EX-99.77B ACCT LTTR

                                                                   SUB-ITEM 77b

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds)
and Shareholders of Invesco Van Kampen Capital Growth Fund:

In planning and performing our audits of the financial statements of Invesco Van
Kampen Capital Growth Fund (formerly known as Van Kampen Capital Growth Fund;
one of the funds constituting AIM Sector Funds (Invesco Sector Funds), hereafter
referred to as the "Fund") as of and for the year ended June 30, 2010, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we do not express an
opinion on the effectiveness of the Fund's internal control over financial
reporting.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A fund's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and trustees of
the fund; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the



Fund's internal control over financial reporting and its operation, including
controls over safeguarding securities that we consider to be material weaknesses
as defined above as of June 30, 2010.

This report is intended solely for the information and use of management and the
Board of Trustees of the Fund and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these specified
parties.


PricewaterhouseCoopers LLP
Houston, TX

August 16, 2010


                                        2

EX-99.77B ACCT LTTR

                                                                   SUB-ITEM 77b

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and
Shareholders of Invesco Van Kampen American Value Fund:

In planning and performing our audits of the financial statements of Invesco Van
Kampen American Value Fund (formerly known as Van Kampen American Value Fund;
one of the funds constituting AIM Sector Funds (Invesco Sector Funds), hereafter
referred to as the "Fund") as of and for the year ended June 30, 2010, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we do not express an
opinion on the effectiveness of the Fund's internal control over financial
reporting.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A fund's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and trustees of
the fund; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the



Fund's internal control over financial reporting and its operation, including
controls over safeguarding securities that we consider to be material weaknesses
as defined above as of June 30, 2010.

This report is intended solely for the information and use of management and the
Board of Trustees of the Fund and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these specified
parties.

PricewaterhouseCoopers LLP
Houston, TX

August 16, 2010


                                        2

EX-99.77C VOTES

                                                                   Sub-Item 77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                     INVESCO VAN KAMPEN AMERICAN VALUE FUND

A Special Meeting ("Meeting") of Shareholders of Van Kampen American Value Fund
was held on Tuesday, May 11, 2010. The Meeting was held for the following
purpose:

(1) Approve an Agreement and Plan of Reorganization.

The results of the voting on the above matter were as follows:



                                                                       Votes     Votes     Broker
Matter                                                    Votes For   Against   Abstain   Non-Votes
- ------                                                   ----------   -------   -------   ---------
                                                                              
(1) Approve an Agreement and Plan of Reorganization      13,589,795   462,503   900,263       0

EX-99.77C VOTES

                                                                   Sub-Item 77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                     INVESCO VAN KAMPEN CAPITAL GROWTH FUND

A Special Meeting ("Meeting") of Shareholders of Van Kampen Capital Growth Fund
was held on Tuesday, May 11, 2010. The Meeting was held for the following
purpose:

(1) Approve an Agreement and Plan of Reorganization.

The results of the voting on the above matter were as follows:



                                                                         Votes       Votes        Broker
Matter                                                    Votes For     Against      Abstain    Non-Votes
- ------                                                   -----------   ---------   ----------   ---------
                                                                                    
(1) Approve an Agreement and Plan of Reorganization      178,446,652   7,316,305   10,460,628       0

EX-99.77E LEGAL

                                                                   SUB-ITEM 77E

                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

                                LEGAL PROCEEDINGS

SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING

     On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by merger
to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both former
investment advisers, along with Invesco Aim Distributors, n/k/a Invesco
Distributors, Inc. (Invesco Distributors) reached final settlements with certain
regulators, including the Securities and Exchange Commission (SEC), the New York
Attorney General and the Colorado Attorney General, to resolve civil enforcement
actions and/or investigations related to market timing and related activity in
the AIM Funds (n/k/a the Invesco Funds), including those formerly advised by
IFG. As part of the settlements, a $325 million fair fund ($110 million of which
is civil penalties) was created to compensate shareholders harmed by market
timing and related activity in funds formerly advised by IFG. Additionally,
Invesco and Invesco Distributors created a $50 million fair fund ($30 million of
which is civil penalties) to compensate shareholders harmed by market timing and
related activity in funds advised by Invesco, which was done pursuant to the
terms of the settlement. The methodology of the fair funds distributions was
determined by Invesco's independent distribution consultant (IDC Plan), in
consultation with Invesco and the independent trustees of the Invesco Funds, and
approved by the SEC on May 23, 2008.

     The IDC Plan provides for distribution to all eligible investors, for the
periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair Fund)
and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund), their
proportionate share of the applicable Fair Fund to compensate such investors for
injury they may have suffered as a result of market timing in the affected
funds. The IDC Plan includes a provision for any residual amounts in the Fair
Funds to be distributed in the future to the affected funds. Further details
regarding the IDC Plan and distributions thereunder are available on Invesco's
Web site, available at http://www.invesco.com/us.

At the present time, management of Invesco and the Invesco Funds are unable to
estimate the impact, if any, that the outcome of the Pending Litigation and
Regulatory Inquiries described herein may have on Invesco, Invesco Distributors
or the Invesco Funds.

Pending Regulatory Action Alleging Market Timing

     On August 30, 2005, the West Virginia Office of the State Auditor -
Securities Commission (WVASC) issued a Summary Order to Cease and Desist and
Notice of Right to Hearing to Invesco and Invesco Distributors (Order No.
05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors
entered into certain arrangements permitting market timing of the Invesco Funds
and failed to disclose these arrangements in the prospectuses for such Funds,
and conclusions of law to the effect that Invesco and Invesco Distributors
violated the West Virginia securities laws. The WVASC orders Invesco and Invesco
Distributors to cease any further violations and seeks to impose monetary
sanctions, including restitution to affected investors, disgorgement of fees,
reimbursement of investigatory, administrative and legal costs and an
"administrative assessment," to be determined by the Commissioner. Initial
research indicates that these damages could be limited or capped by statute. By
agreement with the Commissioner of Securities, Invesco's time to respond to that
Order has been indefinitely suspended.

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, IFG, Invesco, Invesco Aim Management
Group, Inc., n/k/a Invesco Management Group, Inc. and certain related entities,
certain of their current and former officers and/or certain unrelated third
parties) based on


                                        1



                                                                    SUB-ITEM 77E

allegations of improper market timing and related activity in the Invesco Funds.
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 Employee Retirement
Income Security Act of 1974, as amended (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;
injunctive relief; disgorgement of management fees; imposition of a constructive
trust; removal of certain directors and/or employees; various corrective
measures under ERISA; rescission of certain Funds' advisory agreements;
interest; and attorneys' and experts' fees. All lawsuits based on allegations of
market timing, late trading, and related issues have been transferred to the
United States District Court for the District of Maryland (the MDL Court) for
consolidated or coordinated pre-trial proceedings.

     Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits
consolidated their claims for pre-trial purposes into three amended complaints
against various Invesco - and IFG-related parties. The parties in the amended
complaints have agreed in principle to settle the actions. A list identifying
the amended complaints in the MDL Court and details of the settlements are
discussed below.

     -    RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN),
          V. INVESCO FUNDS GROUP, INC., ET AL, in the MDL Court (Case No.
          04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States
          District Court for the District of Colorado), filed on September 29,
          2004.

     -    CYNTHIA ESSENMACHER, ET AL., Derivatively on Behalf of the Mutual
          Funds, Trusts and Corporations Comprising the Invesco and AIM Family
          of Mutual Funds v. AMVESCAP, PLC, ET AL., in the MDL Court (Case No.
          04-MD-15864-FPS; No. 04-819), filed on September 29, 2004.

     -    MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. AVZ, INC., ET AL., in the MDL Court (Case No.
          1:04-MD-15864-FPS), filed on September 29, 2004.

     On March 1, 2006, the MDL Court dismissed all derivative causes of action
in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section
36(b) of the Investment Company Act of 1940 (the 1940 Act); and (ii) the
"control person liability" claim under Section 48 of the 1940 Act, and all
claims asserted in the Lepera class action lawsuit but three: (i) the securities
fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii)
the excessive fee claim under Section 36(b) of the 1940 Act (which survived only
insofar as plaintiffs seek recovery of fees associated with the assets involved
in market timing); and (iii) the "control person liability" claim under Section
48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing
the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL
Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the
Funds that were transferred to the MDL Court were dismissed, although certain
Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. On
January 5, 2008, the parties reached an agreement in principle to settle both
the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to
the MDL Court approval. Individual class members have the right to object.

     On September 15, 2006, Judge Motz for the MDL Court granted the Defendants'
motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The
Plaintiff appealed this decision. On June 16, 2008, the Fourth Circuit Court of
Appeals reversed the dismissal and remanded this lawsuit back to the MDL Court
for further proceedings. On December 15, 2008, the parties reached an agreement
in principle to settle this lawsuit, subject to the MDL Court approval.
Individual class members have the right to object. No payments are required
under the settlement; however, the parties agreed that certain limited changes
to benefit plans and participants' accounts would be made.


                                        2



                                                                    SUB-ITEM 77E

     More detailed information regarding each of the civil lawsuits identified
above, including the parties to the lawsuits and summaries of the various
allegations and remedies sought, can be found in the Fund's Statement of
Additional Information.


                                        3

EX-99.77K CHNG ACCNT

                                                                   SUB-ITEM 77K

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

                     INVESCO VAN KAMPEN AMERICAN VALUE FUND


The Fund is a new fund that was formed to acquire the assets and liabilities of
a predecessor fund in a shell fund reorganization (the "Reorganization").
PricewaterhouseCoopers LLP ("PWC") was appointed as the independent registered
public accounting firm of the Fund for the fiscal year ending June 30, 2010.

The predecessor fund's financial statements were audited by a different
independent registered public accounting firm (the "Prior Auditor").

Effective June 1, 2010, the Prior Auditor resigned as the independent registered
public accounting firm of the predecessor fund. The Prior Auditor's report on
the financial statements of the predecessor fund for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

During the period the Prior Auditor was engaged, there were no disagreements
with the Prior Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the Prior Auditor's satisfaction, would have caused it to make
reference to that matter in connection with its report.


(Letter dated August 24, 2010 from Deloitte and Touche LLP is attached as
Attachment A to this exhibit.)



                                                                   ATTACHMENT A

August 24, 2010
Securities and Exchange Commission addressStreet100 F Street, N.E.
Washington, DC 20549-7561

Dear Sirs/Madams:

We have read item 77K of Invesco Sector Funds' Form N-SAR dated August 27 2010,
and we agree with the statements made therein.

Yours truly,

/s/ DELOITTE & TOUCHE LLP

EX-99.77K CHNG ACCNT

                                                                   SUB-ITEM 77K

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

                     INVESCO VAN KAMPEN CAPITAL GROWTH FUND


The Fund is a new fund that was formed to acquire the assets and liabilities of
a predecessor fund in a shell fund reorganization (the "Reorganization").
PricewaterhouseCoopers LLP ("PWC") was appointed as the independent registered
public accounting firm of the Fund for the fiscal year ending June 30, 2010.

The predecessor fund's financial statements were audited by a different
independent registered public accounting firm (the "Prior Auditor").

Effective June 1, 2010, the Prior Auditor resigned as the independent registered
public accounting firm of the predecessor fund. The Prior Auditor's report on
the financial statements of the predecessor fund for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

During the period the Prior Auditor was engaged, there were no disagreements
with the Prior Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the Prior Auditor's satisfaction, would have caused it to make
reference to that matter in connection with its report.


(Letter dated August 26, 2010 from Ernst and Young LLP is attached as Attachment
A to this exhibit.)



                                                                   ATTACHMENT A

Securities and Exchange Commission
addressStreet100 F Street, N.E.
Washington, DC 20549

Ladies and Gentlemen:


We have read Sub-item 77K of Form N-SAR dated August 27, 2010, of Invesco Van
Kampen Capital Growth Fund and are in agreement with the statements contained in
paragraphs 3 and 4 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.



/S/ ERNST & YOUNG

EX-99.77M MERGERS

                                                                   SUB-ITEM 77M

                                     MERGERS

                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

VAN KAMPEN AMERICAN VALUE FUND TO INVESCO VAN KAMPEN AMERICAN VALUE FUND

     On December 1, 2009, the Board of Trustees of AIM Sector Funds (Invesco
Sector Funds) (formerly known as AIM Sector Funds) ("ASeF") approved an
Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a
Special Meeting for shareholders of Van Kampen American Value Fund (the "Fund"),
shareholders approved the Agreement that provided for the combination of the
Fund with Invesco Van Kampen American Value Fund, (the "Acquiring Fund"), an
investment portfolio of ASeF (the "Reorganization"). Pursuant to the Agreement,
on June 1, 2010, all of the assets of the Fund were transferred to the Acquiring
Fund. The Acquiring Fund assumed all of the liabilities of the Fund, and ASeF
issued Class A shares of the Acquiring Fund to the Fund's Class A shareholders,
Class B shares of the Acquiring Fund to the Fund's Class B shareholders, Class C
shares of Acquiring Fund to the Fund's Class C shareholders, Class R shares of
Acquiring Fund to the Fund's Class R shareholders and Class Y shares of the
Acquiring Fund to the Fund's Class I shareholders. The value of each Fund's
shareholder account with the Acquiring Fund immediately after the Reorganization
was the same as the value of such shareholder's account with the Fund
immediately prior to the Reorganization. The Reorganization was structured as a
tax-free transaction. No initial sales charge was imposed in connection with the
Reorganization.

VAN KAMPEN CAPITAL GROWTH FUND TO INVESCO VAN KAMPEN CAPITAL GROWTH FUND

     On December 1, 2009, the Board of Trustees of AIM Sector Funds (Invesco
Sector Funds) (formerly known as AIM Sector Funds) ("ASeF") approved an
Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a
Special Meeting for shareholders of Van Kampen Capital Growth Fund (the "Fund"),
shareholders approved the Agreement that provided for the combination of the
Fund with Invesco Van Kampen Capital Growth Fund, (the "Acquiring Fund"), an
investment portfolio of ASeF (the "Reorganization"). Pursuant to the Agreement,
on June 1, 2010, all of the assets of the Fund were transferred to the Acquiring
Fund. The Acquiring Fund assumed all of the liabilities of the Fund, and ASeF
issued Class A shares of the Acquiring Fund to the Fund's Class A shareholders,
Class B shares of the Acquiring Fund to the Fund's Class B shareholders, Class C
shares of Acquiring Fund to the Fund's Class C shareholders, Class R shares of
Acquiring Fund to the Fund's Class R shareholders and Class Y shares of the
Acquiring Fund to the Fund's Class I shareholders. The value of each Fund's
shareholder account with the Acquiring Fund immediately after the Reorganization
was the same as the value of such shareholder's account with the Fund
immediately prior to the Reorganization. The Reorganization was structured as a
tax-free transaction. No initial sales charge was imposed in connection with the
Reorganization.

VAN KAMPEN COMSTOCK FUND TO INVESCO VAN KAMPEN COMSTOCK FUND

     On December 1, 2009, the Board of Trustees of AIM Sector Funds (Invesco
Sector Funds) (formerly known as AIM Sector Funds) ("ASeF") approved an
Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a
Special Meeting for shareholders of Van Kampen Comstock Fund (the "Fund"),
shareholders approved the Agreement that provided for the combination of the
Fund with Invesco Van Kampen Comstock Fund, (the "Acquiring Fund"), an
investment portfolio of ASeF (the "Reorganization"). Pursuant to the Agreement,
on June 1, 2010, all of the assets of the Fund were transferred to the Acquiring
Fund. The Acquiring Fund assumed all of the liabilities of the Fund, and ASeF
issued Class A shares of the Acquiring Fund to the Fund's Class A shareholders,
Class B shares of the Acquiring Fund to the Fund's Class B shareholders, Class C
shares of Acquiring Fund to the Fund's Class C shareholders, Class R shares of
Acquiring Fund to the Fund's Class R shareholders and Class Y shares of the
Acquiring Fund to the Fund's Class I shareholders. The value of each Fund's
shareholder account with the Acquiring Fund immediately after the Reorganization
was the same as the value of such shareholder's account with the Fund
immediately prior to the Reorganization. The Reorganization was


                                                                    SUB-ITEM 77M

structured as a tax-free transaction. No initial sales charge was imposed in
connection with the Reorganization.

VAN KAMPEN ENTERPRISE FUND TO INVESCO VAN KAMPEN ENTERPRISE FUND

     On December 1, 2009, the Board of Trustees of AIM Sector Funds (Invesco
Sector Funds) (formerly known as AIM Sector Funds) ("ASeF") approved an
Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a
Special Meeting for shareholders of Van Kampen Enterprise Fund (the "Fund"),
shareholders approved the Agreement that provided for the combination of the
Fund with Invesco Van Kampen Enterprise Fund, (the "Acquiring Fund"), an
investment portfolio of ASeF (the "Reorganization"). Pursuant to the Agreement,
on June 1, 2010, all of the assets of the Fund were transferred to the Acquiring
Fund. The Acquiring Fund assumed all of the liabilities of the Fund, and ASeF
issued Class A shares of the Acquiring Fund to the Fund's Class A shareholders,
Class B shares of the Acquiring Fund to the Fund's Class B shareholders, Class C
shares of Acquiring Fund to the Fund's Class C shareholders and Class Y shares
of the Acquiring Fund to the Fund's Class I shareholders. The value of each
Fund's shareholder account with the Acquiring Fund immediately after the
Reorganization was the same as the value of such shareholder's account with the
Fund immediately prior to the Reorganization. The Reorganization was structured
as a tax-free transaction. No initial sales charge was imposed in connection
with the Reorganization.

U.S. SMALL/MID CAP VALUE PORTFOLIO TO INVESCO U.S. SMALL/MID CAP VALUE FUND

     On December 1, 2009, the Board of Trustees of AIM Sector Funds (Invesco
Sector Funds) (formerly known as AIM Sector Funds) ("ASeF") approved an
Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a
Special Meeting for shareholders of U.S. Small/Mid Cap Value Portfolio (the
"Fund"), shareholders approved the Agreement that provided for the combination
of the Fund with Invesco U.S. Small/Mid Cap Value Fund, (the "Acquiring Fund"),
an investment portfolio of ASeF (the "Reorganization"). Pursuant to the
Agreement, on June 1, 2010, all of the assets of the Fund were transferred to
the Acquiring Fund. The Acquiring Fund assumed all of the liabilities of the
Fund, and ASeF issued Class A shares of the Acquiring Fund to the Fund's Class P
shareholders and Class Y shares of the Acquiring Fund to the Fund's Class I
shareholders. The value of each Fund's shareholder account with the Acquiring
Fund immediately after the Reorganization was the same as the value of such
shareholder's account with the Fund immediately prior to the Reorganization. The
Reorganization was structured as a tax-free transaction. No initial sales charge
was imposed in connection with the Reorganization.

FOR A MORE DETAILED DISCUSSION ON THE REORGANIZATION, PLEASE SEE THE AGREEMENT
AND PLAN OF REORGANIZATION FILED HEREIN UNDER ITEM 77Q1(G).

EX-99.77Q1 OTHR EXHB

                                                               SUB-ITEM 77Q1(A)

                                 AMENDMENT NO. 8
                             TO AMENDED AND RESTATED
                      AGREEMENT AND DECLARATION OF TRUST OF
                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

          This Amendment No. 8 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Sector Funds (Invesco Sector Funds)
(the "Trust") amends, effective June 15, 2010, the Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of September 14, 2005,
as amended (the "Agreement").

          Under Section 9.7 of the Agreement, a duly authorized officer of the
Trust may execute this Amendment.

          WHEREAS, the Trustees of the Trust approved this amendment and a vote
of the Shareholders is not required for this amendment;

          NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Section 2.6 of the Agreement is amended to add new section 2.6(d) to
read as follows:

          (d)  Notwithstanding any other provision of this Section 2.6, Class B
               Shares shall not convert to Class A Shares, if at the time of
               conversion Class A Shares into which the Class B Shares would
               convert pay a higher fee under Rule 12b-1 ("12b-1 Fee"), and such
               right of conversion shall be suspended until such time as the
               Class A Shares pay a 12b-1 Fee that is equal to or lower than the
               12b-1 Fee of suspended Class B Shares (all such suspended Class B
               Shares including Class B Shares purchased through the
               reinvestment of dividends and distributions that would otherwise
               have converted, "Suspended Class B Shares"). A comparison of
               12b-1 Fees of Class A Shares and Class B Shares shall be made
               periodically. If at any time the 12b-1 Fees payable on Class A
               Shares into which Suspended Class B Shares would convert is equal
               to or lower than the 12b-1 Fees payable on the Suspended Class B
               Shares, all Suspended Class B Shares will automatically convert
               to Class A Shares on or about the end of the month in which such
               determination is made. Once it is determined that Suspended Class
               B Shares are eligible for conversion, such conversion shall occur
               even if thereafter Class A Shares again have a higher 12b-1 Fee.

     2. Section 3.2 is amended to read as follows:

          Section 3.2 Trustees. The number of Trustees shall be such number as
shall be fixed from time to time by a majority of the Trustees; provided,
however, that the number of Trustees shall in no event be less than two (2) nor
more than seventeen (17). The Trustees as of the date hereof are those first
identified above.

     3. Section 3.3 is amended to read as follows:

          Section 3.3 Terms of Office Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as herein provided;
except that (A) any Trustee may resign his trusteeship or may retire by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein; (B)
any Trustee may be removed at any time by written instrument signed by at least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective; provided that from June 15, 2010
through June 30, 2013, such instrument shall be signed by at least eighty
percent (80%) of



the number of Trustees prior to such removal; (C) any Trustee who has died,
become physically or mentally incapacitated by reason of disease or otherwise,
or is otherwise unable to serve, may be retired by written instrument signed by
a majority of the other Trustees, specifying the date of his retirement; (D) a
Trustee may be removed at any meeting of the Shareholders by a vote of the
Shareholders owning at least two-thirds of the Outstanding Shares; and (E) a
Trustee shall be retired in accordance with the terms of any retirement policy
adopted by the Trustees and in effect from time to time.

     4. All capitalized terms are used herein as defined in the Agreement unless
otherwise defined herein. All references in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment.

     5. 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 June 15, 2010.


                                        By: /s/ John M. Zerr
                                        Name: John M. Zerr
                                        Title: Senior Vice President

EX-99.77Q1 OTHR EXHB

                                                               Sub-Item 77 Q1(g)

                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this
30th day of March, 2010 by and among (i) each of the Van Kampen and Morgan
Stanley open-end registered investment companies identified on Exhibit A hereto
(each a "Target Entity") separately, where applicable, on behalf of its
respective series identified on Exhibit A hereto (each a "Target Fund"); (ii)
Morgan Stanley Investment Management Inc. ("MSIM"); (iii) Morgan Stanley
Investment Advisors Inc. ("MSIA"); (iv) Van Kampen Asset Management ("VKAM");
(v) each of the registrants in the AIM Family of Funds identified on Exhibit A
hereto (each an "Acquiring Entity"), separately on behalf of its respective
series identified on Exhibit A hereto (each an "Acquiring Fund"); and (vi)
Invesco Advisers, Inc. ("IAI").

          WHEREAS, Morgan Stanley entered into a definitive agreement dated
October 19, 2009 (the "Transaction Agreement") to sell substantially all of its
retail asset management business operating under both the Morgan Stanley and Van
Kampen brands to Invesco, Ltd. ("Invesco") (referred to herein as the
"MS/Invesco Transaction");

          WHEREAS, the parties hereto intend for each Acquiring Fund and its
corresponding Target Fund (as set forth in Exhibit A hereto) to enter into a
transaction pursuant to which: (i) the Acquiring Fund will acquire the assets
and liabilities of the Target Fund in exchange for the corresponding class or
classes of shares (as applicable) of the Acquiring Fund identified on Exhibit A
of equal value to the net assets of the Target Fund being acquired, and (ii) the
Target Fund will distribute such shares of the Acquiring Fund to shareholders of
the corresponding class of the Target Fund, in connection with the liquidation
of the Target Fund, all upon the terms and conditions hereinafter set forth in
this Agreement (each such transaction, a "Reorganization" and collectively, the
"Reorganizations"). Each Acquiring Fund is, and will be immediately prior to
Closing (defined in Section 3.1), a shell series, without assets (other than
seed capital) or liabilities, created for the purpose of acquiring the assets
and liabilities of the Target Fund;

          WHEREAS, each Target Entity and each Acquiring Entity is an open-end,
registered investment company of the management type; and

          WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization and liquidation with respect to each Reorganization within the
meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986,
as amended ("Code").

          NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1.   DESCRIPTION OF THE REORGANIZATIONS

     1.1. It is the intention of the parties hereto that each Reorganization
described herein shall be conducted separately of the others, and a party that
is not a party to a Reorganization shall incur no obligations, duties or
liabilities with respect to such Reorganization by reason of being a party to
this Agreement. If any one or more Reorganizations should fail to be
consummated, such failure shall not affect the other Reorganizations in any way.



     1.2. Provided that all conditions precedent to a Reorganization set forth
herein have been satisfied as of the Closing Date (defined in Section 3.1), and
based on the representations and warranties each party provides to the others,
each Target Entity and its corresponding Acquiring Entity agree to take the
following steps with respect to their Reorganization(s), the parties to which
and classes of shares to be issued in connection with which are set forth in
Exhibit A:

          (a) The Target Fund shall transfer all of its Assets, as defined and
     set forth in Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund
     in exchange therefor shall assume the Liabilities, as defined and set forth
     in Section 1.2(c), and deliver to the Target Fund the number of full and
     fractional Acquiring Fund shares determined in the manner set forth in
     Section 2.

          (b) The assets of the Target Fund to be transferred to the Acquiring
     Fund shall consist of all assets and property, including, without
     limitation, all cash, securities, commodities and futures interests, claims
     (whether absolute or contingent, known or unknown, accrued or unaccrued and
     including, without limitation, any interest in pending or future legal
     claims in connection with past or present portfolio holdings, whether in
     the form of class action claims, opt-out or other direct litigation claims,
     or regulator or government-established investor recovery fund claims, and
     any and all resulting recoveries) and dividends or interest receivable that
     are owned by the Target Fund and any deferred or prepaid expenses shown as
     an asset on the books of the Target Fund on the Closing Date, except for
     cash, bank deposits or cash equivalent securities in an amount necessary to
     pay the estimated costs of extinguishing any Excluded Liabilities (as
     defined in Section 1.2(c)) and cash in an amount necessary to pay any
     distributions pursuant to Section 7.1(g) (collectively, "Assets").

          (c) The Acquiring Fund shall assume all of the liabilities of the
     Target Fund, whether accrued or contingent, known or unknown, existing at
     the Closing Date, except for the Target Fund's Excluded Liabilities (as
     defined below), if any, pursuant to this Agreement (collectively, with
     respect to each Target Fund separately, "Liabilities"). Each Target Fund
     will use its best efforts to discharge all known Liabilities prior to or at
     the Valuation Date (as defined in Section 2.1(a)) to the extent possible
     and consistent with its own investment objectives and policies and normal
     business operations. If prior to the Closing Date the Acquiring Entity
     identifies a liability that the Acquiring Entity and the Target Entity
     mutually agree should not be assumed by the Acquiring Fund, such liability
     shall be excluded from the definition of Liabilities hereunder and shall be
     listed on a Schedule of Excluded Liabilities to be signed by the Acquiring
     Entity and the Target Entity at Closing and attached to this Agreement as
     Schedule 1.2(c) (the "Excluded Liabilities"). The Assets minus the
     Liabilities of a Target Fund shall be referred to herein as the Target
     Fund's "Net Assets."

          (d) As soon as is reasonably practicable after the Closing, the Target
     Fund will distribute to its shareholders of record ("Target Fund
     Shareholders") the shares of the Acquiring Fund of the corresponding class
     received by the Target Fund pursuant to Section 1.2(a), as set forth in
     Exhibit A, on a pro rata basis within that class, and without further
     notice the outstanding shares of the Target Fund will be redeemed and
     cancelled as permitted by its charter and applicable law, and the Target
     Fund will as promptly as practicable completely liquidate and dissolve.
     Such distribution and liquidation will be accomplished, with respect to
     each class of the Target Fund's shares, by the transfer of the Acquiring
     Fund shares of the corresponding class then credited to


                                      -2-



     the account of the Target Fund on the books of the Acquiring Fund to open
     accounts on the share records of the Acquiring Fund in the names of the
     Target Fund Shareholders of the class. The aggregate net asset value of the
     Acquiring Fund shares to be so credited to the corresponding Target Fund
     Shareholders shall be equal to the aggregate net asset value of the
     corresponding Target Fund's shares owned by the Target Fund Shareholders on
     the Valuation Date. The Acquiring Fund shall not issue certificates
     representing shares in connection with such exchange.

          (e) Ownership of Acquiring Fund shares will be shown on its books, as
     such are maintained by the Acquiring Fund's transfer agent.

2.   VALUATION

     2.1. With respect to each Reorganization:

          (a) The value of the Target Fund's Assets shall be the value of such
     Assets computed as of immediately after the close of regular trading on the
     New York Stock Exchange ("NYSE"), which shall reflect the declaration of
     any dividends, on the business day next preceding the Closing Date (the
     "Valuation Date"), using the Target Fund's valuation procedures established
     by the Target Entity's Board of Trustees, which shall be provided to the
     Acquiring Fund prior to the Valuation Date.

          (b) The net asset value per share of each class of the Acquiring Fund
     shares issued in connection with the Reorganization shall be the net asset
     value per share of the corresponding class of the Target Fund as of the
     close of business on the Valuation Date, provided that, if more than one
     class of shares of the Target Fund is being exchanged for a single class of
     shares of the Acquiring Fund, then the net asset value per share of such
     class of shares of the Acquiring Fund issued in connection with the
     Reorganization shall be the net asset value per share of the corresponding
     class of the Target Fund having attributes most consistent with the
     Acquiring Fund share class, as determined by the Acquiring Fund (the
     "Primary Share Class"), or the net asset value of such other class of
     shares of the Target Fund as the parties may mutually agree.

          (c) The number of shares issued of each class of the Acquiring Fund
     (including fractional shares, if any, rounded to the nearest thousandth) in
     exchange for the Target Fund's Net Assets shall equal the number of shares
     of the corresponding class of the Target Fund outstanding as of the
     Valuation Time, provided that if two or more classes of shares of the
     Target Fund are exchanged for a single class of shares of the Acquiring
     Fund, then the number of Acquiring Fund shares issued with respect to each
     such Target Fund class, other than the Primary Share Class, shall equal the
     quotient of the net asset value of such class divided by the net asset
     value per share of the Primary Share Class, all as of the Valuation Time.

          (d) All computations of value shall be made by the Target Fund's
     designated recordkeeping agent using the valuation procedures described in
     this Section 2 and shall be subject to review by the Acquiring Fund's
     recordkeeping agent and, if requested by either the Target Entity or the
     Acquiring Entity, by the independent registered public accountant of the
     requesting party.


                                      -3-



3.   CLOSING AND CLOSING DATE

     3.1. Each Reorganization shall close on June 1, 2010 or such other date as
the parties may agree with respect to any or all Reorganizations (the "Closing
Date"). All acts taking place at the closing of a Reorganization ("Closing")
shall be deemed to take place simultaneously as of immediately prior to the
opening of regular trading on the NYSE on the Closing Date of that
Reorganization unless otherwise agreed to by the parties (the "Closing Time").
The Closing of each Reorganization shall be held in person, by facsimile, email
or such other communication means as the parties may reasonably agree.

     3.2. With respect to each Reorganization:

          (a) The Target Fund's portfolio securities, investments or other
     assets that are represented by a certificate or other written instrument
     shall be transferred and delivered by the Target Fund as of the Closing
     Date to the Acquiring Fund's Custodian for the account of the Acquiring
     Fund duly endorsed in proper form for transfer and in such condition as to
     constitute good delivery thereof. The Target Fund shall direct the Target
     Fund's custodian (the "Target Custodian") to deliver to the Acquiring
     Fund's Custodian as of the Closing Date by book entry, in accordance with
     the customary practices of Target Custodian and any securities depository
     (as defined in Rule 17f-4 under the Investment Company Act of 1940, as
     amended (the "1940 Act")), in which the Assets are deposited, the Target
     Fund's portfolio securities and instruments so held. The cash to be
     transferred by a Target Fund shall be delivered to the Acquiring Fund's
     Custodian by wire transfer of federal funds or other appropriate means on
     the Closing Date. If the Target Fund is unable to make such delivery on the
     Closing Date in the manner contemplated by this Section for the reason that
     any of such securities or other investments purchased prior to the Closing
     Date have not yet been delivered to the Target Fund or its broker, then the
     Acquiring Fund may, in its sole discretion, waive the delivery requirements
     of this Section with respect to said undelivered securities or other
     investments if the Target Fund has, by or on the Closing Date, delivered to
     the Acquiring Fund or its Custodian executed copies of an agreement of
     assignment and escrow and due bills executed on behalf of said broker or
     brokers, together with such other documents as may be required by the
     Acquiring Fund or its Custodian, such as brokers' confirmation slips.

          (b) The Target Entity shall direct the Target Custodian for each
     Target Fund to deliver, at the Closing, a certificate of an authorized
     officer stating that (i) except as permitted by Section 3.2(a), the Assets
     have been delivered in proper form to the Acquiring Fund no later than the
     Closing Time on the Closing Date, and (ii) all necessary taxes in
     connection with the delivery of the Assets, including all applicable
     Federal, state and foreign stock transfer stamps, if any, have been paid or
     provision for payment has been made.

          (c) At such time prior to the Closing Date as the parties mutually
     agree, the Target Fund shall provide (i) instructions and related
     information to the Acquiring Fund or its transfer agent with respect to the
     Target Fund Shareholders, including names, addresses, dividend reinvestment
     elections and tax withholding status of the Target Fund Shareholders as of
     the date agreed upon (such information to be updated as of the Closing
     Date, as necessary) and (ii) the information and documentation maintained
     by the Target Fund or its agents relating to the identification and


                                      -4-



     verification of the Target Fund Shareholders under the USA PATRIOT ACT and
     other applicable anti-money laundering laws, rules and regulations (the
     "AML Documentation") and such other information as the Acquiring Fund may
     reasonably request. The Acquiring Fund and its transfer agent shall have no
     obligation to inquire as to the validity, propriety or correctness of any
     such instruction, information or documentation, but shall, in each case,
     assume that such instruction, information or documentation is valid,
     proper, correct and complete.

          (d) The Target Entity shall direct each applicable transfer agent for
     a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring
     Fund at the Closing a certificate of an authorized officer stating that its
     records, as provided to the Acquiring Entity, contain the names and
     addresses of the Target Fund Shareholders and the number of outstanding
     shares of each class owned by each such shareholder immediately prior to
     the Closing. The Acquiring Fund shall issue and deliver to the Secretary of
     the Target Fund a confirmation evidencing the Acquiring Fund shares to be
     credited on the Closing Date, or provide other evidence satisfactory to the
     Target Entity that such Acquiring Fund shares have been credited to the
     Target Fund Shareholders' accounts on the books of the Acquiring Fund. At
     the Closing, each party shall deliver to the other such bills of sale,
     checks, assignments, certificates, if any, receipts or other documents as
     such other party or its counsel may reasonably request.

          (e) In the event that on the Valuation Date or the Closing Date (a)
     the NYSE or another primary trading market for portfolio securities of the
     Target Fund (each, an "Exchange") shall be closed to trading or trading
     thereupon shall be restricted, or (b) trading or the reporting of trading
     on such Exchange or elsewhere shall be disrupted so that, in the judgment
     of the Board of Trustees/Directors of the Acquiring Entity or the Target
     Entity or the authorized officers of either of such entities, accurate
     appraisal of the value of the net assets of the Acquiring Fund or the
     Target Fund, respectively, is impracticable, the Closing Date shall be
     postponed until the first business day after the day when trading shall
     have been fully resumed and reporting shall have been restored.

4.   REPRESENTATIONS AND WARRANTIES

     4.1. Each Target Entity, on behalf of itself or, where applicable a Target
Fund, represents and warrants to its corresponding Acquiring Entity and
Acquiring Fund as follows:

          (a) The Target Entity is duly organized or, where applicable, the
     Target Fund is duly organized as a series of the Target Entity, which is an
     entity of the type and organized under the laws of the jurisdiction as set
     forth on Exhibit B, in each case validly existing and in good standing and
     with power under the Target Entity's governing documents (including
     bylaws), as applicable ("Governing Documents"), to own all of its Assets,
     to carry on its business as it is now being conducted and to enter into
     this Agreement and perform its obligations hereunder;

          (b) The Target Entity is a registered investment company classified as
     a management company of the open-end type, and its registration with the
     U.S. Securities and Exchange Commission (the "Commission") as an investment
     company under the 1940 Act, and the registration of the shares of the
     Target Fund under the Securities Act of 1933, as amended ("1933 Act"), are
     in full force and effect;


                                      -5-



          (c) No consent, approval, authorization, or order of any court or
     governmental authority or the Financial Industry Regulatory Authority
     ("FINRA") is required for the consummation by the Target Fund and the
     Target Entity of the transactions contemplated herein, except such as have
     been obtained under the 1933 Act, the Securities Exchange Act of 1934, as
     amended ("1934 Act"), the 1940 Act and state securities laws;

          (d) The current prospectus and statement of additional information of
     the Target Fund and each prospectus and statement of additional information
     of the Target Fund used at all times between October 1, 2001 and the date
     of this Agreement conforms or conformed at the time of its use in all
     material respects to the applicable requirements of the 1933 Act and the
     1940 Act and the rules and regulations of the Commission thereunder and
     does not or did not at the time of its use include any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not materially misleading;

          (e) The Target Fund is in compliance in all material respects with the
     applicable investment policies and restrictions set forth in the Target
     Fund's prospectus and statement of additional information and the value of
     the net assets of the Target Fund is determined using portfolio valuation
     methods that comply in all material respects with the requirements of the
     1940 Act and the rules and regulations of the Commission thereunder and the
     pricing and valuation policies of the Target Fund and there have been no
     material miscalculations of the net asset value of the Target Fund or the
     net asset value per share of the Target Fund (or any class thereof) during
     the twelve month period preceding the date hereof which would have a
     material adverse effect on such Target Fund or its properties or assets;

          (f) Except as otherwise disclosed to and accepted, in writing, by or
     on behalf of the Acquiring Fund, the Target Fund will on the Closing Date
     have good title to the Assets and full right, power, and authority to sell,
     assign, transfer and deliver such Assets free of adverse claims, including
     any liens or other encumbrances, and upon delivery and payment for such
     Assets, the Acquiring Fund will acquire good title thereto, free of adverse
     claims and subject to no restrictions on the full transfer thereof,
     including, without limitation, such restrictions as might arise under the
     1933 Act;

          (g) Except as otherwise disclosed to and accepted, in writing, by or
     on behalf of the Acquiring Fund, the Target Fund is not engaged currently,
     and the execution, delivery and performance of this Agreement will not
     result, in (i) a material violation of the Target Entity's Governing
     Documents or of any agreement, indenture, instrument, contract, lease or
     other undertaking to which the Target Fund or the Target Entity is a party
     or by which it is bound, or (ii) the acceleration of any obligation, or the
     imposition of any lien, encumbrance, penalty or additional fee under any
     agreement, indenture, instrument, contract, lease, judgment or decree to
     which the Target Fund or Target Entity is a party or by which it is bound;

          (h) Except as otherwise disclosed to and accepted, in writing, by or
     on behalf of the Acquiring Fund, all material contracts or other
     commitments of the Target Fund (other than this Agreement and certain
     investment contracts, including swap agreements, options, futures and
     forward contracts) will terminate with respect to the Target Fund without
     liability to the Target


                                      -6-



     Fund or may otherwise be assigned to the Acquiring Fund without the payment
     of any fee (penalty or otherwise) or acceleration of any obligations of the
     Target Fund on or prior to the Closing Date;

          (i) Except as otherwise disclosed in writing to and accepted by or on
     behalf of the Acquiring Fund, no litigation or administrative proceeding or
     investigation of or before any court, tribunal, arbitrator, governmental
     body or FINRA is presently pending or, to the Target Fund's knowledge,
     threatened against the Target Fund that, if adversely determined, would
     materially and adversely affect the Target Fund's financial condition or
     the conduct of its business. The Target Fund and the Target Entity, without
     any special investigation or inquiry, know of no facts that might form the
     basis for the institution of such proceedings and neither the Target Entity
     nor the Target Fund is a party to or subject to the provisions of any
     order, decree or judgment of any court, governmental body or FINRA that
     materially and adversely affects its business or its ability to consummate
     the transactions herein contemplated;

          (j) The financial statements of the Target Fund for the Target Fund's
     most recently completed fiscal year have been audited by the independent
     registered public accounting firm identified in the Target Fund's
     prospectus or statement of additional information included in the Target
     Fund's registration statement on Form N-1A (the "Prospectus" and "Statement
     of Additional Information"). Such statements, as well as the unaudited,
     semi-annual financial statements for the semi-annual period next succeeding
     the Target Fund's most recently completed fiscal year, if any, were
     prepared in accordance with accounting principles generally accepted in the
     United States of America ("GAAP") consistently applied, and such statements
     (copies of which have been furnished or made available to the Acquiring
     Fund) present fairly, in all material respects, the financial condition of
     the Target Fund as of such date in accordance with GAAP, and there are no
     known contingent liabilities of the Target Fund required to be reflected on
     a balance sheet (including the notes thereto) in accordance with GAAP as of
     such date not disclosed therein;

          (k) Since the last day of the Target Fund's most recently completed
     fiscal year, there has not been any material adverse change in the Target
     Fund's financial condition, assets, liabilities or business, other than
     changes occurring in the ordinary course of business, except as otherwise
     disclosed to and accepted by the Acquiring Fund in writing. For the
     purposes of this subparagraph, a decline in net asset value due to declines
     in market values of securities held by the Target Fund, the redemption of
     the Target Fund's shares by shareholders of the Target Fund or the
     discharge of the Target Fund's ordinary course liabilities shall not
     constitute a material adverse change;

          (l) On the Closing Date, all material Returns (as defined below) of
     the Target Fund required by law to have been filed by such date (including
     any extensions) shall have been filed and are or will be true, correct and
     complete in all material respects, and all Taxes (as defined below) shown
     as due or claimed to be due by any government entity shall have been paid
     or provision has been made for the payment thereof. To the Target Fund's
     knowledge, no such Return is currently under audit by any Federal, state,
     local or foreign Tax authority; no assessment has been asserted with
     respect to such Returns; there are no levies, liens or other encumbrances
     on the Target Fund or its assets resulting from the non-payment of any
     Taxes; no waivers of the


                                      -7-



     time to assess any such Taxes are outstanding nor are any written requests
     for such waivers pending; and adequate provision has been made in the
     Target Fund financial statements for all Taxes in respect of all periods
     ended on or before the date of such financial statements. As used in this
     Agreement, "Tax" or "Taxes" means (i) any tax, governmental fee or other
     like assessment or charge of any kind whatsoever (including, but not
     limited to, withholding on amounts paid to or by any person), together with
     any interest, penalty, addition to tax or additional amount imposed by any
     governmental authority (domestic or foreign) responsible for the imposition
     of any such tax. "Return" means reports, returns, information returns,
     elections, agreements, declarations, or other documents of any nature or
     kind (including any attached schedules, supplements and additional or
     supporting material) filed or required to be filed with respect to Taxes,
     including any claim for refund, amended return or declaration of estimated
     Taxes (and including any amendments with respect thereto);

          (m) The Target Fund has elected to be a regulated investment company
     under Subchapter M of the Code and is a fund that is treated as a separate
     corporation under Section 851(g) of the Code. The Target Fund has qualified
     for treatment as a regulated investment company for each taxable year since
     inception that has ended prior to the Closing Date and will have satisfied
     the requirements of Part I of Subchapter M of the Code to maintain such
     qualification for the period beginning on the first day of its current
     taxable year and ending on the Closing Date. If Target Fund serves as a
     funding vehicle for variable contracts (life insurance or annuity), Target
     Fund, with respect to each of its taxable years that has ended prior to the
     Closing Date during which it has served as such a funding vehicle, has
     satisfied the diversification requirements of Section 817(h) of the Code
     and will continue to satisfy the requirements of Section 817(h) of the Code
     for the period beginning on the first day of its current taxable year and
     ending on the Closing Date. In order to (i) ensure continued qualification
     of the Target Fund for treatment as a "regulated investment company" for
     tax purposes and (ii) eliminate any tax liability of the Target Fund
     arising by reason of undistributed investment company taxable income or net
     capital gain, the Target Fund, unless the Target Fund has been advised by
     the Acquiring Fund that the Acquiring Fund will deliver an opinion of
     counsel that the Reorganization qualifies as a reorganization under Section
     368(a)(1)(F) as provided by Section 8.6 below, before the Closing Date will
     declare on or prior to the Valuation Date to the shareholders of Target
     Fund a dividend or dividends that, together with all previous such
     dividends, shall have the effect of distributing (A) all of Target Fund's
     investment company taxable income (determined without regard to any
     deductions for dividends paid) for the taxable year ended prior to the
     Closing Date and substantially all of such investment company taxable
     income for the short taxable year beginning on the first day of its current
     taxable year and ending on the Closing Date and (B) all of Target Fund's
     net capital gain recognized in its taxable year ended prior to the Closing
     Date and substantially all of any such net capital gain recognized in such
     short taxable year (in each case after reduction for any capital loss
     carryover);

          (n) All issued and outstanding shares of the Target Fund are, and on
     the Closing Date will be, duly and validly issued and outstanding, fully
     paid and non-assessable by the Target Entity and, in every state where
     offered or sold, such offers and sales have been in compliance in all
     material respects with applicable registration and/or Notice requirements
     of the 1933 Act and state and District of Columbia securities laws. All of
     the issued and outstanding shares of the Target Fund will, at the time of
     Closing, be held by the persons and in the amounts set forth in the records
     of


                                      -8-



     the Target Transfer Agent, on behalf of the Target Fund. The Target Fund
     does not have outstanding any options, warrants or other rights to
     subscribe for or purchase any of the shares of the Target Fund, nor is
     there outstanding any security convertible into any of the Target Fund's
     shares, except for the automatic conversion right of holders of Class B and
     Class P shares, as applicable, of the Target Fund to convert to Class A
     shares in accordance with the terms set forth in the Target Fund's
     Prospectus and Statement of Additional Information and Governing Documents;

          (o) The execution, delivery and performance of this Agreement will
     have been duly authorized prior to the Closing Date by all necessary
     action, if any, on the part of the directors or trustees, as applicable, of
     the Target Entity and, subject to the approval of the shareholders of the
     Target Fund and the due authorization, execution and delivery of this
     Agreement by the other parties hereto, this Agreement will constitute a
     valid and binding obligation of the Target Fund, enforceable in accordance
     with its terms, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization, moratorium and other laws relating to or affecting
     creditors' rights and to general equity principles;

          (p) As of the date of this Agreement or within a certain time
     thereafter as mutually agreed by the parties, the Target Fund has provided
     the Acquiring Fund with all information relating to the Target Fund
     reasonably necessary for the preparation of the N-14 Registration Statement
     (as defined in Section 5.1(b) hereof), in compliance with the 1933 Act, the
     1934 Act and the 1940 Act in connection with the meeting of shareholders of
     the Target Fund to approve this Agreement and the transactions contemplated
     hereby. As of the effective date of the N-14 Registration Statement, the
     date of the meeting of shareholders of the Target Fund and the Closing
     Date, such information provided by any Target Fund will not contain any
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which such statements were made, not
     misleading; provided, however, that the representations and warranties in
     this subparagraph shall not apply to statements in or omissions from the
     N-14 Registration Statement made in reliance upon and in conformity with
     information that was furnished by the Acquiring Fund for use therein;

          (q) The books and records of the Target Fund are true and correct in
     all material respects and contain no material omissions with respect to
     information required to be maintained under the laws, rules and regulations
     applicable to the Target Fund;

          (r) The Target Entity is not under the jurisdiction of a court in a
     Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
     Code; and

          (s) The Target Fund has no unamortized or unpaid organizational fees
     or expenses.

     4.2. Each Acquiring Entity, on behalf of the Acquiring Fund, represents and
warrants to its corresponding Target Entity and Target Fund as follows:

          (a) The Acquiring Fund is duly organized as a series of the Acquiring
     Entity, which is a statutory trust duly formed, validly existing, and in
     good standing under the laws of the State of Delaware, with power under its
     Amended and Restated Agreement and Declaration of Trust or


                                      -9-



     Second Amended and Restated Agreement and Declaration of Trust, as
     applicable, in each case, as amended (the "Agreement and Declaration of
     Trust"), to own all of its properties and assets and to carry on its
     business as it is now being, and as it is contemplated to be, conducted and
     to enter into this Agreement and perform its obligations hereunder;

          (b) The Acquiring Entity is a registered investment company classified
     as a management company of the open-end type, and its registration with the
     Commission as an investment company under the 1940 Act and the registration
     of shares of the Acquiring Fund under the 1933 Act are in full force and
     effect;

          (c) No consent, approval, authorization, or order of any court,
     governmental authority or FINRA is required for the consummation by the
     Acquiring Fund of the transactions contemplated herein, except such as have
     been or will be (at or prior to the Closing Date) obtained under the 1933
     Act, the 1934 Act, the 1940 Act and state securities laws;

          (d) The prospectus and statement of additional information of the
     Acquiring Fund to be used in connection with the Reorganization will
     conform at the time of their use in all material respects to the applicable
     requirements of the 1933 Act and the 1940 Act and the rules and regulations
     of the Commission thereunder and will not include any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading;

          (e) On the Closing Date, the Acquiring Fund will have no assets other
     than nominal capital contributed by Invesco or its affiliates;

          (f) The Acquiring Fund is not engaged currently, and the execution,
     delivery and performance of this Agreement will not result, in (i) a
     material violation of the Acquiring Entity's Agreement and Declaration of
     Trust or by-laws or of any agreement, indenture, instrument, contract,
     lease or other undertaking to which the Acquiring Fund or the Acquiring
     Entity is a party or by which it is bound, or (ii) the acceleration of any
     obligation, or the imposition of any lien, encumbrance, penalty, or
     additional fee under any agreement, indenture, instrument, contract, lease,
     judgment or decree to which the Acquiring Fund or the Acquiring Entity is a
     party or by which it is bound;

          (g) Except as otherwise disclosed in writing to and accepted by or on
     behalf of the Target Fund, no litigation or administrative proceeding or
     investigation of or before any court, tribunal, arbitrator, governmental
     body or FINRA is presently pending or, to the Acquiring Fund's knowledge,
     threatened against the Acquiring Fund that, if adversely determined, would
     materially and adversely affect the Acquiring Fund's financial condition or
     the conduct of its business. The Acquiring Fund and the Acquiring Entity,
     without any special investigation or inquiry, know of no facts that might
     form the basis for the institution of such proceedings and neither the
     Acquiring Entity nor the Acquiring Fund is a party to or subject to the
     provisions of any order, decree or judgment of any court, governmental body
     or FINRA that materially and adversely affects its business or its ability
     to consummate the transactions herein contemplated;

          (h) The Acquiring Fund is, and will be at the time of Closing, a new
     series portfolio of the Acquiring Entity created within the last 12 months,
     without assets (other than seed capital) or


                                      -10-



     liabilities, formed for the purpose of receiving the Assets and assuming
     the Liabilities of the Target Fund in connection with the Reorganization
     and, accordingly, the Acquiring Fund has not prepared books of account and
     related records or financial statements or issued any shares except those
     issued in a private placement to Invesco or its affiliate to secure any
     required initial shareholder approvals;

          (i) On the Closing Date, all material Returns of the Acquiring Fund
     required by law to have been filed by such date (including any extensions)
     shall have been filed and are or will be true, correct and complete in all
     material respects, and all Taxes shown as due or claimed to be due by any
     government entity shall have been paid or provision has been made for the
     payment thereof. To the Acquiring Fund's knowledge, no such Return is
     currently under audit by any Federal, state, local or foreign Tax
     authority; no assessment has been asserted with respect to such Returns;
     there are no levies, liens or other encumbrances on the Acquiring Fund or
     its assets resulting from the non-payment of any Taxes; and no waivers of
     the time to assess any such Taxes are outstanding nor are any written
     requests for such waivers pending;

          (j) The Acquiring Fund was formed for the purpose of the respective
     Reorganization and intends to elect to be a regulated investment company
     under Subchapter M of the Code and is a fund that is treated as a separate
     corporation under Section 851(g) of the Code. The Acquiring Fund has
     qualified for treatment as a regulated investment company for each taxable
     year since inception that has ended prior to the Closing Date and will
     satisfy the requirements of Part I of Subchapter M of the Code to maintain
     qualification as a regulated investment company beginning on the first day
     of its current taxable year. The Acquiring Fund has no earnings or profits
     accumulated in any taxable year in which the provisions of Subchapter M of
     the Code did not apply to it. If the Acquiring Fund serves as a funding
     vehicle for variable contracts (life insurance or annuity), the Acquiring
     Fund, with respect to each of its taxable years that has ended prior to the
     Closing Date during which it has served as such a funding vehicle, has
     satisfied the diversification requirements of Section 817(h) of the Code
     and will continue to satisfy the requirements of Section 817(h) of the Code
     for the period beginning on the first day of its current taxable year and
     ending on the Closing Date;

          (k) All issued and outstanding Acquiring Fund shares are, and on the
     Closing Date will be, duly authorized and validly issued and outstanding,
     fully paid and non-assessable by the Acquiring Entity and, in every state
     where offered or sold, all offers and sales have been in compliance in all
     material respects with applicable registration and/or notice requirements
     of the 1933 Act and state and District of Columbia securities laws. The
     Acquiring Fund does not have and will not have outstanding as of the
     Closing Date any options, warrants or other rights to subscribe for or
     purchase any Acquiring Fund shares (other than rights presented by this
     contract), nor is there outstanding any security convertible into any
     Acquiring Fund shares;

          (l) The execution, delivery and performance of this Agreement will
     have been duly authorized prior to the Closing Date by all necessary
     action, if any, on the part of the trustees of the Acquiring Entity, on
     behalf of the Acquiring Fund, and subject to the approval of shareholders
     of the Target Fund and the due authorization, execution and delivery of the
     Agreement by the other parties thereto, this Agreement will constitute a
     valid and binding obligation of the Acquiring Fund, enforceable in
     accordance with its terms, subject, as to


                                      -11-



     enforcement, to bankruptcy, insolvency, reorganization, moratorium and
     other laws relating to or affecting creditors' rights and to general equity
     principles;

          (m) The shares of the Acquiring Fund to be issued and delivered to the
     Target Fund, for the account of the Target Fund Shareholders, pursuant to
     the terms of this Agreement, will on the Closing Date have been duly
     authorized and, when so issued and delivered, will be duly and validly
     issued Acquiring Fund shares, and, upon receipt of the Target Fund's Assets
     in accordance with the terms of this Agreement, will be fully paid and
     non-assessable by the Acquiring Entity;

          (n) The Acquiring Entity is not under the jurisdiction of a court in a
     Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
     Code;

          (o) The Acquiring Fund has no unamortized or unpaid organizational
     fees or expenses for which it does not expect to be reimbursed by Invesco
     or its affiliates; and

          (p) As of the effective date of the N-14 Registration Statement, the
     date of the meeting of shareholders of the Target Fund and the Closing
     Date, the information provided by any Acquiring Fund for use in the N-14
     Registration Statement will not contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which such statements were made, not misleading; provided, however,
     that the representations and warranties in this subparagraph shall not
     apply to statements in or omissions from the N-14 Registration Statement
     made in reasonable reliance upon and in conformity with information that
     was furnished by the Target Fund for use therein.

5.   COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND

     5.1. With respect to each Reorganization:

          (a) The Acquiring Fund and the Target Fund each: (i) will operate its
     business in the ordinary course and substantially in accordance with past
     practices between the date hereof and the Closing Date for the
     Reorganization, it being understood that such ordinary course of business
     may include the declaration and payment of customary dividends and
     distributions, and any other distribution that may be advisable, and (ii)
     shall use its reasonable best efforts to preserve intact its business
     organization and material assets and maintain the rights, franchises and
     business and customer relations necessary to conduct the business
     operations of the Acquiring Fund or the Target Fund, as appropriate, in the
     ordinary course in all material respects.

          (b) The parties hereto shall cooperate in preparing, and the Acquiring
     Entity shall file with the Commission, a registration statement on Form
     N-14 under the 1933 Act which shall properly register the Acquiring Fund
     shares to be issued in connection with the Reorganization and include a
     proxy statement with respect to the votes of the shareholders of the Target
     Fund to approve the Reorganization (the "N-14 Registration Statement").

          (c) The Target Entity will call a meeting of the shareholders of the
     Target Fund to consider and act upon this Agreement and to take all other
     action necessary to obtain approval of the


                                      -12-



     transactions contemplated herein. The Target Entity shall, through its
     board of directors/trustees, if considered by such director/trustees to be
     consistent with their fiduciary obligations, recommend to the shareholders
     of the Target Fund approval of this Agreement.

          (d) The Target Fund covenants that the Acquiring Fund shares to be
     issued pursuant to this Agreement are not being acquired for the purpose of
     making any distribution thereof, other than in accordance with the terms of
     this Agreement.

          (e) The Target Fund will assist the Acquiring Fund in obtaining such
     information as the Acquiring Fund reasonably requests concerning the
     beneficial ownership of the Target Fund's shares.

          (f) The Target Entity will provide the Acquiring Fund with (1) a
     statement of the respective tax basis and holding period of all investments
     to be transferred by the Target Fund to the Acquiring Fund, (2) a copy
     (which may be in electronic form) of the shareholder ledger accounts
     including, without limitation, the name, address and taxpayer
     identification number of each shareholder of record, the number of shares
     of beneficial interest held by each shareholder, the dividend reinvestment
     elections applicable to each shareholder, and the backup withholding and
     nonresident alien withholding certifications, notices or records on file
     with the Target Fund with respect to each shareholder, for all of the
     shareholders of record of the Target Fund as of the close of business on
     the Valuation Date, who are to become holders of the Acquiring Fund as a
     result of the transfer of Assets (the "Target Fund Shareholder
     Documentation"), certified by its transfer agent or its President or
     Vice-President to the best of their knowledge and belief, (3) all FIN 48
     work papers and supporting statements pertaining to the Target Fund (the
     "FIN 48 Workpapers"), and (4) the tax books and records of the Target Fund
     for purposes of preparing any returns required by law to be filed for tax
     periods ending after the Closing Date. The information to be provided under
     (1) of this sub-section shall be provided as soon as reasonably practicable
     after the Closing but in any event not later than twenty (20) business days
     after Closing and the information to be provided under (2) through (4) of
     this sub-section shall be provided at or prior to the Closing.

          (g) Subject to the provisions of this Agreement, the Acquiring Fund
     and the Target Fund will each take, or cause to be taken, all action, and
     do or cause to be done all things, reasonably necessary, proper or
     advisable to consummate and make effective the transactions contemplated by
     this Agreement.

          (h) As soon as is reasonably practicable after the Closing, the Target
     Fund will make one or more liquidating distributions to its shareholders
     consisting of the applicable class of shares of the Acquiring Fund received
     at the Closing, as set forth in Section 1.2(d) hereof.

          (i) The Acquiring Fund and the Target Fund shall each use their
     reasonable best efforts prior to Closing to fulfill or obtain the
     fulfillment of the conditions precedent to effect the transactions
     contemplated by this Agreement.

          (j) The Target Fund shall, from time to time, as and when reasonably
     requested by the Acquiring Fund, execute and deliver or cause to be
     executed and delivered all such assignments and other instruments, and will
     take or cause to be taken such further action, as the Acquiring


                                      -13-



     Fund may reasonably deem necessary or desirable in order to vest in and
     confirm the Acquiring Fund's title to and possession of all the Assets and
     otherwise to carry out the intent and purpose of this Agreement.

          (k) The Acquiring Fund will use all reasonable efforts to obtain the
     approvals and authorizations required by the 1933 Act, the 1940 Act and
     such of the state blue sky or securities laws as may be necessary in order
     to continue its operations after the Closing Date.

          (l) A statement of the earnings and profits (accumulated and current)
     of the Target Fund for federal income tax purposes that will be carried
     over to the Acquiring Fund as a result of Section 381 of the Code will be
     provided to the Acquiring Fund prior to Closing if the Target Fund's most
     recent fiscal year ended on or before December 31, 2009, otherwise within
     ninety (90) days after the Closing Date.

          (m) It is the intention of the parties that each Reorganization will
     qualify as a reorganization with the meaning of Section 368(a) of the Code.
     None of the parties to this Agreement shall take any action or cause any
     action to be taken (including, without limitation the filing of any tax
     return) that is inconsistent with such treatment or results in the failure
     of a Reorganization to qualify as a reorganization with the meaning of
     Section 368(a) of the Code.

          (n) Any reporting responsibility of the Target Fund, including, but
     not limited to, the responsibility for filing regulatory reports, tax
     returns relating to tax periods ending on or prior to the Closing Date
     (whether due before or after the Closing Date), or other documents with the
     Commission, any state securities commission, and any Federal, state or
     local tax authorities or any other relevant regulatory authority, is and
     shall remain the responsibility of the Target Fund.

          (o) On or prior to the signing of this Agreement or within twenty (20)
     business days thereafter, the Target Fund shall have delivered to the
     Acquiring Fund copies of: (1) the federal, state and local income tax
     returns filed by or on behalf of the Target Fund for the prior three (3)
     taxable years; (2) any of the following that have been issued to or for the
     benefit of or that otherwise affect the Target Fund and which have
     continuing relevance: (a) rulings, determinations, holdings or opinions
     issued by any federal, state, local or foreign tax authority and (b) legal
     opinions; and (3) any organizational documents, including without
     limitation, the declarations of trust, articles of incorporation and
     bylaws, together with the board meeting minutes and consent of directors or
     trustees and shareholders with respect to any wholly-owned subsidiaries of
     the Target Fund.

          (p) The contingent deferred sales charge ("CDSC") applicable to Class
     B and Class C shares of the Acquiring Fund issued in connection with the
     Reorganization will be calculated based on the CDSC schedule of Class B and
     Class C shares, respectively, of the Target Fund and, for purposes of
     calculating the CDSC, recipients of such Class B and Class C shares of the
     Acquiring Fund shall be deemed to have acquired such shares


                                      -14-



     on the date(s) that the corresponding shares of the Target Fund were
     acquired by the shareholder.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

     6.1. With respect to each Reorganization, the obligations of the Target
Entity, on behalf of the Target Fund, to consummate the transactions provided
for herein shall be subject, at the Target Fund's election, to the performance
by the Acquiring Fund of all the obligations to be performed by it hereunder on
or before the Closing Date, and, in addition thereto, the following further
conditions:

          (a) All representations and warranties of the Acquiring Fund and the
     Acquiring Entity contained in this Agreement shall be true and correct in
     all material respects as of the date hereof and, except as they may be
     affected by the transactions contemplated by this Agreement, as of the
     Closing Date, with the same force and effect as if made on and as of the
     Closing Date;

          (b) The Acquiring Entity shall have delivered to the Target Fund on
     the Closing Date a certificate executed in its name by its President or
     Vice President and Treasurer, in form and substance reasonably satisfactory
     to Target Fund and dated as of the Closing Date, to the effect that the
     representations and warranties of or with respect to the Acquiring Fund
     made in this Agreement are true and correct at and as of the Closing Date,
     except as they may be affected by the transactions contemplated by this
     Agreement;

          (c) The Acquiring Entity and the Acquiring Fund shall have performed
     all of the covenants and complied with all of the provisions required by
     this Agreement to be performed or complied with by the Acquiring Entity and
     the Acquiring Fund, on or before the Closing Date;

          (d) The Target Fund and the Acquiring Fund shall have agreed on the
     number of full and fractional shares of each class of the Acquiring Fund to
     be issued in connection with the Reorganization after such number has been
     calculated in accordance with Section 1.2 hereto; and

          (e) The Target Entity shall have received on the Closing Date the
     opinion of Stradley Ronon Stevens & Young, LLP ("Stradley Ronon"), counsel
     to the Acquiring Entity (which may rely on certificates of officers or
     trustees of the Acquiring Entity), dated as of the Closing Date, covering
     the following points:

               (i) The Acquiring Entity is a statutory trust duly formed,
          validly existing and in good standing under the laws of the State of
          Delaware and has the trust power to own all of the Acquiring Fund's
          properties and assets and to carry on its business, including that of
          the Acquiring Fund, as a registered investment company;

               (ii) The Acquiring Entity is a registered investment company
          classified as a management company of the open-end type with respect
          to each series of shares it offers, including the Acquiring Fund,
          under the 1940 Act, and its registration with the Commission as an
          investment company under the 1940 Act is in full force and effect;


                                      -15-



               (iii) The Agreement has been duly authorized by the Acquiring
          Entity on behalf of the Acquiring Fund and, assuming due
          authorization, execution and delivery of the Agreement by the Target
          Entity, the Target Fund, MSIM, MSIA and VKAM, is a valid and binding
          obligation of the Acquiring Entity, on behalf of the Acquiring Fund,
          enforceable against it in accordance with its terms, subject, as to
          enforcement, to bankruptcy, insolvency, fraudulent conveyance,
          reorganization, receivership, moratorium and other similar laws
          relating to or affecting creditors' rights generally, general equity
          principles (whether considered in a proceeding in equity or at law)
          and to an implied covenant of good faith and fair dealing;

               (iv) The Acquiring Fund shares to be issued to the Target Fund
          Shareholders as provided by this Agreement are duly authorized, upon
          such delivery will be validly issued and upon receipt of the Target
          Fund's Assets will be fully paid and non-assessable by the Acquiring
          Entity and no shareholder of an Acquiring Fund has any preemptive
          rights to subscription or purchase in respect thereof; and

               (v) The execution and delivery of the Agreement did not, and the
          consummation of the transactions contemplated hereby will not, result
          in a violation of the Acquiring Entity's Agreement and Declaration of
          Trust or By-Laws or a breach or default under any agreement pertaining
          to the Acquiring Fund identified as an exhibit in Part C of the
          registration statement on Form N-1A last filed by Acquiring Entity or,
          to the knowledge of such counsel, result in the acceleration of any
          obligation or the imposition of any penalty under any such agreement.

7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

     7.1. With respect to each Reorganization, the obligations of the Acquiring
Entity, on behalf of the Acquiring Fund, to complete the transactions provided
for herein shall be subject, at the Acquiring Fund's election, to the
performance by the Target Fund of all of the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the following
conditions:

          (a) All representations and warranties of the Target Entity and the
     Target Fund contained in this Agreement shall be true and correct in all
     material respects as of the date hereof and, except as they may be affected
     by the transactions contemplated by this Agreement, as of the Closing Date,
     with the same force and effect as if made on and as of the Closing Date;

          (b) The Target Entity, on behalf of the Target Fund, shall have
     delivered to the Acquiring Entity on the Closing Date (i) a statement of
     the Target Fund's Assets, together with a list of portfolio securities of
     the Target Fund, as of the Closing Date, certified by the Treasurer of the
     Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the
     AML Documentation and (iv) to the extent permitted by applicable law, all
     information pertaining to, or necessary or useful in the calculation or
     demonstration of, the investment performance of the Target Fund;

          (c) The Target Entity shall have delivered to the Acquiring Entity on
     the Closing Date a certificate executed in its name by its President or
     Vice President and Treasurer, in form and substance satisfactory to the
     Acquiring Fund and dated as of the Closing Date, to the effect that


                                      -16-



     the representations and warranties of or with respect to the Target Fund
     made in this Agreement are true and correct at and as of the Closing Date,
     except as they may be affected by the transactions contemplated by this
     Agreement, and as to such other matters as the Acquiring Fund shall
     reasonably request;

          (d) The Target Custodian and the Target Transfer Agent shall have
     delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this
     Agreement, respectively, and the Target Transfer Agent or the Target Fund's
     President or Vice President shall have delivered the certificate
     contemplated by Section 5.1(f) of this Agreement, each duly executed by an
     authorized officer of the Target Custodian, the Target Transfer Agent, the
     Target Fund's President or the Target Fund's Vice President, as applicable;

          (e) The Target Entity and the Target Fund shall have performed all of
     the covenants and complied with all of the provisions required by this
     Agreement to be performed or complied with by the Target Entity and the
     Target Fund, on or before the Closing Date;

          (f) The Target Fund and the Acquiring Fund shall have agreed on the
     number of full and fractional shares of each class of the Acquiring Fund
     set forth on Exhibit A hereto to be issued in connection with the
     Reorganization after such number has been calculated in accordance with
     Section 1.2 hereto;

          (g) Unless the Target Fund has been advised by the Acquiring Fund that
     the Acquiring Fund will deliver an opinion of counsel that the
     Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F)
     of the Code, the Target Fund shall have declared and paid a distribution or
     distributions prior to the Closing that, together with all previous
     distributions, shall have the effect of distributing to its shareholders
     (i) all of its investment company taxable income (determined without regard
     to any deductions for dividends paid) and all of its net realized capital
     gains, if any, for the period from the close of its last fiscal year to the
     Closing Time on the Closing Date; and (ii) any such undistributed
     investment company taxable income and net realized capital gains from any
     prior period to the extent not otherwise already distributed; and

          (h) The Acquiring Entity shall have received on the Closing Date the
     opinion of __________, counsel to the Target Entity (which may rely
     on certificates of officers or directors/trustees of the Target Entity),
     covering the following points:

               (i) The Target Entity is an entity of the type as set forth on
          Exhibit B, duly organized, incorporated or formed, validly existing
          and in good standing under the laws of the jurisdiction in which the
          Target Entity was organized, incorporated or formed, as set forth on
          Exhibit B, and has the corporate or trust power, as applicable, to own
          all of Target Fund's properties and assets, and to conduct its
          business, including that of the Target Fund, as described in its
          organizational documents or in the most recently filed registration
          statement of the Target Fund;

               (ii) The Target Entity is a registered investment company
          classified as a management company of the open-end type with respect
          to itself and, if applicable, each series of shares it offers,
          including the Target Fund, under the 1940 Act, and its


                                      -17-



          registration with the Commission as an investment company under the
          1940 Act is in full force and effect;

               (iii) The Agreement has been duly authorized by the Target Entity
          on behalf of Target Fund and, assuming due authorization, execution
          and delivery of the Agreement by the Acquiring Entity and the
          Acquiring Fund, is a valid and binding obligation of the Target
          Entity, on behalf of the Target Fund, enforceable against the Target
          Entity in accordance with its terms, subject, as to enforcement, to
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          receivership, moratorium and other similar laws relating to or
          affecting creditors' rights generally, general equity principles
          (whether considered in a proceeding in equity or at law) and to an
          implied covenant of good faith and fair dealing; and

               (iv) The execution and delivery of the Agreement did not, and the
          consummation of the transactions contemplated hereby will not, result
          in a violation of, as appropriate, the Target Entity's Governing
          Documents or a breach or default under any agreement pertaining to the
          Target Fund identified as an exhibit in Part C of the registration
          statement on Form N-1A last filed by Target Entity or, to the
          knowledge of such counsel, result in the acceleration of any
          obligation or the imposition of any penalty under any such agreement.

8.   FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
     TARGET FUND

          With respect to each Reorganization, if any of the conditions set
     forth below have not been satisfied on or before the Closing Date with
     respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or
     Target Entity, respectively, shall, at its option, not be required to
     consummate the transactions contemplated by this Agreement:

     8.1. The Agreement shall have been approved by the requisite vote of the
holders of the outstanding shares of the Target Fund in accordance with the
provisions of the Target Entity's Governing Documents, applicable law of the
jurisdiction in which the Target Entity is organized, as set forth on Exhibit B,
and the 1940 Act, and certified copies of the voting record from the proxy
solicitor evidencing such approval shall have been delivered to the Acquiring
Fund. Notwithstanding anything herein to the contrary, neither the Target Fund
nor the Acquiring Fund may waive the conditions set forth in this Section 8.1;

     8.2. The Agreement and transactions contemplated herein shall have been
approved by the board of directors/trustees of the Target Entity and the board
of trustees of the Acquiring Entity and each party shall have delivered to the
other party a copy of the resolutions approving this Agreement and the
transactions contemplated in connection herewith adopted by such party's board
of directors/trustees, certified by the secretary or equivalent officer.
Notwithstanding anything herein to the contrary, neither the Target Fund nor the
Acquiring Fund may waive the conditions set forth in this Section 8.2;


                                      -18-



     8.3. On the Closing Date, no action, suit or other proceeding shall be
pending or, to the Target Entity's or the Acquiring Entity's knowledge,
threatened before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement, the transactions contemplated herein or the MS/Invesco Transaction;

     8.4. All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities deemed necessary by
the Acquiring Fund or Target Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Target Fund, provided that either party hereto may for
itself waive any of such conditions;

     8.5. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act;

     8.6. The Target Entity and the Acquiring Entity shall have received on or
before the Closing Date an opinion of Stradley Ronon in form and substance
reasonably acceptable to the Target Entity and the Acquiring Entity, as to the
matters set forth on Schedule 8.6. In rendering such opinion, Stradley Ronon may
request and rely upon representations contained in certificates of officers of
the Target Entity, the Acquiring Entity and others, and the officers of the
Target Entity and the Acquiring Entity shall use their best efforts to make
available such truthful certificates. Subject to receipt of the certificates
referenced in this Section 8.6 and absent a change of law or change of fact
between the date of this Agreement and the Closing, the Acquiring Fund agrees
that such opinion shall state that the Reorganization will qualify as a
"reorganization" under Section 368(a)(1)(F) of the Code; and

     8.7. The MS/Invesco Transaction contemplated by the Transaction Agreement
shall have been consummated.

9.   BROKERAGE FEES AND EXPENSES

     9.1. The parties hereto represent and warrant to each other that there are
no brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.

     9.2. Morgan Stanley and Invesco will bear or arrange for an entity under
common ownership of Morgan Stanley or Invesco to bear the expenses relating to
the Reorganizations, allocated among Morgan Stanley and Invesco as set forth in
the Transaction Agreement. The costs of the Reorganizations shall include, but
not be limited to, costs associated with obtaining any necessary order of
exemption from the 1940 Act, if any, organizing each Acquiring Fund,
preparation, printing and distribution of the N-14 Registration Statement for
each Reorganization (including the prospectus/proxy statement contained
therein), legal fees, accounting fees, and expenses of holding shareholders'
meetings.

10.  COOPERATION AND EXCHANGE OF INFORMATION


                                      -19-



          With respect to each Reorganization, prior to the Closing and for a
     reasonable time thereafter, the Target Entity and the corresponding
     Acquiring Entity will provide each other and their respective
     representatives with such cooperation, assistance and information as is
     reasonably necessary (i) for the filing of any Tax Return, for the
     preparation for any audit, and for the prosecution or defense of any claim,
     suit or proceeding relating to any proposed adjustment, or (ii) for any
     financial accounting purpose. Each such party or their respective agents
     will retain until the applicable period for assessment under applicable Law
     (giving effect to any and all extensions or waivers) has expired all
     returns, schedules and work papers and all material records or other
     documents relating to Tax matters and financial reporting of tax positions
     of the Target Fund and the Acquiring Fund for its taxable period first
     ending after the Closing of the applicable Reorganization and for all prior
     taxable periods for which the statute of limitation had not run at the time
     of the Closing, provided that a Target Entity shall not be required to
     maintain any such documents that it has delivered to the Acquiring Fund.

11.  INDEMNIFICATION

     11.1. With respect to a Reorganization, the applicable Acquiring Entity,
out of the assets of the Acquiring Fund, and IAI agree to indemnify and hold
harmless the Target Entity and each of the Target Entity's officers and
directors/trustees from and against any and all losses, claims, damages,
liabilities or expenses (including, without limitation, the payment of
reasonable legal fees and reasonable costs of investigation) to which, jointly
and severally, the Target Entity or any of its directors/trustees or officers
may become subject, insofar as such loss, claim, damage, liability or expense
(or actions with respect thereto) arises out of or is based on any breach by the
Acquiring Entity, on behalf of the Acquiring Fund, of any of its
representations, warranties, covenants or agreements set forth in this
Agreement. This indemnification obligation shall survive the termination of this
Agreement and the closing of the Reorganization.

     11.2. With respect to a Reorganization, MSIM, MSIA and VKAM, each with
respect to a Target Fund for which it acts as investment adviser, agrees to
indemnify and hold harmless the applicable Acquiring Entity and its officers and
trustees from and against any and all losses, claims, damages, liabilities or
expenses (including, without limitation, the payment of reasonable legal fees
and reasonable costs of investigation) to which, jointly and severally, the
Acquiring Entity or any of its trustees or officers may become subject, insofar
as such loss, claim, damage, liability or expense (or actions with respect
thereto) arises out of or is based on any breach by the Target Entity, on behalf
of the Target Fund, of any of its representations, warranties, covenants or
agreements set forth in this Agreement. This indemnification obligation shall
survive the termination of this Agreement and the closing of the Reorganization.

12.  ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

     12.1. Except as described in Section 9.2, each party agrees that no party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.


                                      -20-



     12.2. The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing shall survive the Closing.

13.  TERMINATION

     This Agreement may be terminated and the transactions contemplated hereby
may be abandoned with respect to one or more (or all) Reorganizations by (i)
mutual agreement of the parties; or (ii) by either the Acquiring Entity or the
Target Entity if the Closing shall not have occurred on or before September 30,
2010, unless such date is extended by mutual agreement of the Acquiring Entity
and the Target Entity; or (iii) by any party if one or more other parties shall
have materially breached its obligations under this Agreement or made a material
misrepresentation herein or in connection herewith. In the event of any such
termination, this Agreement shall become void and there shall be no liability
hereunder on the part of any party or their respective directors/trustees or
officers, except for (i) any such material breach or intentional
misrepresentation or (ii) the parties' respective obligations under Section 11,
as to each of which all remedies at law or in equity of the party adversely
affected shall survive.

14.  AMENDMENTS

     This Agreement may be amended, modified or supplemented in a writing signed
by the parties hereto to be bound by such Amendment.

     NOTICES

     Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to:

          For each Target Entity:

          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-6976
          Attn: Arthur J. Lev

          With a copy to:

          Morgan Stanley Investment Management
          522 Fifth Avenue 10036
          Fax: 212 507-5808
          Attn: Stefanie V. Chang Yu

          For Morgan Stanley Investment Management Inc.:


                                      -21-



          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-6976
          Attn: Arthur J. Lev

          With a copy to:

          Morgan Stanley Investment Management
          522 Fifth Avenue
          Fax: 212 507-5808
          Attn: Stefanie V. Chang Yu

          For Morgan Stanley Investment Advisors Inc.:

          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-6976
          Attn: Arthur J. Lev

          With a copy to:

          Morgan Stanley Investment Management
          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-5808
          Attn: Stefanie V. Chang Yu

          For Van Kampen Asset Management:

          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-6976
          Attn: Arthur J. Lev

          with a copy to:

          Morgan Stanley Investment Management

          522 Fifth Avenue
          New York, NY 10036
          Fax: 212 507-5808
          Attn: Stefanie V. Chang Yu

          For Invesco Advisers, Inc.:

          1555 Peachtree Street, N.E.,
          Atlanta, Georgia 30309


                                      -22-



          Fax: 404-724-4282
          Attn: General Counsel

          For each Acquiring Entity

          11 Greenway Plaza, Suite 100
          Houston, TX 77046
          Fax: 713-993-9185
          Attn: General Counsel

          with a copy to:

          E. Carolan Berkley
          Stradley Ronon Stevens & Young, LLP
          2600 One Commerce Square
          Philadelphia, PA 19103-7098
          Fax: (215) 564-8120

15.  HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

     15.1. The Article and Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     15.2. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and applicable Federal law, without regard to
its principles of conflicts of laws.

     15.3. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other parties. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

     15.4. This agreement may be executed in any number of counterparts, each of
which shall be considered an original.

     15.5. It is expressly agreed that the obligations of the parties hereunder
shall not be binding upon any of their respective directors or trustees,
shareholders, nominees, officers, agents, or employees personally, but, except
as provided in Sections 9.2, 11.1 and 11.2 hereof, shall bind only the property
of the applicable Target Fund or the applicable Acquiring Fund as provided in
the Governing Documents of the applicable Target Entity or the Agreement and
Declaration of Trust of the applicable Acquiring Entity, respectively. The
execution and delivery by such officers


                                      -23-



shall not 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 property of
such party.


                                      -24-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be approved on behalf of the Acquiring Fund and Target Fund.

AIM COUNSELOR SERIES TRUST, ON BEHALF   AIM GROWTH SERIES, ON BEHALF OF ITS
OF ITS SERIES IDENTIFIED ON EXHIBIT A   SERIES IDENTIFIED ON EXHIBIT A HERETO
HERETO


By: /s/ Philip A. Taylor                By: /s/ Philip A. Taylor
    ---------------------------------       ------------------------------------
    Name: Philip A. Taylor                  Name: Philip A. Taylor
    Title: President                        Title: President


AIM INVESTMENT FUNDS, ON BEHALF OF      AIM INVESTMENT SECURITIES FUNDS, ON
ITS SERIES IDENTIFIED ON EXHIBIT A      BEHALF OF ITS SERIES IDENTIFIED ON
HERETO                                  EXHIBIT A HERETO


By: /s/ Philip A. Taylor                By: /s/ Philip A. Taylor
    ---------------------------------       ------------------------------------
    Name: Philip A. Taylor                 Name:  Philip A. Taylor
    Title: President                       Title: President


AIM SECTOR FUNDS, ON BEHALF OF ITS      AIM TAX-EXEMPT FUNDS, ON BEHALF OF ITS
SERIES IDENTIFIED ON EXHIBIT A HERETO   SERIES IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Philip A. Taylor                By: /s/ Philip A. Taylor
    ---------------------------------       ------------------------------------
    Name: Philip A. Taylor                  Name: Philip A. Taylor
    Title: President                        Title: President


AIM VARIABLE INSURANCE FUNDS, ON
BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO


By: /s/ Philip A. Taylor
    ---------------------------------
    Name: Philip A. Taylor
    Title: President



MORGAN STANLEY BALANCED FUND, ON        MORGAN STANLEY CALIFORNIA TAX-FREE
BEHALF OF ITS SERIES IDENTIFIED ON      INCOME FUND, ON BEHALF OF ITS SERIES
EXHIBIT A HERETO                        IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY CONVERTIBLE SECURITIES   MORGAN STANLEY DIVIDEND GROWTH
TRUST, ON BEHALF OF ITS SERIES          SECURITIES INC., ON BEHALF OF ITS
IDENTIFIED ON EXHIBIT A HERETO          SERIES IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY EQUALLY-WEIGHTED S&P     MORGAN STANLEY FUNDAMENTAL VALUE FUND,
500 FUND, ON BEHALF OF ITS SERIES       ON BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY FX SERIES FUNDS, ON      MORGAN STANLEY GLOBAL ADVANTAGE FUND,
BEHALF OF ITS SERIES IDENTIFIED ON      ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO                        EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY GLOBAL DIVIDEND GROWTH   MORGAN STANLEY HEALTH SCIENCES TRUST,
SECURITIES, ON BEHALF OF ITS SERIES     ON BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY HIGH YIELD SECURITIES    MORGAN STANLEY INSTITUTIONAL FUND,
INC., ON BEHALF OF ITS SERIES           INC., ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO          IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer



MORGAN STANLEY INSTITUTIONAL FUND       MORGAN STANLEY MID-CAP VALUE FUND, ON
TRUST, ON BEHALF OF ITS SERIES          BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY PACIFIC GROWTH FUND      MORGAN STANLEY NEW YORK TAX-FREE INCOME
INC., ON BEHALF OF ITS SERIES           FUND, ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO          IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY SELECT DIMENSIONS        MORGAN STANLEY S&P 500 INDEX FUND, ON
INVESTMENT SERIES, ON BEHALF OF ITS     BEHALF OF ITS SERIES IDENTIFIED ON
SERIES IDENTIFIED ON EXHIBIT A HERETO   EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY SMALL-MID SPECIAL VALUE  MORGAN STANLEY SERIES FUNDS, ON BEHALF
FUND, ON BEHALF OF ITS SERIES           OF ITS SERIES IDENTIFIED ON EXHIBIT A
IDENTIFIED ON EXHIBIT A HERETO          HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


MORGAN STANLEY TAX-EXEMPT SECURITIES    MORGAN STANLEY SPECIAL VALUE FUND, ON
TRUST, ON BEHALF OF ITS SERIES          BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


                                        MORGAN STANLEY TECHNOLOGY FUND, ON
                                        BEHALF OF ITS SERIES IDENTIFIED ON
                                        EXHIBIT A HERETO


                                        By: /s/ Randy Takian
                                            ------------------------------------
                                            Name: Randy Takian
                                            Title: President and Principal
                                                   Executive Officer



MORGAN STANLEY VALUE FUND, ON BEHALF    MORGAN STANLEY VARIABLE INVESTMENT
OF ITS SERIES IDENTIFIED ON EXHIBIT A   SERIES, ON BEHALF OF ITS SERIES
HERETO                                  IDENTIFIED ON EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Randy Takian
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


THE UNIVERSAL INSTITUTIONAL FUNDS,      VAN KAMPEN CAPITAL GROWTH FUND, ON
INC., ON BEHALF OF ITS SERIES           BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Randy Takian                    By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Randy Takian                      Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN COMSTOCK FUND, ON BEHALF     VAN KAMPEN CORPORATE BOND FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A   BEHALF OF ITS SERIES IDENTIFIED ON
HERETO                                  EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN ENTERPRISE FUND, ON BEHALF   VAN KAMPEN EQUITY AND INCOME FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A   BEHALF OF ITS SERIES IDENTIFIED ON
HERETO                                  EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood II
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN EQUITY TRUST, ON BEHALF OF   VAN KAMPEN EQUITY TRUST II, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A      OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO                                  HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN GOVERNMENT SECURITIES FUND,  VAN KAMPEN GROWTH AND INCOME FUND, ON
ON BEHALF OF ITS SERIES IDENTIFIED ON   BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO                        EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer



VAN KAMPEN HARBOR FUND, ON BEHALF OF    VAN KAMPEN HIGH YIELD FUND, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A      OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO                                  HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN LIFE INVESTMENT TRUST, ON    VAN KAMPEN LIMITED DURATION FUND, ON
BEHALF OF ITS SERIES IDENTIFIED ON      BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO                        EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN PENNSYLVANIA TAX FREE        VAN KAMPEN REAL ESTATE SECURITIES FUND,
INCOME FUND, ON BEHALF OF ITS SERIES    ON BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO          EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN SERIES FUND, INC., ON        VAN KAMPEN TAX-EXEMPT TRUST, ON BEHALF
BEHALF OF ITS SERIES IDENTIFIED ON      OF ITS SERIES IDENTIFIED ON EXHIBIT A
EXHIBIT A HERETO                        HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN TAX FREE TRUST, ON BEHALF    VAN KAMPEN TRUST, ON BEHALF OF ITS
OF ITS SERIES IDENTIFIED ON EXHIBIT A   SERIES IDENTIFIED ON EXHIBIT A HERETO
HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer


VAN KAMPEN TRUST II, ON BEHALF OF ITS   VAN KAMPEN U.S. GOVERNMENT TRUST, ON
SERIES IDENTIFIED ON EXHIBIT A HERETO   BEHALF OF ITS SERIES IDENTIFIED ON
                                        EXHIBIT A HERETO


By: /s/ Edward C. Wood III              By: /s/ Edward C. Wood III
    ---------------------------------       ------------------------------------
    Name: Edward C. Wood III                Name: Edward C. Wood III
    Title: President and Principal          Title: President and Principal
           Executive Officer                       Executive Officer



INVESCO ADVISERS, INC.                  MORGAN STANLEY INVESTMENT MANAGEMENT
                                        INC.


By: /s/ Philip A. Taylor                By: /s/ Randy Takian
    ---------------------------------       ------------------------------------
    Name: Philip A. Taylor                  Name: Randy Takian
    Title: Co-President                     Title: President


                                        MORGAN STANLEY INVESTMENT ADVISORS INC.


                                        By: /s/ Randy Takian
                                            ------------------------------------
                                            Name: Randy Takian
                                            Title: President


                                        VAN KAMPEN ASSET MANAGEMENT


                                        By: /s/ Edward C. Wood III
                                            ------------------------------------
                                            Name: Edward C. Wood III
                                            Title: Managing Director and
                                                   Chief Administrative Officer



                                    EXHIBIT A

                            CHART OF REORGANIZATIONS



  ACQUIRING FUND (AND SHARE CLASSES)     CORRESPONDING TARGET FUND (AND SHARE
         AND ACQUIRING ENTITY                 CLASSES) AND TARGET ENTITY
- -------------------------------------   -------------------------------------
                                     
AIM COUNSELOR SERIES TRUST
   Invesco Balanced Fund, a series of   Morgan Stanley Balanced Fund
   AIM Counselor Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco California Tax-Free Income   Morgan Stanley California Tax-Free
   Fund, a series of AIM Counselor      Income Fund
   Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Dividend Growth Securities   Morgan Stanley Dividend Growth
   Fund, a series of AIM Counselor      Securities Inc.
   Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Equally-Weighted S&P 500     Morgan Stanley Equally-Weighted
   Fund, a series of AIM Counselor      S&P 500 Fund
   Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco Fundamental Value Fund, a    Morgan Stanley Fundamental Value
   series of AIM Counselor Series       Fund
   Trust
      Class A                              Class A




                                     
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Large Cap Relative Value     Large Cap Relative Value
   Fund, a series of AIM Counselor      Portfolio, a series of Morgan
   Series Trust                         Stanley Institutional Fund, Inc.
      Class Y                              Class I
      Class A                              Class P

   Invesco New York Tax-Free Income     Morgan Stanley New York Tax-Free
   Fund, a series of AIM Counselor      Income Fund
   Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco S&P 500 Index Fund, a        Morgan Stanley S&P 500 Index Fund
   series of AIM Counselor Series
   Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen American          Van Kampen American Franchise
   Franchise Fund, a series of AIM      Fund, a series of Van Kampen
   Counselor Series Trust               Equity Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Core Equity       Van Kampen Core Equity Fund, a
   Fund, a series of AIM Counselor      series of Van Kampen Equity Trust
   Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Equity and        Van Kampen Equity and Income Fund
   Income Fund, a series of AIM
   Counselor Series Trust
      Class A                              Class A





                                     
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Equity Premium    Van Kampen Equity Premium Income
   Income Fund, a series of AIM         Fund, a series of Van Kampen
   Counselor Series Trust               Equity Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Growth and        Van Kampen Growth and Income Fund
   Income Fund, a series of AIM
   Counselor Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Pennsylvania      Van Kampen Pennsylvania Tax Free
   Tax Free Income Fund, a series of    Income Fund
   AIM Counselor Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C

   Invesco Van Kampen Small Cap         Van Kampen Small Cap Growth Fund,
   Growth Fund, a series of AIM         a series of Van Kampen Equity Trust
   Counselor Series Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

AIM GROWTH SERIES

   Invesco Convertible Securities       Morgan Stanley Convertible
   Fund, a series of AIM Growth Series  Securities Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I





                                     
   Invesco Van Kampen Asset             Van Kampen Asset Allocation
   Allocation Conservative Fund, a      Conservative Fund, a series of Van
   series of AIM Growth Series          Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Asset             Van Kampen Asset Allocation Growth
   Allocation Growth Fund, a series     Fund, a series of Van Kampen
   of AIM Growth Series                 Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Asset             Van Kampen Asset Allocation
   Allocation Moderate Fund, a series   Moderate Fund, a series of Van
   of AIM Growth Series                 Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Harbor Fund, a    Van Kampen Harbor Fund
   series of AIM Growth Series
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Leaders Fund, a   Van Kampen Leaders Fund, a series
   series of AIM Growth Series          of Van Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Real Estate       Van Kampen Real Estate Securities
   Securities Fund, a series of AIM     Fund
   Growth Series
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I





                                     
   Invesco Van Kampen U.S. Mortgage     Van Kampen U.S. Mortgage Fund, a
   Fund, a series of AIM Growth Series  series of Van Kampen U.S.
                                        Government Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

AIM INVESTMENT FUNDS

   Invesco Alternative Opportunities    Morgan Stanley Alternative
   Fund, a series of AIM Investment     Opportunities Fund, a series of
   Funds                                Morgan Stanley Series Funds
      Class A                              Class A
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco Commodities Strategy Fund,   Morgan Stanley Commodities Alpha
   a series of AIM Investment Funds     Fund, a series of Morgan Stanley
                                        Series Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco FX Alpha Plus Strategy       The FX Alpha Plus Strategy
   Fund, a series of AIM Investment     Portfolio, a series of Morgan
   Funds                                Stanley FX Series Funds
      Class A                              Class A
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco FX Alpha Strategy Fund, a    The FX Alpha Strategy Portfolio, a
   series of AIM Investment Funds       series of Morgan Stanley FX Series
                                        Funds
      Class A                              Class A
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W





                                     
   Invesco Global Advantage Fund, a     Morgan Stanley Global Advantage
   series of AIM Investment Funds       Fund
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Global Dividend Growth       Morgan Stanley Global Dividend
   Securities Fund, a series of AIM     Growth Securities
   Investment Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Health Sciences Fund, a      Morgan Stanley Health Sciences
   series of AIM Investment Funds       Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco International Growth         International Growth Equity
   Equity Fund, a series of AIM         Portfolio, a series of Morgan
   Investment Funds                     Stanley Institutional Fund, Inc.
      Class Y                              Class I
      Class A                              Class P

   Invesco Pacific Growth Fund, a       Morgan Stanley Pacific Growth Fund
   series of AIM Investment Funds       Inc.
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco Van Kampen Emerging          Van Kampen Emerging Markets Fund,
   Markets Fund, a series of AIM        a series of Van Kampen Series
   Investment Funds                     Fund, Inc.
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Global Bond       Van Kampen Global Bond Fund, a series





                                     
   Fund, a series of AIM Investment     of Van Kampen Trust II
   Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Global Equity     Van Kampen Global Equity
   Allocation Fund, a series of AIM     Allocation Fund, a series of Van
   Investment Funds                     Kampen Series Fund, Inc.
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Global            Van Kampen Global Franchise Fund,
   Franchise Fund, a series of AIM      a series of Van Kampen Series
   Investment Funds                     Fund, Inc.
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Global Tactical   Van Kampen Global Tactical Asset
   Asset Allocation Fund, a series of   Allocation Fund, a series of Van
   AIM Investment Funds                 Kampen Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen International     Van Kampen International Advantage
   Advantage Fund, a series of AIM      Fund, a series of Van Kampen
   Investment Funds                     Equity Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen International     Van Kampen International Growth
   Growth Fund, a series of AIM         Fund, a series of Van Kampen
   Investment Funds                     Equity Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C





                                     
      Class Y                              Class I
      Class R                              Class R

AIM INVESTMENT SECURITIES FUNDS

   Invesco High Yield Securities        Morgan Stanley High Yield
   Fund, a series of AIM Investment     Securities Inc.
   Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Core Plus Fixed   Van Kampen Core Plus Fixed Income
   Income Fund, a series of AIM         Fund, a series of Van Kampen Trust
   Investment Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Corporate Bond    Van Kampen Corporate Bond Fund
   Fund, a series of AIM Investment
   Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Government        Van Kampen Government Securities
   Securities Fund, a series of AIM     Fund
   Investment Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen High Yield        Van Kampen High Yield Fund
   Fund, a series of AIM Investment
   Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Limited           Van Kampen Limited Duration Fund
   Duration





                                     
   Fund, a series of AIM Investment
   Securities Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

AIM SECTOR FUNDS

   Invesco Mid-Cap Value Fund, a        Morgan Stanley Mid-Cap Value Fund
   series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Small-Mid Special Value      Morgan Stanley Small-Mid Special
   Fund, a series of AIM Sector Funds   Value Fund
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Special Value Fund, a        Morgan Stanley Special Value Fund
   series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R
      Class A                              Class W

   Invesco Technology Sector Fund, a    Morgan Stanley Technology Fund
   series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco U.S. Mid Cap Value Fund, a   U.S. Mid Cap Value Portfolio, a
   series of AIM Sector Funds           series of Morgan Stanley
                                        Institutional Fund Trust
      Class Y                              Class I
      Class Y                              Investment Class
      Class A                              Class P

   Invesco U.S. Small Cap Value Fund,   U.S. Small Cap Value Portfolio, a
   a                                    series





                                     
   series of AIM Sector Funds           of Morgan Stanley Institutional Fund
                                        Trust
      Class Y                              Class I
      Class A                              Class P

   Invesco U.S. Small/Mid Cap Value     U.S. Small/Mid Cap Value
   Fund, a series of AIM Sector Funds   Portfolio, a series of Morgan
                                        Stanley Institutional Fund, Inc.
      Class Y                              Class I
      Class A                              Class P

   Invesco Value Fund, a series of      Morgan Stanley Value Fund
   AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Value II Fund, a series of   Value Portfolio, a series of
   AIM Sector Funds                     Morgan Stanley Institutional Fund
                                        Trust
      Class Y                              Class I
      Class A                              Class P

   Invesco Van Kampen American Value    Van Kampen American Value Fund, a
   Fund, a series of AIM Sector Funds   series of Van Kampen Series Fund,
                                        Inc.
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Capital Growth    Van Kampen Capital Growth Fund
   Fund, a series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Comstock Fund,    Van Kampen Comstock Fund
   a series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I





                                     
      Class R                              Class R

   Invesco Van Kampen Enterprise        Van Kampen Enterprise Fund
   Fund, a series of AIM Sector Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Mid Cap Growth    Van Kampen Mid Cap Growth Fund, a
   Fund, a series of AIM Sector Funds   series of Van Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I
      Class R                              Class R

   Invesco Van Kampen Small Cap Value   Van Kampen Small Cap Value Fund, a
   Fund, a series of AIM Sector Funds   series of Van Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Technology        Van Kampen Technology Fund, a
   Fund, a series of AIM Sector Funds   series of Van Kampen Equity Trust II
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Utility Fund, a   Van Kampen Utility Fund, a series
   series of AIM Sector Funds           of Van Kampen Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Value             Van Kampen Value Opportunities
   Opportunities Fund, a series of      Fund, a series of Van Kampen
   AIM Sector Funds                     Equity Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I





                                     
AIM TAX-EXEMPT FUNDS

   Invesco Municipal Fund, a series     Municipal Portfolio, a series of
   of AIM Tax-Exempt Funds              Morgan Stanley Institutional Fund
                                        Trust
      Class A                              Class H
      Class Y                              Class I
      Class A                              Class L
      Class A                              Class P

   Invesco Tax-Exempt Securities        Morgan Stanley Tax-Exempt
   Fund, a series of AIM Tax-Exempt     Securities Trust
   Funds
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen California        Van Kampen California Insured Tax
   Insured Tax Free Fund, a series of   Free Fund, a series of Van Kampen
   AIM Tax-Exempt Funds                 Tax Free Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen High Yield        Van Kampen High Yield Municipal
   Municipal Fund, a series of AIM      Fund, a series of Van Kampen
   Tax-Exempt Funds                     Tax-Exempt Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Insured Tax       Van Kampen Insured Tax Free Income
   Free Income Fund, a series of AIM    Fund, a series of Van Kampen Tax
   Tax-Exempt Funds                     Free Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Intermediate      Van Kampen Intermediate Term
   Term Municipal Income Fund, a        Municipal Income Fund, a series of
   series of AIM Tax-Exempt Funds       Van Kampen Tax Free Trust
      Class A                              Class A
      Class B                              Class B





                                     
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen Municipal         Van Kampen Municipal Income Fund,
   Income Fund, a series of AIM         a series of Van Kampen Tax Free
   Tax-Exempt Funds                     Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C
      Class Y                              Class I

   Invesco Van Kampen New York Tax      Van Kampen New York Tax Free
   Free Income Fund, a series of AIM    Income Fund, a series of Van
   Tax-Exempt Funds                     Kampen Tax Free Trust
      Class A                              Class A
      Class B                              Class B
      Class C                              Class C

AIM VARIABLE INSURANCE FUNDS

   Invesco V.I. Dividend Growth Fund,   The Dividend Growth Portfolio, a
   a series of AIM Variable Insurance   series of Morgan Stanley Variable
   Funds                                Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. Global Dividend         The Global Dividend Growth
   Growth Fund, a series of AIM         Portfolio, a series of Morgan
   Variable Insurance Funds             Stanley Variable Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. High Yield Fund, a      The High Yield Portfolio, a series
   series of AIM Variable Insurance     of Morgan Stanley Variable
   Funds                                Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. Income Builder Fund,    The Income Builder Portfolio, a
   a series of AIM Variable Insurance   series of Morgan Stanley Variable
   Funds                                Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. S&P 500 Index Fund, a   The S&P 500 Index Portfolio, a
   series of AIM Variable Insurance     series of Morgan Stanley Variable
   Funds                                Investment





                                     
                                        Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. Select Dimensions       The Balanced Portfolio, a series
   Balanced Fund, a series of AIM       of Morgan Stanley Select
   Variable Insurance Funds             Dimensions Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. Select Dimensions       The Dividend Growth Portfolio, a
   Dividend Growth Fund, a series of    series of Morgan Stanley Select
   AIM Variable Insurance Funds         Dimensions Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco V.I. Selection Dimensions    The Equally-Weighted S&P 500
   Equally-Weighted S&P 500 Fund, a     Portfolio, a series of Morgan
   series of AIM Variable Insurance     Stanley Select Dimensions
   Funds                                Investment Series
      Series I                             Class X
      Series II                            Class Y

   Invesco Van Kampen V.I. Capital      Van Kampen Life Investment Trust
   Growth Fund, a series of AIM         Capital Growth Portfolio, a series
   Variable Insurance Funds             of Van Kampen Life Investment Trust
      Series I                             Class I
      Series II                            Class II

   Invesco Van Kampen V.I. Comstock     Van Kampen Life Investment Trust
   Fund, a series of AIM Variable       Comstock Portfolio, a series of
   Insurance Funds                      Van Kampen Life Investment Trust
      Series I                             Class I
      Series II                            Class II

   Invesco Van Kampen V.I. Equity and   Equity and Income Portfolio, a
   Income Fund, a series of AIM         series of The Universal
   Variable Insurance Funds             Institutional Funds, Inc.
      Series II                            Class II

   Invesco Van Kampen V.I. Global       Van Kampen Life Investment Trust
   Tactical Asset Allocation Fund, a    Global Tactical Asset Allocation
   series of AIM Variable Insurance     Portfolio, a series of Van Kampen
   Funds                                Life Investment Trust
      Series I                             Class I
      Series II                            Class II





                                     
   Invesco Van Kampen V.I. Global       Global Value Equity Portfolio, a
   Value Equity Fund, a series of AIM   series of The Universal
   Variable Insurance Funds             Institutional Funds, Inc.
      Series I                             Class I

   Invesco Van Kampen V.I. Government   Van Kampen Life Investment Trust
   Fund, a series of AIM Variable       Government Portfolio, a series of
   Insurance Funds                      Van Kampen Life Investment Trust
      Series I                             Class I
      Series II                            Class II

   Invesco Van Kampen V.I. Growth and   Van Kampen Life Investment Trust
   Income Fund, a series of AIM         Growth and Income Portfolio, a
   Variable Insurance Funds             series of Van Kampen Life
                                        Investment Trust
      Series I                             Class I
      Series II                            Class II

   Invesco Van Kampen V.I. High Yield   High Yield Portfolio, a series of
   Fund, a series of AIM Variable       The Universal Institutional Funds,
   Insurance Funds                      Inc.
      Series I                             Class I

   Invesco Van Kampen V.I.              International Growth Equity
   International Growth Equity Fund,    Portfolio, a series of The
   a series of AIM Variable Insurance   Universal Institutional Funds, Inc.
   Funds
      Series II                            Class II

   Invesco Van Kampen V.I. Mid Cap      Van Kampen Life Investment Trust
   Growth Fund, a series of AIM         Mid Cap Growth Portfolio, a series
   Variable Insurance Funds             of Van Kampen Life Investment Trust
      Series II                            Class II

   Invesco Van Kampen V.I. Mid Cap      U.S. Mid Cap Value Portfolio, a
   Value Fund, a series of AIM          series of The Universal
   Variable Insurance Funds             Institutional Funds, Inc.
      Series I                             Class I
      Series II                            Class II

   Invesco Van Kampen V.I. Value        Value Portfolio, a series of The
   Fund, a series of AIM Variable       Universal Institutional Funds, Inc.
   Insurance Funds
      Series I                             Class I




                                    EXHIBIT B

           ORGANIZATIONAL FORM AND JURISDICTIONS OF EACH TARGET ENTITY




                                          JURISDICTION          FORM OF
             TARGET ENTITY               WHERE ORGANIZED     ORGANIZATION
             -------------               ---------------   ----------------
                                                     
Morgan Stanley Balanced Fund             Massachusetts     Business trust
Morgan Stanley California Tax-Free       Massachusetts     Business trust
Income Fund
Morgan Stanley Convertible               Massachusetts     Business trust
Securities Trust
Morgan Stanley Dividend Growth           Maryland          Corporation
Securities Inc.
Morgan Stanley Equally-Weighted S&P      Massachusetts     Business trust
500 Fund
Morgan Stanley Fundamental Value Fund    Massachusetts     Business trust
Morgan Stanley FX Series Funds           Massachusetts     Business trust
Morgan Stanley Global Advantage Fund     Massachusetts     Business trust
Morgan Stanley Global Dividend           Massachusetts     Business trust
Growth Securities
Morgan Stanley Health Sciences Trust     Massachusetts     Business trust
Morgan Stanley High Yield Securities     Maryland          Corporation
Inc.
Morgan Stanley Institutional Fund,       Maryland          Corporation
Inc.
Morgan Stanley Institutional Fund        Pennsylvania      Business trust
Trust
Morgan Stanley Mid-Cap Value Fund        Massachusetts     Business trust
Morgan Stanley New York Tax-Free         Massachusetts     Business trust
Income Fund
Morgan Stanley Pacific Growth Fund       Maryland          Corporation
Inc.
Morgan Stanley S&P 500 Index Fund        Massachusetts     Business trust
Morgan Stanley Select Dimensions         Massachusetts     Business trust
Investment Series
Morgan Stanley Series Funds              Massachusetts     Business trust
Morgan Stanley Small-Mid Special         Massachusetts     Business trust
Value Fund
Morgan Stanley Special Value Fund        Massachusetts     Business trust




                                                     
Morgan Stanley Tax-Exempt Securities     Massachusetts     Business trust
Trust
Morgan Stanley Technology Fund           Massachusetts     Business trust
Morgan Stanley Value Fund                Massachusetts     Business trust
Morgan Stanley Variable Investment       Massachusetts     Business trust
Series
The Universal Institutional Funds,       Maryland          Corporation
Inc.
Van Kampen Capital Growth Fund           Delaware          Statutory trust
Van Kampen Comstock Fund                 Delaware          Statutory trust
Van Kampen Corporate Bond Fund           Delaware          Statutory trust
Van Kampen Enterprise Fund               Delaware          Statutory trust
Van Kampen Equity and Income Fund        Delaware          Statutory trust
Van Kampen Equity Trust                  Delaware          Statutory trust
Van Kampen Equity Trust II               Delaware          Statutory trust
Van Kampen Government Securities Fund    Delaware          Statutory trust
Van Kampen Growth and Income Fund        Delaware          Statutory trust
Van Kampen Harbor Fund                   Delaware          Statutory trust
Van Kampen High Yield Fund               Delaware          Statutory trust
Van Kampen Life Investment Trust         Delaware          Statutory trust
Van Kampen Limited Duration Fund         Delaware          Statutory trust
Van Kampen Pennsylvania Tax Free         Pennsylvania      Common law trust
Income Fund
Van Kampen Real Estate Securities        Delaware          Statutory trust
Fund
Van Kampen Series Fund, Inc.             Maryland          Corporation
Van Kampen Tax-Exempt Trust              Delaware          Statutory trust
Van Kampen Tax Free Trust                Delaware          Statutory trust
Van Kampen Trust                         Delaware          Statutory trust
Van Kampen Trust II                      Delaware          Statutory trust
Van Kampen U.S. Government Trust         Delaware          Statutory trust





                                 SCHEDULE 1.2(C)

                              EXCLUDED LIABILITIES

None



SCHEDULE 8.6

                                  TAX OPINIONS


     With respect to each Reorganization:

     (i) The acquisition by the Acquiring Fund of all of the assets of the
Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund
shares and the assumption by the Acquiring Fund of all of the liabilities of the
Target Fund, followed by the distribution by the Target Fund to its shareholders
of the Acquiring Fund shares in complete liquidation of the Target Fund, will
qualify as a reorganization within the meaning of Section 368(a)(1) of the Code,
and the Target Fund and the Acquiring Fund each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.

     (ii) No gain or loss will be recognized by the Target Fund upon the
transfer of all of its assets to, and assumption of its liabilities by, the
Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section
361(a) and Section 357(a) of the Code.

     (iii) No gain or loss will be recognized by the Acquiring Fund upon the
receipt by it of all of the assets of the Target Fund in exchange solely for the
assumption of the liabilities of the Target Fund and issuance of the Acquiring
Fund shares pursuant to Section 1032(a) of the Code.

     (iv) No gain or loss will be recognized by the Target Fund upon the
distribution of the Acquiring Fund shares by the Target Fund to its shareholders
in complete liquidation (in pursuance of the Agreement) pursuant to Section
361(c)(1) of the Code.

     (v) The tax basis of the assets of the Target Fund received by the
Acquiring Fund will be the same as the tax basis of such assets in the hands of
the Target Fund immediately prior to the transfer pursuant to Section 362(b) of
the Code.

     (vi) The holding periods of the assets of the Target Fund in the hands of
the Acquiring Fund will include the periods during which such assets were held
by the Target Fund pursuant to Section 1223(2) of the Code.

     (vii) No gain or loss will be recognized by the shareholders of the Target
Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund
shares pursuant to Section 354(a) of the Code.

     (viii) The aggregate tax basis of the Acquiring Fund shares to be received
by each shareholder of the Target Fund will be the same as the aggregate tax
basis of Target Fund Shares exchanged therefor pursuant to Section 358(a)(1) of
the Code.

     (ix) The holding period of Acquiring Fund shares received by a shareholder
of the Target Fund will include the holding period of the Target Fund shares
exchanged therefor, provided that the shareholder held Target Fund shares as a
capital asset on the date of the exchange pursuant to Section 1223(1) of the
Code.

EX-99.77Q1 OTHR EXHB

INVESCO VAN KAMPEN AMERICAN VALUE FUND                             SUB-ITEM 77Q3

DUE TO THE RESTRICTIONS IN THE FORMAT OF FORM N-SAR TO ALLOW REPORTING OF
INFORMATION FOR MULTIPLE CLASSES OF SHARES, THIS EXHIBIT PROVIDES CLASS LEVEL
INFORMATION FOR ITEMS 72DD, 73A, 74U AND 74V.

FOR PERIOD ENDING: 6/30/2010
FILE NUMBER:       811-3826
SERIES NO.:        10

                          
72DD.   1 Total income dividends for which record date passed during the period.
          (000's Omitted)
          Class A               $2,485
        2 Dividends for a second class of open-end company shares
          (000's Omitted)
          Class B               $  147
          Class C               $   18
          Class R               $   22
          Class Y               $  116
          Institutional Class   $   --

73A.      Payments per share outstanding during the entire current period:
          (form nnn.nnnn)
        1 Dividends from net investment income
          Class A               0.1142
        2 Dividends for a second class of open-end company shares
          (form nnn.nnnn)
          Class B               0.0799
          Class C               0.0090
          Class R               0.0643
          Class Y               0.1700
          Institutional Class   0.0250

74U.    1 Number of shares outstanding (000's Omitted)
          Class A                   20,278
        2 Number of shares outstanding of a second class of open-end company
          shares (000's Omitted)
          Class B                1,677
          Class C                1,938
          Class R                  542
          Class Y                  483
          Institutional Class      116

74V.    1 Net asset value per share (to nearest cent)
          Class A               $22.22
        2 Net asset value per share of a second class of open-end company shares
          (to nearest cent)
          Class B               $20.23
          Class C               $20.11
          Class R               $22.23
          Class Y               $22.31
          Institutional Class   $22.31

EX-99.77Q1 OTHR EXHB

INVESCO VAN KAMPEN CAPITAL GROWTH FUND                             SUB-ITEM 77Q3

DUE TO THE RESTRICTIONS IN THE FORMAT OF FORM N-SAR TO ALLOW REPORTING OF
INFORMATION FOR MULTIPLE CLASSES OF SHARES, THIS EXHIBIT PROVIDES CLASS LEVEL
INFORMATION FOR ITEMS 72DD, 73A, 74U AND 74V.

FOR PERIOD ENDING: 6/30/2010
FILE NUMBER:       811-3826
SERIES NO.:        11

                          
74U.    1 Number of shares outstanding (000's Omitted)
          Class A               258,409
        2 Number of shares outstanding of a second class of open-end company
          shares (000's Omitted)
          Class B                29,089
          Class C                11,983
          Class R                   238
          Class Y                 8,531
          Institutional Class     4,709

74V.    1 Net asset value per share (to nearest cent)
          Class A               $ 10.35
        2 Net asset value per share of a second class of open-end company shares
          (to nearest cent)
          Class B               $ 10.11
          Class C               $ 10.01
          Class R               $ 10.65
          Class Y               $ 10.84
          Institutional Class   $ 10.84