE
---------------------------------            -------       --------     ---------
PORTFOLIOS

AIM Asia Pacific Growth Fund                   0.75%         0.25%         1.00%
AIM European Growth Fund                       0.75%         0.25%         1.00%
AIM Global Aggressive Growth Fund              0.75%         0.25%         1.00%
AIM Global Growth Fund                         0.75%         0.25%         1.00%
AIM International Growth Fund                  0.75%         0.25%         1.00%

3

                                              MAXIMUM
                                               ASSET
                                               BASED         MAXIMUM          MAXIMUM
                                               SALES         SERVICE         AGGREGATE
         AIM INVESTMENT FUNDS                 CHARGE           FEE              FEE
---------------------------------------       ------         --------        ----------
PORTFOLIOS

AIM Developing Markets Fund                    0.75%          0.25%            1.00%
AIM Global Energy Fund                         0.75%          0.25%            1.00%
AIM Global Financial Services Fund             0.75%          0.25%            1.00%
AIM Global Health Care Fund                    0.75%          0.25%            1.00%
AIM Global Science and Technology Fund         0.75%          0.25%            1.00%
AIM Libra Fund                                 0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                      0.75%          0.25%            1.00%
AIM Trimark Fund                               0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund               0.75%          0.25%            1.00%

                                                MAXIMUM
                                                 ASSET
                                                 BASED         MAXIMUM          MAXIMUM
                                                 SALES         SERVICE         AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                 CHARGE           FEE              FEE
-------------------------------                 ------         --------        ----------
PORTFOLIOS

AIM High Yield Fund                              0.75%          0.25%            1.00%
AIM Income Fund                                  0.75%          0.25%            1.00%
AIM Intermediate Government Fund                 0.75%          0.25%            1.00%
AIM Money Market Fund                            0.75%          0.25%            1.00%
AIM Municipal Bond Fund                          0.75%          0.25%            1.00%
AIM Total Return Bond Fund                       0.75%          0.25%            1.00%
AIM Real Estate Fund                             0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS             CHARGE           FEE              FEE
-------------------------------             -------        --------        ----------
PORTFOLIOS

AIM Opportunities I Fund                     0.75%          0.25%            1.00%
AIM Opportunities II Fund                    0.75%          0.25%            1.00%
AIM Opportunities III Fund                   0.75%          0.25%            1.00%

4

                                                MAXIMUM
                                                 ASSET
                                                 BASED         MAXIMUM          MAXIMUM
                                                 SALES         SERVICE         AGGREGATE
         AIM SECTOR FUNDS                       CHARGE           FEE              FEE
-------------------------------------           ------         --------        ----------
PORTFOLIO

INVESCO Energy Fund                              0.75%          0.25%            1.00%
INVESCO Financial Services Fund                  0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund              0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                     0.75%          0.25%            1.00%
INVESCO Leisure Fund                             0.75%          0.25%            1.00%
INVESCO Real Estate Opportunity Fund             0.75%          0.25%            1.00%
INVESCO Technology Fund                          0.75%          0.25%            1.00%
INVESCO Telecommunications Fund                  0.75%          0.25%            1.00%
INVESCO Utilities Fund                           0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
                                                           BASED         MAXIMUM          MAXIMUM
                                                           SALES         SERVICE         AGGREGATE
     AIM TAX-EXEMPT FUNDS                                 CHARGE           FEE              FEE
-------------------------------                           -------        -------         ----------
PORTFOLIO

AIM High Income Municipal Fund                             0.75%          0.25%            1.00%

5

AMENDMENT NO. 4

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12-1, is hereby amended, effective November 24, 2003, as follows:

1. Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
        AIM EQUITY FUNDS                    CHARGE           FEE              FEE
        ----------------                    ------           ---              ---
PORTFOLIOS

AIM Aggressive Growth Fund                   0.75%          0.25%            1.00%
AIM Basic Value II Fund                      0.75%          0.25%            1.00%
AIM Blue Chip Fund                           0.75%          0.25%            1.00%
AIM Capital Development Fund                 0.75%          0.25%            1.00%
AIM Charter Fund                             0.75%          0.25%            1.00%
AIM Constellation Fund                       0.75%          0.25%            1.00%
AIM Core Strategies Fund                     0.75%          0.25%            1.00%
AIM Dent Demographic Trends Fund             0.75%          0.25%            1.00%
AIM Diversified Dividend Fund                0.75%          0.25%            1.00%
AIM Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Large Cap Basic Value Fund               0.75%          0.25%            1.00%
AIM Large Cap Growth Fund                    0.75%          0.25%            1.00%
AIM Mid Cap Growth Fund                      0.75%          0.25%            1.00%
AIM U.S. Growth Fund                         0.75%          0.25%            1.00%
AIM Weingarten Fund                          0.75%          0.25%            1.00%

2

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
              AIM FUNDS GROUP               CHARGE           FEE              FEE
              ---------------               ------           ---              ---
PORTFOLIOS

AIM Balanced Fund                            0.75%          0.25%            1.00%
AIM Basic Balanced Fund                      0.75%          0.25%            1.00%
AIM European Small Company Fund              0.75%          0.25%            1.00%
AIM Global Value Fund                        0.75%          0.25%            1.00%
AIM International Emerging Growth Fund       0.75%          0.25%            1.00%
AIM Mid Cap Basic Value Fund                 0.75%          0.25%            1.00%
AIM Premier Equity Fund                      0.75%          0.25%            1.00%
AIM Select Equity Fund                       0.75%          0.25%            1.00%
AIM Small Cap Equity Fund                    0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
     AIM GROWTH SERIES                      CHARGE           FEE              FEE
     -----------------                      ------           ---              ---
PORTFOLIOS

AIM Basic Value Fund                         0.75%          0.25%            1.00%
AIM Global Trends Fund                       0.75%          0.25%            1.00%
AIM Mid Cap Core Equity Fund                 0.75%          0.25%            1.00%
AIM Small Cap Growth Fund                    0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
   AIM INTERNATIONAL FUNDS, INC.            CHARGE           FEE              FEE
   -----------------------------            ------           ---              ---
PORTFOLIOS

AIM Asia Pacific Growth Fund                 0.75%          0.25%            1.00%
AIM European Growth Fund                     0.75%          0.25%            1.00%
AIM Global Aggressive Growth Fund            0.75%          0.25%            1.00%
AIM Global Growth Fund                       0.75%          0.25%            1.00%
AIM International Growth Fund                0.75%          0.25%            1.00%

3

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
      AIM INVESTMENT FUNDS                  CHARGE           FEE              FEE
      --------------------                  ------           ---              ---
PORTFOLIOS

AIM Developing Markets Fund                  0.75%          0.25%            1.00%
AIM Global Health Care Fund                  0.75%          0.25%            1.00%
AIM Libra Fund                               0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                    0.75%          0.25%            1.00%
AIM Trimark Fund                             0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund             0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
 AIM INVESTMENT SECURITIES FUNDS            CHARGE           FEE              FEE
 -------------------------------            ------           ---              ---
PORTFOLIOS

AIM High Yield Fund                          0.75%          0.25%            1.00%
AIM Income Fund                              0.75%          0.25%            1.00%
AIM Intermediate Government Fund             0.75%          0.25%            1.00%
AIM Money Market Fund                        0.75%          0.25%            1.00%
AIM Municipal Bond Fund                      0.75%          0.25%            1.00%
AIM Total Return Bond Fund                   0.75%          0.25%            1.00%
AIM Real Estate Fund                         0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS             CHARGE           FEE              FEE
-------------------------------             ------           ---              ---
PORTFOLIOS

AIM Opportunities I Fund                     0.75%          0.25%            1.00%
AIM Opportunities II Fund                    0.75%          0.25%            1.00%
AIM Opportunities III Fund                   0.75%          0.25%            1.00%

4

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
          AIM SECTOR FUNDS                  CHARGE           FEE              FEE
          ----------------                  ------           ---              ---
PORTFOLIO

INVESCO Energy Fund                          0.75%          0.25%            1.00%
INVESCO Financial Services Fund              0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund          0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                 0.75%          0.25%            1.00%
INVESCO Leisure Fund                         0.75%          0.25%            1.00%
INVESCO Real Estate Opportunity Fund         0.75%          0.25%            1.00%
INVESCO Technology Fund                      0.75%          0.25%            1.00%
INVESCO Utilities Fund                       0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
      AIM TAX-EXEMPT FUNDS                  CHARGE           FEE              FEE
      --------------------                  ------           ---              ---
PORTFOLIO

AIM High Income Municipal Fund               0.75%          0.25%            1.00%

5

AMENDMENT NO. 5

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12-1, is hereby amended, effective November 25, 2003, as follows:

1. Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                           MAXIMUM
                                            ASSET
                                            BASED         MAXIMUM         MAXIMUM
                                            SALES         SERVICE        AGGREGATE
      AIM EQUITY FUND                       CHARGE          FEE             FEE
      ---------------                       ------          ---             ---
PORTFOLIOS

AIM Aggressive Growth Fund                  0.75%          0.25%           1.00%
AIM Basic Value II Fund                     0.75%          0.25%           1.00%
AIM Blue Chip Fund                          0.75%          0.25%           1.00%
AIM Capital Development Fund                0.75%          0.25%           1.00%
AIM Charter Fund                            0.75%          0.25%           1.00%
AIM Constellation Fund                      0.75%          0.25%           1.00%
AIM Core Strategies Fund                    0.75%          0.25%           1.00%
AIM Dent Demographic Trends Fund            0.75%          0.25%           1.00%
AIM Diversified Dividend Fund               0.75%          0.25%           1.00%
AIM Emerging Growth Fund                    0.75%          0.25%           1.00%
AIM Large Cap Basic Value Fund              0.75%          0.25%           1.00%
AIM Large Cap Growth Fund                   0.75%          0.25%           1.00%
AIM Mid Cap Growth Fund                     0.75%          0.25%           1.00%
AIM U.S. Growth Fund                        0.75%          0.25%           1.00%
AIM Weingarten Fund                         0.75%          0.25%           1.00%

2

                                           MAXIMUM
                                            ASSET
                                            BASED         MAXIMUM         MAXIMUM
                                            SALES         SERVICE        AGGREGATE
      AIM FUNDS GROUP                       CHARGE          FEE             FEE
      ---------------                       ------          ---             ---
PORTFOLIOS

AIM Balanced Fund                           0.75%          0.25%           1.00%
AIM Basic Balanced Fund                     0.75%          0.25%           1.00%
AIM European Small Company Fund             0.75%          0.25%           1.00%
AIM Global Value Fund                       0.75%          0.25%           1.00%
AIM International Emerging Growth Fund      0.75%          0.25%           1.00%
AIM Mid Cap Basic Value Fund                0.75%          0.25%           1.00%
AIM Premier Equity Fund                     0.75%          0.25%           1.00%
AIM Select Equity Fund                      0.75%          0.25%           1.00%
AIM Small Cap Equity Fund                   0.75%          0.25%           1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM        MAXIMUM
                                             SALES         SERVICE       AGGREGATE
      AIM GROWTH SERIES                     CHARGE           FEE            FEE
      -----------------                     ------           ---            ---
PORTFOLIOS

AIM Basic Value Fund                        0.75%           0.25%          1.00%
AIM Mid Cap Core Equity Fund                0.75%           0.25%          1.00%
AIM Small Cap Growth Fund                   0.75%           0.25%          1.00%
AIM Global Trends Fund                      0.75%           0.25%          1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
    AIM INTERNATIONAL MUTUAL FUNDS          CHARGE           FEE              FEE
    ------------------------------          ------           ---              ---
PORTFOLIOS

AIM Asia Pacific Growth Fund                 0.75%          0.25%            1.00%
AIM European Growth Fund                     0.75%          0.25%            1.00%
AIM Global Aggressive Growth Fund            0.75%          0.25%            1.00%
AIM Global Growth Fund                       0.75%          0.25%            1.00%
AIM International Growth Fund                0.75%          0.25%            1.00%
INVESCO International Core Equity Fund       0.75%          0.25%            1.00%

3

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
     AIM INVESTMENT FUNDS                   CHARGE           FEE              FEE
     --------------------                   ------           ---              ---
PORTFOLIOS

AIM Developing Markets Fund                  0.75%          0.25%            1.00%
AIM Global Health Care Fund                  0.75%          0.25%            1.00%
AIM Libra Fund                               0.75%          0.25%            1.00%
AIM Trimark Fund                             0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                    0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund             0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
AIM INVESTMENT SECURITIES FUNDS             CHARGE           FEE              FEE
-------------------------------             ------           ---              ---
PORTFOLIOS

AIM High Yield Fund                          0.75%          0.25%            1.00%
AIM Income Fund                              0.75%          0.25%            1.00%
AIM Intermediate Government Fund             0.75%          0.25%            1.00%
AIM Money Market Fund                        0.75%          0.25%            1.00%
AIM Municipal Bond Fund                      0.75%          0.25%            1.00%
AIM Total Return Bond Fund                   0.75%          0.25%            1.00%
AIM Real Estate Fund                         0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS             CHARGE           FEE              FEE
-------------------------------             ------           ---              ---
PORTFOLIOS

AIM Opportunities I Fund                     0.75%          0.25%            1.00%
AIM Opportunities II Fund                    0.75%          0.25%            1.00%
AIM Opportunities III Fund                   0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
     AIM TAX-EXEMPT FUNDS                   CHARGE           FEE              FEE
     --------------------                   ------           ---              ---
PORTFOLIO

AIM High Income Municipal Fund               0.75%          0.25%            1.00%

4

                                            MAXIMUM
                                             BASED         MAXIMUM          MAXIMUM
AIM COMBINATION STOCK &                      SALES         SERVICE         AGGREGATE
      BOND FUNDS                            CHARGE           FEE              FEE
      ----------                            ------           ---              ---
PORTFOLIO

INVESCO Core Equity Fund                     0.75%          0.25%            1.00%
INVESCO Total Return Fund                    0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
AIM COUNSELOR SERIES TRUST                  CHARGE           FEE              FEE
--------------------------                  ------           ---              ---
PORTFOLIO

INVESCO Advantage Health
  Sciences Fund                              0.75%          0.25%            1.00%

INVESCO Multi-Sector Fund                    0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
        AIM SECTOR FUNDS                    CHARGE           FEE              FEE
        ----------------                    ------           ---              ---
PORTFOLIO

INVESCO Energy Fund                          0.75%          0.25%            1.00%
INVESCO Financial Services Fund              0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund          0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                 0.75%          0.25%            1.00%
INVESCO Leisure Fund                         0.75%          0.25%            1.00%
INVESCO Technology Fund                      0.75%          0.25%            1.00%
INVESCO Utilities Fund                       0.75%          0.25%            1.00%

                                            MAXIMUM
                                             ASSET
                                             BASED         MAXIMUM          MAXIMUM
                                             SALES         SERVICE         AGGREGATE
         AIM STOCK FUNDS                    CHARGE           FEE              FEE
        ----------------                    ------           ---              ---
PORTFOLIO

INVESCO Dynamics Fund                        0.75%          0.25%            1.00%
INVESCO Mid-Cap Growth Fund                  0.75%          0.25%            1.00%
INVESCO Small Company Growth Fund            0.75%          0.25%            1.00%

5

AMENDMENT NO. 6

 

TO

 

AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS B SHARES)

(SECURITIZATION FEATURE)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2004, as follows:

 

1. Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

 

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

 

Dated: March 31, 2004

 

1


SCHEDULE A

AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

 

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

 

AIM EQUITY FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value II Fund

   0.75 %   0.25 %   1.00 %

AIM Blue Chip Fund

   0.75 %   0.25 %   1.00 %

AIM Capital Development Fund

   0.75 %   0.25 %   1.00 %

AIM Charter Fund

   0.75 %   0.25 %   1.00 %

AIM Constellation Fund

   0.75 %   0.25 %   1.00 %

AIM Core Strategies Fund

   0.75 %   0.25 %   1.00 %

AIM Dent Demographic Trends Fund

   0.75 %   0.25 %   1.00 %

AIM Diversified Dividend Fund

   0.75 %   0.25 %   1.00 %

AIM Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM U.S. Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Weingarten Fund

   0.75 %   0.25 %   1.00 %

 

2


AIM FUNDS GROUP


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM European Small Company Fund

   0.75 %   0.25 %   1.00 %

AIM Global Value Fund

   0.75 %   0.25 %   1.00 %

AIM International Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Premier Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Select Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Equity Fund

   0.75 %   0.25 %   1.00 %

AIM GROWTH SERIES


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Global Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Core Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM INTERNATIONAL MUTUAL FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Asia Pacific Growth Fund

   0.75 %   0.25 %   1.00 %

AIM European Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Growth Fund

   0.75 %   0.25 %   1.00 %

AIM International Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO International Core Equity Fund

   0.75 %   0.25 %   1.00 %

 

3


AIM INVESTMENT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Developing Markets Fund

   0.75 %   0.25 %   1.00 %

AIM Global Health Care Fund

   0.75 %   0.25 %   1.00 %

AIM Libra Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Endeavor Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Small Companies Fund

   0.75 %   0.25 %   1.00 %

AIM INVESTMENT SECURITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM High Yield Fund

   0.75 %   0.25 %   1.00 %

AIM Income Fund

   0.75 %   0.25 %   1.00 %

AIM Intermediate Government Fund

   0.75 %   0.25 %   1.00 %

AIM Money Market Fund

   0.75 %   0.25 %   1.00 %

AIM Municipal Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Real Estate Fund

   0.75 %   0.25 %   1.00 %

AIM Total Return Bond Fund

   0.75 %   0.25 %   1.00 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Opportunities I Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities II Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities III Fund

   0.75 %   0.25 %   1.00 %

AIM TAX-EXEMPT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

AIM High Income Municipal Fund

   0.75 %   0.25 %   1.00 %

 

4


AIM COMBINATION STOCK & BOND FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

INVESCO Core Equity Fund

   0.75 %   0.25 %   1.00 %

INVESCO Total Return Fund

   0.75 %   0.25 %   1.00 %

AIM COUNSELSOR SERIES TRUST


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

INVESCO Advantage Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Multi-Sector Fund

   0.75 %   0.25 %   1.00 %

AIM SECTOR FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

INVESCO Energy Fund

   0.75 %   0.25 %   1.00 %

INVESCO Financial Services Fund

   0.75 %   0.25 %   1.00 %

INVESCO Gold & Precious Metals Fund

   0.75 %   0.25 %   1.00 %

INVESCO Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Leisure Fund

   0.75 %   0.25 %   1.00 %

INVESCO Technology Fund

   0.75 %   0.25 %   1.00 %

INVESCO Utilities Fund

   0.75 %   0.25 %   1.00 %

AIM STOCK FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

INVESCO Dynamics Fund

   0.75 %   0.25 %   1.00 %

INVESCO Mid-Cap Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO Small Company Growth Fund

   0.75 %   0.25 %   1.00 %

 

5

AMENDMENT NO. 7

 

TO

 

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN

(CLASS B SHARES)

(SECURITIZATION FEATURE)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2004, as follows:

 

1. Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

 

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

 


SCHEDULE A

AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

 

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

 

AIM EQUITY FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value II Fund

   0.75 %   0.25 %   1.00 %

AIM Blue Chip Fund

   0.75 %   0.25 %   1.00 %

AIM Capital Development Fund

   0.75 %   0.25 %   1.00 %

AIM Charter Fund

   0.75 %   0.25 %   1.00 %

AIM Constellation Fund

   0.75 %   0.25 %   1.00 %

AIM Core Strategies Fund

   0.75 %   0.25 %   1.00 %

AIM Dent Demographic Trends Fund

   0.75 %   0.25 %   1.00 %

AIM Diversified Dividend Fund

   0.75 %   0.25 %   1.00 %

AIM Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM U.S. Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Weingarten Fund

   0.75 %   0.25 %   1.00 %

 

2


AIM FUNDS GROUP


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM European Small Company Fund

   0.75 %   0.25 %   1.00 %

AIM Global Value Fund

   0.75 %   0.25 %   1.00 %

AIM International Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Premier Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Select Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Equity Fund

   0.75 %   0.25 %   1.00 %

AIM GROWTH SERIES


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Aggressive Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Conservative Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Core Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Moderate Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Trends Fund

   0.75 %   0.25 %   1.00 %

AIM INTERNATIONAL MUTUAL FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Asia Pacific Growth Fund

   0.75 %   0.25 %   1.00 %

AIM European Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Growth Fund

   0.75 %   0.25 %   1.00 %

AIM International Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO International Core Equity Fund

   0.75 %   0.25 %   1.00 %

 

3


AIM INVESTMENT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Developing Markets Fund

   0.75 %   0.25 %   1.00 %

AIM Global Health Care Fund

   0.75 %   0.25 %   1.00 %

AIM Libra Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Endeavor Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Small Companies Fund

   0.75 %   0.25 %   1.00 %

AIM INVESTMENT SECURITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM High Yield Fund

   0.75 %   0.25 %   1.00 %

AIM Income Fund

   0.75 %   0.25 %   1.00 %

AIM Intermediate Government Fund

   0.75 %   0.25 %   1.00 %

AIM Money Market Fund

   0.75 %   0.25 %   1.00 %

AIM Municipal Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Total Return Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Real Estate Fund

   0.75 %   0.25 %   1.00 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolios

                  

AIM Opportunities I Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities II Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities III Fund

   0.75 %   0.25 %   1.00 %

AIM TAX-EXEMPT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

AIM High Income Municipal Fund

   0.75 %   0.25 %   1.00 %

 

4


AIM COMBINATION STOCK & BOND FUNDS


   Maximum
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

INVESCO Core Equity Fund

   0.75 %   0.25 %   1.00 %

INVESCO Total Return Fund

   0.75 %   0.25 %   1.00 %

AIM COUNSELOR SERIES TRUST


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

INVESCO Advantage Health

                  

Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Multi-Sector Fund

   0.75 %   0.25 %   1.00 %

AIM SECTOR FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

INVESCO Energy Fund

   0.75 %   0.25 %   1.00 %

INVESCO Financial Services Fund

   0.75 %   0.25 %   1.00 %

INVESCO Gold & Precious Metals Fund

   0.75 %   0.25 %   1.00 %

INVESCO Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Leisure Fund

   0.75 %   0.25 %   1.00 %

INVESCO Technology Fund

   0.75 %   0.25 %   1.00 %

INVESCO Utilities Fund

   0.75 %   0.25 %   1.00 %

AIM STOCK FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio

                  

INVESCO Dynamics Fund

   0.75 %   0.25 %   1.00 %

INVESCO Mid-Cap Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO Small Company Growth Fund

   0.75 %   0.25 %   1.00 %

 

5

AMENDMENT NO. 3
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 20, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                                         MAXIMUM
                                                           ASSET
AIM ADVISOR FUNDS                                          BASED         MAXIMUM          MAXIMUM
-----------------                                          SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM International Core Equity Fund                         0.75%          0.25%           1.00%

                                                         MAXIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM          MAXIMUM
----------------                                           SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Aggressive Growth Fund                                 0.75%          0.25%           1.00%
AIM Basic Value II Fund                                    0.75%          0.25%           1.00%
AIM Blue Chip Fund                                         0.75%          0.25%           1.00%
AIM Capital Development Fund                               0.75%          0.25%           1.00%
AIM Charter Fund                                           0.75%          0.25%           1.00%
AIM Constellation Fund                                     0.75%          0.25%           1.00%
AIM Core Strategies Fund                                   0.75%          0.25%           1.00%
AIM Dent Demographic Trends Fund                           0.75%          0.25%           1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%           1.00%
AIM Emerging Growth Fund                                   0.75%          0.25%           1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%           1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%           1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%           1.00%
AIM U.S. Growth Fund                                       0.75%          0.25%           1.00%
AIM Weingarten Fund                                        0.75%          0.25%           1.00%

                                                         MAXIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM          MAXIMUM
---------------                                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Balanced Fund                                          0.75%          0.25%            1.00%
AIM Basic Balanced Fund                                    0.75%          0.25%            1.00%
AIM European Small Company Fund                            0.75%          0.25%            1.00%
AIM Global Utilities Fund                                  0.75%          0.25%            1.00%
AIM Global Value Fund                                      0.75%          0.25%            1.00%
AIM International Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%            1.00%
AIM New Technology Fund                                    0.75%          0.25%            1.00%
AIM Premier Equity Fund                                    0.75%          0.25%            1.00%
AIM Premier Equity II Fund                                 0.75%          0.25%            1.00%
AIM Select Equity Fund                                     0.75%          0.25%            1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM          MAXIMUM
-----------------                                          SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Basic Value Fund                                       0.75%          0.25%           1.00%
AIM Global Trends Fund                                     0.75%          0.25%           1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%           1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%           1.00%

                                                         MINIMUM
                                                           ASSET
AIM INTERNATIONAL FUNDS, INC.                              BASED         MAXIMUM          MAXIMUM
-----------------------------                              SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Asia Pacific Growth Fund                               0.75%          0.25%            1.00%
AIM European Growth Fund                                   0.75%          0.25%            1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%            1.00%
AIM Global Growth Fund                                     0.75%          0.25%            1.00%
AIM International Growth Fund                              0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------                                       SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Developing Markets Fund                                0.75%          0.25%            1.00%
AIM Global Energy Fund                                     0.75%          0.25%            1.00%
AIM Global Financial Services Fund                         0.75%          0.25%            1.00%
AIM Global Health Care Fund                                0.75%          0.25%            1.00%
AIM Global Science and Technology Fund                     0.75%          0.25%            1.00%
AIM Libra Fund                                             0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%            1.00%

2

AIM Trimark Fund                                           0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM          MAXIMUM
-------------------------------                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM High Yield Fund                                        0.75%          0.25%            1.00%
AIM Income Fund                                            0.75%          0.25%            1.00%
AIM Intermediate Government Fund                           0.75%          0.25%            1.00%
AIM Money Market Fund                                      0.75%          0.25%            1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%            1.00%
AIM Real Estate Fund                                       0.75%          0.25%            1.00%
AIM Short Term Bond Fund                                   0.75%          0.25%            1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM          MAXIMUM
----------------                                           SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
INVESCO Energy Fund                                        0.75%          0.25%            1.00%
INVESCO Financial Services Fund                            0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund                        0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                               0.75%          0.25%            1.00%
INVESCO Leisure Fund                                       0.75%          0.25%            1.00%
INVESCO Technology Fund                                    0.75%          0.25%            1.00%
INVESCO Telecommunications Fund                            0.75%          0.25%            1.00%
INVESCO Utilities Fund                                     0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM          MAXIMUM
-------------------------------                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Opportunities I Fund                                   0.75%          0.25%            1.00%
AIM Opportunities II Fund                                  0.75%          0.25%            1.00%
AIM Opportunities III Fund                                 0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------                                       SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM High Income Municipal Fund                             0.75%          0.25%           1.00%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

3

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 20, 2003

4

AMENDMENT NO. 4
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 24, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                                         MAXIMUM
                                                          ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM          MAXIMUM
----------------                                           SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Aggressive Growth Fund                                 0.75%          0.25%           1.00%
AIM Basic Value II Fund                                    0.75%          0.25%           1.00%
AIM Blue Chip Fund                                         0.75%          0.25%           1.00%
AIM Capital Development Fund                               0.75%          0.25%           1.00%
AIM Charter Fund                                           0.75%          0.25%           1.00%
AIM Constellation Fund                                     0.75%          0.25%           1.00%
AIM Core Strategies Fund                                   0.75%          0.25%           1.00%
AIM Dent Demographic Trends Fund                           0.75%          0.25%           1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%           1.00%
AIM Emerging Growth Fund                                   0.75%          0.25%           1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%           1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%           1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%           1.00%
AIM U.S. Growth Fund                                       0.75%          0.25%           1.00%
AIM Weingarten Fund                                        0.75%          0.25%           1.00%

                                                         MAXIMUM
                                                          ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM          MAXIMUM
---------------                                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Balanced Fund                                          0.75%          0.25%            1.00%
AIM Basic Balanced Fund                                    0.75%          0.25%            1.00%
AIM European Small Company Fund                            0.75%          0.25%            1.00%
AIM Global Value Fund                                      0.75%          0.25%            1.00%
AIM International Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%            1.00%
AIM Premier Equity Fund                                    0.75%          0.25%            1.00%
AIM Select Equity Fund                                     0.75%          0.25%            1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM          MAXIMUM
-----------------                                          SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Basic Value Fund                                       0.75%          0.25%            1.00%
AIM Global Trends Fund                                     0.75%          0.25%            1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%            1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%            1.00%

                                                         MINIMUM
                                                           ASSET
AIM INTERNATIONAL FUNDS, INC.                              BASED         MAXIMUM          MAXIMUM
-----------------------------                              SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Asia Pacific Growth Fund                               0.75%          0.25%            1.00%
AIM European Growth Fund                                   0.75%          0.25%            1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%            1.00%
AIM Global Growth Fund                                     0.75%          0.25%            1.00%
AIM International Growth Fund                              0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------                                       SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Developing Markets Fund                                0.75%          0.25%            1.00%
AIM Global Health Care Fund                                0.75%          0.25%            1.00%
AIM Libra Fund                                             0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%            1.00%
AIM Trimark Fund                                           0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%            1.00%

2

                                                         MAXIMUM
                                                          ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM          MAXIMUM
-------------------------------                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM High Yield Fund                                        0.75%          0.25%            1.00%
AIM Income Fund                                            0.75%          0.25%            1.00%
AIM Intermediate Government Fund                           0.75%          0.25%            1.00%
AIM Money Market Fund                                      0.75%          0.25%            1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%            1.00%
AIM Real Estate Fund                                       0.75%          0.25%            1.00%
AIM Short Term Bond Fund                                   0.75%          0.25%            1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                          ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM          MAXIMUM
----------------                                           SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
INVESCO Energy Fund                                        0.75%          0.25%            1.00%
INVESCO Financial Services Fund                            0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund                        0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                               0.75%          0.25%            1.00%
INVESCO Leisure Fund                                       0.75%          0.25%            1.00%
INVESCO Technology Fund                                    0.75%          0.25%            1.00%
INVESCO Utilities Fund                                     0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                          ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                           BASED          MAXIMUM          MAXIMUM
-------------------------------                           SALES          SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM Opportunities I Fund                                   0.75%          0.25%            1.00%
AIM Opportunities II Fund                                  0.75%          0.25%            1.00%
AIM Opportunities III Fund                                 0.75%          0.25%            1.00%

                                                         MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------                                       SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                         -------         -------         ---------
AIM High Income Municipal Fund                             0.75%          0.25%           1.00%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 24, 2003

3

AMENDMENT NO. 5
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 25, 2003, as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                                          MAXIMUM
                                                           ASSET
AIM COMBINATION STOCK & BOND FUNDS                         BASED         MAXIMUM          MAXIMUM
----------------------------------                         SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
INVESCO Core Equity Fund                                   0.75%          0.25%           1.00%
INVESCO Total Return Fund                                  0.75%          0.25%           1.00%

                                                          MAXIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
INVESCO Advantage Health Sciences Fund                     0.75%          0.25%            1.00%
INVESCO Multi-Sector Fund                                  0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Aggressive Growth Fund                                 0.75%          0.25%           1.00%
AIM Basic Value II Fund                                    0.75%          0.25%           1.00%
AIM Blue Chip Fund                                         0.75%          0.25%           1.00%
AIM Capital Development Fund                               0.75%          0.25%           1.00%
AIM Charter Fund                                           0.75%          0.25%           1.00%

AIM Constellation Fund                                     0.75%          0.25%           1.00%
AIM Core Strategies Fund                                   0.75%          0.25%           1.00%
AIM Dent Demographic Trends Fund                           0.75%          0.25%           1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%           1.00%
AIM Emerging Growth Fund                                   0.75%          0.25%           1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%           1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%           1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%           1.00%
AIM U.S. Growth Fund                                       0.75%          0.25%           1.00%
AIM Weingarten Fund                                        0.75%          0.25%           1.00%

                                                          MAXIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Balanced Fund                                          0.75%          0.25%            1.00%
AIM Basic Balanced Fund                                    0.75%          0.25%            1.00%
AIM European Small Company Fund                            0.75%          0.25%            1.00%
AIM Global Value Fund                                      0.75%          0.25%            1.00%
AIM International Emerging Growth Fund                     0.75%          0.25%            1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%            1.00%
AIM Premier Equity Fund                                    0.75%          0.25%            1.00%
AIM Select Equity Fund                                     0.75%          0.25%            1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Basic Value Fund                                       0.75%          0.25%           1.00%
AIM Global Trends Fund                                     0.75%          0.25%           1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%           1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%           1.00%

                                                          MINIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM          MAXIMUM
------------------------------                             SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Asia Pacific Growth Fund                               0.75%          0.25%            1.00%
AIM European Growth Fund                                   0.75%          0.25%            1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%            1.00%
AIM Global Growth Fund                                     0.75%          0.25%            1.00%
AIM International Growth Fund                              0.75%          0.25%            1.00%
INVESCO International Core Equity Fund                     0.75%          0.25%            1.00%

2

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Developing Markets Fund                                0.75%          0.25%            1.00%
AIM Global Health Care Fund                                0.75%          0.25%            1.00%
AIM Libra Fund                                             0.75%          0.25%            1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%            1.00%
AIM Trimark Fund                                           0.75%          0.25%            1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM          MAXIMUM
-------------------------------                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM High Yield Fund                                        0.75%          0.25%            1.00%
AIM Income Fund                                            0.75%          0.25%            1.00%
AIM Intermediate Government Fund                           0.75%          0.25%            1.00%
AIM Money Market Fund                                      0.75%          0.25%            1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%            1.00%
AIM Real Estate Fund                                       0.75%          0.25%            1.00%
AIM Short Term Bond Fund                                   0.75%          0.25%            1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
INVESCO Energy Fund                                        0.75%          0.25%            1.00%
INVESCO Financial Services Fund                            0.75%          0.25%            1.00%
INVESCO Gold & Precious Metals Fund                        0.75%          0.25%            1.00%
INVESCO Health Sciences Fund                               0.75%          0.25%            1.00%
INVESCO Leisure Fund                                       0.75%          0.25%            1.00%
INVESCO Technology Fund                                    0.75%          0.25%            1.00%
INVESCO Utilities Fund                                     0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM          MAXIMUM
-------------------------------                            SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM Opportunities I Fund                                   0.75%          0.25%            1.00%
AIM Opportunities II Fund                                  0.75%          0.25%            1.00%
AIM Opportunities III Fund                                 0.75%          0.25%            1.00%

3

                                                          MAXIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
INVESCO Dynamics Fund                                      0.75%          0.25%            1.00%
INVESCO Mid-Cap Growth Fund                                0.75%          0.25%            1.00%
INVESCO Small Company Growth Fund                          0.75%          0.25%            1.00%

                                                          MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM          MAXIMUM
--------------------------                                 SALES         SERVICE         AGGREGATE
PORTFOLIO - CLASS C SHARES                                CHARGE           FEE              FEE
                                                          ------           ---              ---
AIM High Income Municipal Fund                             0.75%          0.25%            1.00%"

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: November 25, 2003

4

AMENDMENT NO. 6

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class C Shares)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2004, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Core Equity Fund

   0.75 %   0.25 %   1.00 %

INVESCO Total Return Fund

   0.75 %   0.25 %   1.00 %

AIM COUNSELOR SERIES TRUST


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Advantage Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Multi-Sector Fund

   0.75 %   0.25 %   1.00 %

AIM EQUITY FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value II Fund

   0.75 %   0.25 %   1.00 %

AIM Blue Chip Fund

   0.75 %   0.25 %   1.00 %

AIM Capital Development Fund

   0.75 %   0.25 %   1.00 %

AIM Charter Fund

   0.75 %   0.25 %   1.00 %

 


AIM Constellation Fund

   0.75 %   0.25 %   1.00 %

AIM Core Strategies Fund

   0.75 %   0.25 %   1.00 %

AIM Dent Demographic Trends Fund

   0.75 %   0.25 %   1.00 %

AIM Diversified Dividend Fund

   0.75 %   0.25 %   1.00 %

AIM Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM U.S. Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Weingarten Fund

   0.75 %   0.25 %   1.00 %

AIM FUNDS GROUP


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM European Small Company Fund

   0.75 %   0.25 %   1.00 %

AIM Global Value Fund

   0.75 %   0.25 %   1.00 %

AIM International Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Premier Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Select Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Equity Fund

   0.75 %   0.25 %   1.00 %

AIM GROWTH SERIES


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Global Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Core Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM INTERNATIONAL MUTUAL FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Asia Pacific Growth Fund

   0.75 %   0.25 %   1.00 %

AIM European Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Growth Fund

   0.75 %   0.25 %   1.00 %

AIM International Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO International Core Equity Fund

   0.75 %   0.25 %   1.00 %

 

2


AIM INVESTMENT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Developing Markets Fund

   0.75 %   0.25 %   1.00 %

AIM Global Health Care Fund

   0.75 %   0.25 %   1.00 %

AIM Libra Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Endeavor Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Small Companies Fund

   0.75 %   0.25 %   1.00 %

AIM INVESTMENT SECURITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM High Yield Fund

   0.75 %   0.25 %   1.00 %

AIM Income Fund

   0.75 %   0.25 %   1.00 %

AIM Intermediate Government Fund

   0.75 %   0.25 %   1.00 %

AIM Money Market Fund

   0.75 %   0.25 %   1.00 %

AIM Municipal Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Real Estate Fund

   0.75 %   0.25 %   1.00 %

AIM Short Term Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Total Return Bond Fund

   0.75 %   0.25 %   1.00 %

AIM SECTOR FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Energy Fund

   0.75 %   0.25 %   1.00 %

INVESCO Financial Services Fund

   0.75 %   0.25 %   1.00 %

INVESCO Gold & Precious Metals Fund

   0.75 %   0.25 %   1.00 %

INVESCO Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Leisure Fund

   0.75 %   0.25 %   1.00 %

INVESCO Technology Fund

   0.75 %   0.25 %   1.00 %

INVESCO Utilities Fund

   0.75 %   0.25 %   1.00 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Opportunities I Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities II Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities III Fund

   0.75 %   0.25 %   1.00 %

 

3


AIM STOCK FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Dynamics Fund

   0.75 %   0.25 %   1.00 %

INVESCO Mid-Cap Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO Small Company Growth Fund

   0.75 %   0.25 %   1.00 %

AIM TAX-EXEMPT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM High Income Municipal Fund

   0.75 %   0.25 %   1.00 %”

 

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: March 31, 2004

 

4

AMENDMENT NO. 7

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class C Shares)

 

The Amended and Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2004, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS


  

Maximum
Asset

Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Core Equity Fund

   0.75 %   0.25 %   1.00 %

INVESCO Total Return Fund

   0.75 %   0.25 %   1.00 %

AIM COUNSELOR SERIES TRUST


  

Maximum
Asset

Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Advantage Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Multi-Sector Fund

   0.75 %   0.25 %   1.00 %

AIM EQUITY FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value II Fund

   0.75 %   0.25 %   1.00 %

AIM Blue Chip Fund

   0.75 %   0.25 %   1.00 %

AIM Capital Development Fund

   0.75 %   0.25 %   1.00 %

AIM Charter Fund

   0.75 %   0.25 %   1.00 %

 


AIM Constellation Fund

   0.75 %   0.25 %   1.00 %

AIM Core Strategies Fund

   0.75 %   0.25 %   1.00 %

AIM Dent Demographic Trends Fund

   0.75 %   0.25 %   1.00 %

AIM Diversified Dividend Fund

   0.75 %   0.25 %   1.00 %

AIM Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Large Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM U.S. Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Weingarten Fund

   0.75 %   0.25 %   1.00 %

AIM FUNDS GROUP


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Balanced Fund

   0.75 %   0.25 %   1.00 %

AIM European Small Company Fund

   0.75 %   0.25 %   1.00 %

AIM Global Value Fund

   0.75 %   0.25 %   1.00 %

AIM International Emerging Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Premier Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Select Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Equity Fund

   0.75 %   0.25 %   1.00 %

AIM GROWTH SERIES


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Aggressive Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Basic Value Fund

   0.75 %   0.25 %   1.00 %

AIM Conservative Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Global Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Mid Cap Core Equity Fund

   0.75 %   0.25 %   1.00 %

AIM Moderate Allocation Fund

   0.75 %   0.25 %   1.00 %

AIM Small Cap Growth Fund

   0.75 %   0.25 %   1.00 %

AIM INTERNATIONAL MUTUAL FUNDS


   Minimum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Asia Pacific Growth Fund

   0.75 %   0.25 %   1.00 %

AIM European Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Aggressive Growth Fund

   0.75 %   0.25 %   1.00 %

AIM Global Growth Fund

   0.75 %   0.25 %   1.00 %

AIM International Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO International Core Equity Fund

   0.75 %   0.25 %   1.00 %

 

2


AIM INVESTMENT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Developing Markets Fund

   0.75 %   0.25 %   1.00 %

AIM Global Health Care Fund

   0.75 %   0.25 %   1.00 %

AIM Libra Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Endeavor Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Fund

   0.75 %   0.25 %   1.00 %

AIM Trimark Small Companies Fund

   0.75 %   0.25 %   1.00 %

AIM INVESTMENT SECURITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM High Yield Fund

   0.75 %   0.25 %   1.00 %

AIM Income Fund

   0.75 %   0.25 %   1.00 %

AIM Intermediate Government Fund

   0.75 %   0.25 %   1.00 %

AIM Money Market Fund

   0.75 %   0.25 %   1.00 %

AIM Municipal Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Real Estate Fund

   0.75 %   0.25 %   1.00 %

AIM Short Term Bond Fund

   0.75 %   0.25 %   1.00 %

AIM Total Return Bond Fund

   0.75 %   0.25 %   1.00 %

AIM SECTOR FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Energy Fund

   0.75 %   0.25 %   1.00 %

INVESCO Financial Services Fund

   0.75 %   0.25 %   1.00 %

INVESCO Gold & Precious Metals Fund

   0.75 %   0.25 %   1.00 %

INVESCO Health Sciences Fund

   0.75 %   0.25 %   1.00 %

INVESCO Leisure Fund

   0.75 %   0.25 %   1.00 %

INVESCO Technology Fund

   0.75 %   0.25 %   1.00 %

INVESCO Utilities Fund

   0.75 %   0.25 %   1.00 %

AIM SPECIAL OPPORTUNITIES FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM Opportunities I Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities II Fund

   0.75 %   0.25 %   1.00 %

AIM Opportunities III Fund

   0.75 %   0.25 %   1.00 %

 

3


AIM STOCK FUNDS


  

Maximum
Asset

Based

Sales
Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

INVESCO Dynamics Fund

   0.75 %   0.25 %   1.00 %

INVESCO Mid-Cap Growth Fund

   0.75 %   0.25 %   1.00 %

INVESCO Small Company Growth Fund

   0.75 %   0.25 %   1.00 %

AIM TAX-EXEMPT FUNDS


   Maximum
Asset
Based
Sales
Charge


    Maximum
Service
Fee


    Maximum
Aggregate
Fee


 

Portfolio - Class C Shares

                  

AIM High Income Municipal Fund

   0.75 %   0.25 %   1.00 %”

 

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: April 30, 2004

 

4

AMENDMENT NO. 3

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class K Shares)

 

The Amended and Restated Master Distribution Plan (Class K Shares) (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 20, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS K SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class K Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class K Shares of each Portfolio to the average daily net assets of the Class K Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class K Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS, INC.


  

Minimum

Asset Based

Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Core Equity Fund

   0.20 %   0.25 %   0.45 %

INVESCO Total Return Fund

   0.20 %   0.25 %   0.45 %

AIM INTERNATIONAL FUNDS, INC. II


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO European Fund

   0.20 %   0.25 %   0.45 %

AIM SECTOR FUNDS


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Energy Fund

   0.20 %   0.25 %   0.45 %

INVESCO Financial Services Fund

   0.20 %   0.25 %   0.45 %

INVESCO Health Sciences Fund

   0.20 %   0.25 %   0.45 %

INVESCO Leisure Fund

   0.20 %   0.25 %   0.45 %

INVESCO Technology Fund

   0.20 %   0.25 %   0.45 %

INVESCO Telecommunications Fund

   0.20 %   0.25 %   0.45 %

 


AIM STOCK FUNDS, INC.


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Dynamics Fund

   0.20 %   0.25 %   0.45 %

INVESCO Mid-Cap Growth Fund

   0.20 %   0.25 %   0.45 %

INVESCO Small Company Growth Fund

   0.20 %   0.25 %   0.45 %

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 20, 2003

 

2

AMENDMENT NO. 4

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class K Shares)

 

The Amended and Restated Master Distribution Plan (Class K Shares) (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 24, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS K SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class K Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class K Shares of each Portfolio to the average daily net assets of the Class K Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class K Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS, INC.


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Core Equity Fund

   0.20 %   0.25 %   0.45 %

INVESCO Total Return Fund

   0.20 %   0.25 %   0.45 %

AIM SECTOR FUNDS


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Energy Fund

   0.20 %   0.25 %   0.45 %

INVESCO Financial Services Fund

   0.20 %   0.25 %   0.45 %

INVESCO Health Sciences Fund

   0.20 %   0.25 %   0.45 %

INVESCO Leisure Fund

   0.20 %   0.25 %   0.45 %

INVESCO Technology Fund

   0.20 %   0.25 %   0.45 %

 


AIM STOCK FUNDS, INC.


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Dynamics Fund

   0.20 %   0.25 %   0.45 %

INVESCO Mid-Cap Growth Fund

   0.20 %   0.25 %   0.45 %

INVESCO Small Company Growth Fund

   0.20 %   0.25 %   0.45 %

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 24, 2003

 

2

AMENDMENT NO. 5

TO THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

 

(Class K Shares)

 

The Amended and Restated Master Distribution Plan (Class K Shares) (the “Plan”), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective November 25, 2003, as follows:

 

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

 

“SCHEDULE A

TO

THE AMENDED AND RESTATED

MASTER DISTRIBUTION PLAN

(CLASS K SHARES)

 

(DISTRIBUTION AND SERVICE FEES)

 

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class K Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class K Shares of each Portfolio to the average daily net assets of the Class K Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class K Shares of the Portfolio.

 

AIM COMBINATION STOCK & BOND FUNDS


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Core Equity Fund

   0.20 %   0.25 %   0.45 %

INVESCO Total Return Fund

   0.20 %   0.25 %   0.45 %

AIM SECTOR FUNDS


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Energy Fund

   0.20 %   0.25 %   0.45 %

INVESCO Financial Services Fund

   0.20 %   0.25 %   0.45 %

INVESCO Health Sciences Fund

   0.20 %   0.25 %   0.45 %

INVESCO Leisure Fund

   0.20 %   0.25 %   0.45 %

INVESCO Technology Fund

   0.20 %   0.25 %   0.45 %

 


AIM STOCK FUNDS


  

Minimum

Asset Based
Sales Charge


   

Maximum
Service

Fee


    Maximum
Aggregate
Fee


 

Portfolio – Class K Shares

                  

INVESCO Dynamics Fund

   0.20 %   0.25 %   0.45 %

INVESCO Mid-Cap Growth Fund

   0.20 %   0.25 %   0.45 %

INVESCO Small Company Growth Fund

   0.20 %   0.25 %   0.45 %

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).

 

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

 

Dated: November 25, 2003

 

2

FIFTH AMENDED AND RESTATED
MULTIPLE CLASS PLAN
OF
THE AIM FAMILY OF FUNDS(R)

1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund.

2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below.

(a) Act - Investment Company Act of 1940, as amended.

(b) AIM Cash Reserve Shares - shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds.

(c) CDSC - contingent deferred sales charge.

(d) CDSC Period - the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption.

(e) Class - a class of Shares of a Fund representing an interest in a Portfolio.

(f) Class A Shares - shall mean those Shares designated as Class A Shares in the Fund's organizing documents.

(g) Class A3 Shares - shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents.

(h) Class B Shares - shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(i) Class C Shares - shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(j) Class K Shares - shall mean those Shares designated as Class K Shares in the Fund's organizing documents.

(k) Class R Shares - shall mean those Shares designated as Class R Shares in the Fund's organizing documents.

(l) Distribution Expenses - expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.

(m) Distribution Fee - a fee paid by a Fund to the Distributor to compensate the Distributor for Distribution Expenses.


(n) Distributor - A I M Distributors, Inc. or Fund Management Company, as applicable.

(o) Fund - those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(p) Institutional Class Shares - shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(q) Institutional Money Market Fund Shares - shall mean those Shares designated as Cash Management Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(r) Investor Class Shares - shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents.

(s) Plan of Distribution - any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee.

(t) Portfolio - a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(u) Prospectus - the then currently effective prospectus and statement of additional information of a Portfolio.

(v) Service Fee - a fee paid to financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(w) Share - a share of common stock or beneficial interest in a Fund, as applicable.

(x) Trustees - the directors or trustees of a Fund.

3. Allocation of Income and Expenses.

(a) Distribution Fees and Service Fees - Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.

(b) Transfer Agency and Shareholder Recordkeeping Fees -Institutional Class Shares - The Institutional Class Shares shall bear directly the transfer agency

2

fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

(c) Transfer Agency and Shareholder Recordkeeping Fees - All Shares except Institutional Class Shares - Each Class of Shares, except Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class.

(d) Allocation of Other Expenses - Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class.

(e) Allocation of Income, Gains and Losses - Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares.

(f) Waiver of Fees and Reimbursement of Expenses - A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets.

4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference.

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service

3

Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and (iv) converted to Class A Shares eight years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Prospectus.

Class B Shares of AIM Global Trends Fund acquired prior to June 1, 1998 which are continuously held in AIM Global Trends Fund shall convert to Class A Shares seven years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(d), and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(f) Class K Shares. Class K Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(e), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(g) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(h) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus.

(i) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

(j) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time

4

to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares and Class R Shares as follows:

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus.

(b) Class A Shares. The CDSC Period for Class A Shares shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus.

(c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference.

(d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(e) Class K Shares. The CDSC Period for the Class K Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class K Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(f) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(g) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

(h) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the

5

Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

(i) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus.

6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows:

(a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

8. Conversion of Class B Shares.

(a) Shares Received upon Reinvestment of Dividends and Distributions - Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares.

(b) Conversions on Basis of Relative Net Asset Value - All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge.

(c) Amendments to Plan of Distribution for Class A Shares - If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund that would increase materially the amount to be borne by those Class A Shares, then no Class B

6

Shares shall convert into Class A Shares of that Fund until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

9. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.

10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above.

11. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares).

Effective December 12, 2001 as amended and restated March 4, 2002, as amended and restated October 31, 2002 as further amended and restated effective July 21, 2003 and as further amended and restated effective August 18, 2003, and as further amended and restated May 12, 2004.

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