File No. 2-85905
As filed on December ^ 30, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
Post-Effective Amendment No. ^ 20 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. ^ 20 X
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INVESCO STRATEGIC PORTFOLIOS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
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Copies to:
Ronald M. Feiman, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th St.
New York, New York 10036
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Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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on _________________, pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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X on ^ March 1, 1997, pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on _____________ pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
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previously filed post-effective amendment.
Registrant has previously elected to register an indefinite number of shares of
its common stock pursuant to Rule 24f-2 under the Investment Company Act of
1940. Registrant's Rule 24f-2 Notice for the fiscal year ended October 31, ^
1996, was filed on or about ^ December 18, 1996.
Page 1 of 177
Exhibit index is located at page 99
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
----------------------------------
CROSS-REFERENCE SHEET
Form N-A
Item Caption
- -------- -------
Part A Prospectus
1....................... Cover Page
2....................... Annual Fund Expenses
3....................... Financial Highlights; Performance
Data
4....................... Investment Objective and ^
Strategy; The Fund and Its
Management
5....................... The Fund and Its Management;
Additional Information
5A...................... Not Applicable
6....................... Fund Services ^; Taxes, Dividends
and Capital Gain Distributions;
Additional Information
7....................... How to Buy Shares ^; Fund Services
^
8....................... Fund Services ^; How to ^ Sell
Shares
9....................... Not Applicable
Part B Statement of Additional Information
10....................... Cover Page
11....................... Table of Contents
-i-
<PAGE>
Form N-1A
Item Caption
- --------- -------
12....................... The Fund and Its Management
13........................ Investment ^ Policies and
Restrictions
14....................... The Fund and Its Management
15....................... The Fund and Its Management;
Additional Information
16....................... The Fund and Its Management;
Additional Information
17....................... Investment ^ Policies and
Restrictions
18....................... Additional Information
19....................... How Shares Can Be Purchased; How
Shares Are Valued; Services
Provided by the Fund; Tax-Sheltered
Retirement Plans; How to Redeem
Shares
20....................... Dividends, Capital Gain
Distributions, and Taxes
21....................... How Shares Can Be Purchased
22....................... Performance Data
23....................... Additional Information
Part C Other Information
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
-ii-
<PAGE>
PROSPECTUS
^ March 1, 1997
INVESCO STRATEGIC PORTFOLIOS
Energy
Environmental Services
Financial Services
Gold
Health Sciences
Leisure
Technology
Utilities
The ^ eight INVESCO Strategic Portfolios (the "Portfolios") described in
this prospectus are actively managed to seek capital appreciation. Each
Portfolio, which is a separate series of INVESCO Strategic Portfolios, Inc.,
normally invests 80% or more of its total assets in companies principally
engaged in a specific business sector. Most of their holdings are in common
stocks, but the Portfolios have the flexibility to invest in other types of
securities.
This ^ Prospectus provides you with the basic information you should know
before investing in any of the Portfolios. You should read it and keep it for
future reference. A Statement of Additional Information containing further
information about the Portfolios, dated ^ March 1, 1997, has been filed with the
Securities and Exchange Commission, and is incorporated by reference into this
prospectus. To obtain a free copy, write to INVESCO Funds Group, Inc., P.O. Box
173706, Denver, Colorado 80217-3706; call 1-800-525-8085; or on the World Wide
Web: http://www.invesco.com.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES
OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
<PAGE>
^CONTENTS
ESSENTIAL INFORMATION....................................................... 6
ANNUAL FUND EXPENSES........................................................ 7
FINANCIAL HIGHLIGHTS........................................................ ^11
INVESTMENT OBJECTIVE AND STRATEGY........................................... ^27
INVESTMENT POLICIES AND RISKS............................................... ^28
THE FUND AND ITS MANAGEMENT................................................. ^33
FUND PRICE AND PERFORMANCE.................................................. ^38
HOW TO BUY SHARES........................................................... ^39
FUND SERVICES............................................................... ^42
HOW TO SELL SHARES.......................................................... ^43
TAXES, DIVIDENDS^ AND CAPITAL GAIN DISTRIBUTIONS............................ ^46
ADDITIONAL INFORMATION...................................................... ^48
<PAGE>
ESSENTIAL INFORMATION
Investment Goal And Strategy. INVESCO Strategic Portfolios, Inc. (the
"Fund") is a mutual fund made up of a series of individually managed Portfolios.
Each Portfolio described in this prospectus is actively managed to seek capital
appreciation and, with respect to the Utilities Portfolio, income. Employing an
aggressive investment philosophy, the Portfolios normally invest at least 80% of
their total assets in equity securities of companies principally engaged in a
specific business sector. There is no guarantee that the Portfolios will meet
their investment objective. See "Investment Objective And Strategy" and
"Investment Policies And Risks."
Designed For: Investors seeking capital appreciation. While not a complete
investment program, one or more of these Portfolios may be a valuable element of
your investment portfolio. You also may wish to consider one or more of the
Portfolios as part of a Uniform Gift/Trust To Minors Account or systematic
investing strategy. The Portfolios may be a suitable investment for many types
of retirement programs, including the IRA, SEP-IRA, SARSEP, 401(k), Profit
Sharing, Money Purchase Pension, and 403(b) plans.
Time Horizon. Stock prices fluctuate on a daily basis, and each Portfolio's
price per share therefore varies daily. Potential shareholders should consider
this a medium- to long-term investment.
Risks. The Portfolios generally use an aggressive investment strategy and
may experience relatively rapid portfolio turnover. Because the Portfolios focus
on narrow business segments, they may experience greater short-term volatility
than more diversified funds. Rapid portfolio turnover may result in higher
brokerage commissions and the acceleration of taxable capital gains. The returns
on foreign investments may be influenced by currency fluctuations and other
risks of investing overseas. These policies make the Fund unsuitable for that
portion of your savings dedicated to current income or to preservation of
capital over the short-term. See "Investment Objective and Strategy" and
"Investment Policies and Risks."
Organization and Management. The Portfolios are series of the Fund, a
diversified, managed, no-load mutual fund. Each Portfolio is owned by its
shareholders. The Fund employs INVESCO Funds Group, Inc. ("IFG") (founded in
1932) to serve as investment adviser, administrator, distributor, and transfer
agent; and INVESCO Trust Company ("INVESCO Trust") (founded in 1969) as
investment sub-adviser.
Each Portfolio's investments are selected by its portfolio manager or
managers. See "The Fund And Its Management."
IFG and INVESCO Trust (collectively, "Fund Management") are part of a
global firm that ^ presently manages approximately ^ [$150] billion ^. The
parent company, ^[AMVESCO] PLC, is based in London, with money managers located
in Europe, North America, and the Far East. [INVESCO PLC changed its name to
AMVESCO PLC on _____________, 1997 as part of a merger between INVESCO PLC and
<PAGE>
AIM Management Group, Inc. thus creating one of the largest independent
investment management businesses in the world. IFG and INVESCO Trust will
continue to operate under their existing names.]
The Fund offers all of the following services at no charge:
Telephone purchases
Telephone exchanges
Telephone redemptions
Automatic reinvestment of distributions
Regular investment plans, such as EasiVest (the Fund's automatic monthly
investment program), Direct Payroll Purchase^ and Automatic Monthly
Exchange Periodic withdrawal plans
See "How To Buy Shares" and "How To Sell Shares."
Minimum Initial Investment: $1,000 per Portfolio, which is waived for
regular investment plans, including EasiVest and Direct Payroll Purchase, and
certain retirement plans.
Minimum Subsequent Investment: $50 per Portfolio (Minimums are lower for
certain retirement plans.)
ANNUAL FUND EXPENSES
The Portfolios whose shares are offered through this Prospectus are the
Energy, Environmental Services, Financial Services, Gold, Health Sciences,
Leisure, ^ Technology and Utilities Portfolios. These Portfolios are 100%
no-load; there are no fees to purchase, exchange or redeem shares, nor any
ongoing marketing ("12b-1") expenses. Lower expenses benefit Fund shareholders
by increasing the Fund's total return.
Like any company, each Portfolio has operating expenses ^ such as portfolio
management, accounting, shareholder servicing, maintenance of shareholder
accounts^ and other expenses. These expenses are paid from each Portfolio's
assets. Lower expenses therefore benefit investors by increasing a Portfolio's
total return. We calculate annual operating expenses as a percentage of each
Portfolio's average annual net assets.
^
<PAGE>
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Energy Portfolio
Management Fee 0.75%
12b-1 Fees None
Other Expenses(1) ^ 0.55%
Total Portfolio Operating
Expenses(1) ^ 1.30%
Environmental Services Portfolio
Management Fee 0.75%
12b-1 Fees None
Other Expenses (after absorbed ^ expenses)(1)(2) 0.86%
Total Portfolio Operating
Expenses (after absorbed ^ expenses)(1)(2) 1.61%
Financial Services Portfolio
Management Fee ^ 0.73%
12b-1 Fees None
Other Expenses(1) ^ 0.38%
Total Portfolio Operating
Expenses(1) ^ 1.11%
Gold Portfolio
Management Fee 0.75%
12b-1 Fees None
Other Expenses(1) ^ 0.47%
Total Portfolio Operating
Expenses(1) ^ 1.22%
Health Sciences Portfolio
Management Fee ^ 0.65%
12b-1 Fees None
Other Expenses(1) ^ 0.33%
Total Portfolio Operating
Expenses(1) ^ 0.98%
Leisure Portfolio
Management Fee 0.75%
12b-1 Fees None
Other Expenses(1) ^ 0.55%
Total Portfolio Operating
Expenses(1) ^ 1.30%
Technology Portfolio
Management Fee ^ 0.70%
12b-1 Fees None
Other Expenses(1) ^ 0.38%
Total Portfolio Operating
Expenses(1) ^ 1.08%
<PAGE>
^ Utilities Portfolio
Management Fee 0.75%
12b-1 Fees None
Other Expenses (after absorbed expenses)(1)(2) 0.42%
Total Portfolio Operating
Expenses (after absorbed expenses)(1)(2) 1.17%
(1) It should be noted that the Portfolio's actual total operating expenses were
lower than the figures shown because the Portfolio's custodian fees were reduced
under an expense offset arrangement. However, as a result of an SEC requirement
for mutual funds to state their total operating expenses without crediting any
such expense offset arrangement, the figures shown above do not reflect these
reductions. In comparing expenses for different years, please note that the
Ratios of Expenses to Average Net Assets shown under "Financial Highlights" do
reflect any reductions for periods prior to the fiscal year ended October 31,
1996. See "The Fund and Its Management."
(2) Certain expenses of the Environmental Services ^ and Utilities Portfolios
are being absorbed voluntarily by IFG. ^ In the absence of such ^ absorbed
expenses, the Environmental Services Portfolio's "Other Expenses" and "Total
Portfolio Operating Expenses^" would have been 1.10% and 1.85%, respectively;
and the Utilities Portfolio's "Other Expenses" and "Total Portfolio Operating
Expenses" would have been 0.50% and 1.25%, respectively, based on ^ each
Portfolio's actual expenses for the fiscal year ended October 31, ^ 1996.
Example
A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming a hypothetical 5% annual return and redemption at
the end of each time period. (Of course, actual operating expenses are paid from
each Portfolio's assets^ and are deducted from the amount of income available
for distribution to shareholders; they are not charged directly to shareholder
accounts.)
<PAGE>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Energy Portfolio ^ $13 $41 $72 $158
Environmental Services 16 ^ 51 88 191
Portfolio
Financial Services ^ 11 35 61 136
Portfolio
Gold Portfolio ^ 13 39 67 148
Health Sciences ^ 10 31 54 121
Portfolio
Leisure Portfolio 13 41 ^ 72 158
Technology Portfolio 11 ^ 35 60 132
Utilities Portfolio 12 37 64 142
The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. THE EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE OR EXPENSES,
AND ACTUAL ANNUAL RETURNS AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
For more information on each Portfolio's expenses, see "The Fund ^ And Its
Management" and "How ^ To Buy Shares -- Distribution Expenses."
<PAGE>
INVESCO Strategic Portfolios, Inc.
FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)
Year Ended October 31, 1996
The following information has been audited by Price Waterhouse LLP,
independent accountants. This information should be read in conjunction with the
audited financial statements and the independent accountant's report thereon
appearing in the Fund's ^ 1996 Annual Report to Shareholders, which is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by contacting IFG at the address or telephone number on
the cover of this prospectus. ^
<TABLE>
<CAPTION>
Year Ended October 31
-----------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Energy Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $10.09 $10.77 $11.53 $9.14 $11.28 $12.06 $11.68 $9.29 $8.22 $8.33
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INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.04 0.09 0.06 0.13 0.05 0.09 0.16 0.20 0.11 0.11
Net Gains or (Losses)
on Securities (Both
Realized and Unrealized) 4.94 (0.68) (0.76) 2.36 (2.17) (0.76) 0.33 2.43 1.24 0.42
-----------------------------------------------------------------------------------------
Total from Investment
Operations 4.98 (0.59) (0.70) 2.49 (2.12) (0.67) 0.49 2.63 1.35 0.53
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LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.04 0.09 0.06 0.10 0.02 0.11 0.11 0.24 0.17 0.11
Distributions from
Capital Gains 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.11 0.53
-----------------------------------------------------------------------------------------
Total Distributions 0.04 0.09 0.06 0.10 0.02 0.11 0.11 0.24 0.28 0.64
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Net Asset Value -
End of Period $15.03 $10.09 $10.77 $11.53 $9.14 $11.28 $12.06 $11.68 $9.29 $8.22
=========================================================================================
TOTAL RETURN 49.33% (5.45%) (6.04%) 27.18% (18.74%) (5.55%) 4.18% 28.32% 16.77% 6.31%
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $236,169 $48,284 $73,767 $50,272 $17,048 $12,130 $19,476 $8,617 $5,831 $12,023
Ratio of Expenses to
Average Net Assets 1.30%@ 1.53%@ 1.35% 1.18% 1.73% 1.69% 1.42% 1.75% 1.90% 1.30%
Ratio of Net Investment
Income to Average
Net Assets 0.54% 0.72% 0.65% 0.86% 0.32% 0.83% 1.04% 1.73% 0.99% 1.32%
Portfolio Turnover Rate 392% 300% 123% 190% 370% 337% 321% 109% 177% 452%
Average Commission Rate
Paid^^ $0.0794 - - - - - - - - -
</TABLE>
+ Distributions in excess of net investment income for the year ended October
31, 1996, aggregated less than $0.01 on a per share basis.
@ Ratio is based on Total Expenses of the Portfolio, which is before any expense
offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold, which is required to be disclosed
for fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Period
Ended
Year Ended October 31 October 31
----------------------------------------------------
1996 1995 1994< 1993< 1992 1991^
<S> <C> <C> <C> <C> <C> <C>
Environmental Services Portfolio
PER SHARE DATA
Net Asset Value - Beginning of Period $8.12 $6.50 $6.80 $7.54 $8.97 $8.00
-----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.06 0.08 0.06 (0.02) (0.04) (0.07)
Net Gains or (Losses) on Securities
(Both Realized and Unrealized) 2.02 1.62 (0.30) (0.72) (1.39) 1.04
-----------------------------------------------------
Total from Investment Operations 2.08 1.70 (0.24) (0.74) (1.43) 0.97
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LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.06 0.08 0.06 0.00 0.00 0.00
-----------------------------------------------------
Net Asset Value - End of Period $10.14 $8.12 $6.50 $6.80 $7.54 $8.97
=====================================================
TOTAL RETURN 25.58% 26.09% (3.51%) (9.85%) (15.90%) 12.11%*
RATIOS
Net Assets - End of Period ($000 Omitted) $26,794 $22,756 $29,276 $40,589 $17,685 $8,001
Ratio of Expenses to Average Net Assets# 1.61%@ 1.57%@ 1.29% 1.62% 1.85% 2.50%~
Ratio of Net Investment Income (Loss) to
Average Net Assets# 0.47% 0.65% 0.61% (0.40%) (1.23%) (1.81%)~
Portfolio Turnover Rate 142% 195% 211% 155% 113% 69%*
Average Commission Rate Paid^^ $0.1639 - - - - -
</TABLE>
<PAGE>
^ From January 2, 1991, commencement of operations, to October 31, 1991.
< The per share information was computed based on weighted average shares.
* ^ Based on operations for the period shown and, accordingly, are not
representative of a full year.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended October 31, 1996, 1995 and 1994. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have been
1.85%, 1.93% and 1.43%, respectively, and ratio of net investment income to
average net assets would have been 0.23%, 0.29% and 0.47%, respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
~ Annualized
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended October 31
-----------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Financial Services Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $18.95 $15.31 $20.28 $15.28 $14.67 ^ $7.19 $9.05 $7.55 $6.37 $7.74
-----------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.50 0.29 0.29 0.24 0.20 0.10 (0.01) 0.10 0.12 0.07
Net Gains or (Losses) on
Securities (Both
Realized and Unrealized) 5.18 3.64 (0.66) 5.00 1.52 7.56 (1.82) 2.30 1.19 (1.26)
-----------------------------------------------------------------------------------------
Total from Investment
Operations 5.68 3.93 (0.37) 5.24 1.72 7.66 (1.83) 2.40 1.31 (1.19)
-----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.50 0.29 0.29 0.24 0.20 0.08 0.01 0.09 0.13 0.06
In Excess of Net Investment
Income 0.05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from
Capital Gains 1.14 0.00 4.31 0.00 0.91 0.10 0.02 0.81 0.00 0.12
-----------------------------------------------------------------------------------------
Total Distributions 1.69 0.29 4.60 0.24 1.11 0.18 0.03 0.90 0.13 0.18
-----------------------------------------------------------------------------------------
Net Asset Value -
End of Period $22.94 $18.95 $15.31 $20.28 $15.28 $14.67 ^ $7.19 $9.05 $7.55 $6.37
=========================================================================================
TOTAL RETURN 31.48% 25.80% (2.24%) 34.33% 11.74% 106.63% (20.25%) 31.66% 20.69% (15.37%)
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $542,688 $410,048 $266,170 $384,131 $189,708 $95,144 $1,315 $2,208 $2,322 $1,194
Ratio of Expenses to
Average Net Assets 1.11%@ 1.26%@ 1.18% 1.03% 1.07% 1.13% 2.50% 2.50% 1.95% 1.50%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 2.48% 2.10% 1.66% 1.16% 1.28% 1.76% (0.16%) 1.05% 1.71% 1.18%
Portfolio Turnover Rate 141% 171% 88% 236% 208% 249% 528% 217% 175% 284%
Average Commission
Rate Paid^^ $0.0835 - - - - - - - - -
</TABLE>
@ Ratio is based on Total Expenses of the Portfolio, which is before any
expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended October 31
----------------------------------------------------------------------------------------
1996 1995 1994 1993< 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gold Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period ^ $5.21 $5.68 $6.23 $3.99 $4.26 $4.29 $5.29 $5.03 $5.60 $5.08
----------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.01) 0.01 (0.02) (0.01) (0.01) (0.01) 0.01 0.03 0.03 0.06
Net Gains or (Losses)
on Securities (Both
Realized and Unrealized) 2.80 (0.47) (0.53) 2.25 (0.26) (0.02) (1.00) 0.28 (0.58) 0.57
----------------------------------------------------------------------------------------
Total from Investment
Operations 2.79 (0.46) (0.55) 2.24 (0.27) (0.03) (0.99) 0.31 (0.55) 0.63
----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.00 0.01 0.00 0.00 0.00 0.00 0.01 0.05 0.02 0.06
Distributions from
Capital Gains 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.05
----------------------------------------------------------------------------------------
Total Distributions 0.00 0.01 0.00 0.00 0.00 0.00 0.01 0.05 0.02 0.11
----------------------------------------------------------------------------------------
Net Asset Value -
End of Period ^ $8.00 $5.21 $5.68 $6.23 $3.99 $4.26 $4.29 $5.29 $5.03 $5.60
========================================================================================
TOTAL RETURN 53.55% (8.12%) (8.83%) 56.27% (6.51%) (0.51%) (18.70%) 6.13% (9.84%) 12.43%
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $277,892 $151,779 $271,163 $292,940 $46,212 $46,383 $35,757 $34,255 $32,481 $37,853
Ratio of Expenses to
Average Net Assets 1.22%@ 1.32%@ 1.07% 1.03% 1.41% 1.47% 1.32% 1.63% 1.58% 1.15%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.08%) 0.13% (0.32%) (0.21%) (0.23%) (0.25%) 0.26% 0.69% 0.62% 0.98%
Portfolio Turnover Rate 155% 72% 97% 142% 101% 43% 107% 77% 47% 124%
Average Commission Rate
Paid^^ $0.0415 - - - - - - - - -
</TABLE>
< The per share information was computed based on weighted average shares.
@ Ratio is based on Total Expenses of the Portfolio, which is before any
expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended October 31
-----------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Health Sciences Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $50.47 $35.09 $33.49 $35.65 $40.60 $20.61 $19.49 $14.29 $11.69 $12.78
-----------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.07 (0.03) (0.24) (0.13) 0.11 0.14 0.21 0.15 (0.09) (0.01)
Net Gains or (Losses) on
Securities (Both
Realized and Unrealized) 8.78 15.41 1.84 (2.02) (4.52) 23.45 1.32 7.06 2.72 (0.18)
-----------------------------------------------------------------------------------------
Total from Investment
Operations 8.85 15.38 1.60 (2.15) (4.41) 23.59 1.53 7.21 2.63 (0.19)
-----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.07 0.00 0.00 0.01 0.10 0.12 0.20 0.06 0.00 0.00
Distributions from
Capital Gains+ 4.01 0.00 0.00 0.00 0.44 3.48 0.21 1.95 0.03 0.90
-----------------------------------------------------------------------------------------
Total Distributions 4.08 0.00 0.00 0.01 0.54 3.60 0.41 2.01 0.03 0.90
-----------------------------------------------------------------------------------------
Net Asset Value -
End of Period $55.24 $50.47 $35.09 $33.49 $35.65 $40.60 $20.61 $19.49 $14.29 $11.69
=========================================================================================
TOTAL RETURN 17.99% 43.83% 4.78% (6.01%) (10.86%) 114.54% 7.85% 50.47% 22.56% (1.50%)
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $933,828 $860,926 $473,926 $560,294 $756,791 $744,927 $88,150 $26,765 $10,027 $10,405
Ratio of Expenses to
Average Net Assets 0.98%@ 1.15%@ 1.19% 1.16% 1.00% 1.03% 1.12% 1.42% 1.65% 1.42%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.11% (0.08%) (0.57%) (0.34%) 0.26% 0.55% 1.18% 0.79% (0.48%) (0.17%)
Portfolio Turnover Rate 90% 107% 80% 87% 91% 100% 242% 272% 280% 364%
Average Commission Rate
Paid^^ $0.1204 - - - - - - - - -
</TABLE>
+ For the year ended October 31, 1993, the Portfolio declared a Capital Gains
distribution which aggregated less than $0.01 on a per share basis.
@ Ratio is based on Total Expenses of the Portfolio, which is before any
expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended October 31
--------------------------------------------------------------------------------------------
1996 1995 1994 1993< 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Leisure Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $23.78 $22.63 $25.47 $16.29 $14.85 $10.14 $14.53 $11.99 $9.00 $11.38
--------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.04 0.08 (0.01) (0.02) (0.01) (0.01) 0.01 0.22 0.04 (0.05)
Net Gains or (Losses) on
Securities (Both
Realized and Unrealized) 2.25 2.06 (0.94) 9.20 2.44 6.84 (3.69) 4.52 2.95 (0.90)
--------------------------------------------------------------------------------------------
Total from Investment
Operations 2.29 2.14 (0.95) 9.18 2.43 6.83 (3.68) 4.74 2.99 (0.95)
--------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.04 0.08 0.00 0.00 0.00 0.00 0.03 0.21 0.00 0.00
Distributions from
Capital Gains 2.25 0.91 1.89 0.00 0.99 2.12 0.68 1.99 0.00 1.43
In Excess of Capital Gains 0.89 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------------------
Total Distributions 3.18 0.99 1.89 0.00 0.99 2.12 0.71 2.20 0.00 1.43
--------------------------------------------------------------------------------------------
Net Asset Value -
End of Period $22.89 $23.78 $22.63 $25.47 $16.29 $14.85 $10.14 $14.53 $11.99 $9.00
============================================================================================
TOTAL RETURN 10.66% 9.98% (3.92%) 56.36% 16.34% 67.40% (25.33%) 39.58% 33.21% (8.38%)
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $252,297 $265,181 $282,649 $351,685 $40,140 $14,406 $5,064 $12,569 $5,624 $2,721
Ratio of Expenses to
Average Net Assets 1.30%@ 1.29%@ 1.17% 1.14% 1.51% 1.86% 1.84% 1.38% 1.89% 1.50%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.18% 0.31% 0.00% (0.11%) (0.33%) (0.24%) 0.10% 1.44% 0.16% (0.37%)
Portfolio Turnover Rate 56% 119% 116% 116% 148% 122% 89% 119% 136% 376%
Average Commission Rate
Paid^^ $0.1503 - - - - - - - - -
</TABLE>
< The per share information was computed based on weighted average shares.
+ Distributions in excess of net investment income for the years ended October
31, 1996 and 1995, aggregated less than $0.01 on a per share basis.
@Ratio is based on Total Expenses of the Portfolio, which is before any
expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended October 31
-------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992< 1991< 1990< 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Technology Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $34.33 $24.94 $26.99 $20.20 $18.10 $11.61 $12.66 $10.11 $8.49 $9.29
------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.07 (0.02) (0.02) (0.15) (0.09) (0.09) (0.01) (0.29) (0.29) (0.11)
Net Gains or (Losses) on
Securities (Both
Realized and Unrealized) 5.76 10.20 1.19 6.94 2.19 10.97 (1.04) 2.84 1.91 (0.68)
------------------------------------------------------------------------------------------
Total from Investment
Operations 5.83 10.18 1.17 6.79 2.10 10.88 (1.05) 2.55 1.62 (0.79)
------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from
Capital Gains 5.86 0.79 3.22 0.00 0.00 4.39 0.00 0.00 0.00 0.01
------------------------------------------------------------------------------------------
Total Distributions 5.93 0.79 3.22 0.00 0.00 4.39 0.00 0.00 0.00 0.01
------------------------------------------------------------------------------------------
Net Asset Value -
End of Period $34.23 $34.33 $24.94 $26.99 $20.20 $18.10 $11.61 $12.66 $10.11 $8.49
==========================================================================================
TOTAL RETURN 19.98% 42.19% 5.04% 33.63% 11.57% 93.73% (8.28%) 25.24% 19.02% (8.54%)
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $789,611 $563,109 $327,260 $248,803 $165,083 $63,119 $20,190 $8,525 $9,652 $9,289
Ratio of Expenses to
Average Net Assets 1.08%@ 1.12%@ 1.17% 1.13% 1.12% 1.19% 1.25% 1.59% 1.72% 1.47%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.24% (0.06%) (0.55%) (0.69%) (0.45%) (0.53%) (0.06%) (0.62%) (0.90%) (0.68%)
Portfolio Turnover Rate 168% 191% 145% 184% 169% 307% 345% 259% 356%# 556%
Average Commission Rate
Paid^^ $0.1557 - - - - - - - - -
</TABLE>
< The per share information was computed based on weighted average shares.
+ Distributions in excess of net investment income for the year ended October
31, 1996, aggregated less than $0.01 on a per share basis.
@ Ratio is based on Total Expenses of the Portfolio, which is before any expense
offset arrangements.
# For the year ended October 31, 1988, the value of securities acquired in
connection with the acquisition of the net assets of World of Technology, Inc.
was excluded when computing the Portfolio turnover rate.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
<TABLE>
<CAPTION>
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
Year Ended October 31
------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Utilities Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $10.61 $9.76 $12.80 $10.10 $9.95 $8.35 $9.39 $8.59 $8.05 $8.74
------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.37 0.44 0.33 0.29 0.27 0.39 0.32 0.39 0.40 0.39
Net Gains or (Losses) on
Securities (Both
Realized and Unrealized) 1.43 0.84 (1.12) 2.71 0.92 1.58 (1.04) 1.51 0.54 (0.68)
------------------------------------------------------------------------------------------
Total from Investment
Operations 1.80 1.28 (0.79) 3.00 1.19 1.97 (0.72) 1.90 0.94 (0.29)
------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.37 0.43 0.25 0.30 0.26 0.37 0.32 0.38 0.40 0.39
Distributions from
Capital Gains 0.00 0.00 2.00 0.00 0.78 0.00 0.00 0.72 0.00 0.01
------------------------------------------------------------------------------------------
Total Distributions 0.37 0.43 2.25 0.30 1.04 0.37 0.32 1.10 0.40 0.40
------------------------------------------------------------------------------------------
Net Asset Value -
End of Period $12.04 $10.61 $ 9.76 $12.80 $10.10 $ 9.95 $ 8.35 $ 9.39 $ 8.59 $ 8.05
==========================================================================================
TOTAL RETURN 17.18% 13.48% (7.22%) 29.88% 12.04% 23.98% (7.82%) 22.40% 12.16% (3.41%)
<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $153,082 $134,468 $139,579 $181,738 $107,561 $69,267 $30,730 $23,955 $18,407 $16,111
Ratio of Expenses to
Average Net Assets# 1.17%@ 1.18%@ 1.13% 1.06% 1.13% 1.21% 1.26% 1.35% 1.39% 1.39%
Ratio of Net Investment Income
to Average Net Assets# 3.28% 4.47% 3.33% 2.66% 2.73% 4.19% 3.48% 4.07% 4.93% 5.07%
Portfolio Turnover Rate 141% 185% 180% 202% 226% 151% 264% 220% 164% 84%
Average Commission Rate
Paid^^ $0.0895 - - - - - - - - -
</TABLE>
+ Distributions in excess of net investment income for the year ended October
31, 1996, aggregated less than $0.01 on a per share basis.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended October 31, 1996, 1995 and 1994. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have been
1.25%, 1.30% and 1.14%, respectively, and ratio of net investment income to
average net assets would have been 3.20%, 4.34% and 3.32%, respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
INVESTMENT OBJECTIVE AND STRATEGY
Each Portfolio, which is a separate series of the Fund, seeks capital
appreciation and, with respect to the Utilities Portfolio, income. This
investment objective is fundamental and cannot be changed without the approval
of the Portfolio's shareholders. The investment strategy is aggressive; holdings
are focused on equity securities whose price appreciation is expected to outpace
that of the overall sector in which the Portfolio invests. These stocks may not
pay regular dividends. Each Portfolio normally invests at least 80% of its total
assets in the equity securities (common and preferred stocks, and convertible
bonds) of companies principally engaged in a specific business sector. There is
no assurance that ^ a Portfolio's investment objective will be met.
Each business sector typically consists of numerous industries. In ^
determining whether a company is principally engaged in a particular business
sector, Fund Management must determine that the company derives more than 50% of
its gross income or net sales from activities in that sector; or that the
company dedicates more than 50% of its assets to the production of revenues from
that sector, or, if based on available financial information, a question exists
whether a company meets one of these standards, Fund Management determines that
the company's primary business is within the business sector designated for
investment by that Portfolio.
The remainder of each Portfolio's assets may be invested in any securities
or other instruments deemed appropriate by Fund Management, consistent with the
Portfolio's investment policies and restrictions. These investments include debt
securities issued by companies principally engaged in the Portfolio's business
sector, debt or equity securities issued by companies outside the Portfolio's
business sector, short-term high grade debt obligations maturing no later than
one year from the date of purchase (including U.S. government and agency
securities, domestic bank certificates of deposit, commercial paper rated at
least A-2 by Standard & Poor's or P-2 by Moody's Investors Service, Inc., and
repurchase agreements), and cash.
The Portfolios are actively traded. Economic conditions and market
circumstances vary from day to day; securities may be bought and sold relatively
frequently as their suitability as a portfolio holding changes.
When Fund Management believes market or economic conditions are adverse, a
Portfolio may act defensively -- that is, temporarily invest up to 100% of its
total assets in short-term high grade debt obligations as described above or
cash, seeking to protect its assets until conditions stabilize.
<PAGE>
INVESTMENT POLICIES AND RISKS
Industry Concentration. Each Portfolio's holdings normally will be
concentrated in a single, specific business sector. Compared to the broad
market, an individual sector may be more strongly affected by changes in the
economic climate; broad market shifts; moves in a particular, dominant stock; or
regulatory changes. Investors should be prepared for volatile short-term
movement in net asset value. Each Portfolio attempts to reduce these risks by
diversifying its investments among many individual securities; further, a
Portfolio may not invest more than 5% of its total assets in the securities of
any one issuer (other than obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities). However, of itself, an
investment in one or more of the Portfolios does not constitute a balanced
investment program.
The Technology Portfolio may not invest more than 25% of its total assets
in a single industry (e.g., computer software) within the technology business
sector. The other Portfolios do not operate under this restriction.
The Portfolios are concentrated in these industry sectors:
Energy: energy companies including oil, natural gas, coal, uranium;
geothermal, solar, or nuclear power; or new energy sources. Companies may be in
the business of exploration, development, production, processing or distribution
of these energy resources. Companies may also provide supplies, services, or
transportation to energy companies, or energy conservation or pollution control
technologies. Up to 25% of the Portfolio's total assets, measured at the time of
purchase, may be invested in foreign securities. Securities of Canadian issuers
and American Depository Receipts ("ADRs") are not subject to this 25%
limitation.
Market prices of these businesses may be adversely affected by foreign
government, federal or state regulations on energy production, distribution and
sale.
Environmental Services: waste management, pollution control, and similar
companies offering products and services related to environmental concerns in
the United States and foreign countries. Environmental services include
treatment, reduction, and/or disposal of waste; decontamination, monitoring or
transportation; remedial services; landfills, recycling, incineration, pollution
reduction projects and systems; environmental insurance and surety bonding;
development of alternative energy sources; safety and protection equipment for
environmental workers; specialty environmental services; and the production of
biodegradable or otherwise environmentally safe products and technologies
<PAGE>
related to pollution control. Up to 100% of the Portfolio's total assets may
be invested in foreign companies.
The environmental services sector has been positively influenced by
legislation that has resulted in stricter government regulations and enforcement
policies for both commercial and government generators of waste materials, as
well as specific expenditures designated for remedial clean-up efforts. These
regulations are subject to change, which could adversely affect these
businesses. Since the materials handled and processes involved include hazardous
components, there is significant liability risk. In addition, there are also
risks of intense competition within this sector.
Financial Services: financial service companies including commercial and
industrial banks, savings & loan associations, consumer and industrial finance,
leasing, securities brokerage and insurance companies. Up to 25% of the
Portfolio's total assets, measured at the time of purchase, may be invested in
foreign securities. Securities of Canadian issuers and ADRs are not subject to
this 25% limitation.
Many of these industries are subject to extensive governmental regulation,
which may change frequently. The firms' profitability is largely dependent upon
the availability and cost of capital funds, and may fluctuate significantly in
response to changes in interest rates, as well as changes in general economic
conditions. From time to time, severe competition may also affect the
profitability of insurance companies in particular.
Gold: companies engaged in mining, exploring, processing, or dealing or
investing in gold. Up to 10% of the Portfolio's total assets may be invested in
gold bullion. Up to 100% of the Portfolio's total assets may be invested in
foreign companies.
Due to monetary and political policies on a national and international
level, the price of gold is subject to substantial fluctuations, which will have
an effect on the profitability and market value of these companies. Changes in
political or economic climate for the two largest producers -- South Africa and
the former Soviet Union -- may have a direct impact on the price of gold
worldwide. The Gold Portfolio's investments in gold bullion will earn no income
return; appreciation in the market price of gold is the sole manner in which the
Portfolio would be able to realize gains on such investments. Furthermore, the
Portfolio may encounter storage and transaction costs in connection with its
ownership of gold bullion that may be higher than those associated with the
purchase, holding and sale of more traditional types of investments.
Health Sciences: companies which develop, produce, or distribute products
or services related to health-care. These include medical equipment or supplies,
<PAGE>
pharmaceuticals, health-care facilities, and applied research and
development of new products or processes. Up to 25% of the Portfolio's total
assets, measured at the time of purchase, may be invested in foreign securities.
Securities of Canadian issuers and ADRs are not subject to this 25% limitation.
Many of these activities are funded or subsidized by federal and state
governments; withdrawal or curtailment of this support could have an adverse
impact on the profitability, and market prices, of such companies. Changes in
government regulation could also have an adverse impact. Further, continuing
technological advances may mean rapid obsolescence of products and services.
Leisure: companies that design, produce or distribute leisure-time products
or services. These include recreational equipment, toys, games, photographic
equipment, and musical instruments, as well as entertainment industries such as
cable television, music, motion ^ pictures, broadcasting, advertising and
publishing. In addition, companies engaged in air transportation, lodging,
sports arenas, gambling casinos, amusement or theme parks, and restaurants may
be included. Up to 25% of the Portfolio's total assets, measured at the time of
purchase, may be invested in foreign securities. Securities of Canadian issuers
and ADRs are not subject to this 25% limitation.
Many of these industries are dependent upon consumer discretionary
spending, which may fluctuate, particularly during economic downturns.
Securities of gambling casinos may be subject to above-average price volatility
and considered speculative. Video and electronic games are subject to risks of
rapid obsolescence. These factors may adversely affect the market value of the
securities of the companies involved.
Technology: technology-related industries such as computers,
communications, video, electronics, oceanography, office and factory automation,
and robotics. Up to 25% of the Portfolio's total assets, measured at the time of
purchase, may be invested in foreign securities. Securities of Canadian issuers
and ADRs are not subject to this 25% limitation.
Many of these products and services are subject to rapid obsolescence,
which may adversely affect market value of the securities of the companies
involved.
Utilities: companies that manufacture, produce, generate, transmit or sell
gas or electricity, as well as communications firms, such as telephone,
telegraph, satellite, microwave and other media (excluding broadcasting). Up to
25% of the Portfolio's total assets, measured at the time of purchase, may be
invested in foreign securities. Securities of Canadian issuers and ADRs are not
subject to the 25% limitation.
<PAGE>
Difficulties in obtaining adequate financing and investment return,
environmental issues, prices of fuel for electric generation, availability of
natural gas, and risks associated with nuclear power facilities may each
adversely affect the market value of the Portfolio's holdings at different
times. Compared to the broad market, the public utilities sector may be more
strongly affected by changes in the economic climate; broad market shifts; moves
in a particular, dominant stock; or regulatory changes.
Each Portfolio may invest in the following types of securities:
Equity Securities. The equity securities in which the Portfolios invest may
be issued by either established, well-capitalized companies, or newly-formed
small capitalization ("small cap") companies. These securities may be traded on
national, regional or foreign stock exchanges or in the over-the-counter market.
Small cap companies frequently have limited operating histories, product lines
and financial and managerial resources, and may face intense competitive
pressures from larger companies. The market prices of small cap stocks may be
more volatile than the stocks of larger companies both because they typically
trade in lower volumes and because small cap firms may be more vulnerable to
changes in their earnings and prospects.
Foreign Securities. Each Portfolio's investments may include foreign
securities, which involve certain risks.
For U.S. investors, the returns on foreign debt securities are influenced
not only by the returns on the foreign investments themselves, but also by
currency fluctuations. That is, when the U.S. dollar generally rises against
foreign currencies, returns on foreign securities for a U.S. investor may
decrease. By contrast, in a period when the U.S. dollar generally declines,
those returns may increase.
Other aspects of international investing to consider include:
-less publicly available information than is generally available about U.S.
issuers;
-differences in accounting, auditing and financial reporting standards;
-generally higher commission rates on foreign portfolio transactions and
longer settlement periods;
-smaller trading volumes and generally lower liquidity of foreign stock
markets, which may cause greater price volatility; and
<PAGE>
-investments in certain countries may be subject to foreign withholding
taxes, which may reduce dividend income or capital gains payable to
shareholders.
There is also the possibility of expropriation or confiscatory taxation;
adverse changes in investment or exchange control regulations; political
instability; potential restrictions on the flow of international capital; and
the possibility of a Portfolio experiencing difficulties in pursuing legal
remedies and collecting judgments.
ADRs represent shares of a foreign corporation held by a U.S. bank that
entitle the holder to all dividends and capital gains. ADRs are denominated in
U.S. dollars and trade in the U.S. securities markets. ADRs are subject to some
of the same risks as direct investments in foreign securities, including the
risk that material information about the issuer may not be disclosed in the
United States and the risk that currency fluctuations may adversely affect the
value of the ADR.
In order to hedge against fluctuations in foreign exchange rates, the
Portfolios may enter into contracts to purchase or sell foreign currencies at a
future date ("forward contracts"). Forward contracts and their risks are
discussed under "Investment Policies and Restrictions" in the Statement of
Additional Information.
Illiquid and Rule 144A Securities. Each Portfolio may invest up to 10% of
its total assets, measured at the time of purchase, in illiquid securities,
including securities that are subject to restrictions on resale and securities
that are not readily marketable. Investments in illiquid securities are subject
to the risk that a Portfolio may not be able to dispose of a security at the
time desired or at a reasonable price, or may have to bear the expense and delay
of registering the security in order to resell it. The Portfolios' investments
in restricted securities may include securities that may be resold to
institutional investors ("Rule 144A Securities"). The liquidity of Rule 144A
Securities could be impaired if dealers or institutional investors become
uninterested in purchasing them. For more information concerning Rule 144A
Securities, see "Investment Policies and Restrictions" in the Statement of
Additional Information.
Securities Lending. The Portfolios may seek to earn additional income by
lending securities to qualified brokers, dealers, banks, or other financial
institutions, on a fully collateralized basis. For further information on this
policy, see "Investment Policies and Restrictions" in the Statement of
Additional Information.
<PAGE>
Repurchase Agreements. The Portfolios may invest money, for as short a
time as overnight, using repurchase agreements ("repos"). With a repo, a
Portfolio buys a debt instrument, agreeing simultaneously to sell it back to the
prior owner at an agreed-upon price. The Portfolio could incur costs or delays
in seeking to sell the instrument if the prior owner defaults on its repurchase
obligation. To reduce that risk, securities that are the subject of the
repurchase agreement will be maintained with the Fund's custodian in an amount
at least equal to the repurchase price under the agreement (including accrued
interest). These agreements are entered into only with member banks of the
Federal Reserve System, registered broker-dealers^ and registered U.S.
government securities dealers that are deemed creditworthy under standards
established by the Fund's board of directors.
Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover. The Portfolios do not trade for short-term profit; however, at the
discretion of Fund Management, securities may be sold regardless of how long
they have been held when investment considerations warrant such action. The
portfolio turnover rate of each Portfolio therefore may be higher than some
other mutual funds with the same investment objective. This policy also may
result in greater brokerage commissions and acceleration of capital gains which
are taxable when distributed to shareholders. The Statement of Additional
Information includes an expanded discussion of the Portfolios' portfolio
turnover rates, their brokerage practices and certain federal income tax
matters.
For a further discussion of risks associated with an investment in the
Fund, see "Investment Policies and Restrictions" and "Investment Practices" in
the Statement of Additional Information.
Investment Restrictions. Certain restrictions, which are set forth in the
Statement of Additional Information, may not be altered without the approval of
the Portfolios' shareholders. For example, a Portfolio may not borrow money
except from banks for temporary or emergency purposes (but not for investment)
in an amount not to exceed 10% of its net assets. In addition, except for the
Portfolios' policies regarding investments in foreign securities and foreign
currencies, the investment objective and policies described in this prospectus
under "Investment Objective and Strategy" and "Investment Policies and Risks"
are fundamental and may not be changed without a vote of the ^ Portfolios'
shareholders.
THE FUND AND ITS MANAGEMENT
The Fund is a no-load mutual fund, registered with the Securities and
Exchange Commission as a diversified, open-end management investment company. It
was incorporated on August 10, 1983, under the laws of Maryland.
<PAGE>
The Fund's board of directors has responsibility for overall supervision
of the Fund^ and reviews the services provided by the adviser and sub-adviser.
Under an agreement with the Fund, INVESCO Funds Group, Inc. ("IFG"), 7800 E.
Union Avenue, Denver, Colorado 80237, serves as investment manager for each
Portfolio; it is primarily responsible for providing the Fund with various
administrative services. IFG's wholly-owned subsidiary, INVESCO Trust Company
("INVESCO Trust"), is the Fund's sub-adviser and is primarily responsible for
managing the Portfolios' investments. Together, IFG and INVESCO Trust constitute
"Fund Management."
The following managers have the responsibility for the day-to-day
management of each Portfolio's holdings:
Energy: Since ^ 1996, Albert M. Grossi, portfolio manager of INVESCO Trust
Company. ^ Mr. Grossi also serves as portfolio manager of INVESCO Worldwide
Capital Goods Fund. Mr. Grossi was portfolio manager/senior analyst of
Westinghouse Pension Investments Corp. (1988 to 1995); retail equity marketing
coordinator for E. F. Hutton (1981 to 1988); securities analyst for Shearson
American Express (1975 to 1981) and for Mutual Benefit Life Insurance (1974 to
1975). Mr. Grossi earned an MBA and a BA from Rutgers University.
Environmental Services: Since 1995, ^ Gerard F. Hallaren, Jr. He also
serves as co-portfolio manager of the Technology Portfolio. Mr. Hallaren joined
INVESCO Trust Company^ in 1994, served as a research analyst ^ from 1994 to 1995
and became a vice president in 1995. Mr. Hallaren was a vice president and
research analyst with Hanifen Imhoff (1992 to 1994); a retail broker with
Merrill Lynch (1991); director of business planning for MiniScribe Corporation
(1989 to 1990); and served as a research analyst with various firms beginning in
1978. Mr. Hallaren earned a B.A. from the University of Massachusetts, Amherst,
and is a Chartered Financial Analyst.
Financial Services: Since ^ 1996, Daniel B. Leonard. He also serves as
portfolio manager of ^ the Gold Portfolio and co- portfolio manager of the
Technology Portfolio. He joined INVESCO in 1975 and was appointed successively
portfolio manager (1975- 1983; 1985-1991) and senior vice president (1975-1983;
1985-1991) of INVESCO Funds Group, Inc., as well as vice president (1977-1983)
and senior vice president (1991 to present) of INVESCO Trust Company. Mr.
Leonard earned a B.A. from Washington & Lee University. He began his investment
career in 1960.
^ Gold: Since 1989, Daniel B. Leonard. He also serves as co- portfolio
manager of the Technology and Financial Services Portfolios. He joined INVESCO
in 1975, and was appointed successively portfolio manager (1977-1983; 1985-1991)
and senior vice President (1975-1983; 1985-1991) of INVESCO Funds Group, Inc.,
<PAGE>
as well as vice president (1977-1983) and senior vice president (1991 to
present) of INVESCO Trust Company. Mr. Leonard earned a B.A. from Washington &
Lee University. He began his investment career in 1960.
Health Sciences: Co-portfolio manager ^ from 1994 to 1996, John Schroer.
Mr. Schroer is a vice president (since ^ 1995) and portfolio manager (since ^
1993) of INVESCO Trust Company. ^ He also serves as vice president ^ and
portfolio manager ^ of The Global Health Sciences Fund^ and as co-portfolio
manager of INVESCO Emerging Growth Fund. Previously, he was an assistant vice
president with Trust Company of the West. Mr. Schroer earned his M.B.A. and B.S.
from the University of Wisconsin-Madison. He is a Chartered Financial Analyst.
Co-portfolio manager since June 1996, Carol A. Werther. Previously, Ms.
Werther was a portfolio manager specializing in biotechnology stock with
Rothschild Asset Management Ltd. (1995 to 1996); a vice president and
biotechnology analyst with Cowen & Company (1992 to 1994); and an analyst with
Lehman Brothers (1990 to 1992). Ms. Werther earned an M.B.A. from New York
University, an M.S. from the Univeristy of Alabama in Birmingham and a B.S. from
Cornell University.
Leisure: Since 1996, Mark Greenberg, portfolio manager ^ of INVESCO Trust
Company. ^ Previously, Mr. Greenberg was vice president and global media and
entertainment analyst for Scudder, Stevens & Clark (1990 to 1996); media,
technology and telecommunications analyst for Campbell Advisors (1988 to 1989);
media and technology analyst for Irving Trust Company (1983 to 1988); and
analyst for Argus Research and Bernstein Macauley (1980 to 1983). He earned a
B.S.B.A. from Marquette University and is a Chartered Financial Analyst.
Technology: Co-portfolio manager since 1996 and portfolio manager from 1985
to 1996, Daniel B. Leonard. Mr. Leonard also serves as portfolio manager of ^
the Gold and Financial Services Portfolios. He joined INVESCO in 1975, and was
appointed successively portfolio manager (1977-1983; 1985-1991) and senior vice
president (1975-1983; 1985-1991) of INVESCO Funds Group, Inc., as well as vice
president (1977-1983) and senior vice president (1991 to present) of INVESCO
Trust Company. Mr. Leonard earned a B.A. from Washington & Lee University. He
began his investment career in 1960.
Co-portfolio manager since 1996, Gerard F. Hallaren, Jr. Mr. Hallaren also
serves as portfolio manager of the Environmental Services Portfolio. Mr.
Hallaren joined INVESCO Trust Company in 1994, served as a research analyst from
1994 to 1995 and became a vice president in 1995. Previously, Mr. Hallaren was a
vice president and research analyst with Hanifen Imhoff (1992 to 1994); a retail
<PAGE>
broker with Merrill Lynch (1991); director of business planning for
MiniScribe Corporation (1989 to 1990); and served as a research analyst with
various firms beginning in 1978. Mr. Hallaren earned a B.A. from the University
of ^ Massachusetts, Amherst, and is a Chartered Financial Analyst.
Utilities: Since 1996, Jeffrey G. Morris, portfolio manager of INVESCO
Trust Company. Mr. Morris also manages the INVESCO VIF Utilities Portfolio. Mr.
Morris joined INVESCO in 1991 and served as a research analyst (1994-1995). He
earned a B.S. from Colorado State University. He is a Chartered Financial
Analyst.
Fund Management permits investment and other personnel to purchase and
sell securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires Fund Management's personnel to conduct
their personal investment activities in a manner that Fund Management believes
is not detrimental to the Fund or Fund Management's other advisory clients. See
the Statement of Additional Information for more detailed information.
Each Portfolio pays IFG a monthly management fee which is based upon a
percentage of that Portfolio's average net assets determined daily. The
management fee is computed at the annual rate of 0.75% on the first $350 million
of a Portfolio's average net assets; 0.65% on the next $350 million of a
Portfolio's average net assets; and 0.55% on a Portfolio's average net assets
over $700 million. While the portion of the management fee that is equal to
0.75% of a Portfolio's average net assets is higher than the management fees
incurred by most other mutual funds, it is not higher than the management fees
paid by most other sector funds on comparable levels of assets. For the fiscal
year ended October 31, ^ 1996, the Portfolios paid ^ management fees (prior to
the voluntary absorption of certain expenses for Environmental Services and
Utilities Portfolios by IFG) equal to the following percentages of their average
net assets: Energy 0.75%, Environmental Services 0.75%, Financial Services ^
0.73%, Gold 0.75%, Health Sciences ^ 0.65%, Leisure 0.75%, Technology ^ 0.70%
and Utilities, 0.75%.
Out of these advisory fees received from the Fund, IFG paid to INVESCO
Trust as a sub-advisory fee an amount equal to the following percentages of each
Portfolio's average net assets: Energy 0.25%, Environmental Services 0.25%,
Financial Services ^ 0.22%, Gold ^ 0.23%, Health Sciences ^ 0.21%, Leisure
0.24%, ^ Technology 0.22% and Utilities 0.25%. No fee is paid by any Portfolio
to INVESCO Trust.
Under a Transfer Agency Agreement, IFG acts as registrar, transfer agent^
and dividend disbursing agent for the Fund. The Fund pays an annual fee of ^
$20.00 per shareholder account or omnibus account participant for these
services. Registered broker-dealers, third party administrators of tax-qualified
retirement plans and other entities, including affiliates of IFG, may provide
<PAGE>
equivalent services to the Fund. In these cases, IFG may pay, out of the
fee it receives from the Fund, an annual sub-transfer agency or record-keeping
fee to the third party.
In addition, under an Administrative Services Agreement, IFG handles
additional administrative, record-keeping, and internal sub-accounting services
for the Fund. For the fiscal year ended October 31, ^ 1996, the Portfolios paid
IFG fees for these services equal to the following percentages of the respective
Portfolios' average net assets: Energy ^ 0.02%; Environmental Services 0.05%,
Financial Services 0.02%, Gold 0.02%, Health Sciences 0.02%, Leisure 0.02%, ^
Technology 0.02% and Utilities 0.02%.
Each Portfolio's expenses, which are accrued daily, are deducted from
total income before dividends are paid. Total expenses of each Portfolio (prior
to any expense offset) for the fiscal year ended October 31, ^ 1996, including
investment management fees (but excluding brokerage commissions, which are a
cost of acquiring securities), amounted to the following percentages of each
Portfolio's average net assets: Energy ^ 1.30%, Environmental Services ^ 1.61%,
Financial Services ^ 1.11%, Gold ^ 1.22%, Health Sciences ^ 0.98%, Leisure ^
1.30%, Technology ^ 1.08% and Utilities, 1.17%. Certain expenses of the
Environmental Services ^ and Utilities Portfolios are absorbed voluntarily by
IFG pursuant to a commitment to the Fund. This commitment may be changed
following consultation with the Fund's board of directors. In the absence of
this voluntary expense limitation, the total operating expenses of the
Environmental Services ^ and Utilities Portfolios for the year ended October 31,
^ 1996, would have been ^ 1.85% and 1.25%, respectively, of each Portfolio's
average net assets.
Fund Management places orders for the purchase and sale of portfolio
securities with brokers and dealers based upon Fund Management's evaluation of
their financial responsibility coupled with their ability to effect transactions
at the best available prices. Each Portfolio may place orders for portfolio
transactions with qualified ^ broker-dealers that recommend the Portfolio^ or
sell shares of the Portfolio^ to clients, or act as agent in the purchase of
Portfolio shares for clients, if Fund Management believes that the quality of
the execution of the transaction and level of commission are comparable to those
available from other qualified brokerage firms. For further information, see
"Investment Practices - Placement of Portfolio Brokerage" in the Statement of
Additional Information.
The parent company for IFG and INVESCO Trust is ^[AMVESCO] PLC, a publicly
traded holding company whose subsidiaries provide investment services around the
world. [INVESCO PLC changed its name to AMVESCO PLC on ________________, 1997 as
part of a merger between INVESCO PLC and AIM Management Group, Inc. thus
creating one of the largest independent investment management businesses in the
<PAGE>
world. IFG and INVESCO Trust will continue to operate under their existing
names. AMVESCO PLC has approximately $150 billion in assets under management.]
IFG was established in 1932 and, as of October 31, ^ 1996, managed 14 mutual
funds, consisting of ^ 39 separate portfolios, with combined assets of
approximately ^ $13.4 billion on behalf of over ^ 829,000 shareholders. INVESCO
Trust (founded in 1969) served as adviser or sub-adviser to ^ 47 investment
portfolios as of October 31, ^ 1996, including 27 portfolios in the INVESCO
group. These ^ 47 portfolios had aggregate assets of approximately ^ $12.5
billion as of October 31, ^ 1996. In addition, INVESCO Trust provides investment
management services to private clients, including employee benefit plans that
may be invested in a collective trust sponsored by INVESCO Trust.
FUND PRICE AND PERFORMANCE
Determining Price. The value of your investment in a Portfolio will vary
daily. The price per share is also known as the Net Asset Value (NAV). IFG
prices the Portfolios every day that the New York Stock Exchange is open, as of
the close of regular trading (normally, 4:00 p.m., New York time). NAV is
calculated by adding together the current market value of each Portfolio's
assets, including accrued interest and dividends; then subtracting liabilities,
including accrued expenses; and finally dividing that dollar amount by the total
number of shares outstanding of that Portfolio.
Performance Data. To keep shareholders and potential investors informed,
we will occasionally advertise a Portfolio's total return for one-, five-, and
ten-year periods (or since inception). Total return figures show the rate of
return on ^ an investment in a Portfolio, assuming reinvestment of all dividends
and capital gain distributions for the periods cited. Cumulative total return
shows the actual rate of return on an investment; average annual total return
represents the average annual percentage change of an investment. Both
cumulative and average annual total returns tend to "smooth out" fluctuations in
a Portfolio's investment results, not showing the interim variations in
performance over the periods cited. More information about the Portfolios'
recent and historical performance is contained in the Fund's Annual Report to ^
Shareholders. You can get a free copy by calling or writing to IFG using the
phone number or address on the cover of this prospectus.
When we quote mutual fund rankings published by Lipper Analytical
Services, Inc., we may compare the Portfolios to the broad-based Lipper general
fund groupings, or to others in their respective categories:
<PAGE>
Portfolio Lipper Mutual Fund Category
- --------- ---------------------------
Energy Natural Resources
Environmental Services Environmental
Financial Services Financial Services
Gold Gold Oriented
Health Sciences Health/Biotechnology
Leisure Specialty/Miscellaneous
Technology Science & Technology
Utilities Utility
These rankings allow you to compare the Portfolios to their peers. Other
independent financial media also produce performance- or service-related
comparisons, which you may see in our promotional materials. For more
information, see "Fund Performance" in the Statement of Additional Information.
Performance figures are based on historical investment results and are not
intended to suggest future performance.
HOW TO BUY SHARES
The following chart shows several convenient ways to invest in one or more
Portfolios. Your new Portfolio shares will be priced at the NAV next determined
after your order is received in proper form. There is no charge to invest,
exchange^ or redeem shares when you make transactions directly through IFG.
However, if you invest in a Portfolio through a securities broker, you may be
charged a commission or transaction fee. IFG may from time to time make payments
from its revenues to securities dealers and other financial institutions that
provide distribution-related and/or administrative services for the Fund. For
all new accounts, please send a completed application form. Please specify which
Portfolio you wish to purchase.
Fund Management reserves the right to increase, reduce or waive the
minimum investment requirements in its sole discretion, where it determines this
action is in the best interests of the Portfolios. Further, Fund Management
reserves the right in its sole discretion to reject any order for the purchase
of Portfolio shares (including purchases by exchange) when, in its judgment,
such rejection is in the Portfolio's best interests.
<PAGE>
How To Buy Shares
================================================================================
Method Investment Minimum Please Remember
Per Portfolio
- --------------------------------------------------------------------------------
By Check $1,000 for regular If your check does
Mail to: account; not clear, you will
INVESCO Funds $250 for an be responsible for
Group, Inc. Individual any related loss
P.O. Box 173706 Retirement Account; the Portfolio or
Denver, CO 80217- $50 minimum for IFG incurs. If you
3706. each subsequent are already a
Or you may send investment. shareholder in the
your check by INVESCO funds, the
overnight courier Portfolio may seek
to: 7800 E. Union reimbursement from
Ave., your existing
Denver, CO 80237. account(s) for any
loss incurred.
- --------------------------------------------------------------------------------
By Telephone or $1,000. Payment must be
Wire received within 3
Call 1-800-525-8085 business days, or
to request your the transaction may
purchase. Then send be cancelled. If a
your check by telephone purchase
overnight courier is cancelled due to
to our street nonpayment, you
address: will be responsible
7800 E. Union Ave., for any related
Denver, CO 80237. loss the Portfolio
Or you may transmit or IFG incurs. If
your payment by you are already a
bank wire (call IFG shareholder in the
for instructions). INVESCO funds, the
Portfolio may seek
reimbursement from your
existing account(s) for
any loss incurred.
<PAGE>
- --------------------------------------------------------------------------------
With EasiVest or $50 per month for Like all regular
Direct Payroll EasiVest; $50 per investment plans,
Purchase pay period for neither EasiVest
You may enroll on Direct Payroll nor Direct Payroll
the fund Purchase. You may Purchase ensures a
application, or start or stop your profit or protects
call us for the regular investment against loss in a
correct form and plan at any time, falling market.
more details. with two weeks' Because you'll
Investing the same notice to IFG. invest continually,
amount on a monthly regardless of
basis allows you to varying price
buy more shares levels, consider
when prices are low your financial
and fewer shares ability to keep
when prices are buying through low
high. This "dollar- price levels. And
cost averaging" may remember that you
help offset market will lose money if
fluctuations. Over you redeem your
a period of time, shares when the
your average cost market value of all
per share may be your shares is less
less than the than their cost.
actual average
price per share.
- --------------------------------------------------------------------------------
By PAL $1,000. Be sure to write
Your "Personal down the
Account Line" is confirmation number
available for provided by PAL.
subsequent Payment must be
purchases and received within 3
exchanges 24-hours business days, or
a day. Simply call the transaction may
1-800-424-8085. be cancelled. If a
telephone purchase is
cancelled due to
nonpayment, you will be
responsible for any
related loss the
Portfolio or IFG incurs.
If you are already a
shareholder in the
INVESCO funds, the
Portfolio may seek
reimbursement from your
existing account(s) for
any loss incurred.
<PAGE>
- --------------------------------------------------------------------------------
By Exchange $1,000 to open a See "Exchange
Between this and new account; $50 Privilege^," below.
another of the for written
INVESCO funds. Call requests to
1-800-525-8085 for purchase additional
prospectuses of shares for an
other INVESCO existing account.
funds. You may also (The exchange
establish an minimum is $250 for
Automatic Monthly purchases requested
Exchange service by telephone.)
between two INVESCO
funds; call IFG for
further details and
the correct form.
================================================================================
Exchange Privilege. You may exchange your shares in this Portfolio for
those in another Portfolio or INVESCO fund^ on the basis of their respective net
asset values at the time of the exchange. Before making any exchange, be sure to
review the prospectuses of the funds involved and consider their differences.
Please note these policies regarding exchanges of fund shares:
1) The fund accounts must be identically registered.
2) You may make four exchanges out of each fund during each
calendar year.
3) An exchange is the redemption of shares from one fund followed by
the purchase of shares in another. Therefore, any gain or loss
realized on the exchange is recognizable for federal income tax
purposes (unless, of course, your account is tax-deferred).
4) The Fund reserves the right to reject any exchange
request, or to modify or terminate exchange privileges,
in the best interests of the Fund and its shareholders.
Notice of all such modifications or ^ terminations will
be given at least 60 days prior to the effective date of
the change in privilege, except for unusual instances
(such as when redemptions of the exchanged shares are
suspended under Section 22(e) of the Investment Company
Act of 1940, or when sales of the fund into which you are
exchanging are temporarily stopped).
FUND SERVICES
Shareholder Accounts. IFG will maintain a share account that reflects your
current holdings. Share certificates will be issued only upon upon specific
<PAGE>
request. You will have greater flexibility to conduct transactions if you
do not request certificates.
Transaction Confirmations. You will receive detailed
confirmations of individual purchases, exchanges^ and redemptions.
If you choose certain recurring transaction plans (for instance,
EasiVest), your transactions will be confirmed on your quarterly
Investment Summary.
Investment Summaries. Each calendar quarter, shareholders receive a
written statement which consolidates and summarizes account activity and value
at the beginning and end of the period for each of their INVESCO funds.
Reinvestment of Distributions. Dividends and capital gain distributions
are automatically invested in additional fund shares at the NAV on the
ex-dividend date, unless you choose to have dividends and/or capital gain
distributions automatically reinvested in another INVESCO fund or paid by check
(minimum of $10.00).
Telephone Transactions. All shareholders may exchange and redeem Portfolio
shares by telephone, unless they expressly decline these privileges. By signing
the new account Application^ or a Telephone Transaction Authorization Form, or
otherwise using these privileges, the investor has agreed that, if the Portfolio
has followed reasonable procedures, such as recording telephone instructions and
sending written transaction confirmations, it will not be liable for following
telephoned instructions that it believes to be genuine. As a result of this
policy, the investor may bear the risk of any loss due to unauthorized or
fraudulent instructions.
Retirement Plans And IRAs. Shares of these Portfolios may be purchased for
Individual Retirement Accounts (IRAs) and many types of tax-deferred retirement
plans. IFG can supply you with information and forms to establish or transfer
your existing plan or account.
HOW TO SELL SHARES
The following chart shows several convenient ways to redeem your Portfolio
shares. Shares of any Portfolio may be redeemed at any time at their current NAV
next determined after a request in proper form is received at the Fund's office.
The NAV at the time of the redemption may be more or less than the price you
paid to purchase your shares, depending primarily upon that Portfolio's
investment performance.
Please ^ specify from which Portfolio you wish to redeem shares.
Shareholders have a separate account for each fund or Portfolio in which they
invest.
<PAGE>
How To Sell Shares
================================================================================
Method Minimum Redemption Please Remember
Per Portfolio
================================================================================
By Telephone $250 (or, if less, This option is not
Call us toll-free full liquidation of available for
at 1-800-525-8085. the account) for a shares held in
redemption check; Individual
$1,000 for a wire Retirement Accounts
to bank of record. (IRAs).
The maximum amount
which may be
redeemed by
telephone is
generally $25,000.
These telephone
redemption
privileges may be
modified or
terminated in the
future at the
discretion of IFG.
- --------------------------------------------------------------------------------
In Writing Any amount. The If the shares to be
Mail your request redemption request redeemed are
to INVESCO Funds must be signed by represented by
Group, Inc., P.O. all registered stock certificates,
Box 173706 shareholders(s). the certificates
Denver, CO 80217- Payment will be must be sent to
3706. You may also mailed to your IFG.
send your request address of record,
by overnight or to a pre-
courier to 7800 E. designated bank.
Union Ave., Denver,
CO 80237.
- --------------------------------------------------------------------------------
By Exchange $1,000 to open a See "Exchange
Between this and new account; $50 Privilege," above.
another of the for written
INVESCO funds. Call requests to
1-800-525-8085 for purchase additional
prospectuses of shares for an
other INVESCO existing account.
funds. You may also (The exchange
establish an minimum is $250 for
automatic monthly exchanges requested
exchange service by telephone.)
between two INVESCO
funds; call IFG for
further details and
the correct form.
<PAGE>
- --------------------------------------------------------------------------------
Periodic Withdrawal $100 per payment, You must have at
Plan on a monthly or least $10,000 total
You may call us to quarterly basis. invested with the
request the The redemption INVESCO funds, with
appropriate form check may be made at least $5,000 of
and more payable to any that total invested
information at 1- party you in the fund from
800-525-8085. designate. which withdrawals
will be made.
- --------------------------------------------------------------------------------
Payment To Third Any amount. All registered
Party owners of the
Mail your request account must sign
to INVESCO Funds the request, with a
Group, Inc., P.O. signature guarantee
Box 173706 from an eligible
Denver, CO 80217- guarantor financial
3706. institution, such
as a commercial
bank or recognized
national or
regional securities
firm.
================================================================================
While the Portfolios will attempt to process telephone redemptions
promptly, there may be times -- particularly in periods of severe economic or
market disruption -- when you may experience delays in redeeming shares by
phone.
Payments of redemption proceeds will be mailed within seven days following
receipt of the redemption request in proper form. However, payment may be
postponed under unusual circumstances -- for instance, if normal trading is not
taking place on the New York Stock Exchange or during an emergency as defined by
the Securities and Exchange Commission. If your shares were purchased by a
<PAGE>
check which has not yet cleared, payment will be made promptly upon
clearance of the purchase check (which may take up to 15 days).
If you participate in ^ EasiVest, the Portfolios' automatic monthly
investment program, and redeem all of the shares in your account, we will
terminate any further ^ EasiVest purchases unless you instruct us otherwise.
Because of the high relative costs of handling small accounts, should the
value of any shareholder's account fall below $250 as a result of shareholder
action, the Portfolios reserve the right to involuntarily redeem all shares in
such account, in which case the account would be liquidated and the proceeds
forwarded to the shareholder. Prior to any such redemption, a shareholder will
be notified and given 60 days to increase the value of the account to $250 or
more.
TAXES, DIVIDENDS^ AND CAPITAL GAIN DISTRIBUTIONS
Taxes. Each of the Portfolios intends to distribute to shareholders
substantially all of its net investment income, net capital gains and net gains
from foreign currency transactions, if any, in order to continue to qualify for
tax treatment as a regulated investment company. Thus, the Portfolios do not
expect to pay any federal income or excise taxes.
Unless shareholders are exempt from income taxes, they must include all
dividends and capital gain distributions in taxable income for federal, state,
and local income tax purposes. Dividends and other distributions are taxable
whether they are received in cash or automatically ^ reinvested in shares of
that Portfolio or another fund in the INVESCO group.
A Portfolio may be subject to withholding of foreign taxes on dividends or
interest it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of that Portfolio unless that Portfolio qualifies and
elects to pass these taxes through to shareholders for use by them as a foreign
tax credit or deduction.
Shareholders may be subject to backup withholding of 31% on dividends,
capital gain distributions and redemption proceeds. Unless you are subject to
backup withholding for other reasons, you can avoid backup withholding on your
Portfolio account by ensuring that we have a correct, certified tax
identification number.
Dividends and Capital Gain Distributions. Each Portfolio may earn ordinary
or net investment income in the form of dividends and interest on its
investments. The Portfolios' policy is to distribute substantially all of this
<PAGE>
income, less Portfolio expenses, to shareholders on an annual basis, at the
discretion of the Fund's board of directors.
In addition, a Portfolio realizes capital gains and losses when it sells
securities for more or less than it paid. If total gains on sales exceed total
losses (including losses carried forward from previous years), that Portfolio
has a net realized capital gain. Net realized capital gains, if any, are
distributed to shareholders at least annually, usually in December.
Dividends and capital gain distributions are paid to shareholders who hold
shares on the record date of distribution regardless of how long the shares have
been held. A Portfolio's share price will then drop by the amount of the
distribution on the day the distribution is made. If a shareholder purchases
shares immediately prior to the distribution, the shareholder will, in effect,
have "bought" the distribution by paying the full purchase price, a portion of
which is then returned in the form of a taxable distribution.
At the end of each year, information regarding the tax status of dividends
and capital gain distributions is provided to shareholders. Net realized capital
gains are divided into short-term and long-term gains depending upon how long
that Portfolio held the security which gave rise to the gains. The capital gains
distribution consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest as ordinary income and are paid to shareholders as taxable dividends.
Shareholders also may realize capital gains or losses when they sell their
Portfolio shares at more or less than the price originally paid.
We encourage you to consult a tax adviser with respect to these matters.
For further information see "Dividends, Capital Gain Distributions and Taxes" in
the Statement of Additional Information.
<PAGE>
ADDITIONAL INFORMATION
Voting Rights. All shares of the Fund have equal voting rights based on
one vote for each share owned. Voting with respect to certain matters, such as
ratification of independent accountants and the election of directors, will be
by all of the Portfolios voting together. In other cases, such as voting upon an
investment advisory contract, voting is on a Portfolio-by-Portfolio basis. To
the extent permitted by law, when not all Portfolios are affected by a matter to
be voted upon, only shareholders of the Portfolio or Portfolios affected by the
matter will be entitled to vote thereon. The Fund is not generally required and
does not expect to hold regular annual meetings of shareholders. However, when
requested to do so in writing by the holders of 10% or more of the outstanding
shares of the Fund or as may be required by applicable law or the Fund's
Articles of Incorporation, the board of directors will call special meetings of
shareholders. Directors may be removed by action of the holders of a majority of
the outstanding shares of the Fund. The Fund will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940.
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
A no-load mutual fund seeking
appreciation of capital and, with
respect to the Utilities Portfolio,
income.
PROSPECTUS
^ March 1, 1997
To receive general information and prospectuses on any of the INVESCO funds or
retirement plans, or to obtain current account or price information or responses
to other questions, call toll-free:
1-800-525-8085
To reach PAL, your 24-hour Personal Account Line^, call:
1-800-424-8085
You can find us on the World Wide Web:
http://www.invesco.com
Or write to:
INVESCO Funds Group, Inc., Distributor
^ Post Office Box 173706
Denver, Colorado 80217-3706
If you're in Denver, please visit one of our convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 East Union Avenue, Lobby Level
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
^ March 1, 1997
INVESCO STRATEGIC PORTFOLIOS, INC.
A no-load mutual fund investing ^
in designated market sectors
Address: Mailing Address:
7800 E. Union Avenue Post Office Box 173706
Denver, Colorado 80237 Denver, Colorado 80217-3706
Telephone:
In continental U.S., 1-800-525-8085
- --------------------------------------------------------------------------------
INVESCO STRATEGIC PORTFOLIOS, INC. (the "Fund") is a diversified, managed,
no-load mutual fund consisting of eight separate Portfolios of investments. It
seeks to provide investors with capital appreciation (and, with respect to the
Utilities Portfolio, income) through the investment of assets of its
professionally managed Portfolios primarily in equity securities. Each of the
Fund's separate Portfolios concentrates its investments in securities of
companies principally engaged in the sector of business activity designated for
investment by that Portfolio. Investors may purchase shares of any or all
Portfolios. The following are available:
ENERGY Portfolio HEALTH SCIENCES Portfolio
ENVIRONMENTAL SERVICES Portfolio LEISURE Portfolio
FINANCIAL SERVICES Portfolio TECHNOLOGY Portfolio
GOLD Portfolio UTILITIES Portfolio
Additional portfolios may be offered in the future.
A Prospectus dated ^ March 1, 1997 for all of the Portfolios of the Fund ^
which provides the basic information you should know before investing in the
respective Portfolios, may be obtained without charge from INVESCO Funds Group,
Inc., Post Office Box 173706, Denver, Colorado 80217-3706. This Statement of
Additional Information is not a Prospectus, but contains information in addition
to and more detailed than that set forth in ^ the Prospectus. It is intended to
provide you additional information regarding the activities and operations of
the Fund and should be read in conjunction with the Prospectus.
Investment Adviser and Distributor: INVESCO Funds Group, Inc.
<PAGE>
TABLE OF CONTENTS
Page
INVESTMENT POLICIES AND RESTRICTIONS....................................... 53
THE FUND AND ITS MANAGEMENT................................................ 58
HOW SHARES CAN BE PURCHASED................................................ 71
HOW SHARES ARE VALUED...................................................... 71
FUND PERFORMANCE........................................................... 73
SERVICES PROVIDED BY THE FUND.............................................. 75
TAX-DEFERRED RETIREMENT PLANS.............................................. 76
HOW TO REDEEM SHARES....................................................... 76
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES............................ 77
INVESTMENT PRACTICES....................................................... 79
ADDITIONAL INFORMATION..................................................... 83
<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS
In selecting securities for investment, each Portfolio's investment ^
adviser attempts to identify companies that have better-than-average earnings
growth potential. The Fund seeks to purchase the securities of companies that
are thought to be best situated in the relevant industry groupings for each
Portfolio to benefit from the predicted economic environment.
Foreign Securities. The Gold and Environmental Services Portfolios may
invest in foreign securities without limitation on the percentage of assets
which may be so invested. Each of the other Portfolios (Energy, Financial
Services, Health Sciences, Leisure, Technology and Utilities) may invest up to
25% of its total assets, measured at the time of purchase, directly in foreign
securities. Securities of Canadian issuers and securities purchased by means of
American Depository Receipts ("ADRs") are not subject to this 25% limitation. As
described in the section of each Portfolio's Prospectus entitled "Investment
Policies and Risks," foreign securities involve certain risks not associated
with investment in domestic companies. Foreign companies generally are not
subject to uniform accounting, auditing, and financial reporting standards
comparable to those applicable to domestic companies. Securities of many foreign
companies may be less liquid and more volatile than securities of comparable
domestic companies. With respect to certain foreign countries, there may be a
possibility of political developments which could affect investments in those
countries. Finally, it may be more difficult for the Fund to obtain or to
enforce a judgment against a foreign issuer than against a domestic issuer. In
determining individual portfolio investments, however, the investment advisers
will carefully consider all of the above.
Securities denominated in foreign currency, whether issued by a foreign or
a domestic issuer, may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and costs will be incurred
in connection with conversions between various currencies.
Restricted/144A Securities. In recent years, a large institutional market
has developed for certain securities that are not registered under the
Securities Act of 1933 (the "1933 Act"). Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend on an efficient institutional market in which such unregistered
securities can readily be resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.
<PAGE>
Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing a Rule 144A-eligible
security held by a Portfolio, however, could adversely affect the marketability
of such portfolio security and the Portfolio might be unable to dispose of such
security promptly or at reasonable prices.
American Depository Receipts. As discussed in the ^ Prospectus, the
Portfolios may invest in American Depository Receipts ^("ADRs"). ADRs are
receipts representing shares of a foreign corporation held by a U.S. bank that
entitle the holder to all dividends and capital gains. ADRs are denominated in
U.S. dollars and trade in the U.S. securities markets. ADRs may be issued in
sponsored or unsponsored programs. In sponsored programs, the issuer makes
arrangements to have its securities traded in the form of ADRs; in unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although the regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, such information may not be reflected in the market value of the
ADRs.
Forward Foreign Currency Contracts. As discussed in the section of ^ the
Prospectus entitled "Investment Policies and Risks," the Fund may enter into
forward contracts, which are included in the types of instruments sometimes
known as derivatives, to purchase or sell foreign currencies as a hedge against
possible variations in foreign exchange rates. A forward foreign currency
contract is an agreement between the contracting parties to exchange an amount
of currency at some future time at an agreed upon rate. The rate can be higher
or lower than the spot rate between the currencies that are the subject of the
contract. A forward contract generally has no deposit requirement, and such
transactions do not involve commissions. By entering into a forward contract for
the purchase or sale of the amount of foreign currency invested in a foreign
security transaction, the Fund can hedge against possible variations in the
value of the dollar versus the subject currency either between the date the
foreign security is purchased or sold and the date on which payment is made or
received or during the time the Fund holds the foreign security. The Fund will
not speculate in forward currency contracts. The Fund will not attempt to hedge
all of its foreign portfolio positions and will enter into such transactions
only to the extent, if any, deemed appropriate by Fund management. The Fund will
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not enter into a forward contract for a term of more than one year.
Investors should be aware that hedging against a decline in the value of a
currency in the foregoing manner does not eliminate fluctuations in the prices
of portfolio securities or prevent losses if the prices of such securities
decline. Furthermore, such hedging transactions preclude the opportunity for
gain if the value of the hedged currency should rise. No predictions can be made
with respect to whether the total of such transactions will result in a better
or a worse position than had the Portfolio not entered into any forward
contracts. Forward contracts may, from time to time, be considered illiquid, in
which case they would be subject to the ^ Portfolios' limitation on investing in
illiquid securities, discussed in the Prospectus.
Repurchase Agreements. As discussed in ^ the Prospectus, the Portfolios
may enter into repurchase agreements with respect to debt instruments eligible
for investment by the Portfolios with member banks of the Federal Reserve
System, registered broker-dealers, and registered government securities dealers.
A repurchase agreement may be considered a loan collateralized by securities.
The resale price reflects an agreed upon interest rate effective for the period
the instrument is held by a Portfolio and is unrelated to the interest rate on
the underlying instrument. In these transactions, the collateral securities
acquired by a Portfolio (including accrued interest earned thereon) must have a
total value in excess of the value of the repurchase agreement, and are held as
collateral by the Fund's custodian bank until the repurchase agreement is
completed.
Securities Lending. Each Portfolio also may lend its securities to
qualified brokers, dealers, banks^ or other financial institutions. This
practice permits the Portfolio to earn income^ which, in turn, can be invested
in additional securities to pursue the Portfolio's investment objectives. Loans
of securities by a Portfolio will be collateralized by cash, letters of credit^
or securities issued or guaranteed by the U.S. government or its agencies equal
to at least 100% of the current market value of the loaned securities,
determined on a daily basis. Lending securities involves certain risks, the most
significant of which is the risk that a borrower may fail to return a portfolio
security. The Fund monitors the creditworthiness of borrowers in order to
minimize such risks. A Portfolio will not lend any security if, as a result of
the loan, the aggregate value of securities then on loan would exceed 33 1/3% of
the Portfolio's total assets (taken at market value).
Gold Bullion. As is also discussed in ^ the Prospectus, the Gold Portfolio
may invest up to 10% of its total assets in gold bullion. The two largest
national producers of gold bullion are the Republic of South Africa and the
Commonwealth of Independent States (the former Soviet Union). Changes in
political and economic conditions affecting either country may have a direct
<PAGE>
impact on that country's sales of gold bullion. The Gold Portfolio will
purchase gold bullion from, and sell gold bullion to, banks (both U.S. and
foreign) and dealers who are members of, or affiliated with members of, a
regulated U.S. commodities exchange, in accordance with applicable investment
laws. Values of gold bullion held by the Gold Portfolio are based upon daily
quotes provided by banks or brokers dealing in such commodities.
Gas and Electric Utilities. The gas and electric public utilities
industries are subject to various uncertainties, including: difficulty in
obtaining adequate returns on invested capital; frequent difficulty in obtaining
approval of rate increases by public service commissions; increased costs,
delays and restrictions as a result of environmental considerations; difficulty
and delay in securing financing of large construction projects; difficulties of
the capital markets in absorbing utility debt and equity securities;
difficulties in obtaining fuel for electric generation at reasonable prices;
difficulty in obtaining natural gas for resale; and special risks associated
with the construction and operation of nuclear power generating facilities,
including technical and cost factors of such construction and operation and the
possibility of imposition of additional governmental requirements for
construction and operation.
Investment Restrictions. As described in the section of ^ the Prospectus
entitled "Investment Objective ^ And Strategy," the Fund and each of the
Portfolios operate under certain investment restrictions. These policies are
fundamental and may not be changed with respect to a particular Portfolio
without the prior approval of the holders of a majority, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") of the outstanding
voting securities of that Portfolio. For purposes of the following limitations,
all percentage limitations apply immediately after a purchase or initial
investment. Any subsequent change in a particular percentage resulting from
fluctuations in value does not require elimination of any security from the
Portfolio.
Under these restrictions, neither the Fund nor any Portfolio will:
(1) issue senior securities as defined in the ^ 1940 Act
(except insofar as the Fund may be deemed to have issued
a senior security by reason of entering into a repurchase
agreement, or borrowing money, in accordance with the
restrictions described below, and in accordance with the
position of the staff of the Securities and Exchange
Commission set forth in Investment Company Act Release
No. 10666);
(2) mortgage, pledge or hypothecate portfolio securities or
borrow money, except borrowings from banks for temporary
or emergency purposes (but not for investment) are permitted in an
<PAGE>
amount not exceeding ^ with respect to the Financial Services,
Health Sciences, Leisure, Technology or Utilities Portfolios 10%,
or, with respect to the Energy, Environmental Services and Gold
Portfolios, 33 1/3% of the value of the Portfolio's total assets,
i.e., its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come
to exceed the relevant 10% or 33 1/3% limitation by reason of a
decline in total assets will be reduced within three business days
to the extent necessary to comply with the relevant 10% or 33 1/3%
limitation. A Portfolio will not purchase additional securities
while any borrowings on behalf of that Portfolio exist;
(3) buy or sell commodities, commodity contracts, oil, gas or
other mineral interests or exploration programs (however,
the Fund may purchase securities of companies which
invest in the foregoing and may enter into forward
contracts for the purchase or sale of foreign currencies,
and the Gold Portfolio may invest up to 10% of its total
assets in gold bullion);
(4) purchase the securities of any company if as a result of
such purchase more than 10% of total assets would be
invested in securities which are subject to legal or
contractual restrictions on resale ("restricted
securities") and in securities for which there are no
readily available market quotations; or enter into a
repurchase agreement maturing in more than seven days, if
as a result, such repurchase agreements, together with
restricted securities and securities for which there are
not readily available market quotations, would constitute
more than 10% of total assets;
(5) sell short or buy on margin, or write, purchase or sell
puts or calls or combinations thereof;
(6) buy or sell real estate or interests therein (however, securities
issued by companies which invest in real estate or interests therein
may be purchased and sold);
(7) invest in the securities of any other investment company except for
a purchase or acquisition in accordance with a plan of
reorganization, merger or consolidation;
(8) invest in any company for the purpose of exercising
control or management;
(9) engage in the underwriting of any securities, except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933
in disposing of a portfolio security;
<PAGE>
(10) make loans to any person, except through the purchase of
debt securities in accordance with the investment
policies of the Portfolios, or the lending of portfolio
securities to broker-dealers or other institutional
investors, or the entering into repurchase agreements
with member banks of the Federal Reserve System,
registered broker-dealers and registered government
securities dealers. The aggregate value of all portfolio
securities loaned may not exceed 33-1/3% of a Portfolio's
total net assets (taken at current value). No more than
10% of a Portfolio's total net assets may be invested in
repurchase agreements maturing in more than seven days;
(11) purchase securities of any company in which any officer or director
of the Fund or its investment adviser owns more than 1/2 of 1% of
the outstanding securities of such company and in which the officers
and directors of the Fund and its investment adviser, as a group,
own more than 5% of such securities;
(12) purchase securities (except obligations issued or
guaranteed by the U.S. government, its agencies or
instrumentalities) if the purchase would cause a
Portfolio at the time to have more than 5% of the value
of its total assets invested in the securities of any one
issuer or to own more than 10% of the outstanding voting
securities of any one issuer;
(13) invest more than 5% of its total assets in an issuer having a
record, together with predecessors, of less than three years'
continuous operation.
In addition to the above restrictions, a fundamental policy of the
Technology Portfolio is not to invest more than 25% of its total assets (taken
at market value at the time of each investment) in the securities of issuers in
any one industry. In applying this restriction, the Technology Portfolio uses an
industry classification system based on the O'Neil Database published by William
O'Neil & Co., Inc.
In applying restriction (4) above, each Portfolio also includes illiquid
securities (those which cannot be sold in the ordinary course of business within
seven days at approximately the valuation given to them by the Fund) among the
securities subject to the 10% of total assets limit.
With respect to investment restriction (4) above, the board of directors
has delegated to the Fund's investment adviser the authority to determine that a
liquid market exists for securities eligible for resale pursuant to Rule 144A
under the 1933 Act, or any successor to such rule, and that such securities are
<PAGE>
not subject to ^ the Fund's limitations on investing in illiquid securities
and securities for which there are no readily available market quotations. Under
guidelines established by the board of directors, the adviser will consider the
following factors, among others, in making this determination: (1) the
unregistered nature of a Rule 144A security; (2) the frequency of trades and
quotes for the security; (3) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; (4) dealer
undertakings to make a market in the security; and (5) the nature of the
security and the nature of marketplace trades (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of transfer).
However, Rule 144A Securities are still subject to the Fund's limitation on
investments in restricted securities (securities for which there are legal or
contractual restrictions on resale), unless they are readily marketable outside
the United States, in which case they are not deemed to be restricted. ^
THE FUND AND ITS MANAGEMENT
The Fund. The Fund was incorporated under the laws of Maryland on August
10, 1983 as "Financial Strategic Portfolios, Inc." On December 2, 1994 the Fund
changed its name to INVESCO Strategic Portfolios, Inc.
The Investment Adviser. INVESCO Funds Group, Inc., a Delaware corporation
("INVESCO"), is employed as the Fund's investment adviser. INVESCO was
established in 1932 and also serves as an investment adviser to INVESCO
Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerging
Opportunity Funds, Inc., INVESCO Growth Fund, Inc., INVESCO Income Funds, Inc.,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty
Funds, Inc., INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust, and
INVESCO Variable Investment Funds, Inc.
The Sub-Adviser. INVESCO, as investment adviser, has contracted with
INVESCO Trust Company ("INVESCO Trust") to provide investment advisory and
research services on behalf of the Portfolios. INVESCO Trust, a trust company
founded in 1969, and a wholly owned subsidiary of INVESCO, has the primary
responsibility of providing portfolio investment management services to the
Portfolios.
INVESCO is an indirect, wholly-owned subsidiary of ^ [AMVESCO] PLC, a
publicly traded holding company organized in 1935. Through subsidiaries located
in London, Denver, Atlanta, Boston, Louisville, Dallas, Tokyo, Hong Kong, and
the Channel Islands, ^[AMVESCO] PLC provides ^ investment services around the
world. [INVESCO PLC changed its name to AMVESCO PLC on ____________, 1997 as
part of a merger between INVESCO PLC and AIM Management Group, Inc. thus
<PAGE>
creating one of the largest independent investment management businesses in
the world. IFG and INVESCO Trust will continue to operate under their exisiting
names. AMVESCO PLC has approximately $150 billion in assets under management.]
INVESCO was acquired by INVESCO PLC in 1982 and as of October 31, ^ 1996 managed
14 mutual funds, consisting of ^ 39 separate portfolios, on behalf of over ^
829,000 shareholders. INVESCO PLC's other North American subsidiaries include
the following:
--INVESCO Capital Management, Inc. of Atlanta, Georgia manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker-dealer whose primary business is the
distribution of shares of two registered investment companies.
--INVESCO Management & Research, Inc. (formerly Gardner and Preston Moss,
Inc.), of Boston, Massachusetts, primarily manages pension and endowment
accounts.
--PRIMCO Capital Management, Inc. of Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
--INVESCO Realty Advisors, Inc. of Dallas, Texas is responsible for
providing advisory services in the U.S. real estate markets for ^[AMVESCO] PLC's
clients worldwide. Clients include corporate plans^ and public pension funds as
well as endowment and foundation accounts.
The corporate headquarters of ^[AMVESCO] PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.
As indicated in the ^ Prospectus, INVESCO permits investment and other
personnel to purchase and sell securities for their own accounts in accordance
with a compliance policy governing personal investing by directors, officers and
employees of INVESCO and its North American affiliates. The policy requires
officers, inside directors, investment and other personnel of INVESCO and its
North American affiliates to pre-clear all transactions in securities not
otherwise exempt under the policy. Requests for trading authority will be denied
when, among other reasons, the proposed personal transaction would be contrary
to the provisions of the policy or would be deemed to adversely affect any
transaction then known to be under consideration for or to have been effected on
behalf of any client accounts, including the Portfolios.
In addition to the pre-clearance requirements described above, the policy
subjects officers, inside directors, investment and other personnel of INVESCO
and its North American affiliates to various trading restrictions and reporting
obligations. All reportable transactions are revied for compliance with the
<PAGE>
policy. The provisions of the policy are administered by and subject to
exceptions authorized by INVESCO.
Investment Advisory Agreement. INVESCO serves as investment adviser
pursuant to an investment advisory agreement (the "Agreement") with the Fund
which was approved on ^ November 6, 1996, by a vote cast in person by a majority
of the directors of the Fund, including a majority of the directors who are not
"interested persons" of the Fund or INVESCO at a meeting called for such
purpose. The Agreement was approved by shareholders of each Portfolio of the
Fund on ^ January 31, 1997, for an initial term expiring ^ January 31, 1999.
Thereafter, the Agreement may be continued from year to year as to each
Portfolio as long as such continuance is specifically approved at least annually
by the board of directors of the Fund, or by a vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding shares of the
Portfolio. Any such continuance also must be approved by a majority of the
Fund's directors who are not parties to the Agreement or interested persons (as
defined in the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on such continuance. The Agreement may be terminated
at any time without penalty by either party upon sixty (60) days' written notice
and terminates automatically in the event of an assignment to the extent
required by the 1940 Act and the rules thereunder.
The Agreement provides that INVESCO shall manage the investment portfolios
of the Fund's Portfolios in conformity with the Portfolios' investment policies
(either directly or by delegation to a sub-adviser which may be a company
affiliated with INVESCO). Further, INVESCO shall perform all administrative,
internal accounting (including computation of net asset value), clerical,
statistical, secretarial and all other services necessary or incidental to the
administration of the affairs of the Fund excluding, however, those services
that are the subject of separate agreement between the Fund and INVESCO or any
affiliate thereof, including the distribution and sale of Fund shares and
provision of transfer agency, dividend disbursing agency, and registrar
services, and services furnished under an Administrative Services Agreement with
INVESCO discussed below. Services provided under the Agreement include, but are
not limited to: supplying the Fund with officers, clerical staff and other
employees, if any, who are necessary in connection with the Fund's operations;
furnishing office space, facilities, equipment ^ and supplies; providing
personnel and facilities required to respond to inquiries related to shareholder
accounts; conducting periodic compliance reviews of the Fund's operations;
preparation and review of required documents, reports and filings by INVESCO's
in-house legal and accounting staff (including the prospectus, statement of
additional information, proxy statements, shareholder reports, tax returns,
reports to the SEC^ and other corporate documents of the Fund), except insofar
as the assistance of independent accountants or attorneys is necessary or
<PAGE>
desirable; supplying basic telephone service and other utilities; and
preparing and maintaining certain of the books and records required to be
prepared and maintained by the Fund under the 1940 Act. Expenses not assumed by
INVESCO are borne by the Fund.
As full compensation for its advisory services to the Fund, INVESCO
receives a monthly fee. The fee is calculated daily at an annual rate of: 0.75%
on the first $350 million of the average net assets of each Portfolio of the
Fund; 0.65% on the next $350 million of the average net assets of each Portfolio
of the Fund; and 0.55% of each Portfolio's average net assets in excess of $700
million. The advisory fee is calculated daily at the applicable annual rate and
paid monthly. While the portions of INVESCO's fees which are equal to 0.75% of
the net assets are higher than those generally charged by investment advisers to
mutual funds, they are not higher than those charged by most other investment
advisers to funds comparable to the Portfolios of the Fund, whose assets are
primarily invested in securities of companies principally engaged in the sector
or business activity designated for investment by each Portfolio.
^
Sub-Advisory Agreements. INVESCO Trust serves as sub-adviser to all of the
Portfolios pursuant to a sub-advisory agreement (the "Sub-Agreement") with
INVESCO which was approved on ^ November 6, 1996, by a vote cast in person by a
majority of the directors of the Fund, including a majority of the directors who
are not "interested persons" of the Fund, INVESCO, or INVESCO Trust at a meeting
called for such purpose. The Sub-Agreement was approved on ^ January 31, 1997,
by the shareholders of each of the Portfolios for an initial term expiring ^
January 31, 1999 . Thereafter, the Sub-Agreement may be continued from year to
year as to each Portfolio as long as such continuance is specifically approved
by the board of directors of the Fund, or by a vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding shares of the
Portfolio. Each such continuance also must be approved by a majority of the
directors who are not parties to the Sub- Agreement or interested persons (as
defined in the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on such continuance. The Sub-Agreement may be
terminated at any time without penalty by either party or the Fund upon sixty
(60) days' written notice, and terminate automatically in the event of an
assignment to the extent required by the 1940 Act and the rules thereunder.
The Sub-Agreement provides that INVESCO Trust, subject to the supervision
of INVESCO, shall manage the investment portfolios of the Portfolios in
conformity with each such Portfolio's investment policies. These management
services would include: (a) managing the investment and reinvestment of all the
assets, now or hereafter acquired, of the Portfolios^ and executing all
<PAGE>
purchases and sales of portfolio securities; (b) maintaining a continuous
investment program for the Fund's Portfolios, consistent with (i) the Fund's
Portfolios' investment policies as set forth in the Fund's Articles of
Incorporation, Bylaws, and Registration Statement, as from time to time amended,
under the 1940 Act, as amended, and in any prospectus and/or statement of
additional information of the Fund, as from time to time amended and in use
under the 1933 Act, and (ii) the Fund's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended; (c) determining what
securities are to be purchased or sold for each Portfolio, unless otherwise
directed by the directors of the Fund or INVESCO, and executing transactions
accordingly; (d) providing each Portfolio the benefit of all of the investment
analysis and research, the reviews of current economic conditions and trends,
and the consideration of long-range investment policy now or hereafter generally
available to investment advisory customers of the Sub- Adviser; (e) determining
what portion of each Portfolio should be invested in the various types of
securities authorized for purchase by such Portfolio; and (f) making
recommendations as to the manner in which voting rights, rights to consent to
Fund action and any other rights pertaining to the portfolio securities of each
Portfolio shall be exercised.
The Sub-Agreement with INVESCO Trust provides that as compensation for its
services, INVESCO Trust shall receive from INVESCO, at the end of each month, a
fee based upon the average daily value of the Portfolios' average net assets at
the following annual rates: 0.25% on the first $200 million of each Portfolio's
average net assets, and 0.20% of each Portfolio's average net assets in excess
of $200 million. The Sub-Advisory fee is paid by INVESCO, NOT the Fund's
Portfolios.
Administrative Services Agreement. INVESCO, either directly or through
affiliated companies, also provides certain administrative, sub-accounting^ and
recordkeeping services to the Fund pursuant to an Administrative Services
Agreement dated April 30, 1993 (the "Administrative Agreement"). The
Administrative Agreement was approved on ^ November 6, 1996, by a vote cast in
person by all of the directors of the Fund, including all of the directors who
are not "interested persons" of the Fund or INVESCO at a meeting called for such
purpose. The Administrative Agreement ^ is for an initial term of one year ^.
Thereafter, the Administrative Agreement may be continued from year to year as
long as each such continuance is specifically approved by the board of directors
of the Fund, including a majority of the directors who are not parties to the
Administrative Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such continuance. The Administrative Agreement may be terminated at any time
without penalty by INVESCO on sixty (60) days' written notice, or by the Fund
upon thirty (30) days' written notice, and terminates automatically in the event
<PAGE>
of an assignment unless the Fund's board of directors approves such
assignment.
The Administrative Agreement provides that INVESCO shall provide the
following services to the Fund: (A) such sub- accounting and recordkeeping
services and functions as are reasonably necessary for the operation of the
Fund; and (B) such sub-accounting, recordkeeping, and administrative services
and functions as are reasonably necessary for the operation of Fund shareholder
accounts maintained by certain retirement plans and employee benefit plans for
the benefit of participants in such plans. As full compensation for services
provided under the Administrative Agreement, the Fund pays a fee to INVESCO
consisting of a base fee of $10,000 per year per Portfolio, plus an additional
incremental fee computed daily and paid monthly, by each Portfolio, at an annual
rate of 0.015% of the average net assets of the Portfolio.
Transfer Agency Agreement. INVESCO also performs transfer agent, dividend
disbursing agent, and registrar services for the Fund pursuant to a Transfer
Agency Agreement, which was approved by the board of directors of each Portfolio
of the Fund, including a majority of the Fund's directors who are not parties to
the Transfer Agency Agreement or "interested persons" of any such party, ^ on
November 6, 1996, for a term of one year. The Transfer Agency Agreement ^ may be
continued from year to year as to each Portfolio as long as such continuance is
specifically approved at least annually by the board of directors of the Fund,
or by a vote of the holders of a majority of the outstanding shares of the
Portfolio. Any such continuance must also be approved by a majority of the
Fund's directors who are not parties to the Transfer Agency Agreement or
interested persons (as defined by the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such continuance. The
Transfer Agency Agreement may be terminated at any time without penalty by
either party upon sixty (60) days' written notice and terminates automatically
in the event of assignment.
The Transfer Agency Agreement provides that the Fund shall pay to INVESCO
a fee of ^ $20.00 per shareholder account or omnibus account participant per
year. This fee is paid monthly at 1/12 of the annual fee and is based upon the
actual number of shareholder accounts and omnibus account participants in
existence during each month.
Set forth below is a table showing the advisory fees, transfer agency fees
and administrative fees paid by each of the Fund's Portfolios for the fiscal
years ended October 31, 1996, 1995^ and 1994^.
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1996 Year Ended October 31, 1995 Year Ended October 31, 1994 ^
--------------------------------- --------------------------------- ----------------------------------
Adminis- Adminis- Adminis-
Transfer trative Transfer trative Transfer trative
Advisory Agency Services Advisory Agency Services Advisory Agency Services
Fees ^ Fees(1) Fees Fees Fees Fees Fees Fees Fees
----------- ---------- --------- ---------- ---------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Energy $813,779 $385,446 $26,275 $454,001 $304,482 $19,080 $441,225 $194,559 $18,824^
Environmental
Services(2) 237,561 227,295 14,751 234,331 250,666 14,686 377,534 202,954 17,551^
Financial
Services 3,306,980 1,298,961 78,234 2,128,548 1,083,492 52,704 2,263,193 876,890 55,272
^ Gold 2,136,116 889,509 52,965 1,544,711 826,471 40,898 2,271,031 546,153 55,432^
Health
Sciences 7,016,028 2,584,098 172,697 4,221,937 1,991,219 99,730 3,612,598 1,722,908 85,291
^ Leisure 2,026,976 1,133,674 50,540 2,063,891 1,099,340 51,278 2,114,155 773,534 52,285
^ Technology 4,677,778 1,863,571 110,454 3,210,186 1,236,694 76,216 1,936,283 726,596 48,725
^
Utilities(2) 1,032,013 471,705 30,640 952,421 481,868 29,048 1,118,503 350,954 32,370
----------- ---------- -------- ----------- ---------- -------- ---------- ---------- --------
^ Totals $21,247,231 $8,854,259 $536,556 $14,810,026 $7,274,232 $383,640 $14,134,522 $5,394,548 $365,750^
</TABLE>
(1) Includes amounts earned as credits by the Portfolios from security brokerage
transactions under certain broker/service arrangements with third parties.
(2) These amounts do not reflect the voluntary expense limitations applicable to
the Environmental Services and Utilities Portfolios described in the Portfolios'
^ Prospectus.
<PAGE>
Officers and Directors of the Fund. The overall direction and supervision
of the Fund is the responsibility of the board of directors, which has the
primary duty of seeing that the Fund's general investment policies and programs
of the Fund are carried out and that the Fund's Portfolios are properly
administered. The officers of the Fund, all of whom are officers and employees
of, and are paid by, INVESCO, are responsible for the day-to-day administration
of the Fund. The investment adviser for each Portfolio has the primary
responsibility for making investment decisions on behalf of that Portfolio.
These investment decisions are reviewed by the investment committee of INVESCO.
All of the officers and directors of the Fund hold comparable positions
with INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO
Emerging Opportunity Funds, Inc., INVESCO Growth Fund, Inc., INVESCO Income
Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International Funds,
Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc.,
INVESCO Specialty Funds, Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO
Variable Investment Funds, Inc. All of the directors of the Fund also serve as
trustees of INVESCO Value Trust. In addition, all of the directors of the Fund
also are ^ directors of INVESCO Advisor Funds, Inc. (formerly known as "The EBI
Funds, Inc."); and trustees of INVESCO Treasurer's Series Trust. All of the
officers of the Fund also hold comparable positions with INVESCO Value Trust.
Set forth below is information with respect to each of the Fund's officers and
directors. Unless otherwise indicated, the address of the directors and officers
is Post Office Box 173706, Denver, Colorado 80217-3706. Their affiliations
represent their principal occupations during the past five years.
CHARLES W. BRADY,*+ Chairman of the Board. Chief Executive Officer and
Director of ^ AMVESCO PLC, London, England, and of various subsidiaries thereof;
Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series
Trust and The Global Health Sciences Fund. Address: 1315 Peachtree Street, NE,
Atlanta, Georgia. Born: May 11, 1935.
FRED A. DEERING,+# Vice Chairman of the Board. Vice Chairman of INVESCO
Advisor Funds, Inc. and INVESCO Treasurer's Series Trust. Trustee of The Global
Health Sciences Fund. Formerly, Chairman of the Executive Committee and Chairman
of the Board of Security Life of Denver Insurance Company, Denver, Colorado;
Director of ^ ING America Life Insurance Company, Urbaine Life Insurance Company
and Midwestern United Life Insurance Company. Address: Security Life Center,
1290 Broadway, Denver, Colorado. Born: January 12, 1928.
DAN J. HESSER,+* President and Director. Chairman of the Board, President,
and Chief Executive Officer of INVESCO Funds Group, Inc.^ and Director of
INVESCO Trust Company. Director of INVESCO Advisor Funds, Inc. Trustee of The
<PAGE>
Global Health Sciences Fund and INVESCO Treasurer's Series Trust. Born:
December 27, 1939.
VICTOR L. ANDREWS,** Director. ^ Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia^; President, Andrews Financial Associates, Inc.
(consulting firm); since October 1984, Director of the Center for the Study of
Regulated Industry at Georgia State University; formerly, member of the
faculties of the Harvard Business School and the Sloan School of Management of
MIT. Dr. Andrews is also a director of the Southeastern Thrift and Bank Fund,
Inc. and The Sheffield Funds, Inc. Address: ^ 4625 Jettridge Drive, Atlanta,
Georgia. Born: June 23, 1930.
BOB R. BAKER,+** Director. President and Chief Executive Officer of AMC
Cancer Research Center, Denver, Colorado, since January 1989; until mid-December
1988, Vice Chairman of the Board of First Columbia Financial Corporation (a
financial institution), Englewood, Colorado. Formerly, Chairman of the Board and
Chief Executive Officer of First Columbia Financial Corporation.^ Address: 1775
Sherman Street, #1000, Denver, Colorado. Born: August 7, 1936.
^
LAWRENCE H. BUDNER,# Director. Trust Consultant; prior to
June 30, 1987, Senior Vice President and Senior Trust Officer of
InterFirst Bank, Dallas, Texas. Address: 7608 Glen Albens
Circle, Dallas, Texas. Born: July 25, 1930.
DANIEL D. CHABRIS,+# Director. Financial Consultant; Assistant Treasurer of
Colt Industries Inc., New York, New York, from 1966 to 1988. Address: 15
Sterling Road, Armonk, New York. Born: August 1, 1923.
A. D. FRAZIER, JR.^*,** Director. Executive Vice President of AMVESCO PLC
(since November 1996). Formerly, Senior Executive Vice President and Chief
Operating Officer of the Atlanta Committee for the Olympic Games. From 1982 to
1991, Mr. Frazier was employed in various capacities by First Chicago ^ Bank.
Trustee of The Global Health Sciences Fund. Director of Magellan Health
Services, Inc. and of Charter Medical Corp. Address: 250 Williams Street, Suite
6000, Atlanta, Georgia ^. Born: June 23, 1944.
HUBERT L. HARRIS, JR.*, Director. Chairman (since May 1996), President
(January 1990 to April 1996) of INVESCO Services, Inc. Director of AMVESCO PLC
and Chief Executive Officer of INVESCO Individual Services Group. Member of the
Executive Committee of the Alumni Board of Trustees of Georgia Institute of
Technology. Address: 1315 Peachtree Street, NE, Atlanta, Georgia. Born: July 15,
1943.
<PAGE>
KENNETH T. KING,** Director. Formerly, Chairman of the Board of The Capitol
Life Insurance Company, Providence Washington Insurance Company, and Director of
numerous subsidiaries thereof in the U.S. Formerly, Chairman of the Board of The
Providence Capitol Companies in the United Kingdom and Guernsey. Chairman of the
Board of the Symbion Corporation (a high technology company) until 1987.
Address: 4080 North Circulo Manzanillo, Tucson, Arizona. Born: November 16,
1925.
JOHN W. MCINTYRE,# Director. Retired. Formerly, Vice Chairman of the Board
of Directors of the Citizens and Southern Corporation and Chairman of the Board
and Chief Executive Officer of the Citizens and Southern Georgia Corporation and
Citizens and Southern National Bank. Director of Golden Poultry Co., Inc.
Trustee of The Global Health Sciences Fund and Gables Residential Trust.
Address: Seven Piedmont Center, Suite 100, Atlanta, Georgia 30305. Born:
September 14, 1930.
^
GLEN A. PAYNE, Secretary. Senior Vice President (since 1995), General
Counsel and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company;
Vice President (May 1989 to April 1995) of INVESCO Funds Group, Inc. and INVESCO
Trust Company. Formerly, employee of a U.S. regulatory agency, Washington, D.C.,
(June 1973 through May 1989). Born: September 25, 1947.
RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer of INVESCO
Funds Group, Inc. and INVESCO Trust Company since January 1988. Born: October 1,
1946.
WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President of
INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company ^ since
July 1995 and formerly (August 1992 to July 1995) Vice President of INVESCO
Funds Group, Inc. and trust officer of INVESCO Trust Company. Formerly, Vice
President of 440 Financial Group from June 1990 to August 1992; Assistant Vice
President of Putnam Companies from November 1986 to June 1990. Born: August 21,
1956.
ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds Group,
Inc. and Trust Officer of INVESCO Trust Company. Born: September 14, 1941.
JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO Funds Group,
Inc. and Trust Officer of INVESCO Trust Company. Born: February 3, 1948.
#Member of the audit committee of the Fund.
<PAGE>
+Member of the executive committee of the Fund. On occasion, the executive
committee acts upon the current and ordinary business of the Fund between
meetings of the board of directors. Except for certain powers which, under
applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Fund. All decisions are
subsequently submitted for ratification by the board of directors.
*These directors are "interested persons" of the Fund as defined in the
1940 Act.
**Member of the management liaison committee of the Fund.
As of December ^ 20, 1996, officers and directors of the Fund, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund and of
each Portfolio of the Fund.
Director Compensation
The following table sets forth, for the fiscal year ended October 31, ^
1996: the compensation paid by the Fund to its eight independent directors for
services rendered in their capacities as directors of the Fund; the benefits
accrued as Fund expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these directors upon retirement as a result of their service to the
Fund. In addition, the table sets forth the total compensation paid by all of
the mutual funds distributed by INVESCO Funds Group, Inc. (including the Fund),
INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series Trust, and The Global
Health Sciences Fund (collectively, the "INVESCO Complex") to these directors
for services rendered in their capacities as directors or trustees during the
year ended December 31, ^ 1996. As of December 31, 1995, there were 48 funds in
the INVESCO Complex.
Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued As Annual INVESCO
Compensa- Part of Benefits Complex
tion From Fund Upon Paid To
Fund(1) Expenses(2) Retirement(3) Directors(1)
Fred A.Deering, ^ $15,392 $4,536 $3,775 $87,350
Vice Chairman of
the Board
Victor L. Andrews ^ 14,147 3,995 4,162 68,000
Bob R. Baker ^ 14,418 4,119 5,577 73,000
<PAGE>
Lawrence H. Budner ^ 13,767 4,286 4,162 68,350
Daniel D. Chabris ^ 14,492 4,891 2,958 73,350
A. D. Frazier, ^Jr.(4),(5) 13,476 0 0 63,500
Kenneth T. King ^ 14,262 4,710 3,424 70,000
John W. McIntyre(4) ^ 13,550 0 0 67,850
^ Total $113,504 $26,537 $24,058 $571,400
% of Net Assets ^ 0.0035%(6) 0.0008%(6) 0.0043%(7)
(1)The vice chairman of the board, the chairmen of the audit, management
liaison and compensation committees, and the members of the executive and
valuation committees each receive compensation for serving in such capacities in
addition to the compensation paid to all independent directors.
(2)Represents estimated benefits accrued with respect to the Defined
Benefit Deferred Compensation Plan discussed below, and not compensation
deferred at the election of the directors.
(3)These figures represent the Fund's share of the estimated annual
benefits payable by the INVESCO Complex (excluding The Global Health Sciences
Fund, which does not participate in any retirement plan) upon the directors'
retirement, calculated using the current method of allocating director
compensation among the funds in the INVESCO Complex. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the directors
will be adjusted periodically for inflation, for increases in the number of
funds in the INVESCO Complex, and for other reasons during the period in which
retirement benefits are accrued on behalf of the respective directors. This
results in lower estimated benefits for directors who are closer to retirement
and higher estimated benefits for directors who are further from retirement.
With the exception of Messrs. Frazier and McIntyre, each of these directors has
served as a director/trustee of one or more of the funds in the INVESCO Complex
for the minimum five-year period required to be eligible to participate in the
Defined Benefit Deferred Compensation Plan.
(4)Messrs. Frazier and McIntyre began serving as directors of the Fund on
April 19, 1995.
(5)Effective November 1, 1996, Mr. Frazier was employed by AMVESCO PLC, a
company affiliated with INVESCO. Because it was possible that Mr. Frazier would
be employed with [AMVESCO] PLC effective May 1, 1996, he was deemed to be an
"interested person" of the Fund and of the other funds in the INVESCO Complex.
<PAGE>
Effective November 1, 1996, Mr. Frazier will no longer receive any
director's fees or other compensation from the Company or other funds in the
INVESCO Complex for his services as a director.
(6)Totals ^ as a percentage of the Fund's net assets as of October 31, ^
1996.
^ (7)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1995.
Messrs. ^ Brady, Harris, Hesser, and ^ effective November 1, 1996,
Frazier, as "interested persons" of the Fund and the other funds in the INVESCO
Complex, receive compensation as officers or employees of INVESCO or its
affiliated companies, and do not receive any director's fees or other
compensation from the Fund or the other funds in the INVESCO Complex for their
service as directors.
The boards of directors/trustees of the mutual funds managed by INVESCO,
INVESCO Advisor Funds, Inc. and INVESCO Treasurer's Series Trust have adopted a
Defined Benefit Deferred Compensation Plan for the non-interested directors and
trustees of the funds. Under this plan, each director or trustee who is not an
interested person of the funds (as defined in the 1940 Act) and who has served
for at least five years (a "qualified director") is entitled to receive, upon
retiring from the boards at the mandatory retirement age of 72 (or the
retirement age of 73 to 74, if the retirement date is extended by the boards for
one or two years but less than three years), continuation of payments for one
year (the "first year retirement benefit") of the annual basic retainer payable
by the funds to the qualified director at the time of his retirement (the "basic
retainer"). Commencing with any such director's second year of retirement, and
commencing with the first year of retirement of a director whose retirement has
been extended by the board for three years, a qualified director shall receive
quarterly payments at an annual rate equal to 25% of the basic retainer. These
payments will continue for the remainder of the qualified director's life or ten
years, whichever is longer (the "reduced retainer payments"). If a qualified
director dies or becomes disabled after age 72 and before age 74 while still a
director of the funds, the first year retirement benefit and the reduced
retainer payments will be made to him or to his beneficiary or estate. If a
qualified director becomes disabled or dies either prior to age 72 or during his
74th year while still a director of the funds, the director will not be entitled
to receive the first year retirement benefit; however, the reduced retainer
payments will be made to his beneficiary or estate. The plan is administered by
a committee of three directors who are also participants in the plan and one
director who is not a plan participant. The cost of the plan will be allocated
among the INVESCO, INVESCO Advisor Funds, Inc. and Treasurer's Series funds in a
<PAGE>
manner determined to be fair and equitable by the committee. The Fund is
not making any payments to directors under the plan as of the date of this
Statement of Additional Information. The Fund has no stock options or other
pension or retirement plans for management or other personnel and pays no salary
or compensation to any of its officers.
The Fund has an audit committee which is comprised of four of the
directors who are not interested persons of the Fund. The committee meets
periodically with the Fund's independent accountants and officers to review
accounting principles used by the Fund, the adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.
The Fund also has a management liaison committee which meets quarterly
with various management personnel of INVESCO in order (a) to facilitate better
understanding of management and operations of the Fund, and (b) to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.
HOW SHARES CAN BE PURCHASED
The shares of each Portfolio are sold on a continuous basis at the net
asset value per share of the Portfolio next calculated after receipt of a
purchase order in good form. The net asset value per share for each Portfolio is
computed separately for each Portfolio and is determined once each day that the
New York Stock Exchange is open as of the close of regular trading on that
Exchange, but may also be computed at other times. See "How Shares Are Valued."
INVESCO acts as the Fund's Distributor under a distribution agreement with the
Fund under which it receives no compensation and bears all expenses, including
the costs of printing and distribution of prospectuses incident to direct sales
and distribution of Fund shares on a no-load basis.
HOW SHARES ARE VALUED
As described in the section of each Portfolio's Prospectus entitled "Fund
Price ^ And Performance," the net asset value of shares of each Portfolio of the
Fund is computed once each day that the New York Stock Exchange is open as of
the close of regular trading on that Exchange (generally 4:00 p.m., New York
time) and applies to purchase and redemption orders received prior to that time.
Net asset value per share is also computed on any other day on which there is a
sufficient degree of trading in the securities held by a Portfolio that the
current net asset value per share might be materially affected by changes in the
value of the securities held, but only if on such day the Fund receives a
request to purchase or redeem shares of that Portfolio. Net asset value per
share is not calculated on days the New York Stock Exchange is closed, such as
<PAGE>
federal holidays including New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving^ and Christmas.
The net asset value per share of each Portfolio is calculated by dividing
the value of all securities held by that Portfolio and its other assets
(including dividends and interest accrued but not collected), less the
Portfolio's liabilities (including accrued expenses) by the number of
outstanding shares of that Portfolio. Securities traded on national securities
exchanges, the NASDAQ National Market System, the NASDAQ Small Cap Market and
foreign markets are valued at their last sale prices on the exchanges or markets
where such securities are primarily traded. Securities traded in the
over-the-counter market for which last sales prices are not available, and
listed securities for which no sales are reported on a particular date, are
valued at their highest closing bid prices (or, for debt securities, yield
equivalents thereof) obtained from one or more dealers making markets for such
securities. If market quotations are not readily available, securities will be
valued at their fair values as determined in good faith by the Fund's board of
directors or pursuant to procedures adopted by authority of the board of
directors. The above procedures may include the use of valuations furnished by a
pricing service which employs a matrix to determine valuations for normal
institutional-size trading units of debt securities. Prior to utilizing a
pricing service, the Fund's board of directors reviews the methods used by such
service to assure itself that securities will be valued at their fair values.
The Fund's board of directors also periodically monitors the methods used by
such pricing services. Debt securities with remaining maturities of 60 days or
less at the time of purchase are normally valued at amortized cost.
The values of securities held by the Portfolios and other assets used in
computing net asset value generally are determined as of the time regular
trading in such securities or assets is completed each day. ^ Because regular
trading in most foreign securities markets is completed simultaneously with, or
prior to, the close of regular trading on the New York Stock Exchange, closing
prices for foreign securities usually are available for purposes of computing
the Portfolios' net asset value. However, in the event that the closing price of
a foreign security is not available in time to calculate a Portfolio's net asset
value on a particular day, the Fund's board of directors has authorized the use
of the market price for the security obtained from an approved pricing service
at an established time during the day which may be prior to the close of regular
trading in the security. The value of all assets and liabilities expressed in
foreign currencies will be converted into U.S. dollars at the spot rate of such
currencies against U.S. dollars provided by an approved pricing service.
<PAGE>
FUND PERFORMANCE
As discussed in the section of each Portfolio's Prospectus entitled "Fund
Price ^ And Performance," the Fund advertises the total return performance of
the Portfolios, as well as the yield of the Utilities Portfolio. Average annual
total return performance for each Portfolio for the indicated periods ended
October 31, ^ 1996, was as follows:
10 Years/
Life of
Portfolio 1 Year 5 Years Portfolio
- --------- ------ ------- ---------
Energy ^ 49.33% 6.51% 7.95%
Environmental Services ^ 25.58% 2.98% 4.58%(1)
Financial Services 31.48% 19.40% 18.32%
Gold 53.55% 13.45% 5.04%
Health Sciences 17.99% 8.30% 20.13%
Leisure 10.66% 16.29% 16.30%
Technology 19.98% 21.72% 20.53%
Utilities 17.18% 12.42% 10.53%
- -----------------
(1) The Environmental Services Portfolio did not commence operations until
January 2, 1991. The total return of Environmental Services for the 70-month
period from January 2, 1991 (date of inception) through October 31, 1996 was
4.58%. ^
Average annual total return performance for each of the periods indicated
was computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
P(1 + T)n = ERV
where: P = initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment
The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period and
Portfolio indicated.
The yield of the Utilities Portfolio for the month ended October 31, ^
1996, was ^ 2.92%. This yield was computed by dividing the net investment income
per share earned during the period as calculated according to a prescribed
formula by the net asset value per share on October 31, ^ 1996. Because
dividends received on the common stocks held by the Utilities Portfolio are
generally paid near the end of calendar quarters and are accounted for on
<PAGE>
ex-dividend dates, such dividend income is recognized, for purposes of
yield calculations, on an annualized basis.
In conjunction with performance reports and/or analyses for the
Portfolios, comparative data between a Portfolio's performance for a given
period and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services, Inc., Lehman Brothers, National
Association of Securities Dealers Automated Quotations, Frank Russell Company,
Value Line Investment Survey, the American Stock Exchange, Morgan Stanley
Capital International, Wilshire Associates, the Financial Times Stock Exchange,
the New York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex,
all of which are unmanaged market indicators. In addition, rankings, ratings^
and comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Funds. These sources utilize information
compiled (i) internally; (ii) by Lipper Analytical Services, Inc.; or (iii) by
other recognized analytical services. The Lipper Analytical Services, Inc.
mutual fund rankings and comparisons which may be used by the Portfolios in
performance reports will be drawn from the mutual fund groupings listed in each
Portfolio's prospectus, in addition to the broad-based Lipper general fund
groupings. Sources for Portfolio performance information and articles about the
Portfolios include, but are not limited to, the following:
American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund Performance
Analysis
Money
Morningstar
Mutual Fund Forecaster
<PAGE>
No-Load Analyst
No-Load Fund X
Personal Investor
Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth
SERVICES PROVIDED BY THE FUND
Periodic Withdrawal Plan. As described in the section of each Portfolio's
Prospectus entitled "How ^ To Sell Shares," the Fund offers a Periodic
Withdrawal Plan. All dividends and distributions on shares owned by shareholders
participating in this Plan are reinvested in additional shares. ^ Because
withdrawal payments represent the proceeds from sales of shares, the amount of
shareholders' investments in the Fund will be reduced to the extent that
withdrawal payments exceed dividends and other distributions paid and
reinvested. Any gain or loss on such redemptions must be reported for tax
purposes. In each case, shares will be redeemed at the close of business on or
about the 20th day of each month preceding payment and payments will be mailed
within five business days thereafter.
The Periodic Withdrawal Plan involves the use of principal and is not a
guaranteed annuity. Payments under such a Plan do not represent income or a
return on investment.
A Periodic Withdrawal Plan may be terminated at any time by sending a
written request to INVESCO. Upon termination, all future dividends and capital
gain distributions will be reinvested in additional shares unless a shareholder
requests otherwise.
Exchange Privilege. As discussed in the section of each Portfolio's
Prospectus entitled "How ^ To Buy Shares -- Exchange Privilege," the Fund offers
shareholders the privilege of exchanging shares of any Portfolio of the Fund for
shares of any other Portfolio and of exchanging shares of the Fund for shares of
certain other no-load mutual funds advised by INVESCO. Exchange requests may be
made either by telephone or by written request to INVESCO Funds Group, Inc.,
using the telephone number or address on the cover of this Statement of
Additional Information. Exchanges made by telephone must be in an amount of at
least $250^ if the exchange is being made into an existing account of one of the
INVESCO funds. All exchanges that establish a new account must meet the fund's
<PAGE>
meet the fund's applicable minimum initial investment requirements. Written
exchange requests into an existing account have no minimum requirements other
than the fund's applicable minimum subsequent investment requirements. Any gain
or loss realized on such an exchange is recognized for federal income tax
purposes. This privilege is not an option or right to purchase securities^ but
is a revocable privilege permitted under the present policies of each of the
funds and is not available in any state or other jurisdiction where the shares
of the mutual fund into which transfer is to be made are not qualified for sale^
or when the net asset value of the shares presented for exchange is less than
the minimum dollar purchase required by the appropriate prospectus.
TAX-DEFERRED RETIREMENT PLANS
As described in the section of each Portfolio's Prospectus entitled "Fund
Services," shares of the Fund may be purchased as the investment medium for
various tax-deferred retirement plans. Persons who request information regarding
these plans from INVESCO will be provided with prototype documents and other
supporting information regarding the type of plan requested. Each of these plans
involves a long-term commitment of assets and is subject to possible regulatory
penalties for excess contributions, premature distributions or for insufficient
distributions after age 70-1/2. The legal and tax implications may vary
according to the circumstances of the individual investor. Therefore, the
investor is urged to consult with an attorney or tax adviser prior to the
establishment of such a plan.
HOW TO REDEEM SHARES
Normally, payments for shares redeemed will be mailed within seven (7)
days following receipt of the required documents as described in the section of
each Portfolio's Prospectus entitled "How ^ To Sell Shares." The right of
redemption may be suspended and payment postponed when: (a) the New York Stock
Exchange is closed for other than customary weekends and holidays; (b) trading
on that exchange is restricted; (c) an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable, or
it is not reasonably practicable for the Fund fairly to determine the value of
its net assets; or (d) the Securities and Exchange Commission (the "SEC") by
order so permits.
It is possible that in the future conditions may exist which would, in the
opinion of the Fund's investment adviser, make it undesirable for a Portfolio to
pay for redeemed shares in cash. In such cases, the investment adviser may
authorize payment to be made in portfolio securities or other property of the
Fund. However, the Fund is obligated under the 1940 Act to redeem for cash all
shares of a Portfolio presented for redemption by any one shareholder having a
value up to $250,000 (or 1% of the Portfolio's net assets if that is less) in
<PAGE>
any 90-day period. Securities delivered in payment of redemptions are
selected entirely by the investment adviser based on what is in the best
interests of the Portfolio and its shareholders, and are valued at the value
assigned to them in computing the Portfolio's net asset value per share.
Shareholders receiving such securities are likely to incur brokerage costs on
their subsequent sales of the securities.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES
The Fund intends to continue to conduct its business and satisfy the
applicable diversification of assets and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. The Fund so qualified in the fiscal year ended
October 31, ^ 1996, and intends to continue to qualify during its current fiscal
year. As a result, it is anticipated that the Fund will pay no federal income or
excise taxes and will be accorded conduit or "pass through" treatment for
federal income tax purposes.
Dividends paid by the Fund from net investment income as well as
distributions of net realized short-term capital gains and net realized gains
from certain foreign currency transactions are, for federal income tax purposes,
taxable as ordinary income to shareholders. After the end of each calendar year,
the Fund sends shareholders information regarding the amount and character of
dividends paid in the year, information on foreign source income and foreign
taxes, and the dividends eligible for the dividends-received deduction for
corporations. Such amounts will be limited to the aggregate amount of qualifying
dividends which the Fund derives from its portfolio investments.
Distributions by the Fund of net capital gains (the excess of net
long-term capital gain over net short-term capital loss) are, for federal income
tax purposes, taxable to the shareholder as long-term capital gains regardless
of how long a shareholder has held shares of the Fund. Such distributions are
identified as such and are not eligible for the dividends-received deduction.
All dividends and other distributions are regarded as taxable to the
investor, whether or not such dividends and distributions are reinvested in
additional shares. If the net asset value of Fund shares should be reduced below
a shareholder's cost as a result of a distribution, such distribution would be
taxable to the shareholder although a portion would be, in effect, a return of
invested capital. The net asset value of each Portfolio's shares reflects
accrued net investment income and undistributed realized capital and foreign
currency gains; therefore, when a distribution is made, the net asset value is
reduced by the amount of the distribution. If shares are purchased shortly
before a distribution, the full price for the shares will be paid and some
portion of the price may then be returned to the shareholder as a taxable
<PAGE>
dividend or capital gain. However, the net asset value per share will be
reduced by the amount of the distribution, which would reduce any gain (or
increase any loss) for tax purposes on any subsequent redemption of shares.
INVESCO may provide Fund shareholders with information concerning the
average cost basis of their shares in order to help them prepare their tax
returns. This information is intended as a convenience to shareholders^ and will
not be reported to the Internal Revenue Service (the "IRS"). The IRS permits the
use of several methods to determine the cost basis of mutual fund shares. The
cost basis information provided by INVESCO will be computed using the
single-category average cost method, although neither INVESCO nor the Fund
recommends any particular method of determining cost basis. Other methods may
result in different tax consequences. If a shareholder has reported gains or
losses for a Portfolio in past years, the shareholder must continue to use the
method previously used, unless the shareholder applies to the IRS for permission
to change methods.
If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received on those shares.
Each Portfolio will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
Dividends and interest received by each Portfolio may be subject to
income, withholding or other taxes imposed by foreign countries and U.S.
possessions that would reduce the yield on its securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
foreign taxes, however, and many foreign countries do not impose taxes on
capital gains in respect of investments by foreign investors. If more than 50%
of the value of a Portfolio's total assets at the close of any taxable year
consists of securities of foreign corporations, the Fund will be eligible to,
and may, file an election with the IRS that will enable its shareholders, in
effect, to receive the benefit of the foreign tax credit with respect to any
foreign and U.S. possessions income taxes paid by it. Each Portfolio will report
to its shareholders shortly after each taxable year their respective shares of
the Portfolio's income from sources within, and taxes paid to, foreign countries
and U.S. possessions if it makes this election.
The Portfolios may invest in the stock of "passive foreign investment
companies" ^("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive,
<PAGE>
or (2) an average of at least 50% of its assets produce, or are held for
the production of, passive income. Under certain circumstances, a Portfolio will
be subject to federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain on disposition of the stock
(collectively "PFIC income"), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the extent
that income is distributed to its shareholders.
Gains or losses (1) from the disposition of foreign currencies, (2) from
the disposition of debt securities denominated in foreign currency that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Portfolio accrues interest, dividends or other receivables or accrues expenses
or other liabilities denominated in a foreign currency and the time the
Portfolio actually collects the receivables or pays the liabilities, generally
will be treated as ordinary income or loss. These gains or losses may increase
or decrease the amount of the Portfolio's investment company taxable income to
be distributed to its shareholders.
Shareholders should consult their own tax advisers regarding specific
questions as to federal, state and local taxes. Dividends and capital gain
distributions will generally be subject to applicable state and local taxes.
Qualification as a regulated investment company under the Internal Revenue Code
of 1986, as amended, for income tax purposes does not entail government
supervision of management or investment policies.
INVESTMENT PRACTICES
Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for any of the Fund's Portfolios. Brokerage costs to the Fund are
commensurate with the rate of portfolio activity. Portfolio turnover rates for
the fiscal years ended October 31, 1996, 1995 and 1994, were as follows:
Portfolio 1996 1995 1994
--------- ---- ---- ----
Energy 392% 300% 123%
Environmental Services 142 195 211
Financial Services 141 171 88
Gold 155 72 97
Health Sciences 90 107 80
Leisure 56 119 116
Technology 168 191 145
Utilities 141 185 180
<PAGE>
In computing the portfolio turnover rate, all investments with maturities
or expiration dates at the time of acquisition of one year or less are excluded.
Subject to this exclusion, the turnover rate is calculated by dividing (A) the
lesser of purchases or sales of portfolio securities for the fiscal year by (B)
the monthly average of the value of portfolio securities owned by the Portfolio
during the fiscal year.
The portfolio turnover rate of the Energy Portfolio increased in fiscal
1995 over fiscal 1994 primarily as a result of a restructuring of the Portfolio
that occurred during that year. The portfolio turnover rate of the Financial
Services Portfolio increased in fiscal 1995 over fiscal 1994 primarily as a
result of a significant increase in the size of the Portfolio.
Placement of Portfolio Brokerage. Either INVESCO, as the Fund's investment
adviser, or INVESCO Trust, as the Fund's sub- adviser, ^ places orders for the
purchase and sale of securities with brokers and dealers based upon INVESCO's or
INVESCO Trust's evaluation of their financial responsibility, subject to their
ability to effect transactions at the best available prices. INVESCO or INVESCO
Trust evaluates the overall reasonableness of brokerage commissions ^ paid by
reviewing the quality of executions obtained on portfolio transactions of each
applicable Portfolio, viewed in terms of the size of transactions, prevailing
market conditions in the security purchased or sold, and general economic and
market conditions. In seeking to ensure that the commissions ^ charged the
Portfolios are consistent with prevailing and reasonable commissions ^, INVESCO
or INVESCO Trust also endeavor to monitor brokerage industry practices with
regard to the commissions ^ charged by brokers and dealers on transactions
effected for other comparable institutional investors. While INVESCO or INVESCO
Trust seek reasonably competitive rates, the Portfolios do not necessarily pay
the lowest commission^ or spread available.
Consistent with the standard of seeking to obtain the best execution on
portfolio transactions, INVESCO or INVESCO Trust may select brokers that provide
research services to effect such transactions. Research services consist of
statistical and analytical reports relating to issuers, industries, securities
and economic factors and trends, which may be of assistance or value to INVESCO
or INVESCO Trust in making informed investment decisions. Research services
prepared and furnished by brokers through which the Portfolios effect securities
transactions may be used by INVESCO or INVESCO Trust in servicing all of their
respective accounts and not all such services may be used by INVESCO or INVESCO
Trust in connection with the Fund's Portfolios.
In recognition of the value of the above-described brokerage and research
services provided by certain brokers, INVESCO or INVESCO Trust, consistent with
the standard of seeking to obtain the best execution on portfolio transactions,
<PAGE>
may place orders with such brokers for the execution of transactions for
the Fund's Portfolios on which the commissions ^ are in excess of those which
other brokers might have charged for effecting the same transactions.
Portfolio transactions may be effected through qualified ^ broker-dealers
who recommend the Portfolios to their clients^ or who act as agent in the
purchase of any of the Portfolios' shares for their clients. When a number of
brokers and dealers can provide comparable best price and execution on a
particular transaction, the Fund's adviser may consider the sale of Portfolio
shares by a broker or dealer in selecting among qualified ^ broker-dealers.
^ Certain financial institutions (including brokers who may sell shares of
the Fund, or affiliates of such brokers) are paid a fee (the "Services Fee") for
recordkeeping, shareholder communications and other services provided by ^ the
financial institution or such affiliates to investors purchasing shares of the ^
Funds through no transaction fee programs ("NTF Programs") offered by the
financial institution or its affiliated broker (an "NTF Program Sponsor"). The
Services Fee is based on the average daily value of the investments in each ^
Fund made in the name of such NTF Program Sponsor and held in omnibus accounts ^
maintained on behalf of investors participating in the ^ NTF Program. The ^
Fund's directors have authorized ^ the Fund to pay ^ transfer agency fees to
INVESCO based on the number of investors who have beneficial interests in the ^
NTF Program Sponsor's omnibus accounts in ^ the Fund. INVESCO, in turn, ^ pays
these transfer agency fees to ^ the NTF Program Sponsor as a sub-transfer agency
or recordkeeping fee in payment of all or a portion of the ^ Services Fee. In
the event that the sub-transfer agency or recordkeeping fee is insufficient to
pay all of the Services Fee with respect to these NTF Programs, INVESCO itself
pays the portion of the Fund's Services Fee, if any, that exceeds the sum of the
sub-transfer agency or recordkeeping fee. The Fund's directors have further
authorized INVESCO to place a portion of ^ the Fund's brokerage transactions
with ^ certain NTF Program Sponsors or their affiliated brokers, if INVESCO
reasonably believes that, in effecting the ^ Fund's transactions in portfolio
securities, ^ the broker is able to provide the best execution of orders at the
most favorable prices. ^ A portion of the commissions earned by ^ such a broker
from executing portfolio transactions on behalf of ^ the Fund may be credited by
the NTF Program Sponsor against its Services Fee. Such credit shall be applied
against any sub- transfer agency or recordkeeping fee payable with respect to ^
the Fund on a basis which has resulted from negotiations between INVESCO and ^
the NTF Program Sponsor. Thus, the Fund pays sub- transfer agency or
recordkeeping fees to the NTF Program Sponsor in payment of the Services Fee
only to the extent that such fees are not offset by the ^ Fund's credits. In the
event that the transfer agency fee paid by ^ the Fund to INVESCO with respect to
<PAGE>
investors who have beneficial interests in ^ a particular NTF Program
Sponsor's omnibus accounts in ^ the Fund exceeds the ^ Services Fee applicable
to ^ the Fund, after application of credits, INVESCO may carry forward the
excess and apply it to future ^ Services Fees payable to that NTF Program
Sponsor with respect to the Fund. The amount of excess transfer agency fees
carried forward will be reviewed for possible adjustment by INVESCO prior to
each fiscal year-end of the Fund.
The aggregate dollar amounts of brokerage commissions paid by the Fund for
the fiscal years ended October 31, 1996, 1995^ and 1994^ were $17,056,949,
$14,162,585^ and $11,837,141, ^ respectively. On a Portfolio basis the aggregate
amount of brokerage commissions paid in fiscal ^ 1996 breaks down as follows:
Energy, ^ $1,939,241; Environmental Services, ^ $427,834 ; Financial Services, ^
$2,169,216; Gold, ^ $3,182,937; Health Sciences, ^ $3,221,908; Leisure, ^
$1,066,529; Technology, ^ $4,119,351; and Utilities, ^ $929,933. For the year
ended October 31, ^ 1996, brokers providing research services received ^
$5,016,507 in commissions on portfolio transactions effected for the Fund. The
aggregate dollar amount of such portfolio transactions was ^ $2,457,675,636. On
a Portfolio basis this figure breaks down as follows: Energy, ^ $368,028,205;
Environmental Services, ^ $18,839,491; Gold, ^ $552,035,208; Health Sciences, ^
$327,572,968; Financial Services, ^ $637,585,285; Leisure, ^ $65,735,194;
Technology, ^ $339,907,072; and Utilities ^ $147,972,213. The Fund paid ^
$2,163,192 in compensation to brokers for the sale of shares of the Fund during
the fiscal year ended October 31, ^ 1996.
^ At October 31, 1996 the Fund's Portfolios held securities of their
regular brokers or dealers, or their parents, as follows:
Value of
Securities
Portfolio Broker or Dealer at ^ 10/31/96
- --------- ---------------- -------------
ENERGY FUND ^ State Street Bank & Trust ^ $25,280,000
Company
ENVIRONMENTAL None
SERVICES FUND ^
FINANCIAL SERVICES Associates Corporation of ^ $21,630,000
FUND North America
^ State Street Boston $6,337,500
^ Corporation
<PAGE>
^ GOLD FUND Associates Corporation of ^ $10,275,000
^ North America
^ Merrill Lynch & Company, Inc. $2,098,768
HEALTH SCIENCES General Electric Company $39,951,000
FUND
General Motors Acceptance $33,511,000
Corporation
LEISURE FUND Associates Corporation of ^ $12,620,000
^ North America
^ TECHNOLOGY FUND American Express Credit $17,457,000
^ Corporation
Chevron Oil Finance Company $37,554,000
Ford Motor Credit Company $24,230,000
General Motors Acceptance $28,760,000
Corporation
UTILITIES FUND State Street Bank & Trust $14,260,000
Company
Neither INVESCO nor INVESCO Trust receives any brokerage commissions on
portfolio transactions effected on behalf of the Fund, and there is no
affiliation between INVESCO, INVESCO Trust^ or any person affiliated with
INVESCO, INVESCO Trust^ or the Fund and any broker or dealer that executes
transactions for the Fund.
ADDITIONAL INFORMATION
Common Stock. The Fund has one billion authorized shares of common stock
with a par value of $0.01 per share. Of the Fund's authorized shares,
100,000,000 shares have been allocated to each of the Fund's eight Portfolios.
As of October 31, ^ 1996, shares outstanding for each Portfolio were as follows:
Portfolio Shares Outstanding
--------- ------------------
Energy ^ 15,716,738
Environmental Services ^ 2,643,091
Financial Services ^ 23,658,772
Gold ^ 34,730,165
Health Sciences ^ 16,904,277
Leisure ^ 11,021,164
Technology ^ 23,064,698
Utilities ^ 12,715,877
<PAGE>
The board of directors has the authority to designate additional classes of
Common Stock without seeking the approval of shareholders and may classify and
reclassify any authorized but unissued shares.
Shares of each class represent the interests of the shareholders of such
class in a particular portfolio of investments of the Fund. Each class of the
Fund's shares is preferred over all other classes in respect of the assets
specifically allocated to that class, and all income, earnings, profits and
proceeds from such assets, subject only to the rights of creditors, are
allocated to shares of that class. The assets of each class are segregated on
the books of account and are charged with the liabilities of that class and with
a share of the Fund's general liabilities. The board of directors determines
those assets and liabilities deemed to be general assets or liabilities of the
Fund, and these items are allocated among classes in proportion to the relative
total assets of each class. In the unlikely event that a liability allocable to
one class exceeds the assets belonging to the class, all or a portion of such
liability may have to be borne by the holders of shares of the Fund's other
classes.
All shares, regardless of class, have equal voting rights. Voting with
respect to certain matters, such as ratification of independent accountants or
election of directors, will be by all classes of the Fund. When not all classes
are affected by a matter to be voted upon, such as approval of an investment
advisory contract or changes in a Portfolio's investment policies, only
shareholders of the class affected by the matter may be entitled to vote. Fund
shares have noncumulative voting rights, which means that the holders of a
majority of the shares voting for the election of directors can elect 100% of
the directors if they choose to do so. In such event, the holders of the
remaining shares voting for the election of directors will not be able to elect
any person or persons to the board of directors. After they have been elected by
shareholders, the directors will continue to serve until their successors are
elected and have qualified or they are removed from office, in either case by a
shareholder vote, or until death, resignation, or retirement. Directors may
appoint their own successors, provided that always at least a majority of the
directors have been elected by the Fund's shareholders. It is the intention of
the Fund not to hold annual meetings of shareholders. The directors will call
annual or special meetings of shareholders for action by shareholder vote as may
be required by the 1940 Act or the Fund's Articles of Incorporation, or at their
discretion.
Principal Shareholders. As of December 1, 1995, the following entities
held more than 5% of the Fund's and each Portfolio's outstanding equity
securities.
<PAGE>
Amount and Nature Class and Percent
Name and Address of Ownership of Class
- ---------------- ----------------- -----------------
Energy Portfolio
Charles Schwab & Co. Inc. ^ 6,619,899.9450 38.553%
^ Special Custody Acct. For
^ The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
^ National Financial 1,740,266.5080 10.135%
Services Corp.
The Exclusive Benefit
of Customers
One World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
Gold Portfolio
Charles Schwab & Co. Inc. 13,461,820.0060 40.133%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
Health Sciences Portfolio
Charles Schwab & Co. Inc. 4,283,586.0020 26.253%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
Leisure Portfolio
Charles Schwab & Co. Inc. 2,985,269.9770 28.007%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
<PAGE>
Technology Portfolio
Charles Schwab & Co. Inc. 7,807,549.9890 32.708%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
Financial Services Portfolio
Charles Schwab & Co. Inc. 7,979,168.9060 27.988%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
Donaldson Lufkin & Jenrette 1,682,810.6890 5.903%
Securities Corp.
Mutual Funds, 5th Floor
P.O. Box 2052
Jersey City, NJ 07303
National Finance Services 1,453,770.9380 5.099%
Corp.
The Exclusive Benefit
of Customers
One World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
Utilities Portfolio
Charles Schwab & Co. Inc. 4,825,028.9810 38.725%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
Environmental Services Portfolio
Charles Schwab & Co. Inc. 663,630.1930 26.429%
Special Custody Acct. For
The Exclusive Benefit
of Customers
101 Montgomery St.
San Francisco, CA 94104
<PAGE>
Independent Accountants. Price Waterhouse LLP, 950 Seventeenth Street,
Denver, Colorado, has been selected as the independent accountants of the Fund.
The independent accountants are responsible for auditing the financial
statements of the Fund.
Custodian. State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts, has been designated as custodian of the cash and investment
securities of the Fund. The bank is also responsible for, among other things,
receipt and delivery of the Fund's investment securities in accordance with
procedures and conditions specified in the custody agreement. Under its contract
with the Fund, the custodian is authorized to establish separate accounts in
foreign currencies and to cause foreign securities owned by the Fund to be held
outside the United States in branches of U.S. banks and, to the extent permitted
by applicable regulations, in certain foreign banks and securities depositories.
Transfer Agent. INVESCO, 7800 E. Union Avenue, Denver, Colorado 80237,
acts as registrar, dividend disbursing agent^ and transfer agent for the Fund
pursuant to the Transfer Agency Agreement described in "The Fund and Its
Management." Such services include the issuance, cancellation and transfer of
shares of the Fund, and the maintenance of records regarding the ownership of
such shares.
Reports to Shareholders. The Fund's fiscal year ends on October 31. The
Fund distributes reports at least semiannually to its shareholders. Financial
statements regarding the Fund, audited by the independent accountants, are sent
to shareholders annually.
Legal Counsel. The firm of Kirkpatrick & Lockhart, Washington, D.C. is
legal counsel for the Fund. The firm of Moye, Giles, O'Keefe, Vermeire &
Gorrell, Denver, Colorado, acts as special counsel for the Fund.
Financial Statements. The Fund's audited financial statements and the
notes thereto for the fiscal year ended October 31, ^ 1996, and the report of
Price Waterhouse LLP with respect to such financial statements, are incorporated
herein by reference from the Fund's Annual Report to Shareholders for the fiscal
year ended October 31, ^ 1996.
^ Prospectus. The Fund will furnish, without charge, a copy of the ^
Prospectus upon request. ^ Such requests should be made to the Fund at the
mailing address or telephone number set forth on the first page of this
Statement of Additional Information.
Registration Statement. This Statement of Additional Information and the
Prospectuses do not contain all of the information set forth in the Registration
Statement the Fund has filed with the Securities and Exchange Commission. The
complete Registration Statement may be obtained from the Securities and Exchange
Commission upon payment of the fee prescribed by the rules and regulations of
the Commission.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Page in
Prospectus
----------
(1) Financial statements and schedules
included in ^ Prospectus (Part A):
Financial Highlights for each of the 12-27
ten years in the period ended October
31, ^ 1996.
Financial Highlights with respect to 14
the Environmental Services Portfolio
for each of the ^ five years in the
period ended October 31, ^ 1996 and
the period from commencement of
that Portfolio's operations (January
2, 1991) until October 31, 1991.
Page in
Statement
of Addi-
tional In-
formation
----------
(2) The following audited financial
statements of the Fund and the notes
thereto for the fiscal year ended
October 31, ^ 1996 and the report of
Price Waterhouse LLP with respect to
such financial statements are
incorporated in the Statement of
Additional Information by reference from
the Fund's Annual Report to Shareholders
for the fiscal year ended October 31, ^
1996: Statement of Investment Securities
as of October 31, ^ 1996; Statement of
Assets and Liabilities as of October 31,
^ 1996; Statement of Operations for the
year ended October 31, ^ 1996; Statement
of Changes in Net Assets for each of the
two years in the period ended October
31, ^ 1996; Financial Highlights for
each of the five years in the period
ended October 31, ^ 1996.
(3) Financial statements and schedules
included in Part C:
<PAGE>
None: Schedules have been omitted as
all information has been presented in
the financial statements.
(b) Exhibits:
(1) Articles of ^ Restatement of the
Articles of Incorporation filed November
24, 1989.
(a) Articles Supplementary to the Fund's
Articles of Incorporation ^ filed
December 26, 1990.
(b) Articles of Amendment of the
Articles of Incorporation ^ filed
December 2, 1994.
^(2) Bylaws as of July 21, 1993.
(3) Not applicable.
(4) ^ Not required to be filed on EDGAR.
(5) (a) Form of Investment Advisory
Agreement dated February 28, 1997.
(b) Form of Sub-Advisory Agreement
between the Fund and INVESCO Trust
Company dated February 28, 1997.
(6) Form of General Distribution Agreement
dated __________, 1997.
(7) Defined Benefit Deferred Compensation
Plan for Non-Interested Directors and
Trustees.
(8) Custody Agreement between Registrant
and State Street Bank and Trust Company,
previously filed with ^ Pre-Effective
Amendment No. ^ 2 to the Registration
Statement dated January 24, 1984
and herein incorporated by reference.
^(a) Amended Custody Agreement dated
July 1, 1993, previously filed with
Post-Effective Amendment No. 16 dated
June 24, 1993, and herein incorporated
by reference.
<PAGE>
^(b) Amendment to Custody Agreement
dated October 25, 1995.
(9) (a) Form of Transfer Agency Agreement ^
dated __________, 1997.
(b) Form of Administrative Services
Agreement between the Fund and INVESCO
Funds Group, Inc.^ dated __________, 1997.
(10) Opinion and consent of counsel as to the
legality of the securities being
registered, indicating whether they
will, when sold, be legally issued,
fully paid and non-assessable was filed
with the Securities and Exchange
Commission approximately ^ December 18,
1996, pursuant to Rule 24f-2.
(11) Consent of Independent Accountants.
(12) Not applicable.
(13) Not applicable.
(14) Copies of model plans used in the
establishment of retirement plans as
follows: Non-standardized Profit
Sharing Plan; Non-standardized Money
Purchase Pension Plan; Standardized
Profit Sharing Plan Adoption Agreement;
Standardized Money Purchase Pension
Plan; Non-standardized 401(k) Plan
Adoption Agreement; Standardized 401(k)
Paired Profit Sharing Plan; Standardized
Simplified Profit Sharing Plan;
Standardized Simplified Money Purchase
Plan; Defined Contribution Master Plan &
Trust Agreement; and Financial 403(b)
Retirement Plan, all filed with
Registration Statement of INVESCO
International Funds, Inc. filed May 27,
1993, and herein incorporated by
reference.
(15) Not applicable.
(16) Schedule for computation of performance
data--previously filed with Post-
Effective Amendment No. 8 dated December
20, 1988, and herein incorporated by
reference.
<PAGE>
(17) (a) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Energy
Portfolio.
(b) Financial Data Schedule for the year
ended October 31, ^ 1996 for the
Environmental Services Portfolio.
(c) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Financial
Services Portfolio.
(d) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Gold Portfolio.
(e) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Health
Sciences Portfolio.
(f) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Leisure
Portfolio.
(g) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Technology
Portfolio.
(h) Financial Data Schedule for the year
ended October 31, ^ 1996 for the Utilities
Portfolio.
(18) Not applicable.
Item 25. Persons Controlled by or Under Common Control with
Registrant
No person is presently controlled by or under common control
with Registrant.
<PAGE>
Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class ^ November 30, 1996
-------------- -------------------
Common Stock
Energy Portfolio ^ 11,806
Environmental Services Portfolio ^ 5,277
Financial Services Portfolio ^ 42,550
Gold Portfolio ^ 18,690
Health Sciences Portfolio ^ 88,504
Leisure Portfolio ^ 32,560
Technology Portfolio ^ 65,133
Utilities Portfolio ^ 12,385
Item 27. Indemnification
Indemnification provisions for officers, directors and employees of
Registrant are set forth in Article X of the Amended Bylaws and Article Seventh
(3) of the Articles of Restatement of the Articles of Incorporation, and are
hereby incorporated by reference. See Item 24(b)(1) and (2) above. Under these
Articles, directors and officers will be indemnified to the fullest extent
permitted to directors by the Maryland General Corporation Law, subject only to
such limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
Fund directors and officers cannot be protected against liability to the Fund or
its shareholders to which they would be subject because of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties of their office.
The Fund also maintains liability insurance policies covering its directors and
officers.
Item 28. Business and Other Connections of Investment Adviser
See "The Fund and Its Management" in the Fund's Portfolios' ^
Prospectus and Statement of Additional Information for information regarding the
business of the investment adviser. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and directors of INVESCO Funds Group, Inc., reference is made to the
Schedule Ds to the Form ADV filed under the Investment Advisers Act of 1940 by
INVESCO Funds Group, Inc., which schedules are herein incorporated by reference.
<PAGE>
Item 29. Principal Underwriters
----------------------
INVESCO Diversified Funds, Inc.
INVESCO Dynamics Fund, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Fund, Inc.
INVESCO Income Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Multiple Asset Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
<PAGE>
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
^
Frank M. Bishop Director ^
1315 Peachtree Street NE
Atlanta, GA 30309
Charles W. Brady Chairman of
1315 Peachtree Street NE the Board
Atlanta, GA 30309
^
M. Anthony Cox Senior Vice
1315 Peachtree Street N.E. President
Atlanta, GA 30309
Steven T. Cox, Jr. Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Robert D. Cromwell ^ Regional Vice
7800 E. Union Avenue President
^ Denver, CO 80237
Samuel T. DeKinder Director
1315 Peachtree Street NE
Atlanta, GA 30309
^ Douglas P. Dohm Regional Vice
^ 1355 Peachtree Street NE President
^ Atlanta, GA 30309
William J. Galvin, Jr. Senior Vice Assistant
7800 E. Union Avenue President Secretary
Denver, CO 80237
<PAGE>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
Linda J. Gieger Vice President
7800 E. Union Avenue
Denver, CO 80237
Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President Chief Fin'l
Denver, CO 80237 & Treasurer Officer, and
Chief Acctg.
Officer
Wylie G. Hairgrove Vice President
7800 E. Union Avenue
Denver, CO 80237
^ Hubert L. Harris ^, Jr. Director Director
1315 Peachtree Street, N.E. ^
Atlanta, GA 30309
Dan J. Hesser Chairman of the Board, Pres. &
7800 E. Union Avenue President, CEO Dir.
Denver, CO 80237 & Director
Mark A. Jones Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Jeraldine E. Kraus Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237
Michael D. Legoski Assistant Vice
7800 E. Union Avenue President
Denver, CO 80237
James F. Lummanick Vice President; Asst.
7800 E. Union Avenue General Counsel
Denver, CO 80237
<PAGE>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
^
Brian N. Minturn Executive
7800 E. Union Avenue Vice President
Denver, CO 80237
Robert J. O'Connor Director
1315 Peachtree Street, N.E.
Atlanta, GA 30309
Donald R. Paddack Asst. Vice
7800 E. Union Avenue President
Denver, CO 80237
Laura Parsons Vice President
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President, Secretary
Denver, CO 80237 General Counsel
Pamela J. Piro Asst. Vice
7800 E. Union Avenue President
Denver, CO 80237
Gary J. Ruhl Vice President
7800 E. Union Avenue
Denver, CO 80237
R. Dalton Sim Director ^
7800 E. Union Avenue
Denver, CO 80237
James S. Skesavage Regional Vice
1315 Peachtree Street N.E. President
Atlanta, GA 30309
Terri Berg Smith Vice President
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
Tane T. Tyler Asst. Vice
7800 E. Union Avenue President
Denver, CO 80237
Alan I. Watson Vice President Asst. Sec.
7800 E. Union Avenue
Denver, CO 80237
Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue
Denver, CO 80237
Allyson B. Zoellner Vice President
7800 E. Union Avenue
Denver, CO 80237
(c) Not applicable.
Item 30. Location of Accounts and Records
Dan J. Hesser
7800 E. Union Avenue
Denver, CO 80237
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant shall furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
(b) The registrant hereby undertakes that the board of
directors will call such meetings of shareholders
for action by shareholder vote, including acting on
the question of removal of a director or directors,
as may be requested in writing by the holders of at
least 10% of the outstanding shares of the Fund or
as may be required by applicable law or the Fund's
Articles of Incorporation, and to assist the
shareholders in communicating with other
shareholders as required by the Investment Company
Act of 1940.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and State of
Colorado, on the ^ 30th day of December, ^ 1996.
Attest: INVESCO Strategic Portfolios, Inc.
/s/ Glen A. Payne /s/ Dan J. Hesser
- ------------------------------------ ------------------------------------
Glen A. Payne, Secretary Dan J. Hesser, President
Pursuant to the requirements of the Securities Act of 1933, this
pre-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this ^ 30th day of
December, ^ 1996.
/s/ Dan J. Hesser /s/ Lawrence H. Budner
- ------------------------------------ ------------------------------------
Dan J. Hesser, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)
/s/ Ronald L. Grooms /s/ Daniel D. Chabris
- ------------------------------------ ------------------------------------
Ronald L. Grooms, Treasurer Daniel D. Chabris, Director
(Chief Financial and Accounting Officer)
/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------------ ------------------------------------
Victor L. Andrews, Director Fred A. Deering, Director
/s/ Bob R. Baker /s/ A. D. Frazier, Jr.
- ------------------------------------ ------------------------------------
Bob R. Baker, Director A. D. Frazier, Jr., Director
/s/ ^ Hubert L. Harris, Jr. /s/ Kenneth T. King, Director
- ------------------------------------ ------------------------------------
^ Hubert L. Harris, Jr., Director Kenneth T. King, Director
/s/ Charles W. Brady /s/ John W. McIntyre
- ------------------------------------ ------------------------------------
Charles W. Brady, Director John W. McIntyre, Director
^
By* By* /s/ Glen A. Payne
--------------------------------- --------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989, January 9, 1990, May 22, 1992, September 1, 1993, December 1,
1993 and December 21, 1995.
<PAGE>
Exhibit Index
Page in
Exhibit Number Registration Statement
- -------------- ----------------------
^ 1 100
1(a) 107
1(b) 109
2 111
5(a) 131
5(b) 139
6 145
7 147
8(b) 151
9(a) 152
9(b) 164
11 168
17(a) 169
17(b) 170
17(c) 171
17(d) 172
17(e) 173
17(f) 174
17(g) 175
17(h) 176
EX99.POA HARRIS 177
ARTICLES OF RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
FINANCIAL STRATEGIC PORTFOLIOS, INC.
Financial Strategic Portfolios, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland, hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:
FIRST: Financial Strategic Portfolios, Inc. desires to restate its
Articles of Incorporation as currently in effect. The provisions set forth in
these Articles of Restatement are all the provisions of the Articles of
Incorporation of the Corporation currently in effect and restate the Articles of
Incorporation of the Corporation. The Restatement of the Articles of
Incorporation of the Corporation as set forth herein has been approved by a
majority of the entire board of directors of the Corporation. The Articles of
Incorporation of the Corporation are not amended by these Articles of
Restatement. The Articles of Incorporation of the Corporation are hereby
restated in the following manner:
FIRST: The name of the Corporation (which is hereinafter called
the "Corporation") is Financial Strategic Portfolios, Inc.
SECOND: The period of the Corporation's existence is perpetual.
THIRD: The purpose for which the Corporation is formed is to conduct
and to carry on the business of an investment company of the open-end management
type as defined in the Investment Company Act of 1940, as amended, and to do all
acts and things necessary or incidental to the conduct of such business.
FOURTH: The post office address of the principal office of the
Corporation in the State of Maryland is c/o The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202. The name of the resident agent of
the Corporation in the State of Maryland is The Corporation Trust Incorporated,
a corporation organized under the laws of the State of Maryland, whose post
office address is 32 South Street, Baltimore, Maryland 21202.
FIFTH: (1) The aggregate number of shares of stock which the
Corporation shall have authority to issue is 1 billion (1,000,000,000) shares of
Common Stock, which is hereby divided into six (6) classes consisting of 100
million (100,000,000) shares of Class A Common Stock, 100 million (100,000,000)
shares of Class B Common Stock, 100 million (100,000,000) shares of Class C
Common Stock, 100 million (100,000,000) shares of Class D Common Stock, 100
million (100,000,000) shares of Class E Common Stock, and 100 million
(100,000,000) shares of Class F Common Stock, subject to further classification
and reclassification as described below. Shares of Common Stock, regardless of
<PAGE>
class, shall have a par value of 1 cent ($.01) per share, the aggregate par
value of the Corporation's 1 billion authorized shares of Common Stock being 10
million dollars ($10,000,000).
(2) Each class of Common Stock now or hereafter established shall
individually represent the interests of the holders of the shares of such class
in a particular portfolio of assets of the Corporation and shall be so
designated as to distinguish the shares thereof from the shares of all other
classes.
(3) The Board of Directors of the Corporation, subject to any
applicable provisions of the Investment Company Act of 1940 and the rules
thereunder, is authorized to classify, and to reclassify, from time to time any
unissued shares of Common Stock of the Corporation, whether now or hereafter
authorized, by setting, or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption of the stock and, pursuant to such
classification or reclassification, to increase or decrease the number of
shares of any class, but the number of shares, of any class shall not be reduced
by the Board of Directors below the number of shares of such class then issued
and outstanding.
(4) The Corporation may purchase or otherwise acquire, hold, dispose
of, resell, transfer, re-issue, purchase, redeem, retire, or cancel (all without
the vote or consent of the stockholders of the Corporation) shares of its Common
Stock in any manner and to the extent now or hereafter permitted by the General
Laws of the State of Maryland and the Articles of Incorporation and the By-laws
of the Corporation.
The Corporation may issue, sell, redeem, repurchase and otherwise deal
in and with shares of its Common Stock in fractional denominations and such
fractional denominations shall, for all purposes, be shares of Common Stock
having proportionately to the respective fractions represented thereby all the
rights of whole shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to participate upon
liquidation of the Corporation; provided that the issue of shares in fractional
denominations shall be limited to such transactions and be made upon such terms
as may be fixed by or under authority of the By-laws.
(5) The registered owner of each share of Common Stock of the
Corporation shall be entitled to one vote for each full share, and a fractional
vote for each fractional share of Common Stock, irrespective of the class, then
standing in his name in the books of the Corporation. On any matter submitted
to a vote of shareholders, all shares of Common Stock of the Corporation then
issued and outstanding and entitled to vote, irrespective of class, shall be
voted in the aggregate and not by class, except: (i) when otherwise required by
the General Maryland Corporation Law; (ii) when otherwise required by the
Investment Company Act of 1940 or the rules adopted thereunder, in which case
shares shall be voted by individual class; and (iii) when the matter does not
affect the interest of a particular class, in which case only shareholders of
that class affected shall be entitled to vote thereon and shall vote by
individual class.
<PAGE>
(6) All consideration received by the Corporation for the issue or
sale of any class of Common Stock whether now or hereafter established,
together with all assets, income, earnings, profits, and proceeds derived
therefrom (including all proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be) shall irrevocably belong to the
shares of that class with respect to which such assets, payments or funds were
received by the Corporation, for all purposes, subject only to the rights of
creditors, and shall be so treated upon the books of account of the Corporation.
Such assets, income, earnings, profit and proceeds (including any proceeds
derived from the sale, exchange or liquidation thereof and, if applicable,
any assets derived from any reinvestment of such proceeds in whatever form
the same may be) are referred to herein as "assets belonging to" a class.
(7) Assets of the Corporation not belonging to any particular class of
Common Stock are referred to herein as "General Assets." General Assets shall be
allocated to each class in proportion to the respective assets belonging to each
class immediately prior to the making of such allocation. The determination of
the Board of Directors shall be conclusive as to the amount of assets, as to the
characterization of assets as those belonging to a class or as General Assets
and as to the allocation of General Assets.
(8) The assets belonging to a class of Common Stock shall be charged
with the liabilities incurred specifically on behalf of such class ("Special
Liabilities"). Such assets shall also be charged with a share of the general
liabilities of the Corporation ("General Liabilities") in proportion to the
respective assets belonging to each class immediately prior to the making of
such allocation. The determination of the Board of Directors shall be conclusive
as to the amount of liabilities, including accrued expenses and reserves, as to
the characterization of any liabilities as a Special Liability or General
Liability, and as to the allocation of General Liabilities.
(9) In the event of the liquidation or dissolution of the Corporation,
holders of a class of Common Stock, irrespective of class, shall have priority
over holders of other classes of Common Stock with respect to the assets
belonging to such class and the General Assets allocated to such class and the
assets so distributable to the holders of such class shall be distributed among
such holders of such class, with respect to classes hereby established, in
proportion to the number of shares of such class held by them and recorded on
the books of the Corporation and, with respect to classes hereafter established
as permitted in paragraph (3) above, in the manner determined by the Board of
Directors.
(10) Shares of the Common Stock of the Corporation now or hereafter
authorized shall be subject to redemption and redeemable in the sense
contemplated by the laws of Maryland, at current net asset value per share as
defined in the Bylaws, subject to such terms and conditions as may be specified
therein or otherwise lawfully promulgated by the Corporation. The current net
asset value of shares of each class of Common Stock shall be separately
determined in accordance with procedures set forth in the Bylaws of the
Corporation and in a manner consistent with law, which procedures shall
recognize the rights of each class of Common Stock in assets belonging to such
class and in General Assets and shall recognize the Special Liabilities of each
<PAGE>
class and its share of General Liabilities. The Corporation reserves the right,
in the future, upon appropriate notice to shareholders and to the extent
permissible under Maryland law, to impose a reasonable fee upon redemptions of
shares, any such fee to be set at a level determined appropriate by the Board of
Directors. The Corporation may in its discretion redeem, at such current net
asset value, outstanding shares of its Common Stock, regardless of class, not
offered for redemption which are held by any stockholder whose shares in the
aggregate have a then total current net asset value of less than such amount as
set forth in the Bylaws, provided that prior to any such proposed redemption the
Corporation shall have given such stockholder written notice that such then
current net asset value is less than the amount set forth in the Bylaws as
aforesaid and allowed such stockholder to make additional investments in order
to increase such then current net asset value to the amount so set forth. The
Corporation may also in its discretion redeem the shares of its Common Stock
held by a stockholder or stockholders to the extent deemed necessary by
the Board of Directors to avoid taxation of the Corporation as a "personal
holding company."
SIXTH: The number of directors of the Corporation shall be fixed from time
to time by the By-Laws but shall not be less than three. The By-Laws of the
Corporation shall specify the number of directors which shall be necessary to
and shall constitute a quorum; provided, however, that in no case shall a quorum
be less than one-third (1/3) of the total number of directors or less than two
(2) directors. The names of the current directors, who shall act until their
successors are duly chosen and qualified, are:
Victor L. Andrews
Bob R. Baker
William H. Baughn
Joseph S. Bowman
Charles W. Brady
Lawrence H. Budner
John M. Butler
Otto B. Butterly
Daniel D. Chabris
Ernest B. Davis
Fred A. Deering
Dan J. Hesser
Willard A. Johnson
Kenneth T. King
Lord Stevens of Ludgate
No person shall serve as a director, unless elected by the stock-
holders at an annual meeting or a special meeting called for such purpose,
except that vacancies occurring between such meetings may be filled by the
directors in accordance with the By-Laws, if immediately after filling any
such vacancy at least two-thirds (2/3) of the directors then holding office
shall have been elected by the stockholders at an annual meeting or special
meeting. Unless otherwise provided by the By-Laws of the Corporation,
directors need not be stockholders thereof.
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
<PAGE>
(1) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of the Corporation's Common
Stock, whether now or hereafter authorized, or securities convertible into
shares of its Common Stock, whether now or hereafter authorized, for such
consideration as the Board of Directors may deem advisable subject to such
limitations as may be set forth in these Articles of Incorporation or in the
By-Laws of the Corporation or in the General Laws of the State of Maryland.
(2) The Board of Directors may, to the extent permitted by the General
Laws of the State of Marylandt and in the manner provided herein, declare and
pay dividends or distributions in stock or cash on any or all classes of Common
Stock, the amount of such dividends and the payment thereof being wholly in the
discretion of the Board of Directors; it being further provided that:
(i) Dividends or distributions on shares of any class of Common
Stock shall be paid only out of the earnings, surplus, or other lawfully
available assets belonging to such class (including, for this purpose, any
General Assets allocated to such class).
(ii) So long as the Corporation intends to qualify as a
"regulated investment company" under the Internal Revenue Code of 1954, as
amended, or any successor or comparable statute thereto, and the regulations
promulgated thereunder, and inasmuch as the computation of net income and gains
for federal income tax purposes may vary from the computation thereof on the
books of the Corporation, the Board of Directors shall have the power in its
discretion to distribute in any fiscal year as dividends, including dividends
designated in whole or in part as capital gains distributions, amounts
sufficient, in the opinion of the Board of Directors, to enable the Corporation
to qualify as a regulated investment company and to avoid liability for the
Corporation for federal income tax in respect of that year. In furtherance and
not in limitation of the foregoing, in the event that a class of Common Stock
has a net capital loss for a fiscal year, and to the extent that the net capital
loss offsets net capital gains from one or more of the other classes, the amount
to be deemed available for distribution to each affected class shall be
determined by the Board of Directors in order to effect an equitable adjustment
among the classes.
(3) Each director and each officer of the Corporation shall be
indemnified by the Corporation to the full extent permitted by the General Laws
of the State of Maryland and the By-Laws of the Corporation.
(4) The Board of Directors of the Corporation may make, alter or
repeal from time to time any of the By-Laws of the Corporation except any
particular By-Laws which are specified as not subject to alteration or repeal by
the Board of Directors.
EIGHTH: Cumulative voting in the election of directors shall not be
allowed.
<PAGE>
NINTH: Notwithstanding any provision of the General Laws of the State of
Maryland requiring a greater proportion than a majority of the votes of all
classes of Common Stock or of any class of Common Stock entitled to be cast to
take or authorize any action, the Corporation may take or authorize such action
upon the concurrence of a majority of the aggregate number of the votes entitled
to be cast thereon, all as permitted by Section 2-104(b) of the General
Corporation Law of the State of Maryland or any comparable successor provision.
TENTH: No stockholders of the Corporation of any class, whether now or
hereafter authorized, shall have any preemptive or preferential or other right
of purchase of or subscription to any shares of any class of Common Stock, or
securities convertible into, exchangeable for or evidencing the right to
purchase stock of any class whatsoever, whether or not the stock in question be
of the same class as may be held by such stockholder, and whether now or
hereafter authorized and whether issued for cash, property, services or
otherwise, other than such, if any, as the Board of Directors in its discretion
may from time to time determine, and then only at such prices and on such terms
and on conditions as the Board of Directors may from time to time fix.
ELEVENTH: The Corporation reserves the right from time to time to make any
amendment to its Articles of Incorporation, now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly set forth
in its Articles of Incorporation, of any outstanding stock.
TWELFTH: The name and address of the incorporator is Lisa R. Schoenfeld,
c/o Gordon Hurwitz Butowsky Baker Weitzen & Shalov, 101 Park Avenue, New York,
New York 10178.
SECOND: At a meeting of the board of directors of Financial Strategic
Portfolios, Inc., duly called and held at the offices of INVESCO Capital
Management, Inc. at 1315 Peachtree Street, N.E., Suite 300, Atlanta, Georgia on
October 10, 1989 at 2:00 p.m., a majority of the entire board of said
corporation voting in favor, there was adopted a resolution authorizing a
restatement of the articles of incorporation of said corporation in accordance
with Maryland General Corporation Law, and it was further resolved that said
restatement of the articles of incorporation be filed for record with the State
Department of Assessments and Taxation of Maryland.
<PAGE>
IN WITNESS WHEREOF, Financial Strategic Portfolios, Inc., a Maryland
corporation, through its President and attested to by its Secretary, duly
executes the above and foregoing Articles of Restatement of the Articles of
Incorporation this 3rd day of November, 1989.
FINANCIAL STRATEGIC PORTFOLIOS, INC.
/s/ John M. Butler
------------------------------------
John M. Butler, President
ATTEST:
/s/ Glen A. Payne
- -----------------
Glen A. Payne, Secretary
I, John M. Butler, being the duly elected, qualified and acting President
of Financial Strategic Portfolios, Inc., and being first duly sworn upon my
oath, depose and say that a meeting of the Board of Directors of Financial
Strategic Portfolios, Inc., was held at Ritz-Carlton Buckhead, Atlanta, Georgia
on October 10, 1989 at 2 p.m., and that at said meeting of the Board of
Directors by an affirmative vote of the majority of said Board, the said Board
of Directors, by proper resolution, duly authorized the above and foregoing
Articles of Restatement of the Articles of Incorporation, and that the matters
and facts as set forth in said Articles of Restatement of the Articles of
Incorporation are true and were duly authorized by said Board of Directors.
/s/ John M. Butler
------------------
John M. Butler
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Subscribed, sworn to and acknowledged before me this 3rd, day of
November, 1989 by John M. Butler as the duly elected, qualified and acting
President of Financial Strategic Portfolios, Inc.
(Notarial Seal)
/s/ Cheryl K. Howlett
---------------------
Notary Public
My commission expires: February 18, 1991
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION OF
FINANCIAL STRATEGIC PORTFOLIOS, INC.
Financial Strategic Portfolios, Inc., a Maryland corporation (the
"Corporation"), having its principal office in Baltimore, Maryland, hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:
FIRST: The aggregate number of shares of stock of all classes which the
Corporation shall have authority to issue, both before and after creation of a
new Class J Common Stock, is 1 billion (1,000,000,000) shares of Common Stock.
Prior to creation of a new Class J Common Stock, the Corporation's Common Stock
was divided into nine (9) classes consisting of 100 million (100,000,000)
shares of Class A Common Stock, 100 million (100,000,000) shares of Class B
Common Stock, 100 million (100,000,000) shares of Class C Common Stock, 100
million (100,000,000) shares of Class D Common Stock, 100 million (100,000,000)
shares of Class E Common Stock, 100 million (100,000,000) shares of Class F
Common Stock, 100 million (100,000,000) shares of Class G Common Stock, 100
million (100,000,000) shares of Class H Common Stock, and 100 million
(100,000,000) shares of Class I Common Stock. The Corporation is now creating a
new Class J Common Stock, consisting of 100 million (100,000,000) shares. Both
before and after creation of the new Class J Common Stock, shares of Common
Stock, regardless of class, have a par value of 1 cent ($.01) per share, with
the aggregate par value of the Corporation's 1 billion authorized shares of
Common Stock being 10 million dollars ($10,000,000).
SECOND: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
THIRD: The total number of shares of capital stock that the Corporation has
authority to issue has not been increased or decreased by the board of
directors, but it has authorized in accordance with Section 2-105(c) of the
Maryland General Corporation Law the issuance of 100 million (100,000,000)
shares of the new Class J Common Stock.
IN WITNESS WHEREOF, the undersigned have executed these Articles
Supplementary this 19th day of December, 1990.
FINANCIAL STRATEGIC PORTFOLIOS, INC.
By: /s/ John M. Butler
-------------------
John M. Butler, President
ATTEST:
/s/ Glen A. Payne
- -----------------
Glen A. Payne, Secretary
<PAGE>
I, John M. Butler, being the duly elected, qualified and acting President
of Financial Strategic Portfolios, Inc., and being duly sworn upon my oath,
depose and say that the Board of Directors, by proper resolution, duly
authorized the above and foregoing Articles Supplementary of the Articles of
Incorporation, and the matters and facts as set forth in said Articles
Supplementary of the Articles of Incorporation are true and were duly authorized
by said Board of Directors.
/s/ John M. Butler
------------------
John M. Butler
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing Articles of Amendment were acknowledged before me this l9th
day of December, 1990, by John M. Butler as President and Glen A. Payne as
Secretary of Financial Strategic Portfolios, Inc., a Maryland corporation, on
behalf of the corporation.
Witness my hand and official seal.
/s/ Cheryl K. Howlett
---------------------
Notary Public
My Commission Expires:
February 18, 1991
ARTICLES OF AMENDMENT
OF
ARTICLES OF RESTATMENT
OF THE
ARTICLES OF INCORPORATION
OF
FINANCIAL STRATEGIC PORTFOLIOS, INC.
Financial Strategic Portfolios, Inc., a corporation organized and existing
under the General Corporation Law of the State of Maryland (the "Company"),
hereby certifies that:
FIRST: Articles First of the Articles of Restatement of the Articles of
Incorporation of the Company is hereby amended to read as follows:
NAME AND TERM The name of the corporation is
"INVESCO STRATEGIC PORTFOLIOS, INC.
and it shall have perpetual existence.
SECOND: The foregoing amendment, in accordance with the requirements of
Setion 2-408 of the General Corporation Law of the State of Maryland, was
approved by the Board of Directors of the Company on October 19, 1994.
THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 2-605 of the General Corporation Law of the State of
Maryland.
The undersigned, President of the Company, who is executing on behalf of
the Company the foregoing Articles of Amendment, of which this paragraph
is made a part, hereby acknowledges, in the name and on behalf of the
Company, the foregoing Articles of Amendemnt to be the corporate act of
the Company and further verifies under oath that, to the best of his
knowledge, information and belief, the matters and facts set forth herein
are true in all material respects, under the penalties of perjury.
IN WITNESS WHEREOF, Financial Strategic Portfolios has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and witnessed by its Secretary on the 17th day of November,
1994.
<PAGE>
These Articles of Amendment shall be effective upon acceptance by the
Maryland State Department of Assessments and Taxation.
FINANCIAL STRATEGIC PORTFOLIOS, INC.
BY: /s/ Dan J. Hesser
-----------------
DAN J. HESSER
President
[SEAL]
WITNESSED:
/s/ Glen A. Payne
- -----------------
GLEN A. PAYNE, Secretary
CERTIFICATION
I, Ruth A. Christensen, a notary public in and for the County of Denver, City of
Denver, and State of Colorado, do hereby certify that Dan J. Hesser, personally
known to me to be the person whose name is subscribed to the foregoing Articles
of Amendment, appeared before me this date in person and acknowledged that he
signed, sealed and delivered said instrument as his free and voluntary act and
deed for the uses and purposes therein set forth.
Given my hand and official seal this 17th day of November, 1994.
/s/ Ruth A. Christensen
-----------------------
Notary Public
7800 E. Union Avenue
Denver, Colorado 80237
[SEAL]
My commission expires March 16, 1998.
AMENDED BY-LAWS
OF
FINANCIAL STRATEGIC PORTFOLIOS, INC.
AS OF JULY 21, 1993
ARTICLE I
OFFICES
Section 1.1 Principal Office. The principal office of the Corporation in
the State of Maryland shall be in the City of Baltimore.
Section 1.2 Other Offices. In addition to its principal office in the State
of Maryland, the Corporation may have an office in the State of Maryland, the
Corporation may have an office or offices in the City of Englewood, State of
Colorado and at such other places as the Board of Directors may from time to
time designate or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.1 Annual Meetings. Unless otherwise determined by the board of
directors or required by applicable law, no annual meeting of shareholders shall
be held unless one or more of the following is required to be acted on by the
shareholders under the Investment Company Act of 1940: (1) election of
directors; (2) approval of the Investment Advisory Agreement; (3) ratification
of the selection of independent public accountants; and (4) approval of a
distribution agreement. The annual meeting of the Corporation, if held, shall be
held in Denver, Colorado, at such time as the board of directors shall direct,
on the final business day in January.
Section 2.2 Special Meetings. Special meetings of the stockholders may be
called upon request, in writing, by the President or in his absence a Vice
President, or by a vote of a majority of the Board of Directors. Special
meetings of stockholders shall be called by the Secretary upon the written
request of the holders of shares entitled to not less than ten percent (10%) of
all the votes entitled to be cast at such meeting. Such request shall state the
purpose or purposes of such meeting and the matters proposed to be acted on
thereat. No special meeting need be called upon the request of the holders of
shares entitled to cast less than a majority of all votes entitled to be cast at
such meeting, to consider any matter which is substantially the same as a matter
voted upon at a special meeting of the stockholders held during the preceding
twelve months.
Section 2.3 Place of Meetings. Meetings of stockholders shall be held at
the office of the Corporation in the City of Englewood, State of Colorado or at
any other place within the United States as may be designated from time to time
by the Board of Directors.
<PAGE>
Section 2.4 Notices. Written or printed notice of every stockholders'
meeting stating the place, date, and time shall be given by the Secretary not
less than ten (10) nor more than ninety (90) days before such meeting to each
stockholder entitled to vote at such meeting, either by mail or by presenting it
to him personally or by leaving it at his residence or usual place of business.
Notice of every special meeting shall indicate briefly the purpose or purposes
for which the meeting is called and no business other than that stated in the
notice shall be transacted at the meeting. If mailed, notice of a meeting shall
be deemed to be given when deposited in the United States mail, postage prepaid,
addressed to the stockholder at his post-office address as it appears on the
records of the Corporation.
Section 2.5 Quorum. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, at all meetings of stockholders the holders
of a majority of the shares issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum for the transaction of business. In the absence of a quorum,
the stockholders present or represented by proxy and entitled to vote thereat
shall have power to adjourn the meeting from time to time without notice other
than announcement at the meeting, until a quorum shall be present. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted as if the meeting had been held as originally called.
Section 2.6 Voting Rights, Proxies. At each meeting of stockholders at
which a quorum is present, each holder of record of stock entitled to vote
thereat shall be entitled to one vote in person or by proxy, executed in writing
by the stockholder or his duly authorized attorney-in-fact, for each share of
the Corporation entitled to vote so registered in his name or on the books of
the Corporation on the date fixed or the record date for the determination of
stockholders entitled to vote at such meeting. No proxy shall be valid after
eleven months from its date, unless otherwise provided in the proxy. There shall
be no cumulative voting in the election of directors.
Section 2.7 Voting. Except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws, all matters shall be decided by (a) with
respect to matters to be voted upon by all shares of the Corporation and not by
class, the affirmative vote of the holders of a majority of the shares
represented at the meeting; (b) with respect to matters to be voted upon by
class, or by one or more classes, the affirmative vote of a class by the holders
of a majority of the shares of such class, or classes, represented at the
meeting. If demanded by shareholders present in person or by proxy entitled to
cast twenty-five percent (25%) in number of votes, or if ordered by the chairman
of the meeting, the vote upon any election or question shall be taken by ballot
and upon such demand or order, the voting shall be conducted by two (2)
inspectors appointed by the chairman of the meeting, in which event the proxies
and ballots shall be received and all questions with respect to the
qualification of votes and the validity of proxies and the acceptance or
rejection of votes shall be decided by such inspectors. Unless so demanded or
ordered, no vote need be by ballot and the voting need not be conducted by
inspectors.
<PAGE>
Section 2.8 Qualification. At every meeting of the stockholders, unless the
voting is conducted by inspectors, all questions with respect to the
qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the chairman of the meeting.
ARTICLE III
DIRECTORS
Section 3.1 Powers. The business of the Corporation shall be managed by its
Board of Directors, which may exercise all of the powers of the Corporation,
except such as are by law or by the Articles of Incorporation or by these
By-Laws conferred upon or reserved to the stockholders. The Board of Directors
shall keep full and complete records of its transactions.
Section 3.2 Number and Term. The Board of Directors shall consist of not
less than three (3) directors, the number of directors to be fixed from time to
time by the affirmative vote of a majority of the whole Board of Directors.
Until the first annual meeting of stockholders or until successors are duly
elected and qualify, the Board of Directors shall consist of the persons named
as such in the Articles of Incorporation. At the first annual meeting of
stockholders and at each annual meeting thereafter, the stockholders shall elect
directors to hold office until the next annual meeting or until their successors
are elected and qualify. Directors need not be stockholders in the Corporation.
Section 3.3 Election. The members or the Board of Directors shall be
elected by the stockholders by plurality vote at the annual meeting, or at any
special meeting called for such purpose. Each director shall hold office until
his successor shall have been duly chosen and qualified, or until he shall have
resigned or shall have been removed in the manner provided by law. Any vacancy,
including one created by an increase in the number of the Board of Directors
(except where such vacancy is created by removal by the shareholders) may be
filled by the vote of a majority of the remaining directors, although such
majority is less than a quorum; provided, however, that immediately after
filling any vacancy by such action of the Board of Directors, at least
two-thirds (2/3) of the directors then holding office shall have been elected by
the stockholders at an annual or special meeting.
Section 3.4 Organizational Meeting. The board of directors shall meet in
the month of January at such place as they may designate for the purpose of
organization, the election of officers, and the transaction of other business.
Other regular meetings shall be held as scheduled by a majority of the
directors.
Section 3.5 Regular Meetings. Unless the Board of Directors otherwise
determines, there shall be held in each year three (3) regular meetings at such
intervals as the Board may from time to time determine.
<PAGE>
Section 3.6 Special Meetings. Special meetings of the Board of Directors
may be called at any time by the President, by a majority of the Board of
Directors, or by a majority of the Executive Committee.
Section 3.7 Notice of Meetings. Written or oral notice of special meetings
of the Board of Directors, stating the place, date, and time thereof, shall be
given not less than two (2) days before such meeting to each director,
personally, by telegram, by mail, by telephone, or by leaving such notice at his
place of residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
addressed to the director at his post-office address as it appears on the
records of the Corporation. Unless otherwise directed by the Board of Directors,
no notice of any meeting of the Board of Directors need state the business to be
transacted thereat. Any meeting of the Board of Directors may be adjourned from
time to time and reconvened at the same or some other place, and no notice need
be given of any such adjourned meeting other than by announcement.
Section 3.8 Quorum. At all meetings of the Board of Directors, a majority
of the entire Board of Directors shall be requisite to and constitute a quorum
for the transaction of business. If a quorum is present, the affirmative vote of
a majority of the directors present shall be the act of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by
law, the Articles of Incorporation, or these By-Laws. If at any meeting of the
Board there be less than a quorum present, the directors present thereat, by a
majority vote, may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 3.9 Telephone Meetings. Any member or members of the Board of
Directors or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the meeting. This
Section 3.9 shall not be applicable to meetings held for the purpose of voting
in respect of approval of contracts or agreements whereby a person undertakes to
serve or act as investment adviser of, or principal underwriter for, the
Corporation.
Section 3.10 Action by Directors and Committees Without Meeting. The
provisions of these By-Laws covering notices and meetings to the contrary
notwithstanding, and except as required by law, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 3.11 Expenses and Fees. Directors shall be entitled to receive such
compensation from the corporation for their services as may from time to time be
voted by the board of directors. All directors shall be reimbursed for their
reasonable expenses of attendance, if any, at board and committee meetings. Any
<PAGE>
director of the corporation may also serve the corporation in any other
capacity and receive compensation therefor.
Section 3.12 Resignation and Removal. Any director or member of any
committee may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein. If no time is specified, it
shall take effect from the time of its receipt by the Secretary, who shall
record such resignation, noting the day and hour of its reception. The
acceptance of a resignation shall not be necessary to make it effective. Any one
or more of the directors may be removed, either with or without cause, at any
time, by the affirmative vote of the stockholders holding a majority of the
outstanding shares entitled to vote for the election of directors. The successor
or successors of any director or directors so removed may be elected by the
stockholders entitled to vote thereon at the same meeting to fill any resulting
vacancies for the unexpired term of removed directors. Except as provided by
law, pending or in the absence of such an election the successors of any
director or directors so removed may be chosen by the Board of Directors.
Section 3.13 Execution of Instruments and Documents and Signing of Checks
and Other Obligations and Transfers. Unless otherwise provided by resolution of
the Board of Directors, all instruments, documents and other papers shall be
executed in the name and on behalf of the Corporation and all checks, notes,
drafts and other obligations for the payment of money by the Corporation shall
be signed, and all transfers of securities standing in the name of the
Corporation shall be executed, by the President or a Vice President, and shall
be countersigned by the Treasurer or the Secretary.
Section 3.14 Contracts. (a) The Board of Directors may in its discretion
from time to time enter into a contract providing for the sale of the shares of
the Corporation whereby the Corporation may either agree to sell the shares to
the other party to the contract or to appoint such other party its agent for the
sale of such shares, and in either case for the sale of such shares, and in
either case on such terms and conditions as the Board of Directors may in its
discretion determine; and such contract may also provide for the repurchase of
shares of the Corporation by such other party as agent of the Corporation or
otherwise.
(b) Except as otherwise provided by law or by the Articles of
Incorporation, the Board of Directors may in its discretion from time to time
enter into an investment advisory or management contract whereby the other party
to such contract shall undertake to furnish to the Board of Directors investment
advisory services, all upon such terms and conditions as the Board of Directors
may in its discretion determine.
(c) Any contract of the character described in subsections (a) or
(b) of this Section 3.14 may be entered into with any corporation, firm, trust
or association, although one or more of the members of the Board of Directors or
officers of this Corporation may be an officer, director, trustee, shareholder
or member of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by
<PAGE>
reason of such relationship nor any loss or expense to the Corporation
under or by reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when entered into
was reasonable and fair and consistent with the provisions of this Article III.
The same person (including a firm, corporation, trust or association) may be the
other party to contracts entered into pursuant to subsections (a) and (b) of
this Section 3.14, and any individual may be financially interested or otherwise
affiliated with persons who are parties to any and all of the contracts
mentioned in this subsection (c). Nothing herein shall be deemed to protect any
director or officer or the Corporation against any liability to the Corporation
or to its stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his business.
(d) Any contract entered into pursuant to subsections (a) or (b) of
this Section 3.14 or renewal or amendment thereof shall be consistent with and
subject to the requirements of the Investment Company Act of 1940 (including any
amendment thereof or other applicable Act of Congress hereafter enacted) with
respect to its continuance in effect, its termination and the method of
authorization and approval of such contract or renewal thereof.
ARTICLE IV
COMMITTEES
Section 4.1 Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may provide for an
Executive Committee and/or other committees, each committee to consist of two
(2) or more directors. During intervals between the meetings of the Board of
Directors, the Executive Committee shall possess any and all of the powers of
the Board of Directors to the extent authorized by the resolution providing for
such Executive Committee or by subsequent resolution adopted by a majority of
the entire Board of Directors, except the power to: declare dividends or
distributions on stock; issue stock; recommend to stockholders any action
requiring stockholder approval; amend the By-Laws of the Corporation; or approve
any merger or share exchange which does not require stockholder approval. The
Executive Committee shall maintain written records of its transactions. All
action by the Executive Committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to ratification,
with or without revision or alteration, by such vote of the Board of Directors
as would have been required under Article III, Section 3.8, hereof, had such
action been taken by the Board of Directors. In the absence of any member of any
such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
place of such absent member.
Section 4.2 Meetings of Executive and Other Committees. The Executive
Committee and any other committee shall fix its own rules of procedure and shall
meet as provided by such rules or by resolution of the Board of Directors, and
it shall also meet at the call of the Presidnet or Chairman of the Board. A
<PAGE>
majority of the whole committee shall constitute a quorum. Except where
provided by resolution of the Board of Directors, the vote of a majority of such
quorum at a duly constituted meeting shall be sufficient to take action. Unless
otherwise provided by resolution of the Board of Directors, the President shall
preside at all meetings of the Executive Committee.
ARTICLE V
OFFICERS
Section 5.1 Executive Officers. The board of directors may select one of
their number as chairman of the board and may select one of their number as vice
chairman of the board (neither of which positions shall be considered to be the
designation of a position as an officer of the corporation), and shall choose as
officers a president from among the directors and a treasurer and a secretary
who need not be directors. Two or more of such offices, except those of
President and any Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity if
such instrument is required by law, by the Articles of Incorporation, by these
By-Laws, or by resolution of the Board of Directors to be executed, acknowledged
or verified by any two or more officers. The executive officers of the
Corporation shall be elected annually by the Board of Directors at its
organizational meeting following the meeting of stockholders at which the Board
of Directors was elected, and each executive officer so elected shall hold
office until his successor is elected and qualifies.
Section 5.2 Other Officers and Agents. The Board of Directors may also
choose one or more Vice Presidents, Assistant Secretaries, and Assistant
Treasurers.
Section 5.3 Term, Removal and Vacancies. Each officer of the Corporation
shall hold office until his successor is elected and qualifies. Any officer or
agent of the Corporation may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.
Section 5.4 Power and Duties. All officers and agents of the Corporation,
as between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as may be provided in or
pursuant to these By-Laws, or, to the extent not so provided, as may be
prescribed by the Board of Directors; provided, that no rights of any third
party shall be affected or impaired by any such By-Law or resolution of the
Board unless he has knowledge thereof.
Section 5.5 Chairman of the Board. The Chairman of the Board, if one shall
be elected, shall preside at all meetings of the Board of Directors, and shall
appoint all committees except such as are required by statute, these By-Laws or
a resolution of the Board of Directors or of the Executive Committee to be
otherwise appointed, and shall have such other duties as may be assigned to him
from time to time by the Board of Directors. In recognition of notable and
<PAGE>
distinguished services to the Corporation, the Board of Directors may
designate one of its members as honorary chairman, who shall have such duties as
the Board may, from time to time, assign to him by appropriate resolution,
excluding, however, any authority or duty vested by law or these By-Laws in any
other officer.
Section 5.6 President. The President shall preside at all meetings of the
shareholders and of the Executive Committee and, in the absence of the Chairman
of the Board or if a Chairman of the Board is not elected, at all meetings of
the Board of Directors. Except as otherwise provided by the Board of Directors,
he shall have direct control of and authority over the business and affairs and
over the officers of the Corporation, shall see that all orders and resolutions
of the Board of Directors are carried into effect, and, in connection therewith,
shall be authorized to delegate to one or more Vice Presidents such of his
powers and duties at such times and in such manner as he may deem advisable. The
President shall also perform all such other duties as are incident to his office
and as may be assigned to him from time to time by the Board of Directors.
Section 5.7 Vice President. The Vice President or Vice Presidents, at the
request of the President or in his absence or inability to act, shall perform
the duties and exercise the functions of the President in such manner as may be
directed by the President, the Board of Directors or the Executive Committee.
The Vice President or Vice Presidents shall have such other powers and perform
all such other duties as may be assigned to them by the Board of Directors, the
Executive Committee, or the President.
Section 5.8 The Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall keep the minutes of all meetings of the shareholders, of
the Board of Directors and of the Executive Committee at which he shall be
present. He shall keep in safe custody the seal of the Corporation and affix or
cause the same to be affixed to any instrument requiring it, and, when so
affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary. He shall make such reports and perform all such other
duties as are incident to his office and as may be assigned to him from time to
time by the Board of Directors, or by the President.
Section 5.9 Treasurer. The Treasurer shall be the chief financial officer
of the Corporation, and as such shall supervise the custody of all funds,
securities and valuable documents of the Corporation, subject to such
arrangements as may be authorized or approved by the Board of Directors with
respect to the custody of assets of the Corporation; shall receive, or cause to
be received, and give, or cause to be given, receipts for all funds, securities
or valuable documents paid or delivered to, or for the account of, the
Corporation, and cause such funds, securities or valuable documents to be
deposited for the account of the Corporation with such banks or trust companies
as shall be designated by the Board of Directors; shall pay or cause to be paid
out of the funds of the Corporation all just debts of the Corporation upon their
maturity; shall maintain, or cause to be maintained, accurate records of all
receipts, disbursements, assets, liabilities, and transactions of the
<PAGE>
Corporation; shall see that adequate audits thereof are regularly made;
shall, when required by the Board of Directors, render accurate statements of
the condition of the Corporation; and shall perform all such other duties as are
incident to his office and as may be assigned to him by the Board of Directors
or by the President.
Section 5.10 Assistant Secretaries, Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall have such duties as from time to time
may be assigned to them by the Board of Directors, or by the President.
Section 5.11 Compensation. The Board of Directors shall have the power to
fix the compensation of all officers and agents of the Corporation, but may
delegate to any officer or committee the power of determining the amount of
salary to be paid to any officer or agent of the Corporation other than the
Chairman of the Board, the President, the Vice Presidents, the Secretary and the
Treasurer.
Section 5.12 Delegation of Duties. Whenever an officer is absent or
disabled, or whenever for any reason the Board of Directors may deem it
desirable, the Board may delegate the powers and duties of an officer to any
other officer or officers or to any director or directors.
Section 5.13 Bond. The Board of Directors may require any officer, agent
or employee to give bond for the faithful discharge of his duty and for the
protection of the Corporation in such sum and with such surety or sureties as
the Board may deem advisable.
ARTICLE VI
CAPITAL STOCK
Section 6.1 Issuance of Stock. The Corporation shall not issue its shares
of capital stock except as approved by the Board of Directors.
Section 6.2 Certificates of Stock. Certificates for shares of each class of
the capital stock of the Corporation shall be in such form and of such design as
the Board of Directors shall approve, subject to the right of the Board of
Directors to change such form and design at any time or from time to time, and
shall be entered in the books of the Corporation as they are issued. Each such
certificate shall bear a distinguishing number; shall exhibit the holder's name
and certify the number of full shares owned by such holder; shall be signed by,
or bear a facsimile of, the signatures of, the President or a Vice President,
and shall also be signed by, or bear a facsimile of, the signature of one of the
following: the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation; shall be sealed with, or bear a
facsimile of, the corporate seal; and shall contain such recitals as may be
required by law. The Corporation may, at its option defer the issuance of a
certificate or certificates to evidence shares of capital stock owned of record
by any stockholder until such time as demand therefor shall be made upon the
<PAGE>
Corporation or its Transfer Agent, but upon the making of such demand each
stockholder shall be entitled to such certificate or certificates.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
shall, nevertheless, be adopted by the Corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall appear therein had not ceased to
be such officer or officers of the Corporation.
No certificates shall be issued for any share of stock until such share is
fully paid.
Section 6.3 Transfer of Stock. (a) Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed and filed with the Corporation or its Transfer Agent, if
any, upon written request in proper form if no share certificate has been
issued, or in the event such certificate has been issued, upon presentation and
surrender in proper form of said certificate.
(b) The Board of Directors of the Corporation may appoint one or
more transfer agents of any class of stock of the Corporation. Unless and until
such appointment is made, the Secretary of the Corporation shall maintain among
other records, a stock certificate book, the stubs in which shall set forth the
names and addresses of the holders of all issued shares of the Corporation, the
number of shares held by each, the certificate numbers representing such shares,
and whether or not such shares originate from original issues or from transfer.
Section 6.4 Record Date. The Board of Directors may fix in advance a date
as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other proper purpose. Such date,
in any case shall be not more than ninety (90) days, and in case of a meeting of
stockholders not less than ten (10) days prior to the date on which particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, twenty
(20) days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of a vote at a meeting of stockholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
Section 6.5 Lost, Stolen, Destroyed or Mutilated Certificates. The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon satisfactory proof of such loss,
theft or destruction; and the Board of Directors may, in its discretion, require
<PAGE>
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Corporation and to such Registrar, Transfer Agent
and/or Transfer Clerk as may be authorized or required to countersign such new
certificate or certificates, a bond in such sum and of such type as they may
direct, and with such surety or sureties, as they may direct, as indemnity
against any claim that may be against them or any of them on account of or in
connection with the alleged loss, theft or destruction of any such certificate.
Section 6.6 Registered Owners of Stock. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares of stock to receive dividends, to vote as such owner and to hold
liable for calls and assessments such person and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Maryland.
Section 6.7 Fractional Denominations. Subject to any applicable provisions
of law and the Articles of Incorporation, the Corporation may issue shares of
its capital stock in fractional denominations, provided that the transactions in
which and the terms and conditions upon which shares in fractional denominations
may be issued may from time to time be limited or determined by or under the
authority of the Board of Directors.
ARTICLE VII
SALE AND REDEMPTION OF STOCK
Section 7.1 Sale of Stock. Upon the sale of each share of its capital
stock, except as otherwise permitted by applicable laws and regulations, the
Corporation shall receive in cash or in securities valued as provided in Article
VIII of these By-Laws, not less than the current net asset value thereof,
exclusive of any distributing commission or discount, and in no event less than
the par value thereof.
Section 7.2 Redemption of Stock. Subject to and in accordance with any
applicable laws and regulations and any applicable provisions of the
Corporation's Articles of Incorporation, the Corporation shall redeem all
outstanding shares of its capital stock duly delivered or offered for redemption
by any registered stockholder in a manner prescribed by or under authority of
the Board of Directors. Any shares so delivered or offered for redemption shall
be redeemed at the current net asset value of such shares as determined in
accordance with the provisions of Article VIII of these By-Laws provided
however, that the Corporation may upon appropriate notice to stockholders impose
a redemption fee in which case shares delivered or offered for redemption shall
be redeemed at the current net asset value thereof, less the applicable
redemption fee. The Corporation may redeem, at current net asset value, shares
not offered for redemption held by any stockholder whose shares have a value of
less than $250, or such lesser amount as may be fixed by the Board of Directors;
provided that before the Corporation redeems such shares it must notify the
stockholder that the value of his shares is less than $250 and allow him 60 days
<PAGE>
to make an additional investment in an amount which will increase the value
of his account to $250 or more. The Corporation shall pay redemption prices in
cash.
ARTICLE VIII
DETERMINATION OF NET ASSET VALUE;
VALUATION OF PORTFOLIO SECURITIES
AND OTHER ASSETS
Section 8.1 Net Asset Value. The net asset value of a share of the capital
stock of the Corporation shall be separately determined for each class of common
stock in accordance with applicable laws and regulations under the supervision
of such persons and at such time or times as shall from time to time be
prescribed by the Board of Directors. Each such determination shall be made for
each class of common stock, in accordance with procedures which recognize the
rights of the holders of each class in assets belonging to such class and in
General Assets specifically allocated to that class and which recognize the
liabilities of each class and its share of General Liabilities, by subtracting
from the value of the assets of the Corporation (as determined pursuant to
Section 8.2 of these By-Laws) the amount determined by or pursuant to the
direction of the Directors, in the proportion specifically allocated to a class,
of all debts obligations and liabilities of the Corporation (excluding the
Corporation's liability upon its capital stock and surplus). The net asset value
of a class of Common Stock so obtained shall then be divided by the number of
shares of such class of common stock issued and outstanding, to obtain the net
asset value of one outstanding share of that class. The value so obtained shall
be adjusted to the nearest full cent per share.
Section 8.2 Valuation of Portfolio Securities and Other Assets. Except as
otherwise required by any applicable law or regulation of any regulatory agency
having jurisdiction over the activities of the Corporation, the Corporation
shall determine the value of its portfolio securities and other assets as
follows:
(a) securities for which market quotations are readily available
shall be valued at current market value determined in such manner as the
Board of Directors may from time to time prescribe;
(b) all other securities and assets shall be valued at amounts
deemed best to reflect their fair value as determined in good faith by or
under the supervision of such persons and at such time or times as shall
from time to time be prescribed by the Board of Directors.
All quotations, sale prices, bid and asked prices and other information
shall be obtained from such sources as the person making such determination
believes to be reliable and any determination of net asset value based thereon
shall be conclusive.
<PAGE>
ARTICLE IX
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Articles of
Incorporation, dividends and distributions upon the capital stock of the
Corporation may be declared at such intervals as the Board of Directors may
determine, in cash, in securities or other property, or in shares of stock of
the Corporation, from any sources permitted by law, all as the Board of
Directors shall from time to time determine.
Inasmuch as the computation of net income and net profits from the sale of
securities or other properties for federal income tax purposes may vary from the
computation thereof on the books of the Corporation, the Board of Directors
shall have power, in its discretion, to distribute as income dividends and as
capital gain distributions, respectively, amounts sufficient to enable the
Corporation to avoid or reduce liability for federal income tax purposes.
The Board of Directors may enter into contracts with such agents as
necessary to perform the dividend and capital gain disbursing functions as
provided for herein.
ARTICLE X
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
10.1 Definitions. The following definitions shall apply to the terms as
used in this Article:
(a) "Corporation" includes this corporation and any domestic or
foreign predecessor entity of the corporation in a merger, consolidation,
or other transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(b) "Director" means an individual who is or was a director of the
corporation and an individual who, while a director of the corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise,
or employee benefit plan. A director shall be considered to be serving an
employee benefit plan at the corporation's request if his or her duties to
the corporation also impose duties on or otherwise involve services by him
or her to the plan or to participants in or beneficiaries of the plan.
(c) "Expenses" includes attorney fees.
<PAGE>
(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
an employee benefit plan), or reasonable expense incurred with respect to
a proceeding.
(e) "Official capacity," when used with respect to a director, means
the office of director in the corporation, and, when used with respect to
an individual other than a director, means the office in the corporation
held by the officer or the employment or agency relationship undertaken by
the employee or agent on behalf of the corporation. "Official capacity"
does not include service for any other foreign or domestic corporation or
for any partnership, joint venture, trust, other enterprise, or employee
benefit plan.
(f) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
Section 10.2 Indemnification for Liability
.
(a) Except as provided in paragraph (d) of this Section (2), the
corporation shall indemnify against liability incurred in any proceeding
any individual made a party to the proceeding because he or she is or was
a director or officer if:
i) He or she conducted himself or herself in good faith;
ii) He or she reasonably believed:
a) In the case of conduct in his or her official
capacity with the corporation, that his or her conduct was in
the corporation's best interests; or
b) In all other cases, that his or her conduct was
at least not opposed to the corporation's best interests; and
iii) In the case of any criminal proceeding, he or she had
no reasonable cause to believe his or her conduct was unlawful.
(b) A director's or officer's conduct with respect to an employee
benefit plan for a purpose he or she reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is conduct
that satisfies the requirements of this Section (2). A director's or
officer's conduct with respect to an employee benefit plan for a purpose
that he or she did not reasonably believe to be in the interests of the
participants in or beneficiaries of the plan shall be deemed not to
satisfy the requirements of this Section (2).
<PAGE>
(c) The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, creates a rebuttable presumption that the individual did not
meet the standard of conduct set forth in paragraph (a) of this Section
(2).
(d) The corporation may not indemnify a director or officer under
this Section (2) either:
i) In connection with a proceeding by or in the right of the
corporation in which the director or officer was adjudged liable to
the corporation; or
ii) In connection with any proceeding charging improper
personal benefit to the director or officer, whether or not
involving action in his or her official capacity, in which he or she
was adjudged liable on the basis that personal benefit was
improperly received by him or her.
(e) Indemnification permitted under this Section (2) in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Section 10.3 Indemnification for Expenses.
a. Except as limited by these Bylaws or the Articles of
Incorporation, the corporation shall be required to indemnify a person who
is or was a director or officer of the corporation and who was wholly
successful, on the merits or otherwise, in defense of any proceeding to
which he or she was a party against reasonable expenses incurred by him or
her in connection with the proceeding.
Section 10.4 Court-Ordered Indemnification. Except as otherwise limited by
these Bylaws or the Articles of Incorporation, a director or officer who is or
was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:
i) If it determines the director or officer is entitled to
mandatory indemnification, the court shall order indemnification, in
which case the court shall also order the corporation to pay the
director's or officer's reasonable expenses incurred to obtain
court-ordered indemnification.
ii) If it determines that the director or officer is fairly
and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he or she met the standard of
conduct set forth in paragraph (a) of Section (2) of this Article or
was adjudged liable in the circumstances described in paragraph (d)
of Section (2) of this Article, the court may order such
<PAGE>
indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in paragraph
(d) of Section (2) of this Article is limited to reasonable expenses
incurred.
Section 10.5 Limitation on Indemnification.
a. The corporation may not indemnify a director or officer under
Section (2) of this Article unless authorized in the specific case after a
determination has been made that indemnification of the director or
officer is mandatory in the circumstances because he or she has met the
standard of conduct set forth in paragraph (a) of Section (2) of this
Article.
b. The determination required to be made by paragraph (a) of this
Section (5) shall be made:
i) By the board of directors by a majority vote of a quorum,
which quorum shall consist of directors not parties to the
proceeding; or
ii) If a quorum cannot be obtained, by a majority vote of a
committee of the board designated by the board, which committee
shall consist of two or more directors not parties to the
proceeding: except that directors who are parties to the proceeding
may participate in the designation of directors for the committee.
c. If the quorum cannot be obtained or the committee cannot be
established under paragraph (b) of this Section (5), or even if a quorum
is obtained or a committee designated if such quorum or committee so
directs, the determination required to be made by paragraph (a) of this
Section (5) shall be made:
i) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
subparagraph (I) or (II) of paragraph (b) of this Section (5) or, if
a quorum of the full board cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority
vote of the full board; or
ii) By the shareholders.
d. Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is mandatory; except that, if the
determination that indemnification is mandatory is made by independent
legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by the body that selected said
counsel.
<PAGE>
Section 10.6 Advance Payment of Expenses.
a. The corporation shall pay for or reimburse the reasonable
expenses incurred by a director, officer, employee or agent who is a party
to a proceeding in advance of the final disposition of the proceeding if:
i) The director, officer, employee or agent furnishes the
corporation a written affirmation of his or her good-faith belief
that he or she has met the standard of conduct described in
subparagraph (I) of paragraph (a) of Section (2) of this Article;
ii) The director, officer, employee or agent furnishes the
corporation a written undertaking, executed personally or on his or
her behalf, to repay the advance if it is determined that he or she
did not meet such standard of conduct; and
iii) A determination is made that the facts then known to
those making the determination would not preclude indemnification
under this Section (6).
b. The undertaking required by subparagraph (II) of paragraph (a) of
this Section (6) shall be an unlimited general obligation of the director,
officer, employee or agent, but need not be secured and may be accepted
without reference to financial ability to make repayment.
Section 10.7 Reimbursement of Witness Expenses. The corporation shall pay
or reimburse expenses incurred by a director or officer in connection with his
or her appearance as a witness in a proceeding at a time when he or she has not
been made a named defendant or respondent in the proceeding.
Section 10.8 Insurance for Indemnification. The corporation may purchase
and maintain insurance on behalf of an individual who is or was a director,
officer, employee, fiduciary, or agent of the corporation and who, while a
director, officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise, or
employee benefit plan against any liability asserted against or incurred by him
or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article.
Section 10.9 Notice of Indemnification. Any indemnification of or advance
of expenses to a director or officer in accordance with this Article, if arising
out of a proceeding by or on behalf of the corporation, shall be reported in
writing to the shareholders with or before the notice of the next shareholders'
meeting.
<PAGE>
Section 10.10 Indemnification of Officers, Employees and Agents of the
Corporation. The Board of Directors may indemnify and advance expenses to an
officer, employee or agent of the corporation who is not a director of the
corporation to the same or greater extent as to a director if such
indemnification and advance expense payment is provided for in these Bylaws, the
Articles of Incorporation, by resolution of the shareholders or directors or by
contract, in a manner consistent with the Maryland Corporation Code.
ARTICLE XI
BOOKS AND RECORDS
Section 11.1 Location. The books and records of the Corporation may be
kept outside the State of Maryland at such place or places as the Board of
Directors may from time to time determine, except as otherwise required by law.
Section 11.2 Stock Ledgers. The Corporation shall maintain at the office
of its Transfer Agent an original stock ledger containing the names and
addresses of all stockholders and the number of shares held by each stockholder.
Such stock ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual inspection.
Section 11.3 Annual Statement. The President or a Vice President or the
Treasurer shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the Corporation, including a statement of assets and
liabilities and a statement of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of stockholders and shall be filed
within twenty (20) days thereafter at the principal office of the Corporation in
the State of Maryland.
ARTICLE XII
CUSTODY OF CASH AND SECURITIES
All cash and securities owned by the corporation from time to time shall
be deposited with and held by a custodian which shall be a bank (as defined in
the Investment Company Act of 1940), upon such terms and conditions as the Board
of Directors may, in its discretion determine, all in conformity with the
Investment Company Act of 1940.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
stockholders, directors, or of any committee is required to be given under the
provisions of the statute or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing, signed by the
<PAGE>
person or persons entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting of directors or committee in person, shall be deemed equivalent to
the giving of such notice to such person.
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Seal. The Board of Directors shall adopt a corporate seal,
which shall be in the form of a circle, and shall have inscribed thereon the
name of the Corporation, the year of its incorporation, and the words "Corporate
Seal - Maryland." Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
Section 14.2 Fiscal Year. The fiscal year of the Corporation shall end on
such dates as the Board of Directors may by resolution specify, and the Board of
Directors may by resolution change such date for future fiscal years at any time
and from time to time.
Section 14.3 Orders for Payment of Money. All orders or instructions for
the payment of money of the Corporation, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate, or as may be specified in or pursuant to the
agreement between the Corporation and the bank or trust company appointed as
Custodian of the securities and funds of the Corporation.
Section 14.4 Voting Upon Stock in Other Corporations. Any stock in other
corporations and associations, which may from time to time be held by the
Corporation, may be voted at any meeting of the Shareholders thereof by the
President or a Vice President of the Corporation or by proxy or proxies
appointed by the President or a Vice President of the Corporation. The Board of
Directors, however, may by resolution appoint some other person or persons to
vote such stock, in which case such person or persons shall be entitled to vote
such stock upon the production of a certified copy of such resolution.
ARTICLE XV
COMPLIANCE WITH FEDERAL REGULATIONS
The Board of Directors is hereby empowered to take such action as they may
deem to be necessary, desirable or appropriate so that the Corporation is or
shall be in compliance with any federal or state statute, rule or regulation
with which compliance by the Corporation is required.
<PAGE>
ARTICLE XVI
AMENDMENTS
These By-Laws may be amended, altered, or repealed at any annual or special
meeting of the stockholders by the affirmative vote of the holders of a majority
of the shares of capital stock of the Corporation issued and outstanding and
entitled to vote, provided notice of the general purpose of the proposed
amendment, alteration or appeal is given in the notice of said meeting or, at
any meeting of the Board of Directors, provided, however, that any By-Law or
amendment or alteration of the By-Laws adopted by the Board of Directors may be
amended, altered or repealed, and any By-Law repealed by the Board of Directors
may be reinstated, by vote of the stockholders of the Corporation.
- ----------------------------
The By-Laws adopted and approved by the board of directors on January 20,
1984, have been revised to reflect amendments through July 21, 1993, as set
forth below:
Minutes dated April 29, 1986 - Article X
Minutes dated January 13, 1988 - Article II, Section 2.1
Minutes dated August 22, 1988 - Article II, Section 2.1
Minutes dated October 10, 1989 - Article V, Section 5.1
Minutes dated January 22, 1992 - Article III, Sections 3.4
and 3.11; Article V, Section 5.1
Minutes dated July 21, 1993 - Article II, Section 2.2
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in Denver,
Colorado, by and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware
corporation, and INVESCO Strategic Portfolios, Inc., a Maryland Corporation (the
"Fund").
W I T N E S S E T H :
WHEREAS, the Fund is a corporation organized under the laws of the State
of Maryland; and
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end management
investment company and currently has one class of shares which is divided into
series (the "Shares"), which may be divided into additional series, each
representing an interest in a separate portfolio of investments (the Energy
Portfolio, Environmental Services Portfolio, Financial Services Portfolio, Gold
Portfolio, Health Sciences Portfolio, Leisure Portfolio, Technology Portfolio,
and Utilities Portfolio); and
WHEREAS, the Fund desires that the Adviser manage its investment
operations and to provide certain other services, and the Adviser desires to
manage said operations and to provide such other services;
NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. Investment Management Services. The Adviser hereby agrees to manage
the investment operations of the Fund's Portfolios, subject to the
terms of this Agreement and to the supervision of the Fund's
directors (the "Directors"). The Adviser agrees to perform, or
arrange for the performance of, the following specific services for
the Fund:
(a) to manage the investment and reinvestment of all the assets,
now or hereafter acquired, of the Fund's Portfolios, and to
execute all purchases and sales of portfolio securities;
(b) to maintain a continuous investment program for the Fund's
Portfolios, consistent with (i) the Portfolios' investment
policies as set forth in the Fund's Articles of
Incorporation, Bylaws, and Registration Statement, as from
time to time amended, under the Investment Company Act of
1940, as amended (the "1940 Act"), and in any prospectus
and/or statement of additional information of the Fund, as
from time to time amended and in use under the Securities
Act of 1933, as amended, and (ii) the Fund's status as a
regulated investment company under the Internal Revenue Code
of 1986, as amended;
(c) to determine what securities are to be purchased or sold for
the Fund's Portfolios, unless otherwise directed by the
Directors of the Fund, and to execute transactions
accordingly;
<PAGE>
(d) to provide to the Fund's Portfolios the benefit of all of the
investment analyses and research, the reviews of current
economic conditions and of trends, and the consideration of
long-range investment policy now or hereafter generally
available to investment advisory customers of the Adviser;
(e) to determine what portion of the Fund's Portfolios should
be invested in the various types of securities authorized
for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting
rights, rights to consent to Fund action and any other rights
pertaining to the Portfolios' securities shall be exercised.
With respect to execution of transactions for the Fund's Portfolios,
the Adviser is authorized to employ such brokers or dealers as may,
in the Adviser's best judgment, implement the policy of the Fund to
obtain prompt and reliable execution at the most favorable price
obtainable. In assigning an execution or negotiating the commission
to be paid therefor, the Adviser is authorized to consider the full
range and quality of a broker's services which benefit the Fund,
including but not limited to research and analytical capabilities,
reliability of performance, and financial soundness and
responsibility. Research services prepared and furnished by brokers
through which the Adviser effects securities transactions on behalf
of the Fund may be used by the Adviser in servicing all of its
accounts, and not all such services may be used by the Adviser in
connection with the Fund. In the selection of a broker or dealer for
execution of any negotiated transaction, the Adviser shall have no
duty or obligation to seek advance competitive bidding for the most
favorable negotiated commission rate for such transaction, or to
select any broker solely on the basis of its purported or "posted"
commission rate for such transaction, provided, however, that the
Adviser shall consider such "posted" commission rates, if any,
together with any other information available at the time as to the
level of commissions known to be charged on comparable transactions
by other qualified brokerage firms, as well as all other relevant
factors and circumstances, including the size of any contemporaneous
market in such securities, the importance to the Fund of speed,
efficiency, and confidentiality of execution, the execution
capabilities required by the circumstances of the particular
transactions, and the apparent knowledge or familiarity with sources
from or to whom such securities may be purchased or sold. Where the
commission rate reflects services, reliability and other relevant
factors in addition to the cost of execution, the Adviser shall have
the burden of demonstrating that such expenditures were bona fide
and for the benefit of the Fund.
2. Other Services and Facilities. The Adviser shall, in addition,
supply at its own expense all supervisory and administrative
services and facilities necessary in connection with the
day-to-day operations of the Fund (except those associated with
the preparation and maintenance of certain required books and
<PAGE>
records, and recordkeeping and administrative functions relating to
employee benefit and retirement plans, which services and facilities
are provided under a separate Administrative Services Agreement
between the Fund and the Adviser). These services shall include, but
not be limited to: supplying the Fund with officers, clerical staff
and other employees, if any, who are necessary in connection with
the Fund's operations; furnishing office space, facilities,
equipment, and supplies; providing personnel and facilities required
to respond to inquiries related to shareholder accounts; conducting
periodic compliance reviews of the Fund's operations; preparation
and review of required documents, reports and filings by the
Adviser's in-house legal and accounting staff (including the
prospectus, statement of additional information, proxy statements,
shareholder reports, tax returns, reports to the SEC, and other
corporate documents of the Fund), except insofar as the assistance
of independent accountants or attorneys is necessary or desirable;
supplying basic telephone service and other utilities; and preparing
and maintaining the books and records required to be prepared and
maintained by the Fund pursuant to Rule 31a-1(b)(4), (5), (9), and
(10) under the Investment Company Act of 1940. All books and records
prepared and maintained by the Adviser for the Fund under this
Agreement shall be the property of the Fund and, upon request
therefor, the Adviser shall surrender to the Fund such of the books
and records so requested.
3. Payment of Costs and Expenses. The Adviser shall bear the costs and
expenses of all personnel, facilities, equipment and supplies
reasonably necessary to provide the services required to be provided
by the Adviser under this Agreement. The Fund shall pay all of the
costs and expenses associated with its operations and activities,
except those expressly assumed by the Adviser under this Agreement,
including but not limited to:
(a) all brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Fund in connection with securities
transactions to which the Fund is a party or in connection
with securities owned by the Fund's Portfolios;
(b) the fees, charges and expenses of any independent public
accountants, custodian, depository, dividend disbursing agent,
dividend reinvestment agent, transfer agent, registrar,
independent pricing services and legal counsel for the Fund;
(c) the interest on indebtedness, if any, incurred by the Fund;
(d) the taxes, including franchise, income, issue, transfer,
business license, and other corporate fees payable by the Fund
to federal, state, county, city, or other governmental agents;
(e) the fees and expenses involved in maintaining the
registration and qualification of the Fund and of its shares
under laws administered by the Securities and Exchange
<PAGE>
Commission or under other applicable regulatory
requirements;
(f) the compensation and expenses of its independent Directors,
and the compensation of any employees and officers of the Fund
who are not employees of the Adviser or one of its affiliated
companies and compensated as such;
(g) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices,
prospectuses, statements of additional information and other
communications to the Fund's shareholders, as well as all
expenses of shareholders' meetings and Directors' meetings;
(h) all costs, fees or other expenses arising in connection with
the organization and filing of the Fund's Articles of
Incorporation, including its initial registration and
qualification under the 1940 Act and under the Securities
Act of 1933, as amended, the initial determination of its
tax status and any rulings obtained for this purpose, the
initial registration and qualification of its securities
under the laws of any state and the approval of the Fund's
operations by any other federal or state authority;
(i) the expenses of repurchasing and redeeming shares of the
Fund's Portfolios;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing certificates
representing shares of beneficial interest of the Fund's
Portfolios;
(l) extraordinary expenses, including fees and disbursements of
Fund counsel, in connection with litigation by or against
the Fund;
(m) premiums for the fidelity bond maintained by the Fund pursuant
to Section 17(g) of the 1940 Act and rules promulgated
thereunder (except for such premiums as may be allocated to
third parties, as insured thereunder);
(n) association and institute dues;
(o) the expenses of distributing shares of the Fund but only if
and to the extent permissible under a plan of distribution
adopted by the Fund pursuant to Rule 12b-1 of the Investment
Company Act of 1940; and
(p) all fees paid by the Fund for administrative, recordkeeping,
and sub-accounting services under the Administrative Services
Agreement between the Fund and the Adviser dated April 30,
1991.
4. Use of Affiliated Companies. In connection with the rendering of
the services required to be provided by the Adviser under this
<PAGE>
Agreement, the Adviser may, to the extent it deems appropriate and
subject to compliance with the requirements of applicable laws and
regulations, and upon receipt of written approval of the Fund, make
use of its affiliated companies and their employees; provided that
the Adviser shall supervise and remain fully responsible for all
such services in accordance with and to the extent provided by this
Agreement and that all costs and expenses associated with the
providing of services by any such companies or employees and
required by this Agreement to be borne by the Adviser shall be borne
by the Adviser or its affiliated companies.
5. Compensation of The Adviser. For the services to be rendered and
the charges and expenses to be assumed by the Adviser hereunder,
the Fund shall pay to the Adviser an advisory fee which will be
computed daily and paid as of the last day of each month, using
for each daily calculation the most recently determined net asset
value of each of the Fund's Portfolios, as determined by
valuations made in accordance with the Fund's procedures for
calculating its net asset value as described in the Fund's
Prospectus and/or Statement of Additional Information. The
advisory fee to the Adviser shall be computed at the following
annual rates: 0.75% of a Portfolio's daily net assets up to $350
million; 0.65% of a Portfolio's daily net assets in excess of $350
million but not more than $700 million; and 0.55% of a Portfolio's
daily net assets in excess of $700 million. During any period when
the determination of the Fund's net asset value is suspended by
the Directors of the Fund, the net asset value of a share of the
Fund as of the last business day prior to such suspension shall,
for the purpose of this Paragraph 5, be deemed to be the net asset
value at the close of each succeeding business day until it is
again determined.
However, no such fee shall be paid to the Adviser with respect to
any assets of the Fund's Portfolios which may be invested in any
other investment company for which the Adviser serves as investment
adviser. The fee provided for hereunder shall be prorated in any
month in which this Agreement is not in effect for the entire month.
If, in any given year, the sum of a Portfolio's expenses exceeds the
state-imposed annual expense limitation to which the Fund is
subject, the Adviser will be required to reimburse that Portfolio
for such excess expenses promptly. Interest, taxes and extraordinary
items such as litigation costs are not deemed expenses for purposes
of this paragraph and shall be borne by that Portfolio in any event.
Expenditures, including costs incurred in connection with the
purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable
to investment companies, are accounted for as capital items and
shall not be deemed to be expenses for purposes of this paragraph.
6. Avoidance of Inconsistent Positions and Compliance with Laws.
In connection with purchases or sales of securities for the
investment portfolio of the Fund's Portfolios, neither the
Adviser nor its officers or employees will act as a principal or
<PAGE>
agent for any party other than the Fund's Portfolios or receive any
commissions. The Adviser will comply with all applicable laws in
acting hereunder including, without limitation, the 1940 Act; the
Investment Advisers Act of 1940, as amended; and all rules and
regulations duly promulgated under the foregoing.
7. Duration and Termination. This Agreement shall become effective as
of the date it is approved by a majority of the outstanding voting
securities of the Fund's Portfolios, and unless sooner terminated
as hereinafter provided, shall remain in force for an initial term
ending two years from the date of execution, and from year to year
thereafter, but only as long as such continuance is specifically
approved at least annually (i) by a vote of a majority of the
outstanding voting securities of the Fund's Portfolios or by the
Directors of the Fund, and (ii) by a majority of the Directors of
the Fund who are not interested persons of the Adviser or the Fund
by votes cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated
without the payment of any penalty, by the Directors of the Fund, or
by the vote of a majority of the outstanding voting securities of
the Fund's Portfolios, as the case may be, or by the Adviser. This
Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such
assignment from the provisions of Section 15(a) of the 1940 Act, in
which event this Agreement shall remain in full force and effect
subject to the terms and provisions of said order. In interpreting
the provisions of this paragraph 7, the definitions contained in
Section 2(a) of the 1940 Act and the applicable rules under the 1940
Act (particularly the definitions of "interested person",
"assignment" and "vote of a majority of the outstanding voting
securities") shall be applied.
The Adviser agrees to furnish to the Directors of the Fund such
information on an annual basis as may reasonably be necessary to
evaluate the terms of this Agreement.
Termination of this Agreement shall not affect the right of the
Adviser to receive payments on any unpaid balance of the
compensation described in paragraph 5 earned prior to such
termination.
8. Non-Exclusive Services. The Adviser shall, during the term of this
Agreement, be entitled to render investment advisory services to
others, including, without limitation, other investment companies
with similar objectives to those of the Fund's Portfolios. The
Adviser may, when it deems such to be advisable, aggregate orders
for its other customers together with any securities of the same
type to be sold or purchased for the Fund's Portfolios in order
to obtain best execution and lower brokerage commissions. In such
event, the Adviser shall allocate the shares so purchased or sold,
as well as the expenses incurred in the transaction, in the manner
it considers to be most equitable and consistent with its
<PAGE>
fiduciary obligations to the Fund's Portfolios and the Adviser's
other customers.
9. Miscellaneous Provisions.
Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
Amendments Hereof. No provision of this Agreement may be orally
changed or discharged, but may only be modified by an instrument in
writing signed by the Fund and the Adviser. In addition, no
amendment to this Agreement shall be effective unless approved by
(1) the vote of a majority of the Directors of the Fund, including a
majority of the Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting
called for the purpose of voting on such amendment, and (2) the vote
of a majority of the outstanding voting securities of any of the
Fund's Portfolios as to which such amendment is applicable (other
than an amendment which can be effective without shareholder
approval under applicable law).
Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement shall be held illegal
or made invalid by a court decision, statute, rule or otherwise,
such illegality or invalidity shall not affect the validity or
enforceability of the remainder of this Agreement.
Headings. The headings in this Agreement are inserted for
convenience and identification only and are in no way intended to
describe, interpret, define or limit the size, extent or intent of
this Agreement or any provision hereof.
Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado. To the extent that the applicable
laws of the State of Colorado, or any of the provisions herein,
conflict with applicable provisions of the 1940 Act, the latter
shall control.
<PAGE>
IN WITNESS WHEREOF, the Adviser and the Fund each has caused this
Agreement to be duly executed on its behalf by an officer thereunto duly
authorized, on the date first above written.
INVESCO STRATEGIC PORTFOLIOS, INC.
ATTEST:
By:_________________________________
Dan J. Hesser
_________________________________ President
Glen A. Payne
Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By:________________________________
Dan J. Hesser
_________________________________ President
Glen A. Payne
Secretary
SUB-ADVISORY AGREEMENT
AGREEMENT made this 28th day of February, 1997, by and between INVESCO
Funds Group, Inc. ("INVESCO"), a Delaware corporation, and INVESCO Trust
Company, a Colorado corporation ("the Sub-Adviser").
W I T N E S S E T H:
WHEREAS, INVESCO STRATEGIC PORTFOLIOS, INC. (the "Fund") is engaged in
business as a diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended (hereinafter referred to as
the "Investment Company Act") and currently has one class of shares which is
divided into various series (the "Shares"), which may be divided into additional
series, each representing an interest in a separate portfolio of investments
(such series shall include the Energy Portfolio, Environmental Services
Portfolio, Financial Services Portfolio, Gold Portfolio, Health Sciences
Portfolio, Leisure Portfolio, Technology Portfolio, and Utilities Portfolio)
(hereafter referred to as the "Portfolios"); and
WHEREAS, INVESCO and the Sub-Adviser are engaged principally in rendering
investment advisory services and are registered as investment advisers under the
Investment Advisers Act of 1940; and
WHEREAS, INVESCO has entered into an Investment Advisory Agreement with
the Fund (the "INVESCO Investment Advisory Agreement"), pursuant to which
INVESCO is required to provide investment and advisory services to the Fund's
Portfolios, and, upon receipt of written approval of the Fund, is authorized to
retain companies which are affiliated with INVESCO to provide such services; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to the Fund's Portfolios on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, INVESCO and the Sub-Adviser hereby agree as follows:
ARTICLE I
DUTIES OF THE SUB-ADVISER
INVESCO hereby employs the Sub-Adviser to act as investment adviser to the
Fund and to furnish the investment advisory services described below, subject to
the broad supervision of INVESCO and Board of Directors of the Fund, for the
period and on the terms and conditions set forth in this Agreement. The
Sub-Adviser hereby accepts such assignment and agrees during such period, at its
own expense, to render such services and to assume the obligations herein set
forth for the compensation provided for herein. The Sub-Adviser shall for all
purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized herein, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
<PAGE>
The Sub-Adviser hereby agrees to manage the investment operations of the
Fund's Portfolios, subject to the supervision of the Fund's directors (the
"Directors") and INVESCO. Specifically, the Sub-Adviser agrees to perform the
following services:
(a) to manage the investment and reinvestment of all the assets, now
or hereafter acquired, of the Fund's Portfolios, and to execute
all purchases and sales of portfolios securities;
(b) to maintain a continuous investment program for the Fund's
Portfolios, consistent with (i) the Portfolios' investment
policies as set forth in the Fund's Articles of Incorporation,
Bylaws, and Registration Statement, as from time to time amended,
under the Investment Company Act of 1940, as amended (the "1940
Act"), and in any prospectus and/or statement of additional
information of the Fund, as from time to time amended and in use
under the Securities Act of 1933, as amended, and (ii) the Fund's
status as a regulated investment company under the Internal
Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Fund's Portfolios, unless otherwise directed by the Directors of the
Fund or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund's Portfolios the benefit of all of the
investment analysis and research, the reviews of current economic
conditions and of trends, and the consideration of long-range
investment policy now or hereafter generally available to investment
advisory customers of the Sub-Adviser;
(e) to determine what portion of the Fund's Portfolios should be
invested in the various types of securities authorized for
purchase by the Portfolios; and
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Fund action and any other rights pertaining to
the Portfolios' securities shall be exercised.
With respect to execution of transactions for the Fund's Portfolios, the
Sub-Adviser is authorized to employ such brokers or dealers as may, in the
Sub-Adviser's best judgment, implement the policy of the Fund to obtain prompt
and reliable execution at the most favorable price obtainable. In assigning an
execution or negotiating the commission to be paid therefor, the Sub-Adviser is
authorized to consider the full range and quality of a broker's services which
benefit the Fund, including but not limited to research and analytical
capabilities, reliability of performance, and financial soundness and
responsibility. Research services prepared and furnished by brokers through
which the Sub-Adviser effects securities transactions on behalf of the Fund may
be used by the Sub-Adviser in servicing all of its accounts, and not all such
services may be used by the Sub-Adviser in connection with the Fund. In the
selection of a broker or dealer for execution of any negotiated transaction, the
Sub-Adviser shall have no duty or obligation to seek advance competitive bidding
<PAGE>
for the most favorable negotiated commission rate for such transaction, or
to select any broker solely on the basis of its purported or "posted" commission
rate for such transaction, provided, however, that the Sub-Adviser shall
consider such "posted" commission rates, if any, together with any other
information available at the time as to the level of commissions known to be
charged on comparable transactions by other qualified brokerage firms, as well
as all other relevant factors and circumstances, including the size of any
contemporaneous market in such securities, the importance to the Fund of speed,
efficiency, and confidentiality of execution, the execution capabilities
required by the circumstances of the particular transactions, and the apparent
knowledge or familiarity with sources from or to whom such securities may be
purchased or sold. Where the commission rate reflects services, reliability and
other relevant factors in addition to the cost of execution, the Sub-Adviser
shall have the burden of demonstrating that such expenditures were bona fide and
for the benefit of the Fund.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Sub-Adviser assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement, and shall,
at its own expense, provide the office space, equipment and facilities necessary
to perform its obligations under this Agreement. Except to the extent expressly
assumed by the Sub-Adviser herein and except to the extent required by law to be
paid by the Sub-Adviser, INVESCO and/or the Fund shall pay all costs and
expenses in connection with the operations of the Fund's Portfolios.
ARTICLE III
COMPENSATION OF THE SUB-ADVISER
For the services rendered, the facilities furnished and expenses assumed
by the Sub-Adviser, INVESCO shall pay to the Sub-Adviser a fee, computed daily
and paid as of the last day of each month, using for each daily calculation the
most recently determined net asset value of the Fund's Portfolios, as determined
by a valuation made in accordance with the Fund's procedures for calculating its
net asset value as described in the Fund's Prospectus and/or Statement of
Additional Information. The advisory fee to the Sub-Adviser shall be computed at
the following annual rates: 0.25% of each Portfolio's daily net assets up to
$200 million, and 0.20% of each Portfolio's daily net assets in excess of $200
million. During any period when the determination of the Portfolios' net asset
value is suspended by the Directors of the Fund, the net asset value of a share
of the Fund's Portfolios as of the last business day prior to such suspension
shall, for the purpose of this Article III, be deemed to be the net asset value
at the close of each succeeding business day until it is again determined.
However, no such fee shall be paid to the Sub-Adviser with respect to any assets
of the Fund which may be invested in any other investment company for which the
Sub-Adviser serves as investment adviser or sub- adviser. The fee provided for
hereunder shall be prorated in any month in which this Agreement is not in
effect for the entire month. The Sub-Adviser shall be entitled to receive fees
<PAGE>
hereunder only for such periods as the INVESCO Investment Advisory
Agreement remains in effect.
ARTICLE IV
ACTIVITIES OF THE SUB-ADVISER
The services of the Sub-Adviser to the Fund are not to be deemed to be
exclusive, the Sub-Adviser and any person controlled by or under common control
with the Sub-Adviser (for purposes of this Article IV referred to as
"affiliates") being free to render services to others. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Sub-Adviser and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may
become interested in the Fund as directors, officers and employees.
ARTICLE V
AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH APPLICABLE LAWS
In connection with purchases or sales of securities for the investment
portfolio of the Fund's Portfolios, neither the Sub-Adviser nor any of its
directors, officers or employees will act as a principal or agent for any party
other than the Fund's Portfolios or receive any commissions. The Sub-Adviser
will comply with all applicable laws in acting hereunder including, without
limitation, the 1940 Act; the Investment Advisers Act of 1940, as amended; and
all rules and regulations duly promulgated under the foregoing.
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date it is approved by a
majority of the outstanding voting securities of the Fund's Portfolios, and
shall remain in force for an initial term of two years from the date of
execution, and from year to year thereafter until its termination in accordance
with this Article VI, but only so long as such continuance is specifically
approved at least annually by (i) the Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund's Portfolios, and (ii)
a majority of those Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by INVESCO, the Fund by vote of the Directors of the Fund, or by vote
of a majority of the outstanding voting securities of the Fund's Portfolios, or
by the Sub-Adviser. A termination by INVESCO or the Sub-Adviser shall require
sixty days' written notice to the other party and to the Fund, and a termination
by the Fund shall require such notice to each of the parties. This Agreement
shall automatically terminate in the event of its assignment to the extent
required by the Investment Company Act of 1940 and the Rules thereunder.
<PAGE>
The Sub-Adviser agrees to furnish to the Directors of the Fund such
information on an annual basis as may reasonably be necessary to evaluate the
terms of this Agreement.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Article III hereof earned prior to such termination.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
No provision of this Agreement may be orally changed or discharged, but may
only be modified by an instrument in writing signed by the Sub-Adviser and
INVESCO. In addition, no amendment to this Agreement shall be effective unless
approved by (1) the vote of a majority of the Directors of the Fund, including a
majority of the Directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such amendment and (2) the vote of a majority of the outstanding
voting securities of any of the Fund's Portfolios as to which such amendment is
applicable (other than an amendment which can be effective without shareholder
approval under applicable law).
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
In interpreting the provisions of this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignments," "affiliated
person" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Colorado and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE X
MISCELLANEOUS
Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
<PAGE>
Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement shall be held illegal or made
invalid by a court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the remainder of
this Agreement.
Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO TRUST COMPANY
ATTEST:
By:_________________________________
R. Dalton Sim
__________________________________ President
Glen A. Payne
Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By:_________________________________
Dan J. Hesser
__________________________________ President
Glen A. Payne
Secretary
GENERAL DISTRIBUTION CONTRACT
THIS CONTRACT is made and entered into this ___ day of ________, 1997, by
and between INVESCO Strategic Portfolios, Inc., a Maryland Corporation,
hereinafter called the Company) and INVESCO Funds Group, INC., a Delaware
corporation (hereinafter called "IFG"):
WITNESSETH:
1. Distribution of Fund Shares
Company hereby grants IFG the exclusive right to distribute and
promote the sale of the capital stock of the Company (shares) in all
jurisdictions and localities where the offering thereof is legally qualified,
and IFG hereby agrees to act as such exclusive selling agent, subiect to
the terms and conditions herein contained.
2. Terms and Conditions of Sales
A. Shares shall be offered at the net asset value thereof, as defined in
the bylaws of the Company, and no sales charge or commission shall be imposed on
the sale of shares to any person.
B. No shares shall be offered for sale until and unless there shall have
been delivered to the purchaser a currently effective prospectus covering the
same filed under the Securities Act of 1933 and qualified for use in each state,
territorial, or foreign jurisdiction in which the offering is made.
3. Duties of Distributor and Assumption of Expenses by Distributor
A. IFG shall use its best efforts to promote maximum distribution of shares
by direct selling methods, which may include use of the mails, telephone, and
such other means, including personal solicitation, as IFG in its sole discretion
may deem advisable. IFG shall train and supervise all personnel engaged in this
direct selling effort, provided, however, that nothing herein shall be construed
to impose upon IFG any duty to maintain sales representatives in the field, or
to engage any subdistributor or agent, or to employ any person or incur any
expense not reasonably required by or attributable to direct selling activities
administered by IFG.
B. IFG shall prepare and provide necessary copies of all sales literature,
including prospectuses covering said securities, subject to the Company's
approval thereof, and shall bear all costs incident to the distribution and sale
of shares by the direct selling methods herein provided.
C. Company agrees to make available to IFG such information, books and
records relating to the business of the Company as IFG may from time to time
reasonably request in connection with the services rendered by IFG hereunder.
<PAGE>
4. Duration and Termination of Contract
A. This contract, having been approved by vote of a majority of the
directors of the Company (including a majority of the directors of the Company
who are not interested persons of any party to the agreement within the purview
of Section 15(c) of the Investment Company Act of 1940, as amended), shall
continue in effect unless sooner terminated as hereinafter provided for an
initial term of two years and from year to year thereafter as long as such
continuance is specifically approved at least annually by the board of directors
of the Company or by vote of a majority of the outstanding voting securities of
the Company, and, in addition, the terms of the contract and any renewal thereof
shall have been approved by a vote of a majority of the directors who are not
parties to the contract or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
B. If this contract is assigned (as defined in Section 2(a)(4) of the
Investment Company Act of 1940), it shall automatically terminate forthwith.
C. Either IFG or the Company shall have the right to terminate this
contract without the payment of any penalty, upon sixty (60) days notice to the
other.
5. Miscellaneous
A. Nothing herein shall be construed to prohibit IFG from engaging in other
related or unrelated businesses.
B. Nothing herein shall be construed to impose upon IFG any duty or
expense in connection with the services of any registrar, transfer agent or
custodian appointed by the Company, the computation of the asset value or
offering price of shares, the preparation and distribution of notices of
meetings, proxy soliciting material, annual and periodic reports, dividends and
dividend notices, or any other corporate responsibility of the Company.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing contract
on the date first above written.
INVESCO STRATEGIC PORTFOLIOS, INC.
By: ________________________________
ATTEST: Dan J. Hesser, President
________________________
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: _________________________________
Ronald L. Grooms
Senior Vice President
ATTEST:
________________________
Glen A. Payne, Secretary
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors and trustees of
the Funds who are not interested directors or trustees thereof as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent
Directors").
The Plan has been adopted as an alternative to providing an increase in
the present compensation payable to each Fund's Independent Directors for
serving in such capacity. The increase in present compensation was considered by
all directors of each Fund and was determined to be reasonable in relation to
the services which are currently being performed by the Independent Directors
and the responsibilities and obligations which are imposed upon the directors in
the performance of such services.
1. Eligibility
Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, or as an Independent Director of the now-defunct investment management
company known as FG Series for an aggregate of at least five years at the time
of his Service Termination Date (as defined in paragraph 2) will be entitled to
receive benefits under the Plan. An Independent Director's period of Eligible
Service commences on the date of election to the board of directors or trustees
of any one or more of the Funds ("Board"). Hereafter, references in this Plan to
Independent Directors shall be deemed to include only those Directors who have
met the Eligible Service requirement for Plan participation.
2. Service Termination and Service Termination Date
Service Termination includes termination of service (other than by
disability or death) of an Independent Director which results from the
Director's having reached his Service Termination Date, which is the date not
later than the last day of the calendar quarter in which such Director's
seventy-second birthday occurs.
3. Defined Benefit
Commencing as of his Service Termination Date, each Independent Director
will receive, for the remainder of his life, a benefit (the "Benefit"), payable
quarterly, at an annual rate equal to 25 percent of the annual basic retainer
payable by each Fund to the Independent Director on his Service Termination Date
(excluding any fees relating to attending meetings or chairing committees). If
<PAGE>
an Independent Director should die after his Service Termination Date and
before forty quarterly payments are made, payments will continue to be made to
the Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the Independent Director and the Director's
beneficiary.
If an Independent Director's service as a Director is terminated because
of his death prior to the occurrence of his Service Termination Date, the
designated beneficiary of the Independent Director shall receive the Benefit for
a period of ten years, with quarterly payments to be made to the designated
beneficiary.
If an Independent Director's service as a Director is terminated because
of his disability prior to the occurrence of his Service Termination Date, the
Independent Director will receive the Benefit for the remainder of his life,
with quarterly payments to be made to the disabled Independent Director. If the
disabled Independent Director should die before forty quarterly payments are
made, payments will continue to be made to the Independent Director's designated
beneficiary until the aggregate of forty quarterly payments has been made to the
disabled Independent Director and the Director's beneficiary.
If the Independent Director and his designated beneficiary should die
before a total of forty quarterly payments are made, the remaining value of the
Independent Director's benefit shall be determined as of the date of the death
of the Independent Director's designated beneficiary and shall be paid to the
estate of the designated beneficiary in one lump sum or in periodic payments,
with the determinations with respect to the value of the benefit and the method
and frequency of payment to be made by the Committee (as defined in paragraph
8.a.) in its sole discretion.
4. Designated Beneficiary
The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee before the Independent Director's death. If no such beneficiary shall
have been designated, or if no designated beneficiary shall survive the
Independent Director, the value or remaining value of the Independent Director's
benefit shall be determined as of the date of the death of the Independent
Director and shall be paid as promptly a possible in one lump sum to the estate
of the designated beneficiary.
<PAGE>
5. Disability
An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his responsibilities as such.
6. Time of Payment
The Benefit for each year will be paid in quarterly installments that are
as nearly equal as possible.
7. Payment of Benefit; Allocation of Costs
Each Fund is responsible for the payment of the amount of the Benefit
applicable to the Fund, as well as its proportionate share of all expenses of
administration of the Plan, including without limitation all accounting and
legal fees and expenses and fees and expenses of any Actuary. The obligations of
each Fund to pay such Benefits and expenses will not be secured or funded in any
manner, and such obligations will not have any preference over the lawful claims
of each Fund's creditors and shareholders. To the extent that the Benefit is
paid by more than one Fund, such costs and expenses will be allocated among such
Funds in a manner that is determined by the Committee to be fair and equitable
under the circumstances. To the extent that one or more of such Funds consist of
one or more separate portfolios, such costs and expenses allocated to any such
Fund will thereafter be allocated among such portfolios by the Board of the Fund
in a manner that is determined by such Board to be fair and equitable under the
circumstances.
8. Administration
a. The Committee. Any questions involving entitlement to payments
under or the administration of the Plan will be referred to a committee (the
"Committee") of three Independent Directors designated by all of the Independent
Directors of the Funds. Except as otherwise provided herein, the Committee will
make all interpretations and determinations necessary or desirable for the
Plan's administration, and such interpretations and determinations will be final
and conclusive. Committee members will be elected annually by the Independent
Directors.
b. Powers of the Committee. The Committee will represent and act on
behalf of the Funds in respect of the Plan and, subject to the other provisions
of the Plan, the Committee may adopt, amend or repeal bylaws or other
regulations relating to the administration of the Plan, the conduct of the
Committee's affairs, its rights or powers, or the rights or powers of its
<PAGE>
members. The Committee will report to the Independent Directors and to the
Boards of the Funds from time to time on its activities in respect of the Plan.
The Committee or persons designated by it will cause such records to be kept as
may be necessary for the administration of the Plan.
9. Miscellaneous Provisions
a. Rights Not Assignable. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.
b. Amendment, etc. The Committee, with the concurrence of the Board
of any Fund, may as to the specific Fund at any time amend or terminate the Plan
or waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver.
c. No Right to Reelection. Nothing in the Plan will
create any obligation on the part of the Board of any Fund to
nominate any Independent Director for reelection.
d. Consulting. Subsequent to his Service Termination Date, an
Independent Director may render such services for any Fund, for such
compensation, as may be agreed upon from time to time by such Independent
Director and the Board of the Fund which desires to procure such services.
e. Effectiveness. The Plan will be effective for all Independent
Directors who have Service Termination Dates occurring on and after October 20,
1993. Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will
become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.
Adopted October 20, 1993.
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and INVESCO Strategic Portfolios, Inc. (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated January 10, 1984 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the terms and
conditions under which the Custodian maintains the Fund's securities and other
non-cash property in the custody of certain foreign sub-custodians in conformity
with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and provisions;
1. Notwithstanding any provisions to the contrary set forth in the
Custodian Contract, the Custodian may hold securities and other non-cash
property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to securities and other non-cash property
of the Fund which are maintained in such account shall identify by bookentry
those securities and other non-cash property belonging to the Fund and (ii) the
Custodian shall require that securities and other non-cash property so held by
the foreign sub-custodian be held separately from any assets of the foreign
sub-custodian or of others.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative this 25th day of October, 1995.
INVESCO STRATEGIC PORTFOLIOS, INC.
By: /s/ Glen A. Payne
------------------------------
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Charles R. Whittemore, Jr.
------------------------------
Title: Vice President
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this _____ day of ____________, 1997, between INVESCO
Strategic Portfolios, Inc., a Maryland corporation, having its principal office
and place of business at 7800 East Union Avenue, Denver, Colorado, 80237
(hereinafter referred to as the "Fund") and INVESCO Funds Group, Inc., a
Delaware corporation, having its principal place of business at 7800 E. Union
Avenue, Denver, CO 80237 (hereinafter referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Authorized Person" shall be deemed to include the President,
any Vice President, the Secretary, Treasurer, or any other
person, whether or not any such person is an officer or
employee of the Fund, duly authorized to give Oral
Instructions and Written Instructions on behalf of the Fund as
indicated in a certification as may be received by the
Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Fund by any two officers thereof;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Custodian" refers to the custodian of all of the securities
and other moneys owned by the Fund;
(e) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the currently effective prospectus
relating to the Fund's Shares registered under the Securities
Act of 1933;
(g) "Shares" refers to the shares of common stock, $.01 par value,
of the Fund;
(h) "Shareholder" means a record owner of Shares;
(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.
<PAGE>
2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Fund that it has an effective
registration statement on SEC Form TA-1 and, accordingly, has duly
registered as a transfer agent as provided in Section 17A(c) of the
Securities Exchange Act of 1934.
3. Appointment of the Transfer Agent. The Fund hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the
Shares of the Fund authorized as of the date hereof, and the
Transfer Agent accepts such appointment and agrees to perform the
duties herein set forth. If the board of directors of the Fund
hereafter reclassifies the Shares, by the creation of one or more
additional series or otherwise, the Transfer Agent agrees that it
will act as transfer agent for the Shares so reclassified on the
terms set forth herein.
4. Compensation.
(a) The Fund will initially compensate the Transfer Agent for its
services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein.
(b) The parties hereto will agree upon the compensation for acting
as transfer agent for any series of Shares hereafter
designated and established at the time that the Transfer Agent
commences serving as such for said series, and such agreement
shall be reflected in a Fee Schedule for that series, dated
and signed by an authorized officer of each party hereto, to
be attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party
hereto, and a certified copy of the resolution of the board of
directors of the Fund authorizing such revised Fee Schedule.
(d) The Transfer Agent will bill the Fund as soon as practicable
after the end of each calendar month, and said billings will
be detailed in accordance with the Fee Schedule for the Fund.
The Fund will promptly pay to the Transfer Agent the amount of
such billing.
5. Documents. In connection with the appointment of the Transfer
Agent, the Fund shall, on or before the date this Agreement goes
into effect, file with the Transfer Agent the following documents:
(a) A certified copy of the Articles of Incorporation of the Fund,
including all amendments thereto, as then in effect;
(b) A certified copy of the Bylaws of the Fund, as then in effect;
(c) Certified copies of the resolutions of the board of directors
authorizing this Agreement and designating Authorized Persons
to give instructions to the Transfer Agent;
(d) A specimen of the certificate for Shares of the Fund in the
form approved by the board of directors, with a certificate of
the Secretary of the Fund as to such approval;
<PAGE>
(e) All account application forms and other documents relating to
Shareholder accounts;
(f) A certified list of Shareholders of the Fund with the name,
address and tax identification number of each Shareholder, and
the number of Shares held by each, certificate numbers and
denominations (if any certificates have been issued), lists of
any accounts against which stops have been placed, together
with the reasons for said stops, and the number of Shares
redeemed by the Fund;
(g) Copies of all agreements then in effect between the Fund and
any agent with respect to the issuance, sale, or cancellation
of Shares; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares.
6. Further Documentation. The Fund will also furnish from time to time
the following documents:
(a) Each resolution of the board of directors authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the Commission, and
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Fund;
(c) A certified copy of each amendment to the Articles of
Incorporation and the Bylaws of the Fund;
(d) Certified copies of each resolution of the board of directors
designating Authorized Persons to give instructions to the
Transfer Agent;
(e) Certificates as to any change in any officer, director, or
Authorized Person of the Fund;
(f) Specimens of all new certificates for Shares accompanied by
the Fund's resolutions of the board of directors approving
such forms; and
(g) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.
7. Certificates for Shares and Records Pertaining Thereto.
(a) At the expense of the Fund, the Transfer Agent shall maintain
an adequate supply of blank share certificates to meet the
Transfer Agent's requirements therefor. Such share
certificates shall be properly signed by facsimile. The Fund
agrees that, notwithstanding the death, resignation, or
removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent may continue to
countersign certificates which bear such signatures until
otherwise directed by the Fund.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Fund in accordance with the instructions of the Fund and
<PAGE>
to confirm such issuance to the Shareholder and the Fund or
its designee.
(c) The Fund hereby authorizes the Transfer Agent to issue
replacement share certificates in lieu of certificates which
have been lost, stolen or destroyed, without any further
action by the board of directors or any officer of the Fund,
upon receipt by the Transfer Agent of properly executed
affidavits or lost certificate bonds, in form satisfactory to
the Transfer Agent, with the Fund and the Transfer Agent as
obligees under any such bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the holder of record. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.
(e) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.
8. Sale of Fund Shares.
(a) Whenever the Fund or its authorized agent shall sell or cause
to be sold any Shares, the Fund or its authorized agent shall
provide or cause to be provided to the Transfer Agent
information including: (i) the number of Shares sold, trade
date, and price; (ii) the amount of money to be delivered to
the Custodian for the sale of such Shares; (iii) in the case
of a new account, a new account application or sufficient
information to establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares of
the Fund and drawn or endorsed to the Transfer Agent as agent
for, or identified as being for the account of, the Fund,
promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the Fund, or its
designee, and the Custodian of all purchases and related
account adjustments.
(c) Upon receipt of the notification required under paragraph (a)
hereof and the notification from the Custodian that such money
has been received by it, the Transfer Agent shall issue to the
purchaser or his authorized agent such Shares as he is
entitled to receive, based on the appropriate net asset value
of the Fund's Shares, determined in accordance with applicable
federal law or regulation, as described in the Prospectus for
the Fund. In issuing Shares to a purchaser or his authorized
agent, the Transfer Agent shall be entitled to rely upon the
latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent
concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any Shares
of the Fund where it has received Written Instructions from
the Fund or written notification from any appropriate federal
or state authority that the sale of the Shares of the Fund has
<PAGE>
been suspended or discontinued, and the Transfer Agent shall
be entitled to rely upon such Written Instructions or written
notification.
(e) Upon the issuance of any Shares of the Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by the Fund in connection
with such issuance.
9. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer
Agent will: (i) give prompt notice of such return to the Fund or
its designee; (ii) place a stop transfer order against all Shares
issued or held on deposit as a result of such check or order; (iii)
in the case of any Shareholder who has obtained redemption checks,
place a stop payment order on the checking account on which such
checks are issued; and (iv) take such other steps as the Transfer
Agent may, in its discretion, deem appropriate or as the Fund or its
designee may instruct.
10. Redemptions.
(a) Redemptions By Mail or In Person. Shares of the Fund will be
redeemed upon receipt by the Transfer Agent of: (i) a written
request for redemption, signed by each registered owner
exactly as the Shares are registered; (ii) certificates
properly endorsed for any Shares for which certificates have
been issued; (iii) signature guarantees to the extent required
by the Transfer Agent as described in the Prospectus for the
Fund; and (iv) any additional documents required by the
Transfer Agent for redemption by corporations, executors,
administrators, trustees and guardians.
(b) Wire Orders or Telephone Redemptions. The Transfer Agent
will, consistent with procedures which may be established by
the Fund from time to time for redemption by wire or
telephone, upon receipt of such a wire order or telephone
redemption request, redeem Shares and transmit the proceeds of
such redemption to the redeeming Shareholder as directed. All
wire or telephone redemptions will be subject to such
additional requirements as may be described in the Prospectus
for the Fund. Both the Fund and the Transfer Agent reserve
the right to modify or terminate the procedures for wire order
or telephone redemptions at any time.
(c) Processing Redemptions. Upon receipt of all necessary
information and documentation relating to a redemption, the
Transfer Agent will issue to the Custodian an advice setting
forth the number of Shares of the Fund received by the
Transfer Agent for redemption and that such shares are valid
and in good form for redemption. The Transfer Agent shall,
upon receipt of the moneys paid to it by the Custodian for the
redemption of Shares, pay such moneys to the Shareholder, his
authorized agent or legal representative.
11. Transfers and Exchanges. The Transfer Agent is authorized to review
and process transfers of Shares of the Fund and to the extent, if
any, permitted in the Prospectus for the Fund, exchanges between the
Fund and other mutual funds advised by INVESCO Funds Group, Inc., on
the records of the Fund maintained by the Transfer Agent. If Shares
to be transferred are represented by outstanding certificates, the
<PAGE>
Transfer Agent will, upon surrender to it of the certificates in
proper form for transfer, and upon cancellation thereof, countersign
and issue new certificates for a like number of Shares and deliver
the same. If the Shares to be transferred are not represented by
outstanding certificates, the Transfer Agent will, upon an order
therefor by or on behalf of the registered holder thereof in proper
form, credit the same to the transferee on its books. If Shares are
to be exchanged for Shares of another mutual fund, the Transfer
Agent will process such exchange in the same manner as a redemption
and sale of Shares, except that it may in its discretion waive
requirements for information and documentation.
12. Right to Seek Assurances. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers
or redemptions which the Transfer Agent, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no
basis for any claims adverse to such transfer or redemption. The
Transfer Agent may, in effecting transfers, rely upon the provisions
of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended
from time to time, which in the opinion of legal counsel for the
Fund or of its own legal counsel protect it in not requiring certain
documents in connection with the transfer or redemption of Shares of
the Fund, and the Fund shall indemnify the Transfer Agent for any
act done or omitted by it in reliance upon such laws or opinions of
counsel to the Fund or of its own counsel.
13. Distributions.
(a) The Fund will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Fund shall
furnish to the Transfer Agent a resolution of the board of
directors of the Fund certified by the Secretary authorizing
the declaration of dividends and authorizing the Transfer
Agent to rely on Oral Instructions or a Certificate specifying
the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the
amount payable per share to Shareholders of record as of that
date, and the total amount payable to the Transfer Agent on
the payment date.
(b) The Transfer Agent will, on or before the payable date of any
dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay said dividend or
distribution, and the Fund agrees that, on or before the
mailing date of such dividend or distribution, it shall
instruct the Custodian to place in a dividend disbursing
account funds equal to the cash amount to be paid out. The
Transfer Agent, in accordance with Shareholder instructions,
will calculate, prepare and mail checks to, or (where
appropriate) credit such dividend or distribution to the
account of, Fund Shareholders, and maintain and safeguard all
underlying records.
(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.
<PAGE>
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested in
Shares of the Fund.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the board
of directors of the Fund.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is
provided to the Transfer Agent.
14. Other Duties. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and
functions as are set forth in the Fee Schedules(s) hereto from time
to time.
15. Taxes. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by the Fund and
shall withhold such sums as are required to be withheld by
applicable law.
16. Books and Records.
(a) The Transfer Agent shall maintain records showing for each
investor's account the following: (i) names, addresses, tax
identifying numbers and assigned account numbers; (ii) numbers
of Shares held; (iii) historical information regarding the
account of each Shareholder, including dividends paid and date
and price of all transactions on a Shareholder's account; (iv)
any stop or restraining order placed against a Shareholder's
account; (v) information with respect to withholdings in the
case of a foreign account; (vi) any capital gain or dividend
reinvestment order, plan application, dividend address and
correspondence relating to the current maintenance of a
Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates; and
(viii) any information required in order for the Transfer
Agent to perform the calculations contemplated or required by
this Agreement.
(b) Any records required to be maintained by Rule 31a-1 under the
1940 Act will be preserved for the periods prescribed in Rule
31a-2 under the 1940 Act. Such records may be inspected by
the Fund at reasonable times. The Transfer Agent may, at its
option at any time, and shall forthwith upon the Fund's
demand, turn over to the Fund and cease to retain in the
Transfer Agent's files, records and documents created and
maintained by the Transfer Agent in performance of its
services or for its protection. At the end of the six-year
retention period, such records and documents will either be
turned over to the Fund, or destroyed in accordance with the
Fund's authorization.
<PAGE>
17. Shareholder Relations.
(a) The Transfer Agent will investigate all Shareholder inquiries
related to Shareholder accounts and respond promptly to
correspondence from Shareholders.
(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
Fund Shares to be voted at meetings.
18. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent shall be protected in acting upon any paper
or document believed by it to be genuine and to have been
signed by an Authorized Person and shall not be held to have
any notice of any change of authority of any person until
receipt of written certification thereof from the Fund. It
shall also be protected in processing Share certificates which
it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Fund for Written Instructions, and, at the
expense of the Fund, may seek advice from legal counsel for
the Fund, with respect to any matter arising in connection
with this Agreement, and it shall not be liable for any action
taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or with the opinion
of such counsel. In addition, the Transfer Agent, its
officers, agents or employees, shall accept instructions or
requests given to them by any person representing or acting on
behalf of the Fund only if said representative is known by the
Transfer Agent, its officers, agents or employees, to be an
Authorized Person. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it upon the
request or direction of Authorized Persons of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i)
the legality of the issue or sale of any Shares of the Fund,
or the sufficiency of the amount to be received therefor; (ii)
the legality of the redemption of any Shares of the Fund, or
the propriety of the amount to be paid therefor; (iii) the
<PAGE>
legality of the declaration of any dividend by the Fund, or
the legality of the issue of any Shares of the Fund in payment
of any stock dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares of the Fund.
19. Standard of Care and Indemnification.
(a) The Transfer Agent may, in connection with this Agreement,
employ agents or attorneys in fact, and shall not be liable
for any loss arising out of or in connection with its actions
under this Agreement so long as it acts in good faith and with
due diligence, and is not negligent or guilty of any willful
misconduct.
(b) The Fund hereby agrees to indemnify and hold harmless the
Transfer Agent from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by the Transfer
Agent in good faith in reliance upon any Certificate,
instrument, order or stock certificate believed by it to be
genuine and to be signed, countersigned or executed by any
duly Authorized Person, upon the Oral Instructions or Written
Instructions of an Authorized Person of the Fund or upon the
opinion of legal counsel for the Fund or its own counsel; or
(ii) any action taken or omitted to be taken by the Transfer
Agent in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been
altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence,
willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
20. Affiliation Between Fund and Transfer Agent. It is understood that
the directors, officers, employees, agents and Shareholders of the
Fund, and the officers, directors, employees, agents and
shareholders of the Fund's investment adviser, INVESCO Funds Group,
Inc. (the "Adviser"), are or may be interested in the Transfer Agent
as directors, officers, employees, agents, shareholders, or
otherwise, and that the directors, officers, employees, agents or
shareholders of the Transfer Agent may be interested in the Fund as
directors, officers, employees, agents, shareholders, or otherwise,
or in the Adviser as officers, directors, employees, agents,
shareholders or otherwise.
21. Term.
(a) This Agreement shall become effective on ______________, 1997
after approval by vote of a majority (as defined in the 1940
<PAGE>
Act) of the Fund's board of directors, including a majority
of the directors who are not interested persons of the Fund
(as defined in the 1940 Act), and shall continue in effect for
an initial term expiring _______________, 1998 and from year
to year thereafter, so long as such continuance is
specifically approved at least annually both: (i) by either
the board of directors or the vote of a majority of the
outstanding voting securities of the Fund; and (ii) by a vote
of the majority of the directors who are not interested
persons of the Fund (as defined in the 1940 Act) cast in
person at a meeting called for the purpose of voting upon such
approval.
(b) Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the
date of such termination, which shall not be less than 60 days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a
resolution of the board of directors, certified by the
Secretary, electing to terminate this Agreement and
designating a successor transfer agent.
22. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with
the formality of this Agreement, and (i) authorized or approved by
the resolution of the board of directors, including a majority of
the directors of the Fund who are not interested persons of the Fund
as defined in the 1940 Act, or (ii) authorized and approved by such
other procedures as may be permitted or required by the 1940 Act.
23. Subcontracting. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided
hereunder; provided, however, that the transfer agent will be liable
to the Fund for any loss arising out of or in connection with the
actions of any subcontractor, if the subcontractor fails to act in
good faith and with due diligence or is negligent or guilty of any
willful misconduct.
24. Miscellaneous.
(a) Any notice and other instrument in writing, authorized or
required by this Agreement to be given to the Fund or the
Transfer Agent, shall be sufficiently given if addressed to
that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To the Fund:
INVESCO Strategic Portfolios, Inc.
Post Office Box 173706
Denver, Colorado 80217-3706
Attention: Dan J. Hesser, President
<PAGE>
To the Transfer Agent:
INVESCO Funds Group, Inc.
Post Office Box 173706
Denver, Colorado 80217-3706
Attention: Ronald L. Grooms, Senior Vice President
(b) This Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it
shall automatically terminate.
(c) This Agreement shall be construed in accordance with the laws
of the State of Colorado.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
INVESCO STRATEGIC PORTFOLIOS, INC.
By:_________________________________
Dan J. Hesser, President
ATTEST:
- -----------------------------
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By:________________________________
Ronald L. Grooms, Senior Vice
ATTEST: President
- -----------------------------
Glen A. Payne, Secretary
<PAGE>
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated January 31, 1997,
between INVESCO Strategic Portfolios, Inc. (the "Fund") and INVESCO Funds Group,
Inc. as Transfer Agent (the "Agreement").
Account Maintenance Charges. Fees are based on an annual charge set forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $20.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the Fund, $20.00 per participant in such accounts per year, is
billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge
is made for an account in the month that it opens or closes, as well as in each
month which the account remains open, regardless of the account balance.
Expenses. The Fund shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Fund with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Fund and the Transfer Agent or any affiliate thereof.
Effective this _____ day of ___________, 1997.
INVESCO STRATEGIC PORTFOLIOS, INC.
By: _____________________________________
Dan J. Hesser, President
ATTEST:
- --------------------------
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: _____________________________________
Ronald L. Grooms,
ATTEST: Senior Vice President
- --------------------------
Glen A. Payne, Secretary
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the _____ day of _____________ 1997, in Denver,
Colorado, by and between INVESCO Strategic Portfolios, Inc., a Maryland
corporation (the "Fund"), and INVESCO Funds Group, Inc., a Delaware corporation
(hereinafter referred to as "INVESCO").
WHEREAS, the Fund is engaged in business as an open-end management
investment company, is registered as such under the Investment Company Act of
1940, as amended (the "Act"), and is authorized to issue shares representing
interests in the following separate portfolios of investments: (1) the Energy
Portfolio, (2) the Gold Portfolio, (3) the Health Sciences Portfolio, (4) the
Leisure Portfolio, (5) the Technology Portfolio, (6) the Financial Services
Portfolio, (7) the Utilities Portfolio, and (8) the Environmental Services
Portfolio (the "Portfolios"); and
WHEREAS, INVESCO is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser and providing certain other administrative, sub-accounting,
and recordkeeping services to certain investment companies, including the Fund;
and
WHEREAS, the Fund desires to retain INVESCO to render certain
administrative, sub-accounting, and recordkeeping services (the "Services") in
the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, INVESCO desires to be retained to perform such services on said
terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and INVESCO agree as follows:
1. The Fund hereby retains INVESCO to provide, or, upon receipt of written
approval of the Fund arrange for other companies, including affiliates of
INVESCO, to provide to the Portfolios: A) such sub-accounting and recordkeeping
services and functions as are reasonably necessary for the operation of the
Portfolios. Such services shall include, but shall not be limited to,
preparation and maintenance of the following required books, records and other
documents: (1) journals containing daily itemized records of all purchases and
sales, and receipts and deliveries of securities and all receipts and
disbursements of cash and all other debits and credits, in the form required by
Rule 31a-1(b)(1) under the Act; (2) general and auxiliary ledgers reflecting all
asset, liability, reserve, capital, income and expense accounts, in the form
required by Rules 31a-1(b)(2)(i) - (iii) under the Act; (3) a securities record
or ledger reflecting separately for each portfolio security as of trade date all
"long" and "short" positions carried by the Portfolios for the account of the
Portfolios, if any, and showing the location of all securities long and the
off-setting position to all securities short, in the form required by
<PAGE>
Rule 31a-1(b)(3) under the Act; (4) a record of all portfolio purchases or
sales, in the form required by Rule 31a-1(b)(6) under the Act; (5) a record of
all puts, calls, spreads, straddles and all other options, if any, in which the
Portfolios have any direct or indirect interest or which the Portfolios have
granted or guaranteed, in the form required by Rule 31a-1(b)(7) under the Act;
(6) a record of the proof of money balances in all ledger accounts maintained
pursuant to this Agreement, in the form required by Rule 31a- 1(b)(8) under the
Act; and (7) price make-up sheets and such records as are necessary to reflect
the determination of the Portfolios' net asset value. The foregoing books and
records shall be maintained and preserved by INVESCO in accordance with and for
the time periods specified by applicable rules and regulations, including Rule
31a-2 under the Act. All such books and records shall be the property of the
Fund and, upon request therefor, INVESCO shall surrender to the Fund such of the
books and records so requested; and B) such sub-accounting, recordkeeping, and
administrative services and functions, which shall be furnished by a
wholly-owned subsidiaryof INVESCO, as are reasonably necessary for the operation
of Portfolio shareholder accounts maintained by certain retirement plans and
employee benefit plans for the benefit of participants in such plans. Such
services and functions shall include, but shall not be limited to: (1)
establishing new retirement plan participant accounts; (2) receipt and posting
of weekly, bi- weekly and monthly retirement plan contributions; (3) allocation
of contributions to each participant's individual Portfolio account; (4)
maintenance of separate account balances for each source of retirement plan
money (i.e., Company, Employee, Voluntary, Rollover) invested in the Portfolios;
(5) purchase, sale, exchange or transfer of monies in the retirement plan as
directed by the relevant party; (6) distribution of monies for participant
loans, hardships, terminations, death or disability payments; (7) distribution
of periodic payments for retired participants; (8) posting of distributions of
interest, dividends and long-term capital gains to participants by the
Portfolios; (9) production of monthly, quarterly and/or annual statements of all
Portfolio activity for the relevant parties; (10) processing of participant
maintenance information for investment election changes, address changes,
beneficiary changes and Qualified Domestic Relations Orders; (11) responding to
telephone and written inquiries concerning Portfolio investments, retirement
plan provisions and compliance issues; (12) performing discrimination testing
and counseling employers on cure options on failed tests; (13) preparation of
1099R and W2P participant IRS tax forms; (14) preparation of, or assisting in
the preparation of, 5500 Series tax forms, Summary Plan Descriptions and
Determination Letters; and (15) reviewing legislative and IRS changes to keep
the retirement plan in compliance with applicable law.
2. INVESCO shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from time
to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, such staff and personnel shall be deemed to include officers of
INVESCO and persons employed or otherwise retained by INVESCO to provide or
assist in providing of the Services to the Portfolios.
<PAGE>
3. INVESCO shall, at its own expense, provide such office space,
facilities and equipment (including, but not limited to, computer equipment,
communication lines and supplies) and such clerical help and other services as
shall be necessary to provide the Services to the Portfolios. In addition,
INVESCO may arrange on behalf of the Fund to obtain pricing information
regarding the Portfolios' investment securities from such company or companies
as are approved by a majority of the Fund's board of directors; and, if
necessary, the Fund shall be financially responsible to such company or
companies for the reasonable cost of providing such pricing information.
4. The Fund will, from time to time, furnish or otherwise make available
to INVESCO such information relating to the business and affairs of the
Portfolios as INVESCO may reasonably require in order to discharge its duties
and obligations hereunder.
5. For the services rendered, facilities furnished, and expenses assumed
by the Investment Adviser under this Agreement, the Fund shall pay to INVESCO a
$10,000 per year per Portfolio base fee, plus an additional fee, computed on a
daily basis and paid on a monthly basis. For purposes of each daily calculation
of this additional fee, the most recently determined net asset value of each
Portfolio, as determined by a valuation made in accordance with the Fund's
procedure for calculating each Portfolio's net asset value as described in the
Portfolios' Prospectus and/or Statement of Additional Information, shall be
used. The additional fee to INVESCO under this Agreement shall be computed at
the annual rate of 0.015% of each Portfolio's daily net assets as so determined.
During any period when the determination of a Portfolio's net asset value is
suspended by the directors of the Fund, the net asset value of a share of that
Portfolio as of the last business day prior to such suspension shall, for the
purpose of this Paragraph 5, be deemed to be the net asset value at the close of
each succeeding business day until it is again determined.
6. INVESCO will permit representatives of the Fund including the Fund's
independent auditors to have reasonable access to the personnel and records of
INVESCO in order to enable such representatives to monitor the quality of
services being provided and the level of fees due INVESCO pursuant to this
Agreement. In addition, INVESCO shall promptly deliver to the board of directors
of the Fund such information as may reasonably be requested from time to time to
permit the board of directors to make an informed determination regarding
continuation of this Agreement and the payments contemplated to be made
hereunder.
7. This Agreement shall remain in effect until no later than
___________________ and from year to year thereafter provided such continuance
is approved at least annually by the vote of a majority of the directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the Act) of any such party, which vote must be cast in person at a meeting
called for the purpose of voting on such approval; and further provided,
however, that (a) the Fund may, at any time and without the payment of any
<PAGE>
penalty, terminate this Agreement upon thirty days written notice to the
Investment Adviser; (b) the Agreement shall immediately terminate in the event
of its assignment (within the meaning of the Act and the Rules thereunder)
unless the Board of Directors of the Fund approves such amendment; and (c) the
Investment Adviser may terminate this Agreement without payment of penalty on
sixty days written notice to the Fund. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid, to the other
party at the principal office of such party.
8. This Agreement shall be construed in accordance with the laws of the
State of Colorado and the applicable provisions of the Act. To the extent the
applicable law of the State of Colorado or any of the provisions herein conflict
with the applicable provisions of the Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
INVESCO STRATEGIC PORTFOLIOS, INC.
By: __________________________________
Dan J. Hesser
President
INVESCO FUNDS GROUP, INC.
By: __________________________________
Ronald L. Grooms
Senior Vice President
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 20 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated December 6, 1996, relating to the financial
statements and financial highlights appearing in the October 31, 1996 Annual
Report to Shareholders of INVESCO Strategic Portfolios, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Independent Accountants" and "Financial Statements" in
the Statement of Additional Information.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Denver, Colorado
December 27, 1996
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POWER OF ATTORNEY
The person executing this Power of Attorney hereby appoints Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and such Post-Effective Amendments to such Registration Statements of the
hereinafter described entities as such attorney-in-fact, or either of them, may
deem appropriate:
INVESCO Diversified Funds, Inc.
INVESCO Dynamics Fund, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Fund, Inc.
INVESCO Income Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Multiple Asset Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Strategic Portfolios, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
This Power of Attorney, which shall not be affected by the disability of
the undersigned, is executed and effective as of the 23rd day of July, 1996.
/s/ Hubert L. Harris, Jr.
-------------------------
Hubert L. Harris, Jr.
STATE OF GEORGIA )
)
COUNTY OF DEKALB )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Hubert L. Harris, Jr.,
as a director or trustee of each of the above-described entities, this 23rd day
of July, 1996.
Cecilia Underwood
-----------------
Notary Public
My Commission Expires: October 14, 1997
