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
INVESCO STRATEGIC PORTFOLIOS, INC.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DRAFT
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO STRATEGIC PORTFOLIOS, INC.
_________, 1997
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Dear INVESCO Strategic Portfolios, Inc. Shareholder:
Enclosed is a Proxy Statement for the [October 28, 1997] special meeting
of shareholders 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 "Funds"), all eight
series of INVESCO Strategic Portfolios, Inc. (the "Company").
As explained more fully in the attached Proxy Statement, shareholders of
each of the Funds will be asked to approve changes to the investment policies of
the Funds, to permit each of the Funds to invest in futures, options, puts and
calls, as well as modifying the diversification policies of each of the Funds.
Shareholders of each of the Funds also will be asked to approve a Plan and
Agreement of Distribution (the "Plan") applicable only to increased assets in
the Funds after November 1, 1997.
The board of directors of the Company believes that the changes in
investment policy and the Plan are in the best interests of the shareholders.
Therefore, we ask that you read the enclosed materials 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.
YOUR VOTE IS IMPORTANT. THE CHANGES IN INVESTMENT POLICIES AND THE PLAN WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE COMPANY, THE FUNDS
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 WHICH WOULD INCREASE COSTS TO SHAREHOLDERS. 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 ENVELOPE.
Sincerely,
__________________________________
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
<PAGE>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO STRATEGIC PORTFOLIOS, INC.
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [OCTOBER 28, 1997]
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Notice is hereby given that a special meeting of shareholders (the
"Meeting") 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 "Funds") the eight
series of INVESCO Strategic Portfolios, Inc. (the "Company") will be held at
the Hyatt Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237 on
[Tuesday, October 28, 1997], at 10:00 a.m., Mountain Time, for the following
purposes:
1. To approve or disapprove a change in the investment policy of each
Fund to allow each Fund to invest in futures, options, puts and
calls.
2. To approve or disapprove a change in the investment policy of each
Fund to permit more than five percent of the Fund's assets to be
invested in a single issuer, provided that such purchases do not
exceed thirty percent of the Fund's assets.
3. To approve or disapprove a Plan and Agreement of Distribution (the
"Plan") for each Fund.
4. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
The board of directors of the Company has fixed the close of business on
[September 4, 1997] as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Funds entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Funds for any purpose germane to the Meeting during ordinary business hours
after ________ __, 1997, 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
expect 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 approve Proposals 1, 2 and 3.
Your vote, then, could be critical in allowing the Company to hold the
Meeting as scheduled. By marking, signing, and promptly returning the enclosed
proxy, you may eliminate the need for additional solicitation. Your cooperation
is appreciated.
By Order of the Board of Directors,
Glen A. Payne
Secretary
Denver, Colorado
Dated: _________ __, 1997
<PAGE>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO STRATEGIC PORTFOLIOS, INC.
__________, 1997
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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 [OCTOBER 28, 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, 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 "Funds"), the eight
series of the Company, for use in connection with the special meeting of
shareholders of the Company (the "Meeting") to be held at 10:00 a.m., Mountain
Time, on [Tuesday, October 28, 1997], at the Hyatt Regency Tech Center, 7800 E.
Tufts Avenue, Denver, Colorado 80237, 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, AND SEMI-ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS OF THE COMPANY
FOR THE PERIOD ENDED APRIL 30, 1997, ARE AVAILABLE WITHOUT CHARGE UPON REQUEST
FROM GLEN A. PAYNE, SECRETARY OF THE COMPANY, AT P.O. BOX 173706, DENVER,
COLORADO 80217-3706 (TELEPHONE NUMBER 1-800-646-8372). The approximate mailing
date of proxies and this Proxy Statement is ________ __, 1997.
The primary purposes of the Meeting are to allow shareholders to consider
(i) a change in the investment policy of each Fund to allow each Fund to invest
in futures, options, puts and calls; (ii) a change in the investment policy of
each Fund to permit investment of more than five percent of the Fund's
assets in a single issuer, provided that such purchases do not exceed thirty
percent of the Fund's assets; and (iii) a Plan and Agreement of Distribution
(the "Plan") for each of the Funds.
The following factors should be considered by shareholders in determining
whether to authorize the change in investment policy to permit investment in
futures, options, puts and calls:
o The change in investment policy, if approved, would assist the Funds in
achieving their respective investment objectives.
o The change, if approved, will permit the Funds to invest only in these
instruments as a hedge against the volatility associated with investments
in the Funds.
<PAGE>
o If approved, the change could result in additional risks associated with
such investments.
The following factors should be considered by shareholders in determining
whether to authorize the change in investment policy to permit more than five
percent of a Fund's total assets to be invested in securities of a single
issuer, with a limit on all such investments of thirty percent of the
Fund's total assets:
o The change in investment policy, if approved, would assist the Funds in
achieving their respective investment objectives by providing the
flexibility permitted by law.
o If approved, the change could make a Fund's portfolio somewhat less
diversified.
The following factors should be considered by shareholders in determining
whether to approve the Plan:
o The Plan has been approved by the Board of Directors of the Company,
including the Directors who are completely independent of any
INVESCO-affiliated company (the "Independent Directors").
o The relationship of the Plan to the overall cost structure of the Funds.
o The potential long-term benefits of the Plan to the Funds and their
shareholders.
o The effect of the Plan on existing shareholders.
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 Proposals 1, 2 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
Meeting, 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 delivered the necessary instructions for the broker to vote the shares or
if the broker has and exercises discretionary voting power. Where the broker or
fiduciary 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
required quorum but will have the effect of a negative vote on any proposals on
which it does not vote.
<PAGE>
Because the proposals being submitted for a vote of the shareholders of
each Fund are similar, the Board determined to combine the proxy materials for
the Funds in order to reduce the cost of preparing, printing and mailing the
proxy materials.
In order to further reduce costs, the notices to shareholders having more
than one account in a Fund 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 Funds of record at the close of business on [September
4, 1997] (the "Record Date"), are entitled to vote at the Meeting, including 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 beneficial
interest of the Company, $.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,
[___________] of the Health Sciences Portfolio, [_________] shares of
the Leisure Portfolio, [_________________] shares of the Technology
Portfolio and [__________] shares of the Utilities Portfolio.
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
INVESCO Funds Group, Inc., the investment adviser and transfer agent of the
Funds, and INVESCO Distributors, Inc., personally or by telephone or telegraph,
without special compensation. Until September 29, 1997, INVESCO Funds Group,
Inc. is also the distributor of the Funds. Effective on that date, INVESCO
Distributors, Inc. will become the distributor of the Funds. INVESCO Funds
Group, Inc. and INVESCO Distributors, Inc. are referred to collectively as
"INVESCO." In addition, Shareholder Communications Corporation ("SCC") has been
retained to assist 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 SCC, by telephonic or electronically
transmitted instructions, to execute proxy cards on their behalf. Telephone
authorizations will be recorded in accordance with the procedures set forth
below. INVESCO believes that these procedures are reasonably designed to ensure
that the identity of the shareholder casting the vote is accurately 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 policy
against the acceptance of proxies signed by an orally authorized agent, provided
it adheres to the procedures set forth below.
<PAGE>
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 received
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 voting 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 shareholder
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 attends
the Meeting in person may vote by ballot at the Meeting, thereby canceling 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 half by INVESCO and half by the Company.
The Board may seek one or more adjournments of the Meeting to solicit
additional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote to approve Proposals 1, 2 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 required 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: APPROVAL OR DISAPPROVAL OF THE CHANGE IN INVESTMENT
POLICY PERMITTING INVESTMENTS IN FUTURES, OPTIONS, PUTS
AND CALLS.
Background
The current fundamental investment policies of the Funds concerning
investing in futures contracts and options, as disclosed in the Statement of
Additional Information, are as follows:
<PAGE>
Neither the Fund nor any Portfolio will:
...(3) buy or sell commodities, commodity contracts, oil, gas or other
mineral interests or exploration programs (however, the Portfolios may
purchase securities of companies which invest in the foregoing and may
enter into forward contracts for the purchase or sale of foreign
currencies, and the Gold Portfolio may invest up to 10% of its total
assets in gold bullion).
...(5) sell short or buy on margin, or write, purchase or sell puts or
calls or combinations thereof.
Under these fundamental investment policies, the Funds are prohibited from
investing in futures contracts or options. Of the 45 open-end mutual funds for
which INVESCO Funds Group, Inc. serves as investment adviser (the "INVESCO
Mutual Funds"), 21 have the ability to invest in futures contracts and options.
INVESCO Funds Group, Inc. and the Fund's sub-adviser, INVESCO Trust Company
("ITC") (collectively, "Fund Management") are asking shareholders to amend these
policies so that the Funds may invest in such instruments.
Reasons For The Requested Changes
Futures, options, puts and calls are part of a wider group of financial
instruments commonly known as "derivatives," because their value "derives" from
an underlying security or index. Although derivatives in recent years often have
been characterized as high-risk investments, such descriptions most often are
applied to the use of derivatives in an attempt to increase mutual fund
performance. Fund Management, to the contrary, wishes to utilize futures,
options, puts and calls in an attempt to hedge the risk inherent in any Fund's
portfolio. Although investment in such instruments presents a certain degree of
potential risk, in the opinion of Fund Management and the Board, the Funds'
present inability to hedge portfolio risk through the use of such instruments
may itself be a potential risk under certain market conditions. Although hedging
in this manner may potentially increase a Fund's investment return in certain
markets, that, of course, cannot be guaranteed. The primary purpose for the use
of these instruments by the Funds is a defensive one.
Options currently are traded on several companies' securities in which the
Funds invest and, in addition, options are available on several indexes that
reflect certain markets in which the Funds invest. The ability to trade in such
instruments may allow the Funds to hedge against downward price movements in
these securities and markets, thus enhancing a Fund's ability to protect the
value of its assets in declining markets.
Moreover, many of the Funds' competitors are authorized to use, and
actively do utilize futures, options, puts and calls. The Funds' present
inability to utilize these instruments puts the Funds at a competitive
disadvantage, to the potential detriment of their shareholders.
Of course, investment in such instruments is not without risk. The use of
these instruments requires skills and involves risks different from those
involved in trading the other instruments in which the Funds invest. Among these
<PAGE>
risks is the possibility that there may be imperfect correlation, or no
correlation at all, between price movements in an option or future and the
underlying instrument being hedged. The successful use of these instruments will
depend upon the ability of Fund Management to forecast price and interest rate
movements correctly. Should prices move in an unexpected manner, a Fund may not
achieve the potential benefits of these instruments or may realize losses and
thus be in a worse position than if such strategies had not been used. Your
attention is directed specifically to the descriptions of these instruments
under this proposal and to Exhibit A attached hereto which further describes
these risks.
Proposed Changes To Investment Policy
Fund Management and the Board have determined that the ability to invest
in futures, options, puts and calls would provide the Funds with an important
additional means for seeking to hedge the value of their portfolios, i.e.,
attempting to reduce the overall level of investment risk that normally would be
expected to be associated with a Fund's portfolio and attempting to protect each
Fund against market movements that might adversely affect the value of the
Fund's assets or the price of securities that a Fund is considering
purchasing. The Directors believe that the Funds would benefit from having the
flexibility to deal in such instruments, in addition to their other investments,
and that the Funds' investments in these instruments would be consistent with
each Fund's respective investment objective and policies. There can be no
assurance, however, that the use of these instruments by a Fund will assist it
in achieving its investment objective.
Accordingly, the Board, including all of the Independent Directors,
unanimously approved the proposed change in a meeting on May 16, 1997, and is
proposing that shareholders approve the modification of the above-quoted
fundamental investment policies of the Funds. Under the proposal, the language
of these fundamental investment policies would be revised to read, in their
entirety, as follows:
Neither the Fund nor any Portfolio will:
...(3) buy or sell commodities or commodity contracts (however, the Fund
may purchase securities of companies which invest in the foregoing). This
restriction shall not prevent the Fund from purchasing or selling options
on individual securities, security indexes, and currencies, or financial
futures or options on financial futures, or undertaking forward currency
contracts, and the Gold Portfolio may invest up to 10% of its total
assets in Gold Bullion.
...(5) sell short or buy on margin, except for the Fund's purchase or sale
of options or futures, or writing, purchasing or selling puts and calls.
In order to ensure that the proposed modification of the Funds'
fundamental investment policies will not have the effect of unduly increasing
the investment risk involved in investing in any Fund's shares and to ensure
that each Fund will continue to comply with and adhere to all limitations
imposed by the Commodity Futures Trading Commission (the "CFTC"), the Board also
has approved the following new non-fundamental investment policy for the Fund
which will be effective if Proposal 1 is adopted by the Fund's shareholders:
<PAGE>
The Funds will not (i) enter into any futures contracts or options
on futures contracts if immediately thereafter the aggregate margin
deposits on all outstanding futures contracts positions held by each Fund
and premiums paid on outstanding options on futures contracts, after
taking into account unrealized profits and losses, would exceed 5% of the
market value of the total assets of each Fund, or (ii) enter into any
futures contracts if the aggregate net amount of each Fund's commitments
under outstanding futures contracts positions of a Fund would exceed the
market value of the total assets of each Fund.
This new non-fundamental investment policy will result in each Fund being
able to invest up to 5% of its respective total assets as margin deposits for
futures contracts or options on futures contracts as long as that Fund's
commitments under any outstanding futures contracts is not greater than the
total assets of each Fund. Making this new policy a non-fundamental investment
policy will give the Board, which includes a majority of Directors who are
completely independent of any INVESCO-affiliated company, greater flexibility to
modify the policy in the future if any such modification is deemed to be in the
best interests of the Funds' shareholders.
Vote Required
As provided under the Investment Company Act of 1940 (the "1940 Act"),
approval of any investment policy change will require the affirmative vote of a
majority of the outstanding shares of each Fund voting as a separate 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 Fund are present or represented by proxy, or (b) more
than 50% of the total outstanding shares of each Fund.
If approved, this Proposal will take effect as soon as possible after any
remaining legal prerequisites to implementation of the Proposal have been
satisfied. If the shareholders of any particular Fund fail to approve this
Proposal, the Fund's above-quoted fundamental investment policies will remain
unchanged.
THE DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND
THAT EACH FUND'S SHAREHOLDERS VOTE
IN FAVOR OF PROPOSAL 1.
<PAGE>
PROPOSAL 2: APPROVAL OR DISAPPROVAL OF THE CHANGE IN INVESTMENT POLICY
PERMITTING MORE THAN FIVE PERCENT OF A FUND'S TOTAL ASSETS TO
BE INVESTED IN SECURITIES OF A SINGLE ISSUER, WITH A LIMIT ON
ALL SUCH INVESTMENTS OF THIRTY PERCENT OF THE FUND'S TOTAL
ASSETS.
Background
As stated in the Statement of Additional Information, the current
fundamental policy of the Company, applicable to all Funds, concerning the
percentage of a Fund's assets which can be invested in any one issuer is:
Neither the Fund nor any Portfolio will:
...(12) purchase securities (except obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities) if the purchase
would cause a Portfolio at the time to have more than 5% of the value of
its total assets invested in the securities of any one issuer or to own
more than 10% of the outstanding voting securities of any one issuer.
Under this fundamental investment policy, no Fund may purchase securities
(except obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if such purchase would cause a Fund immediately after such
purchase to have more than 5% of the value of its total assets invested in the
securities of any one issuer.
This restriction was put in place when the Company was formed in 1983 to
help ensure that each Fund meets the diversification requirements for a
regulated investment company under Subchapter M of the Internal Revenue Code
(the "Code") and Section 5 of the 1940 Act.
This investment limitation is more restrictive than the legal requirements
of either the 1940 Act or the Code. INVESCO Funds Group, Inc. ("INVESCO"), the
investment adviser to the Funds, and INVESCO Trust Company, Inc. ("ITC"), the
sub-adviser to the Funds (collectively, "Fund Management"), seek to ease this
investment limitation in order to give each Fund the ability, if desired, to
invest in excess of 5% of each Fund's assets in the outstanding securities of a
company in a particular sector. Such a change would permit the fundamental
investment restriction to remain in complete compliance with Subchapter M of the
Code and Section 5 of the 1940 Act.
Fund Management believes that this proposal will benefit shareholders of
the Funds by potentially increasing the Funds' investment returns. As
shareholders know, the Funds invest in comparatively narrow market sectors.
Although Fund Management recognizes the fundamental importance of
diversification of investments, it also recognizes that, particularly in sector
funds such as the Funds, it may be advantageous to invest more than 5% of a
Fund's assets in the securities of one or more companies within a sector. For
example, the passage of time has created certain dominant firms in several
sectors. These firms, by their very size, may drive the performance of a sector
as a whole. Under the present investment limitations, the Funds may not fully
participate in the upside potential of a given sector, because they are limited
in the amount that they may invest in the dominant company or companies in that
sector.
<PAGE>
Fund Management feels that it is beneficial to be able to construct a
diversified portfolio of investments for each Fund that more closely mirrors the
sector in which the Fund is concentrated. The Funds' present inability to
completely reflect the economic realities of their respective market sectors
puts the Funds at a competitive disadvantage, to the potential detriment of
their shareholders, inasmuch as competitors of the Funds generally have the
ability to concentrate investments, limited only by the legal requirements of
the Code and the 1940 Act. Fund Management seeks the same flexibility for the
Funds.
There is, of course, a possibility that increased concentration in one or
more companies in a narrow sector will increase a Fund's portfolio risk,
particularly in down markets. However, the risk that a Fund will not be able to
fully participate in the upside potential of a sector is present under the
current investment limitations.
Proposed Changes To Investment Policy
Fund Management and the Board have determined that the ability to invest
more heavily in certain companies, within the limitations imposed by the Code
and the 1940 Act, would provide the Funds an additional potential means of
improving Fund performance. The Directors believe that the Funds would benefit
from having the flexibility to make such investments, and that they would be
consistent with the respective Fund's investment objective and policies. There
can be no assurance, however, that such investments will assist any Fund in
achieving its investment objective.
Accordingly, the Board, including all of the Independent Directors,
approved the proposed change in a meeting on July 30, 1997, and is proposing
that shareholders approve the modification of the above-quoted fundamental
investment policy of the Company with respect to each Fund. Under the proposal,
the language of these fundamental investment policies would be revised to read,
in their entirety, as follows:
Neither the Fund nor any Portfolio will:
...(12) With respect to seventy-five percent (75%) of each Portfolio's
total assets, purchase the securities of any one issuer (except cash items
and "government securities" as defined under the 1940 Act), if the
purchase would cause a Portfolio to have more than 5% of the value of its
total assets invested in the securities of such issuer or to own more than
10% of the outstanding securities of such issuer....
This modified fundamental investment policy will provide the portfolio
managers with the flexibility to invest more than 5% of a particular Fund's
assets in some of the large companies within their particular sector, provided
such purchases do not exceed 30% of the Fund's assets.
Vote Required
As provided under the 1940 Act, approval of the investment policy change
will require the affirmative vote of a majority of the outstanding shares of
each Fund voting as a separate 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
<PAGE>
holders of more than 50% of the outstanding shares of each Fund are present or
represented by proxy, or (b) more than 50% of the total outstanding shares of
each Fund.
If approved, this Proposal will take effect as soon as possible after any
remaining legal prerequisites to implementation of the Proposal have been
satisfied. If the shareholders of any particular Fund fail to approve this
Proposal, the Fund's above-quoted fundamental investment policies will remain
unchanged.
THE DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND
THAT EACH FUND'S SHAREHOLDERS
VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3: APPROVAL OR DISAPPROVAL OF THE PLAN
Background
At this meeting, shareholders are to consider a Plan and Agreement of
Distribution (the "Plan") approved by the Board on May 16, 1997. The reasons why
the Directors, including all of the Independent Directors, determined that it
was reasonably likely that the Plan would contribute to an increase in sales of
shares of the Funds, with resulting benefits to the Funds and their
shareholders, are set forth in detail below. Briefly, the Board determined that
an enhanced marketing effort by INVESCO on behalf of the Funds would benefit
each Fund in maintaining and improving its market share, and that such an effort
would be enhanced by adoption of the Plan, under which each Fund's assets will
be available to compensate INVESCO for a portion of the costs of marketing and
distributing shares of the Fund.
Changing Mutual Fund Distribution Patterns
In years past, no-load mutual funds such as those offered by the Company
were sold directly by their distributors. Today, no-load mutual funds
increasingly are sold through the efforts of third parties such as
broker-dealers, banks, investment advisers, consultants and others. Some of
these third parties are compensated for sales efforts; others are compensated
for ongoing services that they provide to mutual fund shareholders; still others
are compensated for both. A survey of the mutual fund industry by Lipper
Analytical Services, Inc. ("Lipper") shows that as of _________________,
_______% of new assets in mutual funds came to those funds via third party
distribution channels during _________________. The INVESCO Mutual Funds are no
different from the rest of the industry in this respect. INVESCO has advised the
Company that nearly 80% of the gross purchases of all INVESCO Mutual Funds in
calendar year 1996 came through third party distribution channels.
While the mutual fund industry has evolved increasingly toward fee-based
compensation of third party intermediaries, the Company's pricing structure has
remained unchanged. Historically, INVESCO Funds Group, Inc., the Funds'
investment adviser, has compensated these third parties, and paid a wide variety
of advertising and other marketing expenses, out of the revenues it derives from
the Funds for portfolio management and other services provided to the Funds. In
the judgement of INVESCO and the Board, continuing this approach places the
Funds at a competitive marketing disadvantage to their peers.
<PAGE>
Although the INVESCO Mutual Funds have grown significantly in the past
five years, INVESCO and the Company compete against management companies having
far greater resources at their command. The costs of marketing the Funds have
increased substantially over the last few years. In 1992, INVESCO spent $6.7
million marketing the INVESCO Mutual Funds; in 1996, INVESCO spent $11 million
on such efforts. Thus, INVESCO must spend a far greater dollar amount in 1997
simply to maintain the same level of marketing for the Funds that they had in
199_. While INVESCO cannot outspend its competitors, it must spend at least
enough to provide what its competitors offer to third parties to distribute
their mutual funds and to generally inform investors that the Funds offer
attractive alternatives to other fund groups. INVESCO has advised the Board that
to do both requires a significant increase in the money and personnel devoted to
marketing shares of the Funds.
This is a need that is not unique to the Company, or to the INVESCO Mutual
Funds as a group. In order to increase revenue available for spending in the
areas of advertising, sales promotion, and maintenance of an effective sales
effort, many competing mutual fund groups, both load and no-load, have adopted
distribution plans pursuant to Rule 12b-1 of the 1940 Act, under which fund
assets are available to pay certain expenses of distributing fund shares.
Several of the INVESCO Mutual Funds adopted 12b-1 plans in 1990, and most
new INVESCO Mutual Funds started since that time have such plans. Again, this is
not unique. Data on the mutual fund industry compiled by Lipper shows that at
December 31, 1996, 6,367 of the 10,118 open-end mutual funds registered with the
SEC (62.9%) were using fund assets to pay for distribution expenses, either
through Rule 12b-1 plans or a direct charge against fund assets. In 1990, only
54.6% of all such funds had such payments in place. According to INVESCO, one
reason why many no-load funds have adopted Rule 12b-1 plans is to give them a
means, through payment of trail commissions, to compensate third party
broker-dealers for helping to sell fund shares.
It is important to note that adoption of the Plan will not result in a
windfall of revenue for INVESCO. INVESCO has committed to the Board that it will
continue bearing expenses of marketing the Funds at least equal to the level of
expenses that it is currently bearing. Thus, adoption of the proposed Plan will
have the effect of making additional moneys available for promotion and
marketing of the Funds, but will not result in increased profits to INVESCO from
INVESCO's reducing its own marketing expenditures.
The Board and INVESCO believe that the adoption of the Plan is likely to
improve the sales of Fund shares by providing third party distributors with an
incentive to sell shares of the Funds, and will allow INVESCO to embark on an
enhanced marketing effort on behalf of the Funds which the Board and INVESCO
believe is required if the Funds are to remain competitive in the marketplace.
Impact Of The Proposed Plan On The Cost Structures Of The Funds
The proposed Plan would authorize use of a small percentage of assets of
the Funds to compensate INVESCO for expenditures it undertakes to promote sales
of Fund shares. The Plan would limit the amount of a Fund's assets which could
be used for this purpose during any 12-month period to a maximum of 0.25 of 1%
<PAGE>
(25 basis points) of the assets of that Fund. Any increase in this rate would
require consent of the Board and shareholders of the Fund. The compensation
allowed under the proposed Plan is modest in comparison to Rule 12b-1 plans that
have been adopted by many other mutual funds. Some funds have adopted
distribution plans authorizing in excess of 1% of fund assets on an annual basis
to be used to reimburse the distributor for the costs of marketing fund shares.
The proposed Plan is PROSPECTIVE in nature. Thus, it will only apply to
the increase in assets of the Funds which occurs after the Plan is implemented.
If approved by shareholders, the Plan will become effective on November 1, 1997,
and the first payments under the Plan will be made on or about December 5, 1997.
Therefore, the Plan will apply only to the increase in assets in the Funds on or
after November 1, 1997. To illustrate how the Plan will work, assume that a Fund
has $500 million in assets on October 31, 1997. Assume further that the Fund
increases its assets to $550 million in November 1997. Under this illustration,
the Plan will apply to $50 million in Fund assets and the cost of the Plan will
be absorbed pro rata by all shareholders.
Adoption of the proposed Plan will only increase expenses a shareholder
would pay on a $1,000 investment in the Funds (assuming a 5% annual return) by
$2.63 for one year. Another way of looking at the effect of this proposal is to
consider the fact that, if a Fund had a net asset value per share of $10, the
deduction of the maximum Rule 12b-1 charge would reduce the price per share by
two and one-half cents ($.025) for the entire year ($.00007 per share per day).
Daily changes in the market price of the Funds' securities often result in a
fluctuation in the Funds' net asset values per share by an amount greater than
the yearly amount of the reduction in the per share net asset values that will
result from the Rule 12b-1 charge. If the Plan had been effective at June 30,
1996, based on the average daily net assets of each Fund's portfolios and the
purchases of Fund shares made after that date, as of June 30, 1997, the maximum
annual payments of the Funds for the twelve months then ended would have been:
Energy Portfolio $
Environmental Services Portfolio $
Financial Services Portfolio $
Gold Portfolio $
Health Sciences Portfolio $
Leisure Portfolio $
Technology Portfolio $
Utilities Portfolio $
Shareholders may recall that certain of the INVESCO Mutual Funds adopted
similar plans pursuant to Rule 12b-1 in 1990. In general, mutual funds with such
plans tend to increase assets more rapidly than those without such plans. The
increased assets, in turn, may result in reaching advisory fee breakpoints more
quickly, and in allocating expenses over more accounts and more assets.
Increased assets also may allow the adviser to waive percentages of advisory
<PAGE>
fees. Thus, while shareholders in the INVESCO Mutual Funds named below approved
plans allowing for fees of 0.25%, with one exception, the net increase in fees
has not equalled 0.25%.
================================================================================
Fund 1990 Fiscal Year-End 1996 Fiscal Year-End
Total Expenses Total Expenses
- --------------------------------------------------------------------------------
INVESCO Dynamics Fund 0.98% 1.12%
INVESCO Growth Fund 0.78% 1.05%
INVESCO High Yield Fund 0.94% 0.98%
INVESCO Industrial Income Fund 0.76% 0.93%*
INVESCO Tax-Free Long-Term Bond Fund 0.75% 0.90%**
INVESCO Select Income Fund 1.01% 1.00%***
INVESCO U.S. Government Securities Fund 1.07% 1.00%****
================================================================================
* Reflects fee waiver of 0.03%
** Reflects fee waiver of 0.13%
*** Reflects fee waiver of 0.15%
**** Reflects fee waiver of 0.46%
INVESCO cannot, of course, promise that the Funds will have a similar
experience. The data provided merely illustrates that, if shareholders agree to
impose a 0.25% fee pursuant to Rule 12b-1, the expenses of a fund do not
automatically increase by 0.25%.
Benefits To Existing Shareholders Of The Funds
Shareholders will no doubt observe that adoption of the proposed Plan may
benefit the Funds and INVESCO, but may wonder whether the Plan will benefit
them.
First, as noted above, it is important to understand that the Plan will
only apply to the increase in assets of the Funds which occurs after the Plan is
implemented. Thus, the Plan is prospective in nature, and will only apply to the
increase in assets in the Funds on or after November 1, 1997. Therefore, the
initial increases in the expenses of the Funds are expected to be substantially
less than the 0.25% maximum amount for which approval is sought, because
payments will be made only as to shares acquired on or after November 1, 1997.
As the proportion of Fund shares purchased on or after that date to the total
number of outstanding shares of the Funds increases, the actual expenses caused
by Plan payments also will increase (but in no event will exceed 0.25% of the
average annual net assets of each Fund).
<PAGE>
The Board and INVESCO believe that there is a reasonable likelihood that
there will be benefits to existing shareholders, including:
o Enhanced marketing efforts, if successful, should result in an
increase in net assets through the sale of additional shares and
afford greater resources with which to pursue the investment
objectives of the Company's Funds;
o The sale of additional shares reduces the likelihood that redemption
of shares will require the liquidation of a Fund's securities in
amounts and at times that are disadvantageous for investment
purposes and, therefore, disadvantageous to the remaining
shareholders;
o The positive effect which increased Fund assets will have on its
revenues could allow INVESCO:
o To have greater resources to make the financial commitments
necessary to improve the quality and level of Fund and
shareholder services (in both systems and personnel);
o To increase the number and type of mutual funds available to
investors from INVESCO (and support them in their infancy),
and thereby expand the investment choices available to all
shareholders; and
o To acquire and retain talented employees who desire to be
associated with a growing organization.
Moreover, increased Fund assets may result in reducing each investor's
share of certain expenses through economies of scale (e.g., allocating fixed
expenses over a larger asset base), thereby partially offsetting the costs of
the Plan.
Protections Afforded Shareholders Under The Proposed Plan
The proposed Plan is described in detail below. However, the Board and
INVESCO believe that shareholders should recognize certain protections that are
either in the proposed Plan itself or are embedded in the proposed Plan under
the terms of Rule 12b-1 under the 1940 Act.
No Carryover Of Expenses
The proposed Plan does NOT permit carrying over distribution expenses in
excess of the above 25 basis points to subsequent periods. As you may know, many
Rule 12b-1 plans of other mutual funds permit the carrying over of such excess
expenses (subject to the approval of those funds' boards), and the
resultant buildup of large expense accruals subject to compensation. Building
up of large expense accruals is a major complaint that is often raised
concerning the operation of Rule 12b-1 plans.
<PAGE>
Quarterly Review By The Board Of Directors
INVESCO will be required to submit reports to the Board on a quarterly
basis concerning the marketing expenses that have been compensated under the
Plan; and, very importantly, the Directors will be able to terminate the Plan at
any time, which would terminate subsequent Plan payments. The Board must approve
annually the continuation of the Plan, or such Plan will terminate automatically
along with the payments under it by the Fund.
Description Of The Plan
On May 16, 1997, the Board adopted the proposed Plan, subject to approval
by shareholders of the Funds. A copy of the Plan is attached as Exhibit B. The
distribution expenses borne by each Fund will be in addition to the distribution
expenses that INVESCO currently bears, and that it intends to continue bearing,
pursuant to a commitment INVESCO has made to the INVESCO Mutual Funds. The Plan
will obligate INVESCO to submit quarterly reports of expenditures under the Plan
to the Board. Such quarterly reports will be reviewed by the Board, including a
majority of the Independent Directors. In addition, INVESCO has made a
commitment to the Directors to provide them with the proposed annual budget for
its marketing efforts on behalf of the INVESCO Mutual Funds, including the
Company's Funds.
Each Fund is authorized under the proposed Plan to use its assets to
finance certain activities relating to the distribution of its shares to
investors. Under the Plan, monthly payments may be made by a Fund to INVESCO to
permit it, at INVESCO's discretion, to engage in certain activities, and provide
certain services approved by the Board in connection with the distribution of
each Fund's shares to investors. These activities and services may include the
payment of compensation (including incentive compensation and/or continuing
compensation based on the amount of customer assets maintained in the Funds) to
securities dealers and other financial institutions and organizations, which may
include INVESCO-affiliated companies, to obtain various distribution-related
and/or administrative services for the Funds. Such services may include, among
other things, processing new shareholder account applications, preparing and
transmitting to the Funds' Transfer Agent computer processable tapes of all
transactions by customers, and serving as the primary source of information to
customers in answering questions concerning the Funds and their transactions
with the Funds.
In addition, other permissible activities and services include advertising,
the preparation and distribution of sales literature, printing and distributing
prospectuses to prospective investors, and such other services and promotional
activities for the Funds as may from time to time be agreed upon by the Company
and the Board, including public relations efforts and marketing programs to
communicate with investors and prospective investors. These services and
activities may be conducted by the staff of INVESCO or its affiliates or by
third parties.
Under the Plan, the Company's payments to INVESCO on behalf of each Fund
are limited to an amount computed at an annual rate of 0.25% of each Fund's
average net assets during the month. INVESCO is not entitled to payment for
overhead expenses under the Plan, but may be paid for all or a portion of the
<PAGE>
compensation paid for salaries and other employee benefits for the personnel of
INVESCO whose primary responsibilities involve marketing shares of the INVESCO
Mutual Funds, including the Funds. Payment amounts by each Fund under the Plan,
for any month, may be made to compensate INVESCO for permissible activities
engaged in and services provided by INVESCO during the rolling 12-month period
in which that month falls, although this period is expanded to 24 months for
obligations incurred during the first 24 months of each Fund's operations.
Therefore, any obligations incurred by INVESCO in excess of the limitations
described above will not be paid by the Funds under the Plan, and will be borne
by INVESCO. In addition, INVESCO may from time to time make additional payments
from its revenues to securities dealers and other financial institutions that
provide distribution- related and/or administrative services for the Funds. No
further payments will be made by the Funds under the Plan in the event of its
termination. Also, any payments made by the Funds may not be used to finance
directly the distribution of shares of any other fund of the Company or other
mutual fund advised by INVESCO. Payments made by each Fund under the Plan for
compensation of marketing personnel, as noted above, are based on an allocation
formula designed to ensure that all such payments are appropriate.
INVESCO will bear any distribution-related expenses in excess of the
amounts which are compensated pursuant to the Plan. The Plan also authorizes any
financing of distribution which may result from INVESCO's use of its own
resources, including profits from investment advisory fees received from the
Funds, provided that such fees are legitimate and not excessive.
The Plan is subject to the requirements of Rule 12b-1 under the 1940 Act.
The Plan has been approved by the Company's Board, including all of the
Independent Directors, and is being submitted to the shareholders of the Funds
for approval at this shareholders' meeting. Under Rule 12b-1, the Board must
review expenditures under the Plan no less often than quarterly, and the Plan
may continue in effect only so long as such continuance is approved at least
annually by the Board, including a majority of the Independent Directors. A
material amendment to the Plan requires approval by the Board, including a
majority of the Independent Directors, and any amendment which would materially
increase the amount which any of the Funds may expend under the Plan also
requires approval by a majority of the outstanding shares of those Funds. The
Plan and any agreements relating to its implementation may be terminated, in the
case of the Plan, at any time, and in case of any agreements, upon sixty days'
written notice to the other party, by vote of a majority of the Independent
Directors or by the vote of a majority of the outstanding shares of the Funds.
Such agreements will also terminate automatically if assigned. So long as the
Plan continues in effect, the selection and nomination of the disinterested
Directors of the Company are committed to the discretion of the Independent
Directors.
Basis Of Board Of Directors' Recommendations
The Independent Directors had available to them the assistance of outside
legal counsel throughout the process of determining whether to approve the Plan.
Prior to and during the meetings the Independent Directors requested and
received all information they deemed necessary to enable them to determine
whether the Plan is in the best interests of the Company, the Funds and their
shareholders. At the meetings, the Independent Directors reviewed materials
furnished by Fund management and also met with representatives of INVESCO.
<PAGE>
In connection with their consideration of the proposed Plan, the Directors
were furnished with a draft of the Plan and related materials, including a
memorandum from INVESCO, which outlined the uses and benefits of distribution
plans under Rule 12b-1 of the 1940 Act currently being used in the mutual fund
industry, and certain data concerning such plans prepared by INVESCO In
addition, the Company's legal counsel provided additional information,
summarized the provisions of the proposed Plan, and discussed the legal and
regulatory considerations in adopting such Plan.
In approving the Plan, the Directors determined, in the exercise of their
business judgment and in light of their fiduciary duties under state law and the
1940 Act, that, based upon the material requested and evaluated by them, the
Plan is reasonably likely to benefit the Funds and their shareholders.
The Directors considered various factors relevant to the Funds' situation,
including the investment and sales history of the Funds, their marketing
experience using INVESCO as distributor, possible ways in which sales of shares
could be increased, and the effect of the proposed Plan on the Funds and their
shareholders. The Board also noted that while shareholders of several INVESCO
Mutual Funds did not approve distribution plans similar to the proposed Plan in
1990, shareholders of several others did approve such plans. During the last
five years that those current Rule 12b-1 Plans have been in effect, there have
been positive results. The tables below, prepared by INVESCO, summarize certain
of these results by noting the percentage increase in gross and net sales during
calendar years 1992, 1993, 1994, 1995, and 1996 of both the INVESCO 12b-1 and
non-12b-1 Mutual Funds which were in existence when the current 12b-1 Plans were
instituted. These figures were calculated by comparing the gross and net sales
of the relevant INVESCO 12b-1 and non-12b-1 Funds over these years to these
Funds' gross and net sales during calendar year 1990. They include exchanges and
dividend reinvestments, but do not include information with respect to INVESCO
Value Trust, which was not distributed by INVESCO in 1990.
================================================================================
Percent of Gross Sales Increase
- --------------------------------------------------------------------------------
Type of Funds 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
INVESCO 617.99% 538.96% 442.01% 307.33% 331.58%
12b-1 Funds
- --------------------------------------------------------------------------------
INVESCO Non- 146.93% 225.79% 122.27% 147.45% 291.47%
12b-1 Funds
================================================================================
<PAGE>
================================================================================
Percent of Net Sales Increase
- --------------------------------------------------------------------------------
Type of Funds 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
INVESCO 1110.61% 747.03% 80.79% 103.23% 18.95%
12b-1 Funds
- --------------------------------------------------------------------------------
INVESCO Non- 22.97% 140.41% -89.11% 7.70% 96.93%
12b-1 Funds
================================================================================
These figures show that, except for the net sales figures for 1996, the
gross and net sales of the INVESCO 12b-1 Mutual Funds compare favorably to the
gross and net sales of the INVESCO Mutual Funds without 12b-1 plans over this
entire time period. In short, the addition of 12b-1 plans for certain of the
INVESCO Mutual Funds in 1990 appears to have resulted in increased gross sales,
and, with one exception, increased net sales of those INVESCO Mutual Funds,
compared to the INVESCO Mutual Funds without such plans.
The Board concluded that the changing mutual fund marketplace since 1990,
coupled with rising costs, dictated that shareholders should be asked again to
approve the Plan at this time.
It was also represented to the Board that there would be no diminution of
the promotional and marketing efforts currently maintained by INVESCO in
connection with promoting sales of shares of the Funds. At the meeting, it was
suggested that the moneys made available under the proposed Plan could be used
for direct support of targeted advertising and promotional campaigns for the
Funds in specific regional areas, as well as for general promotion and
advertising of the Funds. The Directors specifically questioned INVESCO's
Management as to why it believed adoption of the proposed Plan could be expected
to stimulate additional sales of shares of the Funds, thereby assisting the
Funds by increasing the present asset base. After discussion, it was agreed that
it was reasonable to expect that an enhanced marketing effort by INVESCO on
behalf of the Funds, together with the ability to compensate third party
broker-dealers for helping to sell the Funds' shares, would have a reasonable
likelihood of producing these results. The Board also placed importance on the
fact that the Board and, in particular, the Independent Directors, would be able
to monitor the nature, manner and amount of expenditures of the Funds under the
Plan by reviewing the quarterly reports of INVESCO's distribution expenditures
that INVESCO is obligated to provide the Board, and by being able to terminate
the Plan, and thereby end all obligations of the Funds to make payments
thereunder, at any time.
In approving the proposed Plan, the Board took into account, among other
things, the following factors: the nature and causes of the problems or
circumstances which made implementation of the Plan advisable and appropriate;
the way in which the Plan would address these problems or circumstances,
including the nature and potential amount of the expenditures; the relationship
of such expenditures to the overall cost structure of the Funds; the nature of
the anticipated benefits; the time it might take for those benefits to be
achieved; the merits of possible alternative plans; the interrelationship
between the Plan and the activities of INVESCO; and the effect of the Plan on
existing shareholders.
<PAGE>
The Directors concluded that approval of the Plan was warranted in that
there was reasonable likelihood that the Funds and their shareholders will
benefit from adoption of the Plan in the following ways:
o The sale of additional shares reduces the likelihood that redemption
of shares will require the liquidation of portfolio securities in
amounts and at times that are disadvantageous for investment
purposes;
o Enhanced marketing efforts, if successful, should result in an
increase in net assets and afford greater flexibility in pursuing
the investment objectives of the Funds;
o Increased Fund assets could allow INVESCO to: have greater resources
to make the financial commitments necessary to improve the quality
and level of Fund and shareholder services (in both systems and
personnel); increase the number and type of mutual funds in the
group (and support them in their infancy) and thereby expand the
investment choices available to all shareholders; and acquire and
retain talented employees who desire to be associated with a growing
organization; and
o The cost to the Funds of the Plan would be partly offset to the
extent that increased Fund assets result in economies of scale
(e.g., sharing fixed expenses over a larger asset base).
The Directors concluded that the various possible benefits described above
would be of substantially equal significance to both new and existing
shareholders of the Funds, and thus no unfair burden will fall on any group of
Fund shareholders from adoption of the proposed Plan. In addition, while INVESCO
will benefit from increased management fees as a result of growth in Fund
assets, the Directors concluded that such benefit to INVESCO will not be
disproportionate to the above-described anticipated benefits to the Funds and
shareholders of the Funds resulting from growth in Company assets. Finally,
while adoption of the proposed Plan will increase the expense ratio of the Funds
by the amount of the distribution payments from assets of the Funds (less any
economies of scale attributable to the Plan), the Directors were satisfied that
the increased expense ratio will not be out of line with the expense ratios of
comparable mutual funds.
The Directors recognized that there is no assurance that the expenditures
of assets of the Funds to finance distribution of shares of the Funds will
result in additional sales of shares or in an increase in the net assets of the
Funds, upon which the above benefits depend. The Directors determined, however,
that there is a reasonable likelihood that one or more of such benefits will
result and that they will be in a position to monitor the distribution expenses
of the Funds and to evaluate the benefit of such expenditures in deciding
whether to continue the Plan.
Vote Required
As provided under the 1940 Act, approval of the Plan will require the
affirmative vote of a majority of the outstanding shares of each Fund voting
separately as a class. Such a majority is defined in the 1940 Act as the lesser
<PAGE>
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 Fund are present or represented
by proxy, or (b) more than 50% of the total outstanding shares of each Fund.
If the shareholders of any particular Fund fail to approve the Plan, the
Plan will not go into effect for that Fund, and that Fund will not participate
in the enhanced advertising and marketing effort by INVESCO on behalf of the
INVESCO Mutual Funds described above. However, the Plan will go into effect for
each Fund that receives shareholder approval.
THE DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS OF EACH OF THE FUNDS VOTE
TO APPROVE THE PLAN.
INFORMATION CONCERNING ADVISER, SUB-ADVISER, DISTRIBUTOR AND AFFILIATED
COMPANIES
INVESCO Funds Group, Inc., a Delaware corporation, serves as the Company's
investment adviser, as well as providing other services to the Company. INVESCO
Distributors, Inc. is a wholly-owned subsidiary of INVESCO Funds Group, Inc.
INVESCO Funds Group, Inc. is a wholly-owned subsidiary of INVESCO North American
Holdings, Inc. ("INAH"), 1315 Peachtree Street, N.E., Atlanta, Georgia 30309.
INAH is an indirect wholly-owned subsidiary of AMVESCAP PLC ("AMVESCAP").(1) The
corporate headquarters of AMVESCAP are located at 11 Devonshire Square, London
EC2M 4YR, England. INVESCO's offices are located at 7800 East Union Avenue,
Denver, Colorado 80237. INVESCO currently serves as investment adviser and
distributor of 14 open-end investment companies having aggregate net assets of
$16.4 billion as of July 31, 1997.
The principal executive officers and directors of INVESCO Funds Group, Inc.
and their principal occupations are:
Dan J. Hesser, Chairman of the Board, President, Chief Executive Officer
and Director, Brian N. Minturn, Executive Vice President and Director; Hubert L.
Harris, Jr., Director, also, President of INVESCO Services, Inc., Director of
AMVESCAP, Chief Financial Officer of INVESCO Individual Services Group; Charles
P. Mayer, Director; Robet J. O'Connor, Director, also, Chief Executive Officer
and Chairman of INVESCO Retirement Plan Services, a division of INVESCO Funds
Group, Inc.
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.,
Atlanta, Georgia 30309 and Mr. O'Connor, whose address is 1355 Peachtree Street,
N.E., Atlanta, Georgia 30309.
- --------
(1) The intermediary companies between INAH and AMVESCAP PLC 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.
<PAGE>
INVESCO Trust Company ("ITC"), a Colorado trust company formed in 1969,
serves as the sub-adviser to the Funds. ITC is an indirect wholly-owned
subsidiary of INVESCO Funds Group, Inc. ITC's offices are located at 7800 East
Union Avenue, Denver, Colorado 80237. ITC has the primary responsibility for
providing portfolio investment advisory services to the Funds. ITC currently
serves as adviser or sub-adviser to __ investment portfolios having aggregate
net assets of $____ million as of July 31, 1997. In addition, ITC provides
investment management services to private clients, including employee benefit
plans that may be invested in a collective trust sponsored by ITC.
The principal executive officer and directors of ITC and their principal
occupations are as follows:
Dan J. Hesser, President and Director, also, President, Chief Executive
Officer and Director of IFG; Hubert L. Harris, Jr., Chairman of the Board, also
Director of IFG; Charles P. Mayer, Senior Vice President and Director, also
Director of IFG.
The address of each of the foregoing officer and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
Pursuant to an Administrative Services Agreement between the Company and
INVESCO, INVESCO provides administrative services to the Company, including
distribution, sub-accounting and recordkeeping services and functions. During
the fiscal year ended October 31, 1996, the Company paid INVESCO total
compensation of $536,656 in payment for such services ($26,275, $14,751,
$78,234, $52,965, $172,697, $50,540, $110,454 and $30,640 of such compensation
was paid INVESCO by the Energy Portfolio, Environmental Services Portfolio,
Financial Services Portfolio, Gold Portfolio, Health Sciences Portfolio, Leisure
Portfolio, Technology Portfolio and Utilities Portfolio, respectively).
During the fiscal year ended October 31, 1996, the Company paid INVESCO,
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 INVESCO by the Energy Portfolio, Environmental
Services Portfolio, Financial Services Portfolio, Gold Portfolio, Health
Sciences Portfolio, Leisure Portfolio, Technology Portfolio and Utilities
Portfolio, respectively).
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS [AND MANAGEMENT]
The following table sets forth, as of the Record Date, the beneficial
ownership of each Fund's issued and outstanding shares of beneficial interest by
each 5% or greater shareholder.
<PAGE>
Percent of
Name and Address Amount & Nature of Shares of
of Beneficial Owner Beneficial Ownership(2) Beneficial Interest
- ------------------- ----------------------- -------------------
Energy Portfolio
Environmental
Services Portfolio
Financial Services
Portfolio
Gold Portfolio
Health Sciences
Portfolio
Leisure Portfolio
Technology
Portfolio
Utilities Portfolio
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.
- --------
(2) Each beneficial owner named above shares investment power with respect to
the shares listed next to its respective row, but its customers retain sole
voting power.
<PAGE>
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 proposals 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,
Glen A. Payne
Secretary
__________________ __, 1997
<PAGE>
EXHIBIT A
SUMMARY CONCERNING FUTURES AND OPTIONS
Futures Contracts and Options on Futures Contracts.
U.S. futures contracts are traded on exchanges which have been
designated"contract markets" by the Commodity Futures Trading Commission
("CFTC") and must be executed through a futures commission merchant (an "FCM"),
or brokerage firm, which is a member of the relevant contract market. Although
futures contracts by their terms call for the delivery or acquisition of the
underlying commodities or a cash payment based on the value of the underlying
commodities, in most cases the contractual obligation is offset before the
delivery date of the contract by buying, in the case of a contractual obligation
to sell, or selling, in the case of a contractual obligation to buy, an
identical futures contract on a commodities exchange. Such a transaction cancels
the obligation to make or take delivery of the commodities.
The acquisition or sale of a futures contract could occur, for example, if
a Fund held or considered purchasing debt securities and sought to protect
itself from fluctuations in prices without buying or selling those securities.
For example, if prices were expected to decrease, the Fund could sell Treasury
Futures, thereby hoping to offset a potential decline in the value of debt
securities in the portfolio by a corresponding increase in the value of the
futures contract position held by the Fund and thereby prevent the Fund's net
asset value from declining as much as it otherwise would have. The Fund also
could protect against potential price declines by selling portfolio securities
and investing in money market instruments. The use of futures contracts as an
investment technique would allow the Fund to maintain a defensive position
without having to sell portfolio securities.
Similarly, when prices of debt securities are expected to increase, futures
contracts could be bought to attempt to hedge against the possibility of having
to buy debt securities at higher prices. This technique is sometimes known as an
anticipatory hedge. Since the fluctuations in the value of futures contracts
should be similar to those of debt securities, the Fund could take advantage of
the potential rise in the value of debt securities without buying them until the
market has stabilized. At that time, the futures contracts could be liquidated
and the Fund could buy debt securities on the cash market.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions. First,
the ability of investors to close out futures contracts through offsetting
transactions could distort the normal price relationship between the cash and
futures markets. Second, to the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced and prices in the
futures market distorted. Third, from the point of view of speculators, the
margin deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market may cause temporary price distortions. Due to
the possibility of the foregoing distortions, a correct forecast of general
price trends still may not result in a successful use of futures.
<PAGE>
Futures contracts entail risks. Although the Fund believes that use of such
contracts could benefit the Fund, if the judgment of Fund Management was
incorrect, the Fund's overall performance could be worse than if the Fund had
not entered into futures contracts. For example, if the Fund hedged against the
effects of a possible decrease in prices of securities held in the Fund's
portfolio and prices increase instead, the Fund would lose part or all of the
benefit of the increased value of these securities because of offsetting losses
in the Fund's futures positions. In addition, if the Fund had insufficient cash,
it might have to sell securities from its portfolio to meet daily variation
margin requirements. Those sales could be at increased prices which reflect the
rising market and could occur at a time when the sales would be disadvantageous
to the Fund.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to
the Fund would not match exactly the Fund's current or potential investments.
The Fund would be able to buy and sell futures contracts based on underlying
instruments with different characteristics from the securities in which it would
typically invest -- for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities -- which involves a
risk that the futures position might not correlate precisely with the
performance of the Fund's investments.
Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments closely correlate with the
Fund's investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instruments and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices. Imperfect
correlations between the Fund's investments and its futures positions could also
result from differing levels of demand in the futures markets and the securities
markets, from structural differences in how futures and securities are traded,
and from imposition of daily price fluctuation limits for futures contracts. The
Fund would be able to buy or sell futures contracts with a greater or lesser
value than the securities it wished to hedge or was considering purchasing in
order to attempt to compensate for differences in historical volatility between
the futures contract and the securities, although this might not be successful
in all cases. If price changes in the Fund's futures positions were poorly
correlated with its other investments, its futures positions could fail to
produce desired gains or result in losses that would not be offset by the gains
in the Fund's other investments.
Because futures contracts are generally settled within a day from the date
they are closed out, compared with a settlement period of three business days
for some types of securities, the futures markets can provide superior liquidity
to the securities markets. Nevertheless, there is no assurance a liquid
secondary market will exist for any particular futures contract at any
particular time. In addition, futures exchanges may establish daily price
fluctuation limits for futures contracts and may halt trading if a contract's
price moves upward or downward more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached, it would be impossible
<PAGE>
for the Fund to enter into new positions or close out existing positions. If the
secondary market for a futures contract were not liquid because of price
fluctuation limits or otherwise, the Fund would not be able to promptly
liquidate unfavorable futures positions and potentially could be required to
continue to hold a futures position until the delivery date, regardless of
changes in its value. As a result, a Fund's access to other assets held to cover
its futures positions also could be impaired.
Although the buyer or seller of a futures contract is not required to
deliver or pay for the underlying instrument unless the contract is held until
the delivery date, both the buyer and seller are required to deposit "initial
margin" for the benefit of an FCM when the contract is entered into equal to a
percentage of the contract's value. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments with an FCM to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount.
Initial and variation margin payments are similar to good faith deposits or
performance bonds, unlike margin extended by a securities broker, and initial
and variation margin payments do not constitute purchasing securities on margin
for purposes of the Fund's investment policies. In the event of the bankruptcy
of an FCM that holds margin on behalf of the Fund, the Fund would be entitled to
return of margin owed to the Fund only in proportion to the amount received by
the FCM's other customers. Fund Management will attempt to minimize the risk by
careful monitoring of the creditworthiness of the FCMs with which the Fund would
do business and by depositing margin payments in a segregated account with the
custodian when practical or otherwise required by law.
The purchase of a call option on a futures contract is similar in some
respects to the purchase of a call option on an individual security. (See
"Options on Securities" below.) Depending on the pricing of the option compared
to either the price of the futures contract upon which it is based or the price
of the underlying instrument, ownership of the option may or may not be less
risky than ownership of the futures contract or the underlying instrument. As
with the purchase of futures contracts, when the Fund is not fully invested it
could buy a call option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the security which is deliverable under, or of
the index comprising, the futures contract. If the futures price at the
expiration of the option were below the exercise price, the Fund would retain
the full amount of the option premium which would provide a partial hedge
against any decline that may have occurred in the Fund's portfolio holdings. The
writing of a put option on a futures contract constitutes a partial hedge
against increasing prices of the security which is deliverable under, or of the
index comprising, the futures contract. If the futures price at expiration of
the option was higher than the exercise price, a Fund would retain the full
amount of the option premium which would provide a partial hedge against any
increase in the price of securities which the Fund was considering to buy. If a
call or put option the Fund had written was exercised, the Fund would incur a
loss which would be reduced by the amount of the premium it received. Depending
on the degree of correlation between change in the value of its portfolio
securities and changes in the value of the futures positions, the Fund's losses
from existing options on futures could to some extent be reduced or increased by
changes in the value of portfolio securities.
<PAGE>
The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio securities. For
example, the Fund would be able to buy a put option on a futures contract to
hedge the Fund's portfolio against the risk of falling prices.
The amount of risk the Fund would assume if it bought an option on a
futures contract would be the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed above, the
purchase of an option also entails the risk that changes in the value of the
underlying futures contract will not be fully reflected in the value of the
options bought.
Options on Securities.
A put option gives the holder the right, upon payment of a premium, to
deliver a specified amount of a security to the writer of the option on or
before a fixed date at a predetermined price. A call option gives the holder the
right, upon payment of a premium, to call upon the writer to deliver a specified
amount of a security on or before a fixed date at a predetermined price. In
purchasing an option, the Fund would be in a position to realize a gain if,
during the option period, the price of the underlying security increased (in the
case of a call) or decreased (in the case of a put) by an amount in excess of
the premium paid and would realize a loss if the price of the underlying
security did not increase (in the case of a call) or decrease (in the case of a
put) during the period by more than the amount of the premium. If a put or call
option bought by a Fund were permitted to expire without being sold or
exercised, the Fund would lose the amount of the premium.
If a put option or call option written by a Fund were exercised, the Fund
would be obligated to buy or sell the underlying security at the exercise price.
Writing a put option involves the risk of a decrease in the market value of the
underlying security, in which case the option could be exercised and the
underlying security would then be sold by the option holder to the Fund at a
higher price than its current market value. Writing a call option involves the
risk of an increase in the market value of the underlying security, in which
case the option could be exercised and the underlying security would then be
sold by the Fund to the option holder at a lower price than its current market
value. Those risks could be reduced by entering into an offsetting transaction.
The Fund would retain the premium received from writing a put or call option
whether or not the option were exercised.
The Fund also would be able to buy or write options in privately negotiated
transactions on the types of securities and indexes based on the types of
securities in which the Fund were permitted to invest directly. The Fund would
effect such transactions only with investment dealers and other financial
institutions (such as commercial banks or savings and loan institutions) deemed
creditworthy, and only pursuant to procedures adopted by Fund Management for
monitoring the creditworthiness of those entities. The Fund is not permitted to
invest in securities for which there is no readily available market.
Therefore, the Fund could not invest in illiquid options.
A put option written by a Fund would be "covered" if the Fund (i)
maintained cash not available for investment or high-grade liquid assets with a
value equal to the exercise price in a segregated account with its custodian or
<PAGE>
(ii) held a put on the same security and in the same principal amount as the put
written and the exercise price of the put held were equal to or greater than the
exercise price of the put written. A call option written by a Fund would be
"covered" if the Fund owned the underlying security covered by the call or had
an absolute and immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities held in its
portfolio. A call option also would be deemed to be covered if a Fund held a
call on the same security and in the same principal amount as the call written
and the exercise price of the call held (i) were equal to or less than the
exercise price of the call written or (ii) were greater than the exercise price
of the call written if the difference were maintained by the Fund in cash and
high-grade liquid assets in a segregated account with its custodian.
The Fund also would be able to write covered call options for cross-hedging
purposes. A call option is written for cross-hedging purposes if the Fund does
not own the underlying security, and the option is designed to provide a hedge
against a decline in value in another security which the Fund owns or has the
right to acquire.
The Fund would collateralize its obligation under a written call option for
cross-hedging purposes by maintaining in a segregated account with its custodian
cash or high-grade liquid assets in an amount not less than the market value of
the underlying security, marked to market daily. The Fund would write a call
option for cross-hedging purposes, instead of writing a covered call option,
when the premium to be received from the cross-hedge transaction would exceed
that which would be received from writing a covered call option and when the
Fund believed that writing the option would achieve the desired hedge.
The writer of an option may have no control when the underlying securities
must be sold, in the case of a call option, or bought, in the case of a put
option, since with regard to certain options, the writer may be assigned an
exercise notice at any time prior to the termination of the obligation. Whether
or not an option expires unexercised, the writer retains the amount of the
premium. This amount, of course, may, in the case of a covered call option, be
offset by a decline in the market value of the underlying security during the
option period. If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security. If a put option is exercised, the
writer must fulfill the obligation to buy the underlying security at the
exercise price, which will usually exceed the then market value of the
underlying security.
The writer of an option that wishes to terminate its obligation may effect
a "closing purchase transaction". This is accomplished by buying an option of
the same series as the option previously written. The effect of the purchase is
that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the exercise of an option. Likewise, an investor who is the holder
of an option may liquidate its position by effecting a "closing sale
transaction". This is accomplished by selling an option of the same series as
the option previously bought. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected. Effecting a closing
transaction in the case of a written call option would permit the Fund to write
<PAGE>
another call option on the underlying security with either a different exercise
price or expiration date or both or, in the case of a written put option, would
permit the Fund to write another put option to the extent that the exercise
price thereof is secured by deposited high-grade liquid assets.
The Fund would realize a profit from a closing transaction if the price of
the purchase transaction were less than the premium received from writing the
option or the price received from a sale transaction were more than the premium
paid to buy the option; the Fund would realize a loss from a closing transaction
if the price of the purchase transaction were more than the premium received
from writing the option or the price received from a sale transaction were less
than the premium paid to buy the option. Because increases in the market of a
call option generally will reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option
likely would be offset in whole or in part by appreciation of the underlying
security owned by the Fund.
Risk Factors of Investing in Futures and Options.
The successful use of the investment practices described above with respect
to futures contracts, options on futures contracts and options on draws upon
skills and experience which are different from those needed to select the other
instruments in which the Fund invests. Should interest rates or the prices of
securities or financial indexes move in an unexpected manner, the Fund may not
achieve the desired benefits of futures and options or may realize losses and
thus be in a worse position than if such strategies had not been used. Unlike
many exchange-traded futures contracts and options on futures contracts, there
are no daily price fluctuation limits with respect to negotiated or
over-the-counter instruments, and adverse market movements could therefore
continue to an unlimited extent over a period of time. In addition, the
correlation between movements in the price of the securities hedged or used for
cover will not be perfect and could produce unanticipated losses.
The Fund's ability to dispose of its positions in the foregoing instruments
will depend on the availability of liquid markets in the instruments. Markets in
a number of the instruments are relatively new and still developing, and it is
impossible to predict the amount of trading interest that may exist in those
instruments in the future. Particular risks exist with respect to the use of
each of the foregoing instruments and could result in such adverse consequences
to the Fund as the possible loss of the entire premium paid for an option bought
by the Fund, the inability of the Fund, as the writer of a covered call option,
to benefit from the appreciation of the underlying securities above the exercise
price of the option and the possible need to defer closing out positions in
certain instruments to avoid adverse tax consequences. As a result, no assurance
can be given that the Fund will be able to use those instruments effectively for
the purposes set forth above.
In connection with its transactions in futures and option writing, the Fund
would be required to place assets in a segregated account with the Fund's
custodian bank to ensure that the Fund would be able to meet its obligations
under these instruments. Assets held in a segregated account generally may not
be disposed of for so long as the Fund maintains the positions giving rise to
the segregation requirement. Segregation of a large percentage of the Fund's
assets could impede implementation of the Fund's investment policies or the
Fund's ability to meet redemption requests or other current obligations.
<PAGE>
EXHIBIT B
PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of the [28th] day of [October], 1997, by and
between INVESCO STRATEGIC PORTFOLIOS, INC., a Maryland corporation (hereinafter
called the "Company"), and INVESCO DISTRIBUTORS, INC., a Delaware corporation
("INVESCO").
WHEREAS, the Company engages in business as an open-end management
investment company, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Company desires to finance the distribution of the shares of
each of its eight classes or series of common stock, each of which represents an
interest in a separate portfolio of investments, together with any additional
such classes or series that may hereafter be offered to the public
(individually, a "Fund" and collectively, the "Funds"), in accordance with this
Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Act (the
"Plan and Agreement"); and
WHEREAS, INVESCO desires to be retained to perform services in accordance
with such Plan and Agreement and on said terms and conditions; and
WHEREAS, this Plan and Agreement has been approved by a vote of the board
of directors of the Company, including a majority of the directors who are not
interested persons of the Company, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"Disinterested Directors") cast in person at a meeting called for the purpose of
voting on this Plan and Agreement;
NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and
the Company and INVESCO hereby enter into this Agreement pursuant to the Plan in
accordance with the requirements of Rule 12b-1 under the Act, and provide and
agree as follows:
1. The Plan is defined as those provisions of this document by which
the Company adopts a Plan pursuant to Rule 12b- 1 under the Act and
authorizes payments as described herein. The Agreement is defined as
those provisions of this document by which the Company retains
INVESCO to provide distribution services beyond those required by
the General Distribution Agreement between the parties, as are
described herein. The Company may retain the Plan notwithstanding
termination of the Agreement. Termination of the Plan will
automatically terminate the Agreement. The Company is hereby
authorized to utilize the assets of the Company to finance certain
activities in connection with distribution of the Company's shares.
2. Subject to the supervision of the board of directors, the Company
hereby retains INVESCO to promote the distribution of shares of each
of the Funds by providing services and engaging in activities beyond
those specifically required by the Distribution Agreement between
the Company and INVESCO and to provide related services. The
<PAGE>
activities and services to be provided by INVESCO hereunder shall
include one or more of the following: (a) the payment of
compensation (including trail commissions and incentive
compensation) to securities dealers, financial institutions and
other organizations, which may include INVESCO-affiliated companies,
that render distribution and administrative services in connection
with the distribution of the shares of each of the Funds; (b) the
printing and distribution of reports and prospectuses for the use
of potential investors in each Fund; (c) the preparing and
distributing of sales literature; (d) the providing of advertising
and engaging in other promotional activities, including direct mail
solicitation, and television, radio, newspaper and other media
advertisements; and (e) the providing of such other services and
activities as may from time to time be agreed upon by the Company.
Such reports and prospectuses, sales literature, advertising and
promotional activities and other services and activities may be
prepared and/or conducted either by INVESCO's own staff, the staff
of INVESCO-affiliated companies, or third parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales
of shares of each of the Funds to investors by engaging in those
activities specified in paragraph (2) above as may be necessary and
as it from time to time believes will best further sales of such
shares.
4. Each Fund is hereby authorized to expend, out of its assets, on a
monthly basis, and shall pay INVESCO to such extent, to enable
INVESCO at its discretion to engage over a rolling twelve-month
period (or the rolling twenty-four month period specified below) in
the activities and provide the services specified in paragraph (2)
above, an amount computed at an annual rate of 0.25 of 1% of the
average daily net assets of each Fund during the month. INVESCO
shall not be entitled hereunder to payment for overhead expenses
(overhead expenses defined as customary overhead not including the
costs of INVESCO's personnel whose primary responsibilities involve
marketing of the INVESCO Funds). Payments by a Fund hereunder, for
any month, may be used to compensate INVESCO for: (a) activities
engaged in and services provided by INVESCO during the rolling
twelve-month period in which that month falls, or (b) to the extent
permitted by applicable law, for any month during the first
twenty-four months following a Fund's commencement of operations,
activities engaged in and services provided by INVESCO during the
rolling twenty-four month period in which that month falls, and any
obligations incurred by INVESCO in excess of the limitation
described above shall not be paid for out of Fund assets. No Fund
shall be authorized to expend, for any month, a greater percentage
of its assets to pay INVESCO for activities engaged in and services
provided by INVESCO during the rolling twenty-four month period
referred to above than it would otherwise be authorized to expend
out of its assets to pay INVESCO for activities engaged in and
services provided by INVESCO during the rolling twelve-month period
referred to above. No payments will be made by the Company hereunder
after the date of termination of the Plan and Agreement.
<PAGE>
5. To the extent that obligations incurred by INVESCO out of its own
resources to finance any activity primarily intended to result in
the sale of shares of a Fund, pursuant to this Plan and Agreement or
otherwise, may be deemed to constitute the indirect use of Fund
assets, such indirect use of Fund assets is hereby authorized in
addition to, and not in lieu of, any other payments authorized under
this Plan and Agreement.
6. The Treasurer of INVESCO shall provide to the board of directors of
the Company, at least quarterly, a written report of all moneys
spent by INVESCO on the activities and services specified in
paragraph (2) above pursuant to the Plan and Agreement. Each such
report shall itemize the activities engaged in and services provided
by INVESCO to a Fund as authorized by the penultimate sentence of
paragraph (4) above. Upon request, but no less frequently than
annually, INVESCO shall provide to the board of directors of the
Company such information as may reasonably be required for it to
review the continuing appropriateness of the Plan and Agreement.
7. This Plan and Agreement shall each become effective immediately upon
approval by a vote of a majority of the outstanding voting
securities of the Company as defined in the Act, and shall continue
in effect until __________, 1998 unless terminated as provided
below. Thereafter, the Plan and Agreement shall continue in effect
from year to year, provided that the continuance of each is approved
at least annually by a vote of the Board of Directors of the
Company, including a majority of the Disinterested Directors, cast
in person at a meeting called for the purpose of voting on such
continuance. The Plan may be terminated at any time, without
penalty, by the vote of a majority of the Disinterested Directors or
by the vote of a majority of the outstanding voting securities of
that Fund. INVESCO, or the Company, by vote of a majority of the
Disinterested Directors or of the holders of a majority of the
outstanding voting securities of each Fund, may terminate the
Agreement under this Plan as to such Fund, without penalty, upon 30
days' written notice to the other party. In the event that neither
INVESCO nor any affiliate of INVESCO serves the Company as
investment adviser, the agreement with INVESCO pursuant to this
Plan shall terminate at such time. The board of directors may
determine to approve a continuance of the Plan, but not a
continuance of the Agreement, hereunder.
8. So long as the Plan remains in effect, the selection and nomination
of persons to serve as directors of the Company who are not
"interested persons" of the Company shall be committed to the
discretion of the directors then in office who are not "interested
persons" of the Company. However, nothing contained herein shall
prevent the participation of other persons in the selection and
nomination process, provided that a final decision on any such
selection or nomination is within the discretion of, and approved
by, a majority of the directors of the Company then in office who
are not "interested persons" of the Company.
<PAGE>
9. This Plan may not be amended to increase the amount to be spent by a
Fund hereunder without approval of a majority of the outstanding
voting securities of that Fund. All material amendments to the Plan
and Agreement must be approved by the vote of the board of directors
of the Company, including a majority of the Disinterested Directors,
cast in person at a meeting called for the purpose of voting on such
amendment.
10. To the extent that this Plan and Agreement constitutes a Plan of
Distribution adopted pursuant to Rule 12b-1 under the Act it shall
remain in effect as such, so as to authorize the use by each Fund of
its assets in the amounts and for the purposes set forth herein,
notwithstanding the occurrence of an "assignment," as defined by the
Act and the rules thereunder. To the extent it constitutes an
agreement with INVESCO pursuant to a plan, it shall terminate
automatically in the event of such "assignment." Upon a termination
of the agreement with INVESCO, the Funds may continue to make
payments pursuant to the Plan only upon the approval of a new
agreement under this Plan and Agreement, which may or may not be
with INVESCO, or the adoption of other arrangements regarding the
use of the amounts authorized to be paid by the Funds hereunder, by
the Company's board of directors in accordance with the procedures
set forth in paragraph 7 above.
11. The Company shall preserve copies of this Plan and Agreement and all
reports made pursuant to paragraph 6 hereof, together with minutes
of all board of directors meetings at which the adoption, amendment
or continuance of the Plan were considered (describing the factors
considered and the basis for decision), for a period of not less
than six years from the date of this Plan and Agreement, or any
such reports or minutes, as the case may be, the first two years in
an easily accessible place.
12. This Plan and Agreement shall be construed in accordance with the
laws of the State of Colorado and applicable provisions of the Act.
To the extent the applicable laws of the State of Colorado, or any
provisions herein, conflict with the applicable provisions of the
Act, the latter shall control.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the _th day of __________, 1997.
INVESCO STRATEGIC PORTFOLIOS, INC.
By: _________________________
Dan J. Hesser, President
ATTEST: ________________________
Glen A. Payne, Secretary
INVESCO DISTRIBUTORS, INC.
By: _________________________
Ronald L. Grooms,
Senior Vice President
ATTEST: ________________________
Glen A. Payne, Secretary
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Energy Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the
"Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Energy Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the
Portfolio to invest in futures, options, puts
and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a
single issuer, provided that such purchases do
not exceed thirty percent of the Portfolio's
assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Environmental Services Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the "Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at
the Hyatt Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on
October 28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Environmental Services Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the
Portfolio to invest in futures, options, puts
and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a
single issuer, provided that such purchases
do not exceed thirty percent of the Portfolio's
assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Financial Services Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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
(the "Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Financial Services Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the Portfolio
to invest in futures, options, puts and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a
single issuer, provided that such purchases do
not exceed thirty percent of the Portfolio's
assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Gold Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the
"Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Gold Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the Portfolio
to invest in futures, options, puts and calls.
2. Proposal to approve a change in the investment ___ ___ ___
of the Portfolio, to permit more than five percent
of the Portfolio's assets in a single issuer,
provided that such purchases do not exceed thirty
percent of the Portfolio's assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- -----------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Health Sciences Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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
(the "Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Health Sciences Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the Portfolio
to invest in futures, options, puts and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a single
issuer, provided that such purchases do not exceed
thirty percent of the Portfolio's assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Leisure Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the
"Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Leisure Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the Portfolio
to invest in futures, options, puts and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a single
issuer, provided that such purchases do not exceed
thirty percent of the Portfolio's assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Technology Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the
"Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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
___________, 1997, receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Technology Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the Portfolio
to invest in futures, options, puts and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a single
issuer, provided that such purchases do not exceed
thirty percent of the Portfolio's assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ----------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Utilities Portfolio
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 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 (the
"Portfolio") of INVESCO Strategic Portfolios, Inc., to be held at the Hyatt
Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October
28, 1997 at 10:00 a.m. (Mountain 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 ___________, 1997,
receipt of which is hereby acknowledged.
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, 2 and 3.
INVISP
INVESCO STRATEGIC PORTFOLIOS, INC.
INVESCO Utilities Portfolio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposals For Against Abstain
1. Proposal to approve changes to the investment ___ ___ ___
policies of the Portfolio to permit the
Portfolio to invest in futures, options, puts
and calls.
2. Proposal to approve a change in the investment ___ ___ ___
policies of the Portfolio, to permit more than
five percent of the Portfolio's assets in a
single issuer, provided that such purchases
do not exceed thirty percent of the Portfolio's
assets.
3. Proposal to approve a Plan and Agreement of ___ ___ ___
Distribution for each Fund under the Investment
Company Act of 1940.
<PAGE>
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.
- ---------------------- ---------------------------- ------------------
Signature Signature (Joint Owners) Date
