<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
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INVESCO STRATEGIC PORTFOLIOS, INC.
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Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total fee paid:
______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
___________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________
(3) Filing Party:
___________________________________
(4) Date Filed:
___________________________________
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO STRATEGIC PORTFOLIOS, INC.
[LOGO OF INVESCO STRATEGIC PORTFOLIOS, INC. APPEARS HERE]
DECEMBER 26, 1996
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Dear INVESCO Strategic Portfolios Shareholder:
Enclosed is a Proxy Statement for the January 31, 1997 special meeting of
shareholders of INVESCO Energy Portfolio, INVESCO Environmental Services Port-
folio, INVESCO Financial Services Portfolio, INVESCO Gold Portfolio, INVESCO
Health Sciences Portfolio, INVESCO Leisure Portfolio, INVESCO Technology Port-
folio and INVESCO Utilities Portfolio (collectively, the "Portfolios"), the
eight series of INVESCO Strategic Portfolios, Inc. (the "Company").
As you may have heard, INVESCO PLC ("INVESCO") has entered into an agreement
to merge with A I M Management Group Inc. ("AIM"), under which AIM will become
part of INVESCO. INVESCO is the ultimate parent company of INVESCO Funds
Group, Inc., the investment adviser to the Company and INVESCO Trust Company,
the sub-adviser to the Portfolios.
As explained more fully in the attached Proxy Statement, at the time the
INVESCO/AIM merger takes effect, the Company's present investment advisory and
sub-advisory contracts will terminate automatically, as a matter of law. Al-
though Company shareholders are not being asked to approve the merger, they
must vote on the necessary new investment advisory and sub-advisory contracts.
Accordingly, to provide continuity of investment advisory services to the Com-
pany, the Board of Directors is asking shareholders to approve the following
proposals:
. All shareholders of the Company will be asked to approve a new invest-
ment advisory agreement for the Company, with the same parties and on
terms substantially identical to the existing investment advisory agree-
ment.
. Shareholders of each of the Portfolios will be asked to approve a new
investment sub-advisory agreement, with the same parties and on terms
substantially identical to the existing investment sub-advisory agree-
ment.
In addition, all shareholders are being asked to elect directors of the Com-
pany and to ratify the selection of Price Waterhouse LLP as the Company's in-
dependent accountants. The accompanying Proxy Statement provides additional
detailed information on these proposals, the INVESCO/AIM merger and the Compa-
ny.
WE ARE REQUIRED BY LAW TO INFORM YOU AS TO CERTAIN DETAILS OF THE TRANSAC-
TION, EVEN THOUGH YOU ARE NOT VOTING TO APPROVE THE MERGER. WHAT IS MOST IM-
PORTANT FOR YOU AS A SHAREHOLDER OF THE PORTFOLIOS IS THAT APPROVAL OF THE
PROPOSALS LISTED ABOVE WILL IN NO WAY INCREASE THE ADVISORY FEES, SUB-ADVISORY
FEES OR EXPENSES OF THE COMPANY OR THE PORTFOLIOS OR CHANGE THE LEVEL, NATURE
OR QUALITY OF SERVICES YOU RECEIVE. EACH OF THESE PROPOSALS HAS BEEN APPROVED
BY THE BOARD OF DIRECTORS OF THE COMPANY, WHICH RECOMMENDS THAT SHAREHOLDERS
APPROVE THEM AS WELL.
The Board of Directors believes that these proposals are in the best inter-
ests of the shareholders. Therefore, we ask that you read the enclosed materi-
als and vote promptly. Should you have any questions, please feel free to call
our client services representatives at 1-800-646-8372. They will be happy to
answer any questions that you might have.
<PAGE>
YOUR VOTE IS IMPORTANT. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION
ARE SIGNIFICANT TO THE COMPANY, THE PORTFOLIOS AND TO YOU AS A SHAREHOLDER. IF
WE DO NOT RECEIVE SUFFICIENT VOTES TO APPROVE THESE PROPOSALS, WE MAY HAVE TO
SEND ADDITIONAL MAILINGS OR CONDUCT TELEPHONE CANVASSING. THEREFORE, PLEASE
TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE ON THE ENCLOSED
PROXY CARD, AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVE-
LOPE.
Sincerely,
/s/ Dan J. Hesser
Dan J. Hesser
President
INVESCO Strategic Portfolios, Inc.--
INVESCO Energy Portfolio
INVESCO Environmental Services Portfolio
INVESCO Financial Services Portfolio
INVESCO Gold Portfolio
INVESCO Health Sciences Portfolio
INVESCO Leisure Portfolio
INVESCO Technology Portfolio
INVESCO Utilities Portfolio
2
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO STRATEGIC PORTFOLIOS, INC.
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 31, 1997
Notice is hereby given that a special meeting of shareholders (the "Meet-
ing") of INVESCO Energy Portfolio, INVESCO Environmental Services Portfolio,
INVESCO Financial Services Portfolio, INVESCO Gold Portfolio, INVESCO Health
Sciences Portfolio, INVESCO Leisure Portfolio, INVESCO Technology Portfolio
and INVESCO Utilities Portfolio (collectively, the "Portfolios") of INVESCO
Strategic Portfolios, Inc. (the "Company") will be held at the Denver Marriott
Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222 on Friday, January
31, 1997, at 10:00 a.m., Mountain Standard Time, for the following purposes.
1.A. To approve or disapprove a new investment advisory agreement between
the Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to
take effect only if the proposed merger of A I M Management Group
Inc. into a wholly-owned U.S. subsidiary of INVESCO PLC is consum-
mated (the "Merger"). INVESCO PLC is the ultimate parent of IFG.
1.B. To approve or disapprove a new sub-advisory agreement between IFG and
INVESCO Trust Company, with respect to each of the Portfolios, to
take effect only if the Merger is consummated.
2. To elect eleven directors of the Company.
3. To ratify or reject the selection of Price Waterhouse LLP as indepen-
dent accountants for the Company for the fiscal year ending October 31,
1997.
4. To transact such other business as may properly come before the Meeting
or any adjournment(s) thereof.
NONE OF THESE PROPOSALS is expected to result in any change in the way the
Portfolios are managed, in the advisory or sub-advisory fees or in the serv-
ices you receive as a shareholder.
The board of directors of the Company has fixed the close of business on De-
cember 9, 1996, as the record date for the determination of shareholders enti-
tled to notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Portfolios entitled to vote at the
Meeting will be available and open to the examination of any shareholder of
the Portfolios for any purpose germane to the Meeting during ordinary business
hours after December 15, 1996, at the offices of the Company, 7800 East Union
Avenue, Denver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders who do not ex-
pect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the enclosed envelope
that requires NO postage if mailed in the United States. The enclosed proxy is
being solicited on behalf of the board of directors of the Company.
<PAGE>
IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure a full representation at the
Meeting.
The Meeting will have to be adjourned without conducting any business if
less than a majority of the eligible shares is represented, and the Company
will have to continue to solicit votes until a quorum is obtained. The Meeting
also may be adjourned, if necessary, to continue to solicit votes if less than
the required shareholder vote has been obtained to elect the specified number
of directors and to approve Proposals 1.A., 1.B. and 3.
Your vote, then, could be critical in allowing the Company to hold the Meet-
ing as scheduled. By marking, signing, and promptly returning the enclosed
proxy, you may eliminate the need for additional solicitation. Your coopera-
tion is appreciated.
By Order of the Board of Directors,
/s/ Glen A. Payne
Glen A. Payne
Secretary
Denver, Colorado
Dated: December 26, 1996
2
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO STRATEGIC PORTFOLIOS, INC.
DECEMBER 26, 1996
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INVESCO STRATEGIC PORTFOLIOS, INC.
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 1997
INTRODUCTION
The enclosed proxy is being solicited by the board of directors (the "Board"
or the "Directors") of INVESCO Strategic Portfolios, Inc. (the "Company") on
behalf of INVESCO Energy Portfolio (the "Energy Portfolio"), INVESCO Environ-
mental Services Portfolio (the "Environmental Services Portfolio"), INVESCO
Financial Services Portfolio (the "Financial Services Portfolio"), INVESCO
Gold Portfolio (the "Gold Portfolio"), INVESCO Health Sciences Portfolio (the
"Health Sciences Portfolio"), INVESCO Leisure Portfolio (the "Leisure Portfo-
lio"), INVESCO Technology Portfolio (the "Technology Portfolio") and INVESCO
Utilities Portfolio (the "Utilities Portfolio"; collectively, the "Portfo-
lios"), the eight series of the Company, for use in connection with the spe-
cial meeting of shareholders of the Company (the "Meeting") to be held at
10:00 a.m., Mountain Standard Time, on Friday, January 31, 1997, at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, and at
any adjournment(s) thereof for the purposes set forth in the foregoing notice.
THE COMPANY'S ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS OF THE COMPANY FOR
THE FISCAL YEAR ENDED OCTOBER 31, 1996, IS AVAILABLE WITHOUT CHARGE UPON RE-
QUEST FROM GLEN A. PAYNE, SECRETARY OF THE COMPANY, AT P.O. BOX 173706, DEN-
VER, COLORADO 80217-3706 (TELEPHONE NUMBER 1-800-646-8372). The approximate
mailing date of proxies and this Proxy Statement is December 26, 1996.
The primary purpose of the Meeting is to allow shareholders to consider new
investment advisory and sub-advisory agreements for the Portfolios. As ex-
plained in more detail below, the existing advisory and sub-advisory agree-
ments for the Portfolios will terminate automatically, by operation of law,
upon the consummation of the proposed merger (the "Merger") of A I M Manage-
ment Group Inc. ("AIM") and a direct wholly-owned subsidiary of INVESCO PLC
("INVESCO"). Shareholders are not being asked to approve the Merger; rather,
they are being asked to continue the existing investment advisory relation-
ships for the Portfolios under new contracts which would take effect at the
time of the Merger. Consummation of the Merger is conditioned on, among other
things, shareholder approval of the new investment advisory and sub-advisory
contracts. The transactions contemplated by the Merger and the terms of the
new investment advisory and sub-advisory agreements are discussed below.
OTHER THAN THEIR COMMENCEMENT AND EXPIRATION DATES, THE PROPOSED NEW ADVI-
SORY AND SUB-ADVISORY AGREEMENTS ARE IDENTICAL IN FORM AND TERMS TO THE PRES-
ENT AGREEMENTS.
<PAGE>
Therefore:
(1) All shareholders of the Company are being asked to approve a new in-
vestment advisory agreement (the "Proposed Advisory Agreement") be-
tween the Company and its investment adviser, INVESCO Funds Group,
Inc. (the "Adviser" or "IFG"), to replace the existing agreement be-
tween the Company and the Adviser (the "Current Advisory Agreement");
and
(2) Shareholders of each of the Portfolios are being asked to approve a
new investment sub-advisory agreement (the "Proposed Sub-Advisory
Agreement") between IFG and that Portfolio's sub-adviser, INVESCO
Trust Company (the "Sub-Adviser" or "ITC"), to replace the existing
sub-advisory agreement between IFG and ITC (the "Current Sub-Advisory
Agreement").
Elsewhere in this Proxy Statement the Current Advisory Agreement and the Cur-
rent Sub-Advisory Agreement are together referred to as the "Current Agree-
ments." Similarly, the Proposed Advisory Agreement and the Proposed Sub-Advi-
sory Agreement are together referred to as the "Proposed Agreements."
The following factors should be considered by shareholders in determining
whether to approve the Proposed Agreements:
. The Proposed Advisory Agreement and the Proposed Sub-Advisory Agreement
were approved by the Directors, including the Independent Directors (as
defined below).
. There will be no change in the investment objectives or policies of the
Portfolios.
. There will be no increase in the fees payable to the Adviser or to the
Sub-Adviser as a result of the approval and implementation of the Pro-
posed Agreements.
. No significant changes are contemplated in the personnel of the Adviser
who are responsible for the overall supervision of the Company or of the
Sub-Adviser who are responsible for managing the investments of the
Portfolios.
If the enclosed form of proxy is duly executed and returned in time to be
voted at the Meeting, and not subsequently revoked, all shares represented by
the proxy will be voted in accordance with the instructions marked thereon. If
no instructions are given, such shares will be voted FOR the nominees for di-
rector hereinafter listed and FOR Proposals 1.A., 1.B. and 3. A majority of the
outstanding shares of the Company entitled to vote, represented in person or by
proxy, will constitute a quorum at the Meeting.
Shares held by shareholders present in person or represented by proxy at the
Meeting will be counted both for the purpose of determining the presence of a
quorum and for calculating the votes cast on the issues before the Meeting. An
abstention by a shareholder, either by proxy or by vote in person at the Meet-
ing, has the same effect as a negative vote. Shares held by a broker or other
fiduciary as record owner for the account of the beneficial owner are counted
toward the required quorum if the beneficial owner has executed and timely de-
livered the necessary instructions for the broker to vote the shares or if the
broker has and exercises discretionary voting power. Where the broker or fidu-
ciary does not receive instructions from the beneficial owner and does not have
discretionary voting power as to one or more issues before the Meeting, but
grants a proxy for or votes such shares, they will be counted toward the re-
quired quorum but will have the effect of a negative vote on any proposals on
which it does not vote.
Because the proposals being submitted for a vote of the shareholders of each
Portfolio are identical, the Board determined to combine the proxy materials
for the Portfolios in order to reduce the cost of preparing, printing and mail-
ing the proxy materials.
2
<PAGE>
In order to further reduce costs, the notices to shareholders having more
than one account in a Portfolio listed under the same social security number
at a single address have been combined. The proxy cards have been coded so
that each shareholder's votes will be counted for all such accounts.
Execution of the enclosed proxy card will not affect a shareholder's right
to attend the Meeting and vote in person, and a shareholder giving a proxy has
the power to revoke it (by written notice to the Company at P.O. Box 173706,
Denver, Colorado 80217-3706, execution of a subsequent proxy card, or oral
revocation at the Meeting) at any time before it is exercised.
Shareholders of the Portfolios of record at the close of business on Decem-
ber 9, 1996 (the "Record Date"), are entitled to vote at the Meeting, includ-
ing any adjournment(s) thereof, and are entitled to one vote for each share,
and corresponding fractional votes for fractional shares, on each matter to be
acted upon at the Meeting. On the Record Date, [ ] shares of the Company's
common stock, $.01 par value per share were outstanding, including [ ]
shares of the Energy Portfolio, [ ] shares of the Environmental Services
Portfolio, [ ] shares of the Financial Services Portfolio, [ ] shares of
the Gold Portfolio, [ ] shares of the Health Sciences Portfolio, [ ]
shares of the Leisure Portfolio, [ ] shares of the Technology Portfolio and
[ ] shares of the Utilities Portfolio.
The following table sets forth, as of the Record Date, the beneficial owner-
ship of each Portfolio's issued and outstanding common stock by each 5% or
greater shareholder. [PLEASE CONFIRM: THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANY DID NOT OWN [ANY] [1% OR MORE OF THE OUTSTANDING] PORTFOLIO SHARES
AS OF THE RECORD DATE.]
<TABLE>
<CAPTION>
Name and Address Amount & Nature of Percent of
of Beneficial Owner Beneficial Ownership(1) Common Stock
------------------- ----------------------- ------------
<S> <C> <C>
ENERGY PORTFOLIO
ENVIRONMENTAL SERVICES PORTFOLIO
FINANCIAL SERVICES PORTFOLIO
GOLD PORTFOLIO
HEALTH SCIENCES PORTFOLIO
LEISURE PORTFOLIO
TECHNOLOGY PORTFOLIO
UTILITIES PORTFOLIO
</TABLE>
(1) Each beneficial owner named above shares investment power with respect
to the shares listed next to its respective row, but its customers re-
tain sole voting power.
In addition to the solicitations of proxies by use of the mail, proxies may
be solicited by officers of the Company, and by officers and employees of IFG,
personally or by telephone or telegraph, without special compensation. In ad-
dition, Shareholder Communications Corporation ("SCC") will be retained to as-
sist in the solicitation of proxies.
As the meeting date approaches, certain shareholders whose votes the Company
has not yet received may receive telephone calls from representatives of SCC
requesting that they authorize, by telephonic or electronically
3
<PAGE>
transmitted instructions, SCC to execute proxy cards on their behalf. Tele-
phone authorizations will be recorded in accordance with the procedures set
forth below. The Adviser believes that these procedures are reasonably de-
signed to ensure that the identity of the shareholder casting the vote is ac-
curately determined and that the voting instructions of the shareholder are
accurately determined.
SCC has received an opinion of Maryland counsel that addresses the validity,
under the applicable laws of the State of Maryland, of authorization given
orally to execute a proxy. The opinion given by Maryland counsel concludes
that a Maryland court would find that there is no Maryland law or public pol-
icy against the acceptance of proxies signed by an orally-authorized agent,
provided it adheres to the procedures set forth below.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
and the number of shares owned, and to confirm that the shareholder has re-
ceived the Proxy Statement in the mail. If the information solicited agrees
with the information provided to SCC by the Company, the SCC representative
has the responsibility to explain the process, read the proposals listed on
the proxy card, and ask for the shareholder's instructions on each proposal.
Although he or she is permitted to answer questions about the process, the SCC
representative is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the Proxy Statement. SCC
will record the shareholder's instructions on the card. Within 72 hours, SCC
will send the shareholder a letter or mailgram confirming the shareholder's
vote and asking the shareholder to call SCC immediately if the shareholder's
instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable. A share-
holder may revoke the accompanying proxy or a proxy given telephonically at
any time prior to its use by filing with the Company a written revocation or
duly executed proxy bearing a later date. In addition, any shareholder who at-
tends the Meeting in person may vote by ballot at the Meeting, thereby cancel-
ing any proxy previously given.
All costs of printing and mailing proxy materials and the costs and expenses
of holding the Meeting and soliciting proxies, including any amount paid to
SCC, will be paid by INVESCO and not by the Company, the Portfolios or their
shareholders.
The Board may seek one or more adjournments of the Meeting to solicit addi-
tional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote to elect the number of specified direc-
tors and approve Proposals 1.A., 1.B. and 3. An adjournment would require the
affirmative vote of the holders of a majority of the shares present at the
Meeting (or an adjournment thereof) in person or by proxy and entitled to
vote. If adjournment is proposed in order to obtain the required shareholder
vote on a particular proposal, the persons named as proxies will vote in favor
of adjournment those shares which they are entitled to vote in favor of such
proposal and will vote against adjournment those shares which they are re-
quired to vote against such proposal. A shareholder vote may be taken on one
or more of the proposals discussed herein prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate.
PROPOSAL 1: A. APPROVAL OF THE PROPOSED ADVISORY AGREEMENT BETWEEN THE COM-
PANY AND INVESCO FUNDS GROUP, INC.
B. APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN
INVESCO FUNDS GROUP, INC. AND INVESCO TRUST COMPANY
4
<PAGE>
BACKGROUND
IFG serves as investment adviser to the Company pursuant to the Current Advi-
sory Agreement. The Current Advisory Agreement provides that the Adviser, upon
receipt of written approval of the Company, is authorized to retain companies
to provide investment advisory services to the Company. Accordingly, IFG has
entered into a sub-advisory agreement with ITC, pursuant to which ITC serves as
sub-adviser to, and is primarily responsible for, managing the investments of
all of the Portfolios. Both the Adviser and the Sub-Adviser are indirect, whol-
ly-owned subsidiaries of INVESCO. INVESCO is a publicly traded holding company
organized under the laws of England in 1935. The ordinary shares of INVESCO, 25
pence nominal value per share (the "Ordinary Shares"), are traded on the London
Stock Exchange. INVESCO's subsidiaries provide investment advisory services
throughout the world. As of September 30, 1996, the total assets advised by
INVESCO and its subsidiaries were approximately $91.1 billion.
AIM is a holding company that has been engaged in the financial services
business since 1976 and, together with its affiliates, advises or manages 38
investment company portfolios comprising the A I M Family of Funds. As of Octo-
ber 31, 1996, the total assets of the registered investment company portfolios
advised or managed by AIM and its affiliates were approximately $57 billion.
On November 4, 1996, INVESCO and INVESCO Group Services, Inc. ("IGS") entered
into an agreement of merger (the "Merger Agreement") with AIM pursuant to which
IGS or another wholly-owned U.S. subsidiary of INVESCO ("INVESCO Sub") will ac-
quire all the issued and outstanding shares of AIM capital stock for considera-
tion valued on November 4, 1996 at approximately $1.6 billion, plus the amount
of AIM net income from September 1, 1996 through the date on which the Merger
is consummated (the "Closing Date"), minus dividends paid during such period
and subject to adjustments for certain balance sheet items and transaction ex-
penses. The consideration will include 290 million new Ordinary Shares (includ-
ing Ordinary Shares issuable in respect of vested and unvested AIM options) of
INVESCO valued on November 4, 1996 at approximately $1.1 billion. The balance
of the consideration will be paid in cash. Upon consummation of the Merger, the
AIM shareholders will own approximately 45% of INVESCO's total outstanding cap-
ital stock on a fully-diluted basis. Thereafter, INVESCO will change its name
to "AMVESCO PLC" (the names of the Adviser and the Sub-Advisers will not
change).
The Closing Date is presently expected to occur on or about February 28,
1997, subject to the satisfaction of conditions to closing that include, among
other things: (a) INVESCO having consummated one or more financings and having
received net proceeds of not less than $500 million; (b) the respective aggre-
gate annualized asset management fees of INVESCO and AIM (based on assets under
management, excluding the effects of market movements), in respect of which
consents to the Merger have been obtained being equal to or greater than 87.5%
of all such fees; (c) INVESCO and AIM having received certain consents from
regulators, lenders and/or other third parties; (d) AIM not having received
from the holder or holders of more than 2% of the outstanding AIM shares no-
tices that they intend to exercise dissenters' rights; (e) a Voting Agreement,
Standstill Agreement, Transfer Restriction Agreements, Transfer Administration
Agreement, Registration Rights Agreement, Indemnification Agreement and employ-
ment agreements with approximately thirty AIM employees having been executed
and delivered; (f) AIM having received an opinion from its U.S. counsel that
the Merger will be treated as a tax-free reorganization; and (g) shareholder
resolutions to appoint to INVESCO's board of directors (the "INVESCO Board")
six AIM designees and a resolution of the INVESCO Board to appoint the seventh
AIM designee having been passed and not revoked.
The Merger Agreement may be terminated at any time prior to the Closing Date
by written notice by AIM or INVESCO to the other after June 1, 1997 or under
other circumstances set forth in the Merger Agreement. In
5
<PAGE>
certain circumstances occurring on or before September 30, 1997, a termination
fee will be payable by the party in respect of which such circumstances have
occurred.
In connection with the Merger, the following agreements, each to be effective
upon the closing of the Merger, have been or will be executed:
Voting Agreement. Certain AIM shareholders and their spouses, the cur-
rent directors of INVESCO and proposed directors of INVESCO (expected to
hold in the aggregate approximately 25% of the Ordinary Shares of INVESCO
outstanding immediately following consummation of the Merger) have agreed
to vote as directors and as shareholders to ensure that: (a) the INVESCO
Board will have fifteen members, consisting of four executive directors
and three non-executive directors designated by INVESCO's current senior
management, four executive directors and three non-executive directors
designated by AIM's current senior management and a Chairman; (b) the ini-
tial Chairman will be Charles W. Brady (INVESCO's current Chairman) and
the initial Vice Chairman will be Charles T. Bauer (AIM's current Chair-
man); and (c) the parties will vote at any INVESCO shareholder meetings on
resolutions (other than those in respect of the election of directors)
supported by two-thirds of the INVESCO Board in the same proportion as
votes are cast by unaffiliated shareholders. The Voting Agreement will
terminate on the earlier of the fourth anniversary of the Closing Date or
the date on which a resolution proposed by an INVESCO-designated board
member is approved by the INVESCO Board despite being voted against by
each AIM-designated board member present at such INVESCO Board meeting.
Standstill Agreement and Transfer Restriction Agreements. Certain AIM
shareholders and their spouses and certain significant shareholders of
INVESCO have agreed, under certain circumstances for a maximum period of
five years, not to engage in a number of specified activities that might
result in a change of the ownership or control positions of INVESCO exist-
ing as of the Closing Date. AIM shareholders and INVESCO's current chair-
man will be restricted in their ability to transfer their shares of
INVESCO for a period of up to five years.
If the conditions to the Merger are not met or waived, or if the Merger
Agreement is terminated, the Merger will not be consummated and the Current
Agreements will remain in effect. If the Proposed Agreements are approved and
the Merger is thereafter consummated, the Proposed Agreements will be executed
and become effective on the Closing Date. In the event that the Merger is con-
summated and the Proposed Advisory Agreement or the Proposed Sub-Advisory
Agreement is not approved by each of the Portfolio(s), such Proposed Agree-
ment(s) will be approved as to any Portfolio(s) that voted in favor of such
Proposed Agreement(s) and the Board will determine what action to take as to
any Portfolio(s) that voted against such Proposed Agreement(s). Any such action
taken by the Board will be subject to the approval of the appropriate share-
holders.
Under the Merger Agreement, INVESCO and INVESCO Sub have agreed that they
will comply, and use all reasonable efforts to cause compliance on behalf of
their affiliates, with the provisions of Section 15(f) of the Investment Com-
pany Act of 1940, as amended (the "1940 Act"). Section 15(f) provides, in per-
tinent part, that an investment adviser of an investment company and its affil-
iates may receive any amount or benefit in connection with a sale of securities
of, or a sale of any other interest in, such investment adviser that results in
an "assignment" of an investment advisory contract as long as two conditions
are met. First, no "unfair burden" may be imposed on the investment company as
a result of the Merger. The term "unfair burden," as defined in the 1940 Act,
includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor investment adviser)
or any interested person of any such adviser receives or is entitled to receive
any compensation directly or indirectly from the investment company or its se-
curity holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of securi-
ties or other property to, from, or on behalf of the investment company (other
than fees
6
<PAGE>
for bona fide principal underwriting services). No such compensation arrange-
ments are contemplated in connection with the Merger.
The second condition is that, for a period of three years after the transac-
tion occurs, at least 75% of the members of the board of directors of the in-
vestment company advised by such adviser are not "interested persons" (as de-
fined in the 1940 Act) of the new or the old investment adviser. The Board you
are being asked to elect in Proposal No. 2 below does not meet this 75% re-
quirement. Nevertheless, as more fully described below under Proposal No. 2,
the composition of the Board, on or prior to the date the Merger is effected,
will comply with the 75% requirement.
INVESCO has advised the Company that the Merger is not expected to have a
material effect on the operations of the Company, on the Portfolios or on
their shareholders. No material change in investment philosophy, policies or
strategies is currently envisioned. The Adviser and the Sub-Adviser will, fol-
lowing the Merger, continue to be indirect wholly-owned subsidiaries of
INVESCO. The Merger Agreement does not, by its terms, contemplate any changes,
other than changes in the ordinary course of business, in the management or
operation of the Adviser or the Sub-Adviser relating to the Company and its
Portfolios, the personnel managing the Portfolios, or other services provided
to or other business activities of the Company. The Merger also is not ex-
pected to result in material changes in the business, corporate structure or
composition of the senior management or personnel of the Adviser or the Sub-
Adviser. Based on the foregoing, the Adviser does not anticipate that the
Merger will cause a reduction in the quality of services now being provided to
the Company, or have any adverse effect on the Adviser's or a Sub-Adviser's
ability to fulfill its respective obligations under the Proposed Agreements or
to operate its business in a manner consistent with its current practices.
Each of the Current Agreements, as required by Section 15 of the 1940 Act,
provides for its automatic termination in the event of its assignment. Any
change of control of the Adviser and/or the Sub-Adviser is deemed to be an as-
signment. Because INVESCO Ordinary Shares constituting more than 25% of the
outstanding voting securities of INVESCO will be issued to the shareholders of
AIM, as a result of the Merger there may be deemed to be a change in control
of INVESCO. Such a change in control would cause an automatic termination of
the Current Advisory Agreement and the Current Sub-Advisory Agreement under
the 1940 Act.
Accordingly, in anticipation of the consummation of the Merger and in order
to ensure continuity of investment advisory services to the Company by the Ad-
viser and to each of the Portfolios by ITC, a new investment advisory agree-
ment between the Company and IFG is proposed to be approved by shareholders of
each of the Portfolios. In addition, it is proposed that shareholders of each
of the Portfolios approve a new sub-advisory agreement between IFG and ITC.
The Board, including a majority of those Directors who are not "interested
persons" of the Company as such term is defined under the 1940 Act (the "Inde-
pendent Directors"), has approved the Proposed Advisory Agreement and the Pro-
posed Sub-Advisory Agreement.
EVALUATION OF THE BOARD OF DIRECTORS
At regular or special meetings of the Independent Directors and of the Board
held on October 14, 15, 28, and 30 and on November 6, 1996, at each of which a
majority of the Independent Directors were in attendance, the Directors evalu-
ated the Proposed Advisory Agreement and the Proposed Sub-Advisory Agreement.
The Independent Directors had available to them the assistance of outside
counsel throughout the process of determining whether to approve the Proposed
Agreements. Prior to and during the meetings, the Independent Directors re-
quested and received all information they deemed necessary to enable them to
determine whether each of the Proposed Agreements is in the best interests of
the Company, the Portfolios and their shareholders. At the
7
<PAGE>
meetings, the Independent Directors reviewed materials furnished by management
and met with representatives of INVESCO and with representatives of AIM. They
noted that senior members of the management team of the Adviser will continue
to be responsible for managing the day-to-day affairs of the Adviser and senior
management members of the Sub-Adviser will continue to be responsible for man-
aging the affairs of that company. In evaluating the effects of the Merger, the
Independent Directors viewed as significant the fact that the Adviser and the
Sub-Adviser are expected to continue to provide to the Company, the Portfolios
and their shareholders, after the Merger, investment advisory services of the
same nature and quality as before the Merger. Also, the Independent Directors
considered the possible effects of the Merger on the Company and its Portfo-
lios.
The Board considered the nature, quality and extent of services provided and
expected to be provided by the Adviser to the Company and by ITC to each of the
Portfolios as well as the benefits derived by the Adviser and ITC. In addition,
the Board discussed and reviewed the terms and provisions of the Proposed Advi-
sory Agreement and the Proposed Sub-Advisory Agreement. The Board specifically
noted that, other than the dates of execution, effectiveness and termination,
the terms of each of the Proposed Agreements are the same, in all material re-
spects, as the terms of the corresponding Current Agreements. Specifically, the
Board noted that the fees and expenses payable under each of the Proposed
Agreements are identical to the fees and expenses presently in effect under the
corresponding Current Agreements.
The Board also took note of the terms of the Merger Agreement and the effect
of the addition of the substantial resources of AIM and its affiliated compa-
nies to the INVESCO group, including the reputation, experience, personnel, re-
sources, financial condition and performance of A I M Advisors, Inc. The Board
considered the statements made by representatives of INVESCO and AIM that the
capabilities of the Adviser and the Sub-Adviser would not be adversely affected
by the Merger and could be enhanced by the resources of AIM, although there was
no assurance of the Adviser or Sub-Adviser obtaining any particular benefits.
Based upon the Directors' review and the evaluations of the materials they
received, and in consideration of all factors deemed relevant to them, the Di-
rectors determined that each of the Proposed Agreements is fair, reasonable and
in the best interests of the Company, the Portfolios and their shareholders.
ACCORDINGLY, THE BOARD, INCLUDING ALL OF THE INDEPENDENT DIRECTORS PRESENT AT
THE APPLICABLE MEETING, APPROVED EACH OF THE PROPOSED AGREEMENTS AND VOTED TO
RECOMMEND THAT ALL OF THE COMPANY'S SHAREHOLDERS VOTE TO APPROVE THE PROPOSED
ADVISORY AGREEMENT AND THAT SHAREHOLDERS OF EACH OF THE PORTFOLIOS VOTE TO AP-
PROVE THE PROPOSED SUB-ADVISORY AGREEMENT.
THE PROPOSED ADVISORY AND SUB-ADVISORY AGREEMENT
If shareholders of each of the Portfolios approve the Proposed Advisory
Agreement and the Proposed Sub-Advisory Agreement, the Proposed Agreements will
become effective immediately after the closing of the Merger. This summary of
the Proposed Agreements is qualified in its entirety by reference to the form
of such agreements attached to this Proxy Statement as Exhibits A.1. and A.2.
Each of the Proposed Agreements will remain in effect, unless earlier termi-
nated, for an initial term expiring two years from the Closing Date. As previ-
ously discussed, the sole purpose of entering into the Proposed Advisory Agree-
ment and the Proposed Sub-Advisory Agreement is to enable IFG to continue to
serve as the investment adviser to the Company and to enable ITC to continue to
serve as sub-adviser to the Portfolios, after termination of each of the Cur-
rent Agreements by virtue of the "assignment" of such agreements that could re-
sult from the Merger. THE MATERIAL TERMS AND PROVISIONS OF EACH OF THE PROPOSED
AGREEMENTS, OTHER THAN
8
<PAGE>
THEIR RESPECTIVE EFFECTIVE AND TERMINATION DATES, ARE THE SAME, IN ALL SUBSTAN-
TIVE RESPECTS, AS THOSE OF THE CORRESPONDING CURRENT AGREEMENTS, EACH OF WHICH
IS SUMMARIZED BELOW.
THE CURRENT ADVISORY AGREEMENT
The Current Advisory Agreement, dated April 30, 1991, was unanimously ap-
proved on April 24, 1991, by a vote cast in person by a majority of the Direc-
tors, including a majority of the Independent Directors. On September 30, 1991,
such agreement was approved by a majority of the then-outstanding voting secu-
rities of each of the Portfolios for an initial term expiring on April 30,
1993. The continuation of the Current Advisory Agreement until April 30, 1997,
was approved by the Directors, including a majority of the Independent Direc-
tors, at a meeting of the Directors held on April 30, 1996, called for the pur-
pose of approving the Current Advisory Agreement.
The Current Advisory Agreement may be continued from year to year as to each
Portfolio as long as each such continuance is approved at least annually by the
Board, or by a vote of the holders of a majority of the then-outstanding voting
securities (as defined below under "Vote Required") of the Portfolios. Any such
continuance also must be approved by a majority of the Independent Directors of
the Company at a meeting called for the purpose of voting on such continuance.
Upon sixty (60) days written notice, the Current Advisory Agreement may be ter-
minated at any time without penalty by a majority of the then-outstanding vot-
ing securities of the Company, or with respect to a particular Portfolio, by a
majority of the then-outstanding voting securities of that Portfolio, or by
IFG. As discussed earlier, the Current Advisory Agreement terminates automati-
cally in the event of its "assignment" under the 1940 Act.
The Current Advisory Agreement provides that the Adviser shall (either di-
rectly or by delegation to a sub-adviser) maintain a continuous investment pro-
gram for the Company and each of the Portfolios that is consistent with the
Company's and the Portfolios' respective investment objectives and policies as
set forth in the Company's registration statement (the "Registration State-
ment") and prospectuses and statements of additional information of each of the
Portfolios (the "Prospectus" and the "SAI") as in effect from time to time un-
der the 1940 Act and the Securities Act of 1933, as amended. In the performance
of such duties, the Adviser shall, among other things: (i) manage the invest-
ment and reinvestment of the assets of the Company and the Portfolios; (ii) de-
termine what securities are to be purchased or sold for the Company and the
Portfolios and execute transactions accordingly; (iii) furnish the Company and
the Portfolios with investment analysis and research, reviews of current eco-
nomic conditions and trends and considerations respecting long-range investment
policies; (iv) make recommendations as to the manner in which rights pertaining
to the Portfolios' securities should be exercised; (v) furnish requisite per-
sonnel necessary in connection with the Portfolios' operations; (vi) furnish
office space, facilities, equipment and supplies; (vii) conduct periodic re-
views of the Portfolios' compliance operations; (viii) prepare and review cer-
tain required documents, reports and filings (including filings to the Securi-
ties and Exchange Commission), except insofar as the assistance of independent
accountants or attorneys is necessary or desirable; (ix) supply basic telephone
service and other utilities; and (x) prepare and maintain the books and records
required under Rule 31a-1(b)(4), (5), (9) and (10) under the 1940 Act. Except
to the extent assumed by IFG under the Current Advisory Agreement or required
by law, expenses incurred in connection with the operations and organization of
the Portfolios are borne by the Portfolios.
As full compensation for its advisory services to the Company, IFG receives a
monthly fee. The fee is based upon a percentage of each Portfolio's average net
assets, determined daily. Specifically, with respect to each Portfolio, the fee
is calculated at the annual rate of: 0.75% of the first $350 million of the
Portfolio's average net assets; 0.65% of the next $350 million of the Portfo-
lio's average net assets; and 0.55% of the Portfolio's average net assets over
$700 million.
9
<PAGE>
For the fiscal year ended October 31, 1996, total advisory fees paid to IFG
by the Portfolios were, as follows: (i) $813,779, with respect to the Energy
Portfolio; (ii) $237,561 with respect to the Environmental Services Portfolio;
(iii) $3,306,980, with respect to the Financial Services Portfolio; (iv)
$2,026,976, with respect to the Gold Portfolio; (v) $7,016,028, with respect to
the Health Sciences Portfolio; (vi) $2,026,976, with respect to the Leisure
Portfolio; (vii) $4,677,778, with respect to the Technology Portfolio; and
(viii) $1,032,013, with respect to the Utilities Portfolio. Net assets of such
Portfolios, at October 31, 1996, totaled $236,169,412, $26,793,694,
$542,687,937, $277,892,364, $933,828,112, $252,297,128, $789,610,651 and
$152,742,376, respectively.
THE CURRENT SUB-ADVISORY AGREEMENT
The Current Sub-Advisory Agreement, dated April 30, 1991, was unanimously ap-
proved on April 24, 1991 by a majority of the Directors, including a majority
of the Independent Directors. On September 30, 1991, a majority of the share-
holders of each of the Portfolios approved the Current Sub-Advisory Agreement
for an initial term expiring on April 30, 1993. The continuation of the Current
Sub-Advisory Agreement until April 30, 1997, was approved by the Directors, in-
cluding a majority of the Independent Directors, at a meeting of the Directors
held on April 30, 1996, called for the purpose of approving the Current Sub-Ad-
visory Agreement.
The Current Sub-Advisory Agreement may be terminated at any time without pen-
alty by IFG, the Board, a vote of a majority of the then-outstanding voting se-
curities of the respective Portfolio or by ITC. Termination by IFG or ITC re-
quires sixty (60) days' written notice to the other party and to the Company.
The Current Sub-Advisory Agreement provides that ITC, as sub-adviser to the
Portfolios, subject to the supervision of IFG and the Board, shall maintain a
continuous investment program for the Portfolios that is consistent with each
Portfolio's respective investment objectives and policies as set forth in the
Company's Registration Statement and in the Portfolio's Prospectus and SAI. In
the performance of such duties, the Sub-Adviser is obligated to provide each
Portfolio with the same services as those set forth above in clauses (i)
through (iv) with respect to the services provided to the Company and the Port-
folios by the Adviser.
The Current Sub-Advisory Agreement provides that as compensation for its
services, ITC shall receive from IFG, at the end of each month, a fee based
upon each Portfolio's average net assets, determined daily. Specifically, with
respect to each Portfolio, the fee is calculated at the annual rate of: 0.25%
of the first $200 million of the Portfolio's average net assets and 0.20% of
the Portfolio's average net assets over $200 million. The sub-advisory fees are
paid by IFG, and not by the Portfolios or their shareholders.
INFORMATION CONCERNING ADVISER AND AFFILIATED COMPANIES
IFG, a Delaware corporation, serves as the Company's investment adviser. IFG
is a wholly-owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"),
1315 Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an indirect whol-
ly-owned subsidiary of INVESCO./1/ The corporate headquarters of INVESCO are
located at 11 Devonshire Square, London EC2M 4YR, England. IFG's offices are
located at 7800 East Union Avenue, Denver, Colorado 80237. IFG currently serves
as investment adviser of 14 open-end investment companies having aggregate net
assets of $13.4 billion. Exhibit B to this Proxy Statement includes a list of
investment companies, including the Company, for which the Adviser or the Sub-
Adviser provides advisory services and which have similar investment objectives
to those of the Portfolios, and sets forth the net assets of and advisory fees
payable by such companies.
- ----------------
/1/ The intermediary companies between INAH and INVESCO are as follows: INVESCO,
Inc., INVESCO Group Services, Inc. and INVESCO North American Group, Ltd.,
each of which is wholly-owned by its immediate parent.
10
<PAGE>
The principal executive officer and directors of IFG and their principal oc-
cupations are:
Dan J. Hesser, Chairman of the Board, President, Chief Executive Offi-
cer; Brian N. Minturn, Executive Vice President and Director; Frank M.
Bishop, Director, also, President and Chief Operating Officer of INVESCO,
Inc.; Samuel T. DeKinder, Director, also, Institutional Marketing Manager
of INVESCO North America; Hubert L. Harris, Jr., Director, also, President
of INVESCO Services, Inc., Director of INVESCO, Chief Executive Officer of
INVESCO Individual Services Group; Robert J. O'Connor, Director, also,
Chief Executive Officer and President of INVESCO Retirement Plan Services,
a division of IFG; and R. Dalton Sim, Director, also, President and Direc-
tor of ITC.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237, with the exception of the address of
Messrs. Bishop, DeKinder and Harris, which is 1315 Peachtree Street, N.E., At-
lanta, Georgia 30309 and Mr. O'Connor, whose address is 1355 Peachtree Street,
N.E., Atlanta, Georgia 30309.
IFG also acts as the Company's Distributor. Pursuant to an Administrative
Services Agreement between the Company and IFG, IFG also provides administra-
tive services to the Company, including sub-accounting and recordkeeping serv-
ices and functions. During the fiscal year ended October 31, 1996, the Company
paid IFG total compensation of $536,556 in payment of such services ($26,275,
$14,751, $78,234, $52,965, $172,697, $50,540, $110,454 and $30,640 of such com-
pensation was paid IFG by the Energy Portfolio, the Environmental Services
Portfolio, the Financial Services Portfolio, the Gold Portfolio, the Health
Sciences Portfolio, the Leisure Portfolio, the Technology Portfolio and the
Utilities Portfolio, respectively).
During the fiscal year ended October 31, 1996, the Company paid IFG, which
also serves as the Company's registrar, transfer agent and dividend disbursing
agent, total compensation of $8,854,259 for such services ($385,446, $227,295,
$1,298,961, $889,509, $2,584,098, $1,133,674, $1,863,571 and $471,705 of such
compensation was paid IFG by the Energy Portfolio, the Environmental Services
Portfolio, the Financial Services Portfolio, the Gold Portfolio, the Health
Sciences Portfolio, the Leisure Portfolio, the Technology Portfolio and the
Utilities Portfolio, respectively).
Once the Merger is consummated and the Proposed Agreements are approved, IFG
fully intends to continue to provide the same level, quality and nature of the
foregoing services to the Company and its Portfolios as are currently being
provided.
INFORMATION CONCERNING SUB-ADVISER
INVESCO Trust Company ("ITC"), 7800 East Union Avenue, Denver, Colorado
80237, a Colorado trust company incorporated in 1969, is a wholly-owned subsid-
iary of IFG. IFG, as investment adviser, has contracted with ITC for investment
advisory and research services on behalf of the Energy Portfolio, the Environ-
mental Services Portfolio, the Financial Services Portfolio, the Gold Portfo-
lio, the Health Sciences Portfolio, the Leisure Portfolio, the Technology Port-
folio and the Utilities Portfolio. ITC has the primary responsibility for pro-
viding portfolio investment management services to the Portfolios. ITC also
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 ag-
gregate assets of approximately $12.5 billion as of October 31, 1996. In addi-
tion, ITC provides investment management services to private clients, including
employee benefit plans that may be invested in a collective trust sponsored by
ITC.
11
<PAGE>
The principal executive officer and directors of ITC and their principal oc-
cupations are:
R. Dalton Sim, President, Chief Executive Officer and Director; Frank M.
Bishop, Director, also, President and Chief Operating Officer of INVESCO,
Inc.; Samuel T. DeKinder, Director, also, Institutional Marketing Manager
of INVESCO North America; and Dan J. Hesser, Director, also, President,
Chief Executive Officer and Director of IFG.
The address of each of the foregoing officers and directors is set forth
above.
VOTE REQUIRED
As provided under the 1940 Act, approval of the Proposed Advisory Agreement
and the Proposed Sub-Advisory Agreement will require the affirmative vote of a
majority of the outstanding shares of each Portfolio voting separately as a
class. Such a majority is defined in the 1940 Act as the lesser of: (a) 67% or
more of the shares present at such meeting, if the holders of more than 50% of
the outstanding shares of each Portfolio are present or represented by proxy,
or (b) more than 50% of the total outstanding shares of each Portfolio.
THE DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS, RECOMMEND
THAT ALL OF THE COMPANY'S SHAREHOLDERS VOTE TO APPROVE THE PROPOSED ADVISORY
AGREEMENT BETWEEN THE COMPANY AND IFG AND THAT SHAREHOLDERS OF EACH OF THE
PORTFOLIOS VOTE TO APPROVE THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN IFG AND
ITC.
PROPOSAL 2: ELECTION OF DIRECTORS OF THE COMPANY
The Company currently has eleven Directors. Vacancies on the Board are gen-
erally filled by appointment by the remaining Directors. However, the 1940 Act
provides that vacancies may not be filled by Directors unless thereafter at
least two-thirds of the Directors shall have been elected by shareholders. To
enable the requirement to be met in the future without the necessity of call-
ing additional shareholder meetings, shareholders are being asked at this
Meeting to elect the current eleven Directors to hold office until the next
meeting of shareholders or until their successors are elected and qualified.
Under the provisions of the Company's by-laws, as permitted by Maryland law,
the Company does not anticipate holding annual shareholder meetings. Thus, the
Directors will be elected for indefinite terms.
Seven of the current Directors are "Independent Directors," i.e., Directors
who are not "interested persons" of the Company, as that term is defined in
the 1940 Act. The nominees for election as Directors have been proposed by the
Directors now serving or, in the case of nominees for positions as Independent
Directors, by the Independent Directors now serving. It is possible that the
Board will consider the election of one additional Independent Director at its
February 1997 meeting.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Company that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all val-
idly executed proxies for the election of the nominees named below. All of the
nominees have consented to being named in this Proxy Statement and to serve,
if elected, and no circumstances now known will prevent any of the nominees
from serving. If any nominee should be unable or unwilling to serve, the proxy
will be voted for a substitute nominee proposed by the present Directors or in
the case of an Independent Director nominee, by the Independent Directors.
12
<PAGE>
Set forth below is information concerning the nominees for Directors to be
elected at this Meeting:
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, DIRECTOR OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Charles W. Chairman of the Board of the Company. 1993
Brady*(3),(5),(6) Chief Executive Officer and Director
Age 61 of INVESCO and of various subsidiaries
thereof; Chairman of the Board of
INVESCO Advisor Funds, Inc. ("Advisor
Funds"), INVESCO Treasurer's Series
Trust ("Treasurer's Series Trust") and
The Global Health Sciences Fund
("GHSF").
Dan J. Hesser*(3),(5) President, Chief Executive Officer and 1993
Age 56 Director of the Company. Chairman of
the Board, President and Chief Execu-
tive Officer of IFG; Director of ITC;
Trustee of GHSF; Chairman and Director
of Britannia North American Holdings,
Inc.
Fred A. Vice Chairman of the Board of the Com- 1993
Deering(2),(3),(5) pany. Vice Chairman of Advisor Funds
Age 68 and Treasurer's Series Trust; Trustee
of GHSF; formerly, Chairman of the Ex-
ecutive Committee and Chairman of the
Board of Security Life of Denver In-
surance Company, Denver, Colorado; Di-
rector of ING America Life Insurance
Company, Urbaine Life Insurance Com-
pany and Midwestern United Life Insur-
ance Company.
Dr. Victor L. An- Director of the Company. Professor 1993
drews(4),(6) Emeritus, Chairman Emeritus and Chair-
Age 66 man of the CFO Roundtable of the De-
partment of Finance of Georgia State
University, Atlanta, Georgia; Presi-
dent, Andrews Financial Associates,
Inc. (consulting firm); formerly, mem-
ber 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., Sheffield
Total Return Fund and Sheffield Inter-
mediate-Term Bond Fund.
Bob R. Baker(3),(4),(5) Director of the Company. President and 1993
Age 60 Chief Executive Officer of AMC Cancer
Research Center, Denver, Colorado,
since January 1989.
Lawrence H. Bud- Director of the Company. Trust Consul- 1993
ner(2),(6) tant; prior to June 30, 1987, Senior
Age 66 Vice President and Senior Trust Offi-
cer of InterFirst Bank, Dallas, Texas.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, DIRECTOR OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Daniel D. Director of the Company. Financial 1993
Chabris(2),(3),(5) Consultant; Assistant Treasurer of
Age 73 Colt Industries Inc., New York, New
York, from 1966 to 1988.
A. D. Frazier, Jr.*(4) Director of the Company. Executive 1995
Age 52 Vice President of INVESCO; from 1991
to 1996, Senior Executive Vice Presi-
dent and Chief Operating Officer of
the Atlanta Committee for the Olympic
Games; Trustee of GHSF; Director of
Charter Medical Corp.
Hubert L. Harris, Jr.* Director of the Company. Chairman of 1996
Age 53 the Board and Chief Executive Officer
of INVESCO Services, Inc., Chief Exec-
utive Officer of INVESCO Individual
Services Group; Director of INVESCO;
President, Chief Executive Officer and
Chief Financial Officer of Advisor
Funds; President and Trustee of GHSF;
Trustee of Treasurer's Series Trust;
and President of the Georgia Institute
of Technology Alumni Association and
member of the Alumni Board of Trustees
thereof.
Kenneth T. Director of the Company. Formerly, 1993
King(3),(4),(5),(6) Chairman of the Board of The Capitol
Age 71 Life Insurance Company, Providence
Washington Insurance Company, and Di-
rector of numerous subsidiaries
thereof in the U.S.; formerly, Chair-
man of the Board of The Providence
Capitol Companies in the United King-
dom and in Guernsey; Chairman of the
Board of the Symbion Corporation (a
high technology company) until 1987.
John W. McIntyre(2) Director of the Company. Retired; for- 1995
Age 66 merly, 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 Corp.
and Citizens and Southern National
Bank; Director of Golden Poultry Co.,
Inc.; Trustee of GHSF and of Gables
Residential Trust.
</TABLE>
(1) As interpreted by the Securities and Exchange Commission, a security is
beneficially owned by a person if that person has or shares voting power
or investment power with respect to the security. The persons listed
have partial or complete voting and investment power with respect to
their respective Portfolio shares.
14
<PAGE>
(2) Member of Audit Committee.
(3) Member of Executive Committee.
(4) Member of Management Liaison Committee.
(5) Member of Valuation Committee.
(6) Member of Compensation Committee.
* Because of his affiliation with INVESCO, with the Company's investment
adviser or with companies affiliated with INVESCO, this individual is
deemed to be an "interested person" of the Company as that term is de-
fined in the 1940 Act.
As discussed above under Proposal No. 1, the terms of the Merger Agreement
require that immediately after the Merger is effected, 75% of the members of
the Board not be "interested persons" of the Company, as that term is defined
in the 1940 Act. As noted above, seven of the current Directors (63%) are In-
dependent Directors. Thus, the composition of the Board you are being asked to
elect would not meet the 75% requirement. Therefore, prior to the closing of
the Merger, it is the current intention that a sufficient number of "interest-
ed" Directors would resign from the Board so that the Board would be in com-
pliance with the 75% requirement at the time the Merger is effected.
The committees of the Board are the compensation committee, executive com-
mittee, audit committee, management liaison committee and valuation committee.
The Company does not have a nominating committee. During the intervals between
the meetings of the Board, and except for certain powers which, under applica-
ble law and/or the Company's by-laws, may only be exercised by the full Board,
the executive committee may exercise all powers and authority of the Board in
the management of Company business. All decisions are subsequently submitted
for ratification by the full Board. The audit committee, consisting of four
Independent Directors, meets periodically with the Company's independent ac-
countants and the executive officers of the Company. This committee reviews
the accounting principles being applied by the Company in financial reporting,
the scope and adequacy of internal controls, the responsibilities and fees of
the independent accountants and other matters. All of the recommendations of
the audit committee are reported to the full Board. During the past fiscal
year, the Board met four times, the audit committee met five times, the man-
agement liaison committee met four times and the compensation committee met
once. During the Company's last fiscal year, each director nominee attended
75% or more of the aggregate of the Board meetings and meetings of the commit-
tees of the Board on which he served.
The Company pays its Independent Directors the directors' fees and board
vice chairman and committee chairmen fees described below and reimburses Inde-
pendent Directors for travel expenses incurred in attending meetings. Messrs.
Brady, Harris, Hesser and, as of November 1, 1996, Frazier, as "interested
persons" of the Company and of other funds in the INVESCO Fund Complex,/2/ re-
ceive compensation and are reimbursed for travel expenses incurred in attend-
ing meetings as officers or employees of IFG or of its affiliated companies,
but do not receive any directors' fees or other compensation from the Company
or from other companies in the INVESCO Fund Complex for their services as Di-
rectors.
- ----------------
/2/ The following investment companies comprise the INVESCO Fund Complex:
INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerg-
ing 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. (collectively, the "IFG-Distributed Funds"); INVESCO
Advisor Funds, Inc.; The Global Health Sciences Fund; and INVESCO Treasur-
er's Series Trust.
15
<PAGE>
The following table sets forth, for the fiscal year ended October 31, 1996:
the compensation paid by the Company to its seven current Independent Direc-
tors (and to Mr. Frazier, for the period before he became an employee of
INVESCO on November 1, 1996) for services rendered in their capacities as Di-
rectors of the Company; the benefits accrued as Company expenses with respect
to the Defined Benefit Deferred Compensation Plan discussed below; and the es-
timated annual benefits to be received by these Directors upon retirement as a
result of their service to the Company. In addition, the table sets forth the
total compensation paid by all of the mutual funds in the INVESCO Fund Complex
to these Directors for services rendered in their capacities as directors or
trustees during the year ended December 31, 1995. As of December 31, 1995,
there were 48 funds in the INVESCO Fund Complex.
<TABLE>
<CAPTION>
PENSION / TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM INVESCO
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID
NAME AND POSITION THE COMPANY(1) COMPANY EXPENSES(2) RETIREMENT(3) TO DIRECTORS(1)
----------------- ----------------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice 15,392 4,536 3,775 87,350
Chairman of the Board
Victor L. Andrews, 14,147 3,995 4,162 68,000
Director
Bob R. Baker, Director 14,418 4,119 5,577 73,000
Lawrence H. Budner, 13,767 4,286 4,162 68,350
Director
Daniel D. Chabris, 14,492 4,891 2,958 73,350
Director
A. D. Frazier, Jr., 13,476 0 0 63,500
Director(4)
Kenneth T. King, 14,262 4,710 3,424 70,000
Director
John W. McIntyre, 13,550 0 0 67,850
Director(4)
------- ------ ------ -------
TOTAL 113,504 26,537 24,058 571,400
======= ====== ====== =======
% OF NET ASSETS 0.0035%(5) 0.0008%(5) 0.0043%(6)
</TABLE>
(1) The vice chairman of the Board, the chairmen of the audit, management
liaison and compensation committees, and the members of the audit, man-
agement liaison, executive and valuation committees receive compensation
for serving in such capacities in addition to the compensation paid to
all Independent Directors.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the Directors.
16
<PAGE>
(3) These amounts represent the Company's share of the estimated annual ben-
efits payable by the INVESCO Fund Complex (excluding GHSF, 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 Fund 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 Fund 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 Fund 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 Company
on April 19, 1995.
(5) Total as a percentage of the Company's net assets as of October 31,
1996.
(6) Total as a percentage of the net assets of the INVESCO Fund Complex as
of December 31, 1995.
The officers of the Company, all of whom are officers and employees of, and
paid by, IFG, are responsible for the day-to-day administration of the Company
and of each of the Portfolios. 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 IFG investment com-
mittee.
All of the officers and Directors of the Company hold comparable positions
with each of the IFG-Distributed Funds. In addition, all of the Directors of
the Company are also directors of INVESCO Advisor Funds, Inc. (formerly known
as The EBI Funds, Inc.); and, with the exception of Mr. Hesser, trustees of
INVESCO Treasurer's Series Trust.
VOTE REQUIRED
The Directors must be elected by a plurality of the votes present at the
Meeting in person or by proxy and entitled to vote, provided a quorum is pres-
ent.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE TO
ELECT ALL OF THE NOMINEES LISTED ABOVE.
PROPOSAL 3: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Directors of the Company, including a majority of its Independent Direc-
tors, have selected Price Waterhouse LLP to continue to serve as independent
accountants of the Company for the fiscal year ending October 31, 1997, sub-
ject to ratification by the Company's shareholders. This firm has no direct
financial interest or material indirect financial interest in the Company.
Representatives of this firm are not expected to attend the Meeting, but have
been given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
17
<PAGE>
The following summarizes Price Waterhouse LLP's audit services for the fis-
cal year ended October 31, 1996: audit of annual financial statements; prepa-
ration of the Company's federal and state income tax returns; preparation of
the Company's federal excise tax return; consultation with the Company's audit
committee; and routine consultation on financial accounting and reporting mat-
ters.
The Board authorized all services performed by Price Waterhouse LLP on be-
half of the Company. In addition, the Board annually reviews the scope of
services to be provided by Price Waterhouse LLP and considers the effect, if
any, that performance of any non-audit services might have on audit indepen-
dence.
An audit committee, consisting of four Independent Directors, meets periodi-
cally with the Company's independent accountants to review accounting and re-
porting requirements.
VOTE REQUIRED
The ratification of the selection of the independent accountants must be ap-
proved by a majority of the shares present at the Meeting in person or by
proxy and entitled to vote, provided a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE IN
FAVOR OF PROPOSAL 3.
OTHER BUSINESS
The management of the Company has no business to bring before the Meeting
other than the matters described above. Should any other business be presented
at the Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Company does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of
proxy for a subsequent shareholders' meeting should send their written propos-
als to the Secretary of the Company, 7800 East Union Avenue, Denver, Colorado
80237. The Company has not received any shareholder proposals to be presented
at this Meeting.
By Order of the Board of Directors,
/s/ Glen A. Payne
Glen A. Payne
Secretary
December 26, 1996
18
<PAGE>
EXHIBIT A
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 corpora-
tion, and INVESCO Strategic Portfolios, Inc., a Maryland corporation (the
"Fund").
WITNESSETH:
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 repre-
senting an interest in a separate portfolio of investments (the Energy Portfo-
lio, Environmental Services Portfolio, Financial Services Portfolio, Gold Port-
folio, 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 cove-
nants and agreements hereinafter contained, the parties hereto agree as fol-
lows:
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 Portfo-
lios, consistent with (i) the Portfolios' investment policies as set forth
in the Fund's Articles of Incorporation, Bylaws, and Registration State-
ment, 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 sta-
tus 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;
(d) to provide to the Fund's Portfolios the benefit of all of the in-
vestment 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 in-
vested 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.
A.1.-1
<PAGE>
With respect to execution of transactions for the Fund's Portfolios, the Ad-
viser 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, reli-
ability 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 negoti-
ated 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 secu-
rities, 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 demon-
strating 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 records, and recordkeeping and administrative functions relating to
employee benefit and retirement plans, which services and facilities are pro-
vided 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 re-
quired to respond to inquiries related to shareholder accounts; conducting pe-
riodic 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 informa-
tion, 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 rec-
ords so requested.
3. Payment of Costs and Expenses. The Adviser shall bear the costs and ex-
penses of all personnel, facilities, equipment and supplies reasonably neces-
sary 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;
A.1.-2
<PAGE>
(b) the fees, charges and expenses of any independent public accoun-
tants, custodian, depository, dividend disbursing agent, dividend rein-
vestment 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 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 employ-
ees of the Adviser or one of its affiliated companies and compensated as
such;
(g) the costs of printing and distributing reports, notices of share-
holders' 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 or-
ganization 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 regis-
tration 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 repre-
senting 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 thereun-
der);
(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 be-
tween 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 Agreement, the Ad-
viser may, to the extent it deems appropriate and subject to compliance with
the requirements of applicable laws and regulations, and upon receipt of writ-
ten approval of the Fund, make
A.1.-3
<PAGE>
use of its affiliated companies and their employees; provided that the Adviser
shall supervise and remain fully responsible for all such services in accor-
dance 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 Ad-
ditional 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 ex-
cess 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 deter-
mined.
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 here-
under 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 prompt-
ly. 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 invest-
ment 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 connec-
tion 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 agent for any party other than the Fund's Portfolios or re-
ceive 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 promul-
gated 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 execu-
tion, 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 in-
terested persons of the Adviser or the Fund by votes cast in person at a meet-
ing 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
A.1.-4
<PAGE>
assignment, unless an order is issued by the Securities and Exchange Commis-
sion conditionally or unconditionally exempting such assignment from the pro-
visions 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 ap-
plied.
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 para-
graph 5 earned prior to such termination.
8. Non-Exclusive Services. The Adviser shall, during the term of this Agree-
ment, 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 ad-
visable, 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 Ad-
viser 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 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 ef-
fective 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 Agree-
ment 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 ma-
jority 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.
A.1.-5
<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.
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
INVESCO FUNDS GROUP, INC.
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
A.1.-6
<PAGE>
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").
WITNESSETH:
WHEREAS, INVESCO STRATEGIC PORTFOLIOS, INC. (the "Fund") is engaged in busi-
ness 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 di-
vided 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 Port-
folio, Financial Services Portfolio, Gold Portfolio, Health Sciences Portfo-
lio, Leisure Portfolio, Technology Portfolio, and Utilities Portfolio) (here-
after 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 Portfo-
lios, and, upon receipt of written approval of the Fund, is authorized to re-
tain 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 hereinaf-
ter 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 an independent contractor and shall, un-
less otherwise expressly provided or authorized herein, shall have no author-
ity to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
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;
A.2.-1
<PAGE>
(b) to maintain a continuous investment program for the Fund's Portfo-
lios, consistent with (i) the Portfolios' investment policies as set forth
in the Fund's Articles of Incorporation, Bylaws, and Registration State-
ment, 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 sta-
tus 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 in-
vestment 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 in-
vested 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-Ad-
viser's best judgment, implement the policy of the Fund to obtain prompt and
reliable execution at the most favorable price obtainable. In assigning an exe-
cution 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 capabil-
ities, reliability of performance, and financial soundness and responsibility.
Research services prepared and furnished by brokers through which the Sub-Ad-
viser 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 bro-
ker or dealer for execution of any negotiated transaction, the Sub-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 Sub-Adviser shall consider such
"posted" commission rates, if any, together with any other information avail-
able at the time as to the level of commissions known to be charged on compara-
ble transactions by other qualified brokerage firms, as well as all other rele-
vant factors and circumstances, including the size of any contemporaneous mar-
ket in such securities, the importance to the Fund of speed, efficiency, and
confidentiality of execution, the execution capabilities required by the cir-
cumstances of the particular transactions, and the apparent knowledge or famil-
iarity 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 bene-
fit 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 ex-
penses in connection with the operations of the Fund's Portfolios.
A.2.-2
<PAGE>
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 de-
termined by a valuation made in accordance with the Fund's procedures for cal-
culating 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 Port-
folios' net asset value is suspended by the Directors of the Fund, the net as-
set 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 in-
vestment 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 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 ex-
clusive, 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 "affili-
ates") being free to render services to others. It is understood that direc-
tors, officers, employees and shareholders of the Fund are or may become in-
terested in the Sub-Adviser and its affiliates, as directors, officers, em-
ployees 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 port-
folio of the Fund's Portfolios, neither the Sub-Adviser nor any of its direc-
tors, 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.
A.2.-3
<PAGE>
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date it is approved by a ma-
jority 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 execu-
tion, and from year to year thereafter until its termination in accordance
with this Article VI, but only so long as such continuance is specifically ap-
proved 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 re-
quire 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 thereun-
der.
The Sub-Adviser agrees to furnish to the Directors of the Fund such informa-
tion 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 Ar-
ticle 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 inter-
ested 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 out-
standing voting securities of any of the Fund's Portfolios as to which such
amendment is applicable (other than an amendment which can be effective with-
out shareholder approval under applicable law).
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
In interpreting the provisions of this Agreement, the terms "vote of a ma-
jority of the outstanding voting securities," "assignments," "affiliated per-
son" and "interested person," when used in this Agreement, shall have the re-
spective 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.
A.2.-4
<PAGE>
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.
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.
A.2.-5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO TRUST COMPANY
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
INVESCO FUNDS GROUP, INC.
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
A.2.-6
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR
INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
BALANCED FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
BALANCED FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET 1996)
ASSETS)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCED FUND* Capital INVESCO INVESCO .60% of the first .30% of the first $130,629,237
Appreciation Funds Group, Trust $350 million; $350 million;
and Income Inc. Company .55% of the next .275% of the next
$350 million; $350 million;
.50% over .25% over
$700 million $1 billion
- -----------------------------------------------------------------------------------------------------------------
MULTI-ASSET Capital INVESCO INVESCO .75% of the first .375% of the first $12,702,769
ALLOCATION FUND* Appreciation Funds Group, Management $500 million; $500 million;
and Income Inc. & Research .65% of the next .325% of the next
$500 million; $500 million;
.50% over .25% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN Capital INVESCO INVESCO .75% of the first .20% of the first $1,129,593,849
FUND Appreciation Funds Group, Capital $500 million; $500 million;
and Income Inc. Management .65% of the next .17% of the next
$500 million; $500 million;
.50% over .13% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------------------
MULTIFLEX PORTFOLIO Capital INVESCO INVESCO 1% .35 of the first $243,766,866
Appreciation Services, Inc. Management $500 million;
and Income & Research .25% over
$500 million
- -----------------------------------------------------------------------------------------------------------------
FLEX PORTFOLIO Capital INVESCO INVESCO .75% .20% $473,695,882
Appreciation Services, Inc. Capital
and Income Management
- -----------------------------------------------------------------------------------------------------------------
VIF-TOTAL RETURN Capital INVESCO INVESCO .75% of the first .375% of the first $12,525,451
PORTFOLIO* Appreciation Funds Group, Capital $500 million; $500 million;
and Income Inc. Management .65% of the next .325% of the next
$500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------------------
MAXIM INVESCO Capital Great West INVESCO 1% .55% of first $5,909,241
ADR PORTFOLIO Appreciation Life Assurance Trust $50 million;
and Income Company Company .50% of next
$50 million;
.40% over
$100 million
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
BALANCED FUNDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
BALANCED FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET 1996)
ASSETS)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MAXIM INVESCO Capital Great West INVESCO 1% .50% of first $2,997,147
BALANCE PORTFOLIO Appreciation Life Trust $25 million;
and Income Assurance Company .45% of next
Company $50 million;
.40% of next
$25 million;
.35% in excess of
$100 million
- ----------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-2
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER WITH SIMILAR
INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
INCOME FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
INCOME FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE FEE RATE OCTOBER 31,
1996)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM BOND Current INVESCO INVESCO .50% of the first .25% of the first $10,884,689
FUND* Income; Funds Trust $300 million; $300 million;
Liquidity Group, Company .40% of the next .20% of the next
Inc. $200 million; $200 million;
.30% over .15% over
$500 million $500 million
- -----------------------------------------------------------------------------------------------------
INTERMEDIATE Capital INVESCO INVESCO .60% of the first .16% of the first $44,684,053
GOVERNMENT Appreciation Funds Capital $500 million; $500 million;
BOND FUND* and Income Group, Management .50% of the next .13% of the next
Inc. $500 million; $500 million;
.40% over .11% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
U.S. GOVERNMENT Current INVESCO INVESCO .55% of the first .25% of the first $58,176,601
SECURITIES Income Funds Trust $300 million; $200 million;
FUND* Group, Company .45% of the next .20% over
Inc. $200 million; $200 million
.35% over
$500 million
- -----------------------------------------------------------------------------------------------------
SELECT INCOME Current INVESCO INVESCO .55% of the first .25% of the first $265,380,728
FUND* Income Funds Trust $300 million; $200 million;
Group, Company .45% of the next .20% over
Inc. $200 million; $200 million
.35% over
$500 million
- -----------------------------------------------------------------------------------------------------
HIGH YIELD Current INVESCO INVESCO .50% of the first .25% of the first $398,615,748
FUND* Income Funds Trust $300 million; $200 million;
Group, Company .40% of the next .20% over
Inc. $200 million; $200 million
.30% over
$500 million
- -----------------------------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; INCOME FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
INCOME FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE FEE RATE OCTOBER 31,
1996)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VIF-HIGH YIELD Current INVESCO INVESCO .60% of the first .30% of the first $11,404,398
FUND* Income Funds Trust $500 million; $500 million;
Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% of over
$1 billion $1 billion
- ------------------------------------------------------------------------------------------------------
INCOME Capital INVESCO INVESCO .65% * .10% $27,752,586
PORTFOLIO Appreciation Services, Capital
and Income Inc. Management
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-4
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
INTERNATIONAL FUNDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
INTERNATIONAL 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTERNATIONAL Capital INVESCO INVESCO 1.0% of the first .25% of the first $94,586,594
GROWTH FUND Appreciation Funds Group, Asset $500 million; $500 million;
and Income Inc. Management .75% of the next .1875% of the next
$500 million; $500 million;
.65% over .1625% over
$1 billion $1 billion
- ----------------------------------------------------------------------------------------------------------
EUROPEAN FUND Capital INVESCO INVESCO .75% of the first .45% of the first $300,588,228
Appreciation Funds Group, Asset $350 million; $350 million;
Inc. Management .65% of the next .40% of the next
$350 million; $350 million;
.55% over .35% over
$700 million $700 million
- ----------------------------------------------------------------------------------------------------------
PACIFIC BASIN Capital INVESCO INVESCO .75% of the first .45% of the first $149,869,919
FUND Appreciation Funds Group, Asset $350 million; $350 million;
Inc. Management .65% of the next .40% of the next
$350 million; $350 million;
.55% over .35% over
$700 million $700 million
- ----------------------------------------------------------------------------------------------------------
EUROPEAN SMALL Capital INVESCO INVESCO .75% of the first .375% of the first $117,484,141
COMPANY FUND Appreciation Funds Group, Asset $500 million; $500 million;
Inc. Management .65% of the next .325% of the next
$500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- ----------------------------------------------------------------------------------------------------------
</TABLE>
B-5
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
INTERNATIONAL FUNDS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
INTERNATIONAL 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LATIN AMERICAN Capital INVESCO INVESCO .75% of the first .375% of the first $32,864,679
GROWTH FUND* Appreciation Funds Group, Asset $500 million; $500 million;
Inc. Management .65% of the next .325% of the next
$500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------------
ASIAN GROWTH Capital INVESCO INVESCO .75% of the first .375% of the first $16,483,400
FUND* Appreciation Funds Group, Asia $500 million; $500 million;
Inc. Limited .65% of the next .325% of the next
$500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------------
INTERNATIONAL Capital INVESCO INVESCO 1.0% .35% of the first $42,820,898
VALUE PORTFOLIO Appreciation Services, Inc. Capital $50 million;
and Income Management .30% of the next
$50 million;
.25% over
$100 million
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether the fee has been waived or absorbed during the Fund's
past fiscal year.
B-6
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR
INVESTMENT OBJECTIVE AND STRATEGIES TO THOSE OF THE COMPANY;
GROWTH & VALUE FUNDS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
GROWTH & 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VALUE EQUITY Capital INVESCO INVESCO .75% of the first .20% of the first $221,736,052
FUND Appreciation Funds Group, Capital $500 million; $500 million;
and Income Inc. Management .65% of the next .17% of the next
$500 million; $500 million;
.50% over .13% over
$1 billion $1 billion
- ---------------------------------------------------------------------------------------------------------
GROWTH FUND Long-Term INVESCO INVESCO .60% of the first .25% of the first $650,140,716
Capital Funds Group, Trust $350 million; $200 million;
Growth; Inc. Company .55% of the next .20% over
Current $350 million; $200 million
Income .50% over
Secondary $700 million
- ---------------------------------------------------------------------------------------------------------
DYNAMICS Capital INVESCO INVESCO .60% of the first .25% of the first $836,458,920
FUND Appreciation Funds Group, Trust $350 million; $200 million;
Inc. Company .55% of the next .20% over
$350 million; $200 million
.50% over
$700 million
- ---------------------------------------------------------------------------------------------------------
EMERGING Long-Term INVESCO INVESCO .75% of the first .25% of the first $275,668,167
GROWTH FUND* Capital Funds Group, Trust $350 million; $200 million;
Growth Inc. Company .65% of the next .20% over
$350 million; $200 million
.55% over
$700 million
- ---------------------------------------------------------------------------------------------------------
SMALL Long-Term INVESCO INVESCO .75% .375% $47,292,558
COMPANY Capital Funds Group, Management
FUND* Growth Inc. & Research
- ---------------------------------------------------------------------------------------------------------
EQUITY Capital INVESCO INVESCO .75% .20% $134,188,186
PORTFOLIO Appreciation Services, Inc. Management
and Income & Research
- ---------------------------------------------------------------------------------------------------------
</TABLE>
B-7
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR
INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
GROWTH & VALUE FUNDS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
GROWTH & 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN HANCOCK Aggressive John Hancock INVESCO .80% of the first .55% of the first $9,621,404
VARIABLE SERIES Growth Management $100 million; $100 million;
TRUST -- SMALL & Research .75% of the next .50% of the next
CAP VALUE $100 million; $100 million;
FUND .65% over .40% over
$200 million $200 million
- --------------------------------------------------------------------------------------------------------
MAXIM Long-Term Great West INVESCO 1% .55% of the first $2,997,147
INVESCO Capital Life Trust $25 million;
SMALL-CAP Growth Assurance Company .50% of the next
GROWTH Company $50 million;
PORTFOLIO .40% of the next
$25 million;
.35% over
$100 million
- --------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-8
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER WITH SIMILAR
INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
EQUITY INCOME FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
EQUITY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
INCOME FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL Current INVESCO INVESCO .60% of the first .25% of the first $4,206,106,717
INCOME FUND Income Funds Group, Trust $350 million; $200 million;
Inc. Company .55% of the next .20% over
$350 million; $200 million
.50% over
$700 million
- ------------------------------------------------------------------------------------------------------------
UTILITIES PORTFOLIO Capital INVESCO INVESCO .75% of the first .25% of the first $152,742,377
Appreciation Funds Group, Trust $350 million; $200 million;
and Income Inc. Company .65% of the next .20% over
$350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------------------
VIF-INDUSTRIAL Current INVESCO INVESCO .75% of the first .375% of the first $19,167,082
INCOME PORTFOLIO Income Funds Group, Trust $500 million; $500 million;
Inc. Company .65% of the next .325% of the next
$500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- ------------------------------------------------------------------------------------------------------------
VIF-UTILITIES Capital INVESCO INVESCO .60% of the first .30% of the first $1,295,949
PORTFOLIO Appreciation Funds Group, Trust $500 million; $500 million;
and Income Inc. Company .55% of the next .275% of the next
$500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- ------------------------------------------------------------------------------------------------------------
</TABLE>
B-9
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER WITH SIMILAR
INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY;
EQUITY INCOME FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
EQUITY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
INCOME FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMERICAN High Investment INVESCO .75% .50% of the first $320,023,507
SKANDIA TRUST -- Current Management Trust $25 million;
EQUITY INCOME Income; Inc. Company .45% of the next
PORTFOLIO Capital $50 million;
Growth .40% of the next
Secondary $25 million;
.35% over
$100 million
- ------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-10
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; SECTOR FUNDS
<TABLE>
<CAPTION>
SECTOR FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ENERGY Capital INVESCO INVESCO .75% of the first .25% of the first $236,169,412
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
ENVIRONMENTAL Capital INVESCO INVESCO .75% of the first .25% of the first $26,793,694
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
FINANCIAL Capital INVESCO INVESCO .75% of the first .25% of the first $542,687,937
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
GOLD Capital INVESCO INVESCO .75% of the first .25% of the first $277,892,364
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
HEALTH Capital INVESCO INVESCO .75% of the first .25% of the first $933,828,112
SCIENCES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
</TABLE>
B-11
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; SECTOR FUNDS
<TABLE>
<CAPTION>
SECTOR FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LEISURE Capital INVESCO INVESCO .75% of the first .25% of the first $252,297,128
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- -------------------------------------------------------------------------------------------------------
TECHNOLOGY Capital INVESCO INVESCO .75% of the first .25% of the first $789,610,651
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- -------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $4,225,087
CAPITAL Appreciation Funds Trust $500 million; $500 million;
GOODS FUND* Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $51,218,075
COMMUNICATIONS Appreciation Funds Trust $500 million; $500 million;
FUND and Income Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million
.45% over .225% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
REAL ESTATE Capital INVESCO INVESCO .90% .35% of the first $15,293,490
PORTFOLIO Appreciation Services, Realty $100 million;
and Income Inc. Advisers, .25% over
Inc. $100 million
- -------------------------------------------------------------------------------------------------------
GLOBAL HEALTH Capital INVESCO None 1.0% N/A $455,821,034
SCIENCES FUND** Appreciation Trust
Company,
Inc.
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
** Closed-end Fund
B-12
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO ENERGY PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Energy Portfolio of the
INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed
merger of A I M Management Group, Inc. into a wholly-owned U.S. subsidiary
of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- ------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO ENVIRONMENTAL SERVICES PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Environmental Services
Portfolio of the INVESCO Strategic Portfolios, Inc. (the "Company"), to be held
at the Denver Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado
80222, on Friday, January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and
at any adjournment thereof, upon the matters set forth below, all in accordance
with and as more fully described in the Notice of Special Meeting and Proxy
Statement, dated December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed
merger of A I M Management Group, Inc. into a wholly-owned U.S. subsidiary
of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
________________________________________________________________________________
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO FINANCIAL SERVICES PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Financial Services Portfolio
of the INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the
Denver Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on
Friday, January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any
adjournment thereof, upon the matters set forth below, all in accordance with
and as more fully described in the Notice of Special Meeting and Proxy
Statement, dated December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed merger of
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO
PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO GOLD PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Gold Portfolio of the INVESCO
Strategic Portfolios, Inc. (the "Company"), to be held at the Denver Marriott
Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday, January
31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment thereof,
upon the matters set forth below, all in accordance with and as more fully
described in the Notice of Special Meeting and Proxy Statement, dated December
26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc., such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company ("ITC"), such agreement to take effect only if the proposed
merger of A I M Management Group, Inc. into a wholly-owned U.S. subsidiary
of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
8
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
________________________________________________________________________________
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO HEALTH SCIENCES PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Health Sciences Portfolio of
the INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed merger of
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO
PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- ------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO LEISURE PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Leisure Portfolio of the
INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed merger of
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO
PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
________________________________________________________________________________
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO TECHNOLOGY PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Technology Portfolio of the
INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the
Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take
effect only if the proposed merger of A I M Management Group, Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed merger
of A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of
INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
<PAGE>
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO UTILITIES PORTFOLIO
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Utilities Portfolio of the
INVESCO Strategic Portfolios, Inc. (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect only
if the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Trust Company, such agreement to take effect only if the proposed merger of
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO
PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect eleven directors of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
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3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending October 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
________________________________________________________________________________
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
