INVESCO SECTOR FUNDS INC
485APOS, 1999-11-23
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As filed on November 23, 1999                               File No. 002-85905

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X
      Pre-Effective Amendment No.    __                                 _
      Post-Effective Amendment No.   25                                 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         X
      Amendment No. 25                                                  X

                           INVESCO SECTOR FUNDS, INC.
                 (Formerly, INVESCO Strategic Portfolios, Inc.)
               (Exact Name of Registrant as Specified in Charter)
                  7800 E. Union Avenue, Denver, Colorado 80237
                    (Address of Principal Executive Offices)
                  P.O. Box 173706, Denver, Colorado 80217-3706
                                (Mailing Address)
        Registrant's Telephone Number, including Area Code: (303)930-6300
                               Glen A. Payne, Esq.
                              7800 E. Union Avenue
                             Denver, Colorado 80237
                     (Name and Address of Agent for Service)
                                  ------------
                                   Copies to:
                             Ronald M. Feiman, Esq.
                              Mayer, Brown & Platt
                                  1675 Broadway
                            New York, New York 10019
                               ------------

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

It is proposed that this filing will become effective (check appropriate box)
__    immediately upon filing pursuant to paragraph (b)
__    on _________________, pursuant to paragraph (b)
__    60 days after filing  pursuant to paragraph  (a)(1)
 X    on January 24, 2000, pursuant to paragraph  (a)(1)
__    75 days after  filing  pursuant to paragraph (a)(2)
__    on _________, pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
__    this  post-effective  amendment  designates  a new  effective  date  for a
      previously filed post-effective amendment.


<PAGE>

Prospectus | _______, 2000
- --------------------------------------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- --------------------------------------------------------------------------------

INVESCO SECTOR FUNDS, INC.

INVESCO TECHNOLOGY FUND--INSTITUTIONAL CLASS

A NO-LOAD MUTUAL FUND DESIGNED FOR INVESTORS  SEEKING  LONG-TERM GROWTH FROM THE
TECHNOLOGY SECTOR.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks..........3
Fund Performance................................4
Fees And Expenses...............................5
Investment Risks................................6
Risks Associated With Particular Investments....7
Temporary Defensive Positions..................10
Portfolio Turnover.............................10
Fund Management................................11
Portfolio Manager..............................11
Potential Rewards..............................11
Share Price....................................12
How To Buy Shares..............................13
Your Account Services..........................14
How To Sell Shares.............................14
Taxes..........................................16
Dividends And Capital Gain Distributions.......17
Financial Highlights...........................18

                                 [INVESCO ICON]
                                    INVESCO

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

<PAGE>

This Prospectus will tell you more about:

[KEY ICON]     Investment Objectives & Strategies

[ARROW ICON]   Potential Investment Risks

[GRAPH ICON]   Past Performance

[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------

[KEY ICON][ARROW ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

INVESCO Funds Group,  Inc.  ("INVESCO") is the  investment  adviser for the
Fund. Together with our affiliated  companies,  we at INVESCO direct all aspects
of the management and sale of the Fund.

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

The Fund  attempts  to make  your  investment  grow.  The  Fund is  aggressively
managed.  Although the Fund can invest in debt securities,  it primarily invests
in equity  securities that INVESCO believes will rise in price faster than other
securities,  as well as options and other  investments whose value is based upon
the values of equity securities.

The Fund invests  primarily  in the equity  securities  of companies  doing
business  in the  technology  sector.  A portion  of the  Fund's  assets are not
required  to be  invested  in the  sector.  To  determine  whether  a  potential
investment is truly doing business in the technology sector, a company must meet
at least one of the following tests:

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

INVESCO  uses  a  bottom-up   investment  approach  to  create  the  Fund's
investment portfolio, focusing on company fundamentals and growth prospects when
selecting securities. In general, the Fund emphasizes strongly managed companies
that INVESCO  believes  will  generate  above-average  growth rates for the next
three to five years. We prefer markets and industries  where  leadership is in a
few hands, and we tend to avoid slower-growing markets or industries.

The Fund invests  primarily  in the equity  securities  of companies  engaged in
technology-related  industries.  These include,  but are not limited to, applied
technology, biotechnology,  communications, computers, electronics, Internet, IT
services  and   consulting,   oceanography,   office  and  factory   automation,
networking, robotics, and video. Many of these products and services are subject
to rapid obsolescence, which may lower the market value of the securities of the
companies in this sector.

<PAGE>

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

[ARROW ICON] The Fund's  investments are  diversified  across the sector on
which  it  focuses.   However,  because  those  investments  are  limited  to  a
comparatively  narrow segment of the economy,  the Fund's investments are not as
diversified  as most  mutual  funds,  and far less  diversified  than the  broad
securities  markets.  This means that the Fund  tends to be more  volatile  than
other mutual funds,  and the values of its portfolio  investments  tend to go up
and down more rapidly. As a result, the value of your investment in the Fund may
rise or fall rapidly.

The Fund is  subject  to other  principal  risks  such as  market,  credit,
foreign securities, interest rate, duration, liquidity, derivatives, options and
futures,  counterparty  and lack of timely  information  risks.  These risks are
described and discussed later in the Prospectus  under the headings  "Investment
Risks" and "Risks Associated With Particular  Investments." An investment in the
Fund is not a  deposit  of any  bank and is not  insured  or  guaranteed  by the
Federal Deposit Insurance  Corporation  ("FDIC") or any other government agency.
As with any mutual fund,  there is always a risk that you can lose money on your
investment in the Fund.

[GRAPH ICON] FUND PERFORMANCE

The bar chart  below shows the Fund's  actual  yearly  performance  for the
years ended December 31 (commonly known as its "total return") since  inception.
The table below shows  average  annual total  returns for various  periods ended
December 31 for the Fund compared to the S&P 500 Index.  The  information in the
chart and table  illustrates  the  variability  of the Fund's return and how its
performance  compared to a broad measure of market performance.  Remember,  past
performance does not indicate how the Fund will perform in the future.

<PAGE>

- --------------------------------------------------------------------------------
                      TECHNOLOGY FUND - INSTITUTIONAL CLASS
                          ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
Worst Calendar Qtr.   ____     _____%
Best Calendar Qtr.    ____     _____%
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                               AVERAGE ANNUAL TOTAL RETURN(1)
                                       AS OF 12/31/99
- -------------------------------------------------------------------------------------
<S>                                          <C>          <C>         <C>
                                             1 YEAR       5 YEARS     SINCE INCEPTION
Technology Fund--Institutional Class         ____%        ____%       ____%(2)
S&P 500 Index(3)                             ____%        ____%       ____%
</TABLE>

(1) Total return  figures  include  reinvested  dividends  and capital gain
distributions,  and  include  the  effect  of the  Fund's  expenses.

(2)The Fund commenced investment  operations on December 22, 1998.

(3)The S&P 500 Index is an unmanaged index considered representative of the
performance of the broad U.S.  stock market.  Please keep in mind that the Index
does not pay brokerage,  management or administrative expenses, all of which are
paid by the Fund and are reflected in its annual returns.

FEES AND EXPENSES

This table describes the fees and expenses that you pay if you buy and hold
shares of the Funds.

SHAREHOLDER  FEES  PAID  DIRECTLY  FROM  YOUR  ACCOUNT

You pay no fees to purchase  Fund  shares,  to exchange to another  INVESCO
fund, or to sell your shares.  Accordingly,  no fees are paid directly from your
shareholder  account.  The only Fund  costs you pay are  annual  Fund  operating
expenses that are deducted from Fund assets.

<PAGE>

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

INVESCO TECHNOLOGY FUND--INSTITUTIONAL CLASS
  Management Fees                                0.65%
  Distribution and Service (12b-1) Fees          None
  Other Expenses(1)(2)                               %
                                                 ----
  Total Annual Fund Operating Expenses(1)(2)         %
                                                 ====

(1)  The  Fund's  actual  Other  Expenses  and Total  Annual  Fund  Operating
     Expenses  were lower than the  figures  shown, because its  ________  fees
     were reduced under expense offset arrangements.

(2)  Certain  expenses  of the Fund  were  absorbed  voluntarily  by  INVESCO
     pursuant to a commitment to the Fund. After absorption, the Fund's Other
     Expenses and Total Annual Fund  Operating  Expenses  were ___% and ___%,
     respectively.  This  commitment  may be  changed  at any time  following
     consultation with the board of directors.

EXAMPLE

This  Example is intended to help you compare the cost of  investing in the
Fund to the cost of investing in other mutual funds.

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


                               1 year    3 years   5 years  10 years

                               $____     $_____    $____    $____

[ARROW ICON] INVESTMENT RISKS

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

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

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

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

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

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

NOT A COMPLETE  INVESTMENT  PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Fund is designed to be only a part of
your personal investment plan.

<PAGE>

YEAR 2000. Many computer  systems in use today may not be able to recognize
any date after  December 31, 1999.  If these systems are not fixed by that date,
it  is  possible  that  they  could  generate  erroneous   information  or  fail
altogether.  INVESCO has  committed  substantial  resources in an effort to make
sure that its own major computer  systems will continue to function on and after
January  1, 2000.  Of course,  INVESCO  cannot fix  systems  that are beyond its
control. If INVESCO's own systems, or the systems of third parties upon which it
relies,  do not perform  properly  after  December 31,  1999,  the Fund could be
adversely affected.

In addition,  the markets for, or values of,  securities  in which the Fund
invests  may  possibly  be  hurt  by  computer  failures   affecting   portfolio
investments  or trading of securities  beginning  January 1, 2000.  For example,
improperly  functioning  computer  systems  could  result  in  securities  trade
settlement  problems and  liquidity  issues,  production  issues for  individual
companies  and  overall  economic  uncertainties.  Individual  issuers may incur
increased costs in making their own systems Year 2000 compliant. The combination
of market uncertainty and increased costs means that there is a possibility that
Year 2000 computer issues may adversely affect the Fund's  investments.  At this
time,  it is generally  believed  that foreign  issuers,  particularly  those in
emerging and other  markets,  may be more  vulnerable to Year 2000 problems than
will be issuers in the U.S.

[ARROW ICON] RISKS ASSOCIATED  WITH  PARTICULAR  INVESTMENTS

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

MARKET RISK

Equity  stock  prices  vary and may fall,  thus  reducing  the value of the
Fund's investments. Certain stocks selected for the Fund's portfolio may decline
in value more than the overall stock market.

CREDIT RISK

The Fund may invest in debt instruments,  such as notes and bonds. There is
a  possibility  that the  issuers  of these  instruments  will be unable to meet
interest  payments or repay principal.  Changes in the financial  strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.

DEBT SECURITIES RISK

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

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

Moody's Investor Services,  Inc.  ("Moody's") and Standard & Poor's ("S&P")
ratings  provide a useful but not certain  guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the  rating  service  assigns  to the  security.  To  compensate  investors  for
accepting  that  greater  risk,  lower-rated  securities  tend to  offer  higher

<PAGE>

interest  rates.  Lower-rated  debt  securities  are often  referred to as "junk
bonds." A debt security is  considered  lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.

Lower-rated and non-rated debt securities of comparable quality are subject
to wider  fluctuations  in yields  and  market  values  than  higher-rated  debt
securities  and may be  considered  speculative.  Junk  bonds are  perceived  by
independent rating agencies as having a greater risk that their issuers will not
be able to pay the  interest  and  principal as they become due over the life of
the bond.  In addition to the loss of interest  payments,  the market value of a
defaulted  bond would likely drop,  and the Fund would be forced to sell it at a
loss.  Debt  securities  rated lower than B by either S&P or Moody's are usually
considered to be highly speculative.

In addition to poor individual company performance in the marketplace or in
its internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt  securities to  experience  increased  financial
problems   which  could  hurt  their  ability  to  pay  principal  and  interest
obligations,  to  meet  projected  business  goals,  and  to  obtain  additional
financing.  These  conditions more severely  impact issuers of lower-rated  debt
securities.  The market for  lower-rated  straight debt securities may not be as
liquid as the market for higher-  rated  straight  debt  securities.  Therefore,
INVESCO  attempts to limit  purchases of  lower-rated  securities  to securities
having an established secondary market.

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

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks,  including
currency, political,  regulatory and diplomatic risks. The Fund may invest up to
25% of its assets in  securities  of non-U.S.  issuers.  Securities  of Canadian
issuers and American Depository Receipts are not subject to this 25% limitation.

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

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

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

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

     EUROPEAN ECONOMIC AND MONETARY UNION. Austria,  Belgium,  Finland,  France,
     Germany,  Ireland, Italy,  Luxembourg, The Netherlands, Portugal and Spain
     are presently  members of the European Economic and Monetary Union (the
     "EMU") which as of  January  1, 1999  adopted  the euro as a common
     currency.  The  national currencies will be  sub-currencies of the euro
     until July 1, 2002, at which time the old currencies will disappear
     entirely.  Other European countries may adopt the euro in the future.

<PAGE>

     The  introduction of the euro presents some  uncertainties  and possible
     risks,  which could adversely affect the value of securities held by the
     Fund.

     EMU countries,  as a single market, may affect future investment  decisions
     of the Fund.  As the euro is  implemented,  there may be changes in the
     relative strength  and value of the U.S. dollar and other major currencies,
     as well as possible adverse tax consequences.  The euro transition by EMU
     countries present and future - may affect the fiscal and  monetary  levels
     of those  participating countries.  There may be increased  levels of price
     competition  among business firms within EMU countries and between
     businesses in EMU and non-EMU countries. The outcome of these uncertainties
     could have unpredictable effects on trade and commerce and result in
     increased volatility for all financial markets.

INTEREST RATE RISK

Changes in interest  rates will affect the resale value of debt  securities
held in the Fund's  portfolio.  In general,  as interest  rates rise, the resale
value of debt securities decreases;  as interest rates decline, the resale value
of debt securities generally  increases.  Debt securities with longer maturities
usually are more sensitive to interest rate movements.

DURATION RISK

Duration is a measure of a debt  security's  sensitivity  to interest  rate
changes.  Duration is usually expressed in terms of years, with longer durations
usually more sensitive to interest rate fluctuations.

LIQUIDITY  RISK

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

DERIVATIVES RISK

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

OPTIONS AND FUTURES RISK

Options  and  futures  are common  types of  derivatives  that the Fund may
occasionally use to hedge its investments. An option is the right to buy or sell
a security or other  instrument,  index or commodity  at a specific  price on or
before a specific  date.  A future is an  agreement to buy or sell a security or
other instrument, index or commodity at a specific price on a specific date.

COUNTERPARTY RISK

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

LACK OF TIMELY INFORMATION RISK

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


                  ---------------------------------------------

<PAGE>

The Fund  invests  primarily  in  equity  securities  of  companies  in the
technology sector.  However,  in an effort to diversify its holdings and provide
some protection against the risk of other investments,  the Fund also may invest
in other types of securities and other  financial  instruments,  as indicated in
the chart below.  These  investments,  which at any given time may  constitute a
significant portion of the Fund's portfolio, have their own risks.

- --------------------------------------------------------------------------------
INVESTMENT                                   RISKS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS (ADRS)          Market,
These are securities issued by U.S. banks    Information,
that represent shares of for eign            Political,
corporations held by those banks.  Although  Regulatory,
traded in U.S. secu rities markets and       Diplomatic,
valued in U.S. dollars, ADRs carry most of   Liquidity and
the risks of investing directly in foreign   Currency Risks
securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES                              Market, Credit,
Securities issued by private companies or    Interest Rate and
governments representing an obligation to    Duration Risks
pay interest and to repay principal when
the security matures.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES                          Liquidity Risk
A security that cannot be sold quickly at
its fair value.
- --------------------------------------------------------------------------------
REPURCHASE  AGREEMENTS                       Credit  and
A contract under which the seller of a       Counterparty
security agrees to buy it back at an         Risks
agreed-upon price and time in the
future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES                         Liquidity Risk
Securities that are not registered, but
which are bought and sold solely by
institutional investors. The Fund
considers many Rule 144A securities to
be "liquid," although the market for
such securities typically is less
active than the public securities
markets.
- --------------------------------------------------------------------------------


[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

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

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio.  Therefore, the Fund may
have a higher  portfolio  turnover rate compared to many other mutual funds. The
Fund's  average  portfolio  turnover  rate for the fiscal year ended October 31,
1999 was ____%.

<PAGE>

A  portfolio  turnover  rate of 200% is  equivalent  to the Fund buying and
selling  all of the  securities  in its  portfolio  two times in the course of a
year.  A  comparatively  high  turnover  rate may  result  in  higher  brokerage
commissions and taxable capital gain distributions to the Fund's shareholders.

[INVESCO ICON] FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL  INVESTMENT MANAGEMENT
COMPANY THAT MANAGES  MORE THAN $291  BILLION IN ASSETS  WORLDWIDE.  AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

INVESCO,  located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $_____ billion
for more than  __________  shareholders  of ___ INVESCO  mutual  funds.  INVESCO
performs a wide variety of other services for the Fund, including administrative
and transfer agency functions (the processing of purchases,  sales and exchanges
of Fund shares).

A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Fund's distributor and is responsible for the sale of the Fund's shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fee the Fund paid to INVESCO for its advisory
services in the year ended October 31, 1999.


- --------------------------------------------------------------------------------
                                            ADVISORY FEE AS A PERCENTAGE OF
FUND                                  AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT
- --------------------------------------------------------------------------------
Technology Fund--Institutional Class                   ____%
- --------------------------------------------------------------------------------

[INVESCO ICON] PORTFOLIO MANAGER

The  following  individual  is  primarily  responsible  for the  day-to-day
management of the Fund:

WILLIAM R. KEITHLER,  a Chartered Financial Analyst, has been the portfolio
manager of the  Technology  Fund since  January 1,  1999.  He also  manages  the
INVESCO VIF -  Technology  Fund and is a vice  president  of  INVESCO.  Bill was
previously a portfolio manager with Berger Associates, Inc. (1993 to 1998) and a
portfolio  manager with  INVESCO  (1986 to 1993).  He received an M.S.  from the
University of Wisconsin - Madison and a B.A. from Webster College.

Bill is a member of INVESCO's  Sector Team,  which is co-led by himself and
John R. Schroer.

[INVESCO ICON] POTENTIAL REWARDS

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

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

<PAGE>

SUITABILITY FOR INVESTORS

Only you can  determine if an investment in the Fund is right for you based
upon your own economic situation,  the risk level with which you are comfortable
and other factors. In general, the Fund is most suitable for investors who:
o    are willing to grow their capital over the long-term (at least five years)
o    can accept the additional risks  associated with sector  investing
o    understand that shares of the Fund can, and likely will, have daily price
     fluctuations
o    are investing  tax-deferred  retirement  accounts,  such  as  Traditional
     and Roth Individual Retirement Accounts ("IRAs"), as well as employer-
     sponsored qualified retirement  plans,  including  401(k)s  and  403(b)s,
     all of which have longer investment horizons.

You probably do not want to invest in the Fund if you are:
o    primarily seeking current dividend income
o    unwilling to accept potentially significant  changes  in the price of Fund
     shares
o    speculating  on  short-term fluctuations in the stock markets.

[INVESCO ICON] SHARE PRICE

CURRENT  MARKET  VALUE OF FUND
ASSETS + ACCRUED  INTEREST  AND
DIVIDENDS - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund shares is likely to change daily.  This value is known as
the Net Asset Value per share,  or NAV.  INVESCO  determines the market value of
each  investment  in the  Fund's  portfolio  each day  that  the New York  Stock
Exchange  ("NYSE")  is open,  at the close of the  regular  trading  dayon  that
exchange (normally,  4:00 p.m. Eastern time). Therefore,  shares of the Fund are
not priced on days when the NYSE is closed,  which  generally is on weekends and
national holidays in the U.S.

NAV is calculated by adding together the current market price of all of the
Fund's  investments and other assets,  including accrued interest and dividends;
subtracting  the Fund's debts,  including  accrued  expenses;  and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All  purchases,  sales and  exchanges of Fund shares are made by INVESCO at
the NAV next calculated after INVESCO receives proper  instructions  from you to
purchase,  redeem or  exchange  shares of the Fund.  Your  instructions  must be
received  by INVESCO no later than the close of the NYSE to effect  transactions
at that day's NAV. If INVESCO hears from you after that time, your  instructions
will be processed at the NAV calculated at the end of the next day that the NYSE
is open.

Foreign securities  exchanges,  which set the prices for foreign securities
held by the Fund, are not always open the same days as the NYSE, and may be open
for business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation,  the Fund
would not calculate NAV on Thanksgiving  Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign  exchanges
could  result in  changes in the value of  investments  held by the Fund on that
day.

<PAGE>

[INVESCO ICON] HOW TO BUY SHARES

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

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

In deciding which class of shares to purchase,  you should consider,  among
other  things,  (i) the length of time you expect to hold your shares,  (ii) the
provisions of the  distribution  plan applicable to the class, if any, and (iii)
the eligibility requirements that apply to purchases of a particular class.

This  Class  is  offered  only to  institutional  investors  and  qualified
retirement plans. This Class is not available to retail investors.

There is no charge to  invest,  exchange,  or redeem  shares  when you make
transactions  directly  through  INVESCO.  However,  if you  invest  in the Fund
through a securities  broker, you may be charged a commission or transaction fee
for either purchases or sales of Fund shares. For all new accounts,  please send
a  completed  application  form,  and  specify  the  fund or  funds  you wish to
purchase.

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

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

We have the following policies governing exchanges:

o    Both fund accounts involved in the exchange must be registered in exactly
     the same name(s) and Social Security or federal tax I.D. number(s).
o    You may make up to four exchanges out of the Fund per 12-month period.
o    The Fund reserves the right to reject any exchange  request,  or to modify
     or terminate the exchange  policy,  if it is in the best  interests of the
     Fund and its  shareholders.  Notice of all  modifications  or terminations
     that  affect all  shareholders  of the Fund will be given at least 60 days
     prior to the effective  date of the change,  except in unusual  instances,
     including a suspension  of  redemption  of the  exchanged  security  under
     Section 22(e) of the Investment Company Act of 1940.

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

<PAGE>

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

[INVESCO ICON] YOUR ACCOUNT SERVICES

SHAREHOLDER ACCOUNTS.  INVESCO maintains your share account, which contains
your current Fund holdings. The Fund does not issue share certificates.

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

QUARTERLY  INVESTMENT  SUMMARIES.  Each  calendar  quarter,  you  receive a
written statement which  consolidates and summarizes  account activity and value
at the  beginning  and  end of the  period  for  each  of  your  INVESCO  funds.

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

TELEPHONE  TRANSACTIONS.  You may buy,  exchange  and sell  Fund  shares by
telephone,  unless you specifically decline these privileges,  when you fill out
the INVESCO new account Application.

YOU CAN  CONDUCT  MOST  TRANSACTIONS  AND  CHECK  ON YOUR  ACCOUNT  THROUGH  OUR
TOLL-FREE  TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.

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

IRAS AND OTHER RETIREMENT  PLANS.  Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for  information  and forms to establish or transfer  your existing
retirement plan or account.

[INVESCO ICON] HOW TO SELL SHARES

The following chart shows several convenient ways to sell your Fund shares.
Shares of the Fund may be sold at any time at the next NAV calculated after your
request  to sell in  proper  form is  received  by  INVESCO.  Depending  on Fund
performance,  the NAV at the time you sell your  shares may be more or less than
the price you paid to purchase your shares.

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

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

<PAGE>

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

INVESCO  usually mails you the proceeds from the sale of Fund shares within
seven days  after we  receive  your  request  to sell in proper  form.  However,
payment may be postponed under unusual  circumstances - for instance,  if normal
trading is not taking place on the NYSE or during an emergency as defined by the
Securities and Exchange  Commission.  If your INVESCO fund shares were purchased
by a check which has not yet cleared,  payment will be made  promptly  when your
purchase check does clear; that can take up to 15 days.


METHOD                   REDEMPTION MINIMUM       PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE             $250 (or, if less,       INVESCO's telephone
Call us toll-free at:    full liquidation of      redemption privileges
1-800-525-8085           the account) for a       may be modified or
                         redemption check;        terminated in the
                         $1,000 for a wire to     future at INVESCO's
                         your bank of record.     discretion.
                         The maximum amount
                         which may be redeemed
                         by telephone is
                         generally $25,000.
- --------------------------------------------------------------------------------
IN WRITING               Any amount.              The redemption
Mail your request to                              request must be
INVESCO Funds Group,                              signed by all
Inc., P.O. Box                                    registered account
173706, Denver, CO                                owners. Payment will
80217-3706. You may                               be mailed to your
also send your                                    address as it appears
request by overnight                              on INVESCO's
courier to 7800 E.                                records,  or to a
Union Ave., Denver,                               bank designated by
CO 80237.                                         you in  writing.

- --------------------------------------------------------------------------------
BY EXCHANGE                                       See "Exchange Policy."
Between two INVESCO
funds.  Call
1-800-525-8085 for
prospectuses  of
other INVESCO funds.
Exchanges may be made
by phone or at our Web
site at www.invesco.com.
You may also establish
an automatic monthly
exchange service between
two INVESCO funds; call
us for further details
and the correct form.
- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL      This option is not
PLAN                     available to
You may call us to       shareholders of the
request the              Fund.
appropriate form and
more information at
1-800-525-8085.
- --------------------------------------------------------------------------------
<PAGE>

METHOD                   REDEMPTION MINIMUM       PLEASE REMEMBER
- --------------------------------------------------------------------------------
PAYMENT TO THIRD         Any amount.              All registered
PARTY                                             account owners must
Mail your request to                              sign the request,
INVESCO                                           with signature guarantees
Funds Group, Inc.,                                from an eligible guarantor
P.O. Box 173706                                   financial institution, such
Denver, CO 80217-3706.                            as a commercial bank or a
                                                  recognized national or
                                                  regional securities firm.
- --------------------------------------------------------------------------------

[GRAPH ICON] TAXES

Everyone's  tax status is unique.  We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Fund.

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

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

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

If you have not provided  INVESCO with complete,  correct tax  information,
the Fund is required by law to withhold 31% of your  distributions and any money
that you  receive  from the sale of shares  of the Fund as a backup  withholding
tax.
<PAGE>

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN  DISTRIBUTIONS

The Fund earns ordinary or investment income from dividends and interest on
its  investments.  The Fund  expects  to  distribute  substantially  all of this
investment  income,  less Fund expenses,  to shareholders  annually,  or at such
other times as the Fund may elect.

The Fund also realizes capital gains and losses when it sells securities in
its  portfolio  for more or less than it paid for them.  If total gains on sales
exceed total losses (including losses carried forward from previous years),  the
Fund has a net realized  capital gain. Net realized  capital gains,  if any, are
distributed to shareholders at least annually, usually in December.

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

Under present federal income tax laws, capital gains may be taxable at different
rates,  depending  on how long the  Fund  has  held the  underlying  investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income.  Long-term capital gains which are derived
from the sale of  assets  held  for  more  than one year are  taxed at up to the
maximum capital gains rate, currently 20% for individuals.

Dividends and capital gain distributions are paid to you if you hold shares
on the record date of the distribution regardless of how long you have held your
shares.  The Fund's NAV will drop by the amount of the  distribution  on the day
the  distribution  is  declared.  If you buy  shares of the Fund  just  before a
distribution is declared,  you may wind up "buying a  distribution."  This means
that if the Fund declares a dividend or capital gain distribution  shortly after
you  buy,  you  will  receive  some  of  your   investment  back  as  a  taxable
distribution. Most shareholders want to avoid this. And, if you sell your shares
at a loss for tax  purposes and purchase a  substantially  identical  investment
within 30 days before or after that sale, the transaction is usually  considered
a "wash sale" and you will not be able to claim a tax loss.

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations).  Certain information reflects financial results for a single
Fund share. The total return in the table represents the annual  percentage that
an investor  would have earned (or lost) on an investment in the Fund  (assuming
reinvestment  of all dividends and  distributions).



                                                              PERIOD ENDED
                                                            OCTOBER 31, 1999
                                                            ----------------
TECHNOLOGY FUND - INSTITUTIONAL CLASS
PER SHARE DATA
Net Asset Value-Beginning of Period                         $
- ----------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)
- ----------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income
Distributions from Capital Gains
In Excess of Capital Gains
- ----------------------------------------------------------------------------
TOTAL DISTRIBUTIONS
- ----------------------------------------------------------------------------
Net Asset Value -- End of Period                            $
============================================================================

TOTAL RETURN

RATIOS
Net Assets -- End of Period ($000 Omitted)                  $
Ratio of Expenses to Average Net Assets
Ratio of Net Investment Income to Average Net Assets
Portfolio Turnover Rate

<PAGE>

__________, 2000

INVESCO SECTOR FUNDS, INC.
TECHNOLOGY FUND - INSTITUTIONAL CLASS

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

FINANCIAL   REPORTS.   Although  this   Prospectus   describes  the  Fund's
anticipated  investments  and  operations,  the Fund also  prepares  annual  and
semiannual reports that detail the Fund's actual investments at the report date.
These reports include  discussion of the Fund's recent  performance,  as well as
market and general economic trends affecting the Fund's performance.  The annual
report also includes the report of the Fund's independent accountants.

STATEMENT  OF  ADDITIONAL  INFORMATION.  The SAI  dated  ______,  2000 is a
supplement to this Prospectus,  and has detailed  information about the Fund and
its  investment  policies and  practices.  A current SAI for the Fund is on file
with the  Securities  and  Exchange  Commission  and is  incorporated  into this
Prospectus  by  reference;  in other  words,  the SAI is  legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

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

To obtain a free copy of the  current  Prospectus,  SAI,  annual  report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085.  Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. Information on the Public Reference Section
can be obtained by calling 1-800-SEC-0330. The SEC file numbers for the Fund are
811-3826 and 002-85905.

To reach PAL(R), your 24-hour Personal Account Line, call: 1-800-424-8085.

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
3003 East Third Avenue, Suite 1

Denver Tech Center
7800 East Union Avenue


























811-3826


<PAGE>

PROSPECTUS | ________, 2000
- --------------------------------------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- --------------------------------------------------------------------------------

INVESCO SECTOR FUNDS, INC.

INVESCO ENERGY FUND - INVESTOR CLASS
INVESCO FINANCIAL SERVICES FUND - INVESTOR CLASS
INVESCO GOLD FUND - INVESTOR CLASS
INVESCO HEALTH SCIENCES FUND - INVESTOR CLASS
INVESCO LEISURE FUND - INVESTOR CLASS
INVESCO REALTY FUND - INVESTOR CLASS
INVESCO TECHNOLOGY FUND - INVESTOR CLASS
INVESCO TELECOMMUNICATIONS FUND - INVESTOR CLASS
  (FORMERLY, INVESCO WORLDWIDE COMMUNICATIONS FUND)
INVESCO UTILITIES FUND - INVESTOR CLASS

NINE NO-LOAD MUTUAL FUNDS  DESIGNED FOR INVESTORS  SEEKING  TARGETED  INVESTMENT
OPPORTUNITIES.


TABLE OF CONTENTS

Investment Goals, Strategies And Risks.................21
Fund Performance.......................................25
Fees And Expenses......................................29
Investment Risks.......................................31
Risks Associated With Particular Investments...........32
Temporary Defensive Positions..........................38
Portfolio Turnover.....................................38
Fund Management........................................39
Portfolio Managers.....................................40
Potential Rewards......................................41
Share Price............................................42
How To Buy Shares......................................42
Your Account Services..................................45
How To Sell Shares.....................................46
Taxes..................................................48
Dividends And Capital Gain Distributions...............48
Financial Highlights...................................50



                                 [INVESCO ICON]
                                     INVESCO

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

<PAGE>
This Prospectus will tell you more about:

[KEY ICON]     Investment Objectives & Strategies

[ARROW ICON]   Potential Investment Risks

[GRAPH ICON]   Past Performance

[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------

[KEY ICON][ARROW ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

FACTORS COMMON TO ALL THE FUNDS

INVESCO Funds Group, Inc.  ("INVESCO") is the investment  adviser for the Funds.
Together with our affiliated companies,  we at INVESCO direct all aspects of the
management and sale of the Funds.

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

All  of  the   Funds   attempt   to   make   your   investment   grow;   Realty,
Telecommunications  and Utilities Funds also attempt to earn income for you. The
Funds  are  aggressively  managed.   Although  the  Funds  can  invest  in  debt
securities,  they primarily  invest in equity  securities that INVESCO  believes
will rise in price faster than other securities, as well as in options and other
investments whose value is based upon the values of equity securities.

Each Fund invests primarily in the equity securities of companies doing business
in the economic sector described by its name. A portion of each Fund's assets is
not  required to be invested in the  sector.  To  determine  whether a potential
investment is truly doing business in a particular  sector,  a company must meet
at least one of the following tests:

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

INVESCO uses a bottom-up  investment  approach to create each Fund's  investment
portfolio,  focusing on company fundamentals and growth prospects when selecting
securities.  In general,  the Funds emphasize  strongly  managed  companies that
INVESCO believes will generate  above-average growth rates for the next three to
five years. We prefer markets and industries where leadership is in a few hands,
and we tend to avoid slower-growing markets or industries.

[ARROW ICON] Each Fund's  investments are diversified across the sector on which
it focuses.  However,  because those  investments are limited to a comparatively
narrow segment of the economy,  a Fund's  investments  are not as diversified as
most mutual funds, and far less  diversified than the broad securities  markets.
This means that the Funds tend to be more volatile than other mutual funds,  and
the values of their portfolio  investments  tend to go up and down more rapidly.
As a result, the value of your investment in a Fund may rise or fall rapidly.

<PAGE>

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

The Funds are concentrated in these sectors:

[KEY ICON] INVESCO ENERGY FUND--INVESTOR CLASS

The Fund invests  primarily  in the equity  securities  of companies  within the
energy sector.  These industries include oil companies,  oil and gas exploration
companies,   pipeline  companies,   refinery   companies,   energy  conservation
companies,  coal  and  uranium  companies,   alternative  energy  companies  and
pollution  control  technology  companies.  These  businesses  may be  adversely
affected  by  foreign  government,   federal  or  state  regulations  on  energy
production, distribution and sale.

Generally, we prefer to keep the Fund's investments divided among the three main
energy  subsectors:  major  oil  companies,  energy  services,  and  oil and gas
exploration/production  companies.  We adjust portfolio  weightings depending on
current economic  conditions.  Although individual security selection drives the
performance  of the  Fund,  short-term  fluctuations  in  commodity  prices  may
influence Fund returns and increase price fluctuations in the Fund's shares.

[KEY ICON] INVESCO FINANCIAL SERVICES FUND--INVESTOR CLASS

The Fund invests primarily in the equity securities of companies involved in the
financial  services  sector.  These  industries  include,  among  others,  banks
(regional and money-centers),  insurance companies (life, property and casualty,
and multiline),  and investment and  miscellaneous  industries  (asset managers,
brokerage firms, and government-sponsored agencies).

Because of accounting differences in this sector, we place a greater emphasis on
companies that are increasing  their revenue  streams along with their earnings.
We seek  companies  that  we  believe  can  grow  their  revenues  and  earnings
regardless of the interest rate  environment  -- although  securities  prices of
financial services companies  generally are interest  rate-sensitive.  We prefer
companies that have both marketing  expertise and superior  technology,  because
INVESCO  believes these companies are more likely to deliver products that match
their   customers'   needs.   We   attempt  to  keep  the   portfolio   holdings
well-diversified   across  the  entire  financial  services  sector.  We  adjust
portfolio  weightings  depending  on current  economic  conditions  and relative
valuations of securities.

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

[KEY ICON] INVESCO GOLD FUND--INVESTOR CLASS

The Fund invests primarily in the equity securities of companies involved in the
exploring,  mining, processing, or dealing and investing in gold. The securities
of these companies are highly dependent on the price of gold at any given time.

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

Because of the Fund's narrow focus,  investors  should expect  extreme swings in
the price of the Fund.  INVESCO employs a "growth gold" philosophy which focuses
the core portion of the portfolio on mid- to small-sized  exploration  companies
that have the  potential to make major gold  discoveries  around the world.  The
market  prices  of the  stocks  of these  companies  tend to rise and fall  more
rapidly than those of larger, more established  companies.  The remainder of the
Fund's portfolio focuses on major gold stocks which are leaders in their fields.
Up to 100% of the Fund's assets may be invested in foreign companies.

[KEY ICON] INVESCO HEALTH SCIENCES FUND--INVESTOR CLASS

The Fund invests  primarily in the equity  securities of companies that develop,
produce  or  distribute  products  or  services  related to health  care.  These
industries  include,  but are not limited to,  medical  equipment  or  supplies,
pharmaceuticals, health care facilities, and applied research and development of
new products or services.

We target  strongly  managed,  innovative  companies with new products.  INVESCO
attempts to blend well-established  health care firms with faster-growing,  more
dynamic  entities.  Well-established  health care  companies  typically  provide
liquidity and earnings  visibility for the portfolio and represent core holdings
in the Fund.  The remainder of the portfolio  consists of  faster-growing,  more
dynamic health care companies,  which have new products or are increasing  their
market share of existing  products.  Many  faster-growing  health care companies
have  limited  operating  histories  and their  potential  profitability  may be
dependent  on  regulatory  approval  of  their  products,  which  increases  the
volatility of these companies' security prices.

Many of these activities are funded or subsidized by governments;  withdrawal or
curtailment of this support could lower the  profitability  and market prices of
such  companies.  Changes in  government  regulation  could also have an adverse
impact.  Continuing  technological  advances  may  mean  rapid  obsolescence  of
products and services.
<PAGE>

[KEY ICON] INVESCO LEISURE FUND--INVESTOR CLASS

The Fund invests  primarily in the equity securities of companies engaged in the
design,   production  and  distribution  of  products  related  to  the  leisure
activities of individuals.  These  industries  include,  but are not limited to,
advertising,  communications/cable TV, cruise lines, entertainment, recreational
equipment, lodging, publishers,  restaurants and selected retailers. This sector
depends  on  consumer  discretionary  spending,  which  generally  falls  during
economic  downturns.  Securities  of gambling  casinos often are subject to high
price volatility and are considered speculative.  Video and electronic games are
subject to risks of rapid obsolescence.

We seek  firms  that  can  grow  their  businesses  regardless  of the  economic
environment.  INVESCO attempts to keep the portfolio well-diversified across the
entire leisure sector,  adjusting portfolio  weightings  depending on prevailing
economic conditions and relative valuations of securities.

[KEY ICON] INVESCO REALTY FUND--INVESTOR CLASS

The Fund invests  primarily in the equity securities of companies doing business
in the real estate industry.  These companies may include real estate investment
trusts, real estate brokers, home builders or real estate developers,  companies
with  substantial   real  estate   holdings,   and  companies  with  significant
involvement in the real estate industry.  The remainder of the Fund's assets are
invested in other income-producing securities.

The real estate industry is highly cyclical,  and the value of securities issued
by companies doing business in that sector may fluctuate widely. The real estate
industry - and, therefore,  the performance of the Fund - is highly sensitive to
national,  regional and local  economic  conditions,  interest  rates,  property
taxes,  overbuilding,  decline  in value of real  estate  and  changes in rental
income.

[KEY ICON] INVESCO TECHNOLOGY FUND--INVESTOR CLASS

The Fund invests  primarily  in the equity  securities  of companies  engaged in
technology-related  industries.  These include,  but are not limited to, applied
technology, biotechnology,  communications, computers, electronics, Internet, IT
services  and   consulting,   oceanography,   office  and  factory   automation,
networking,  robotics and video. Many of these products and services are subject
to rapid obsolescence, which may lower the market value of the securities of the
companies in this sector.

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

<PAGE>

[KEY ICON] INVESCO TELECOMMUNICATIONS FUND--INVESTOR CLASS

The Fund invests  primarily in the equity securities of companies engaged in the
design,  development,  manufacture,  distribution,  or  sale  of  communications
services and equipment and companies that are involved in supplying equipment or
services to such companies.

The  telecommunications  sector includes companies that offer telephone service,
wireless  communications,   satellite   communications,   television  and  movie
programming, broadcasting and Internet access.

We select stocks based on projected total return for individual companies, while
also analyzing  country specific factors that might affect stock  performance or
influence  company  valuation.  Normally,  the Fund  will  invest  primarily  in
companies located in at least three different  countries,  although U.S. issuers
will often  dominate the portfolio.  The Fund's  portfolio  emphasizes  strongly
managed  market  leaders,  with a lesser  weighting on smaller,  faster  growing
companies  which  offer new  products or services  and/or are  increasing  their
market share.

[KEY ICON] INVESCO UTILITIES FUND--INVESTOR CLASS

The Fund invests  primarily in the equity  securities of companies that produce,
generate,  transmit  or  distribute  natural gas or  electricity,  as well as in
companies  that  provide  telecommunications  services,  including  local,  long
distance and wireless, and excluding broadcasting.

Governmental  regulation,  difficulties  in  obtaining  adequate  financing  and
investment return, environmental issues, prices of fuel for electric generation,
availability of natural gas and risks  associated with nuclear power  facilities
may adversely affect the market value of the Fund's holdings.

INVESCO  seeks to keep the  portfolio  divided  among  the  electric  utilities,
natural gas and  telecommunications  industries.  Weightings  within the various
industry  segments are  continually  monitored to prevent  extreme  tilts in the
Fund's portfolio,  and INVESCO adjusts the portfolio weightings depending on the
prevailing economic conditions.

[GRAPH ICON] FUND PERFORMANCE

The bar charts below show the Funds'  actual  yearly  performance  for the years
ended December 31 (commonly  known as their "total return") over the past decade
or since  inception.  The table below shows  average  annual  total  returns for
various  periods ended  December 31 for each Fund compared to the S&P 500 Index,
and,  with respect to Realty Fund,  the NAREIT  Index.  The  information  in the
charts and table  illustrates  the variability of each Fund's return and how its
performance  compared to a broad measure of market performance.  Remember,  past
performance does not indicate how a Fund will perform in the future.

<PAGE>

The nine charts below contain the following plot points:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                           ENERGY FUND--INVESTOR CLASS
                          ACTUAL ANNUAL TOTAL RETURN(1)
- ---------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

43.46%    (16.49%)  (3.44%)   (13.25%)  16.71%    (7.25%)   19.80%    38.84%    19.09%    (27.83%)

Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                     FINANCIAL SERVICES FUND--INVESTOR CLASS
                          ACTUAL ANNUAL TOTAL RETURN(1)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

36.97%    (7.19%)   74.04%    26.76%    18.52%    (5.89%)   39.81%    30.29%    44.79%    13.45%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                           GOLD FUND--INVESTOR CLASS
                         ACTUAL ANNUAL TOTAL RETURN(1)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

21.33%    (23.06%)  (7.22%)   (8.04%)   72.47%    (27.85%)  12.72%    40.64%    (55.50%)  (22.54%)


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                      HEALTH SCIENCES FUND--INVESTOR CLASS
                         ACTUAL ANNUAL TOTAL RETURN (1)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

59.47%    25.75%    91.82%    (13.74%)  (8.41%)   0.94%     58.89%    11.41%    18.46%    43.40%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------
                          LEISURE FUND--INVESTOR CLASS
                          ACTUAL ANNUAL TOTAL RETURN(1)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

38.28%    (10.96%)  52.71%    23.39%    35.74%    (4.98%)   15.79%    9.08%     26.46%    29.78%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%

- ----------------------------------------------------------------------------------------------------
</TABLE>


- -------------------------------------------------------------
                  REALTY FUND--INVESTOR CLASS
               ACTUAL ANNUAL TOTAL RETURN(1),(2)
- --------------------------------------------------------------
1997      1998

21.50%    (23.48%)


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- --------------------------------------------------------------


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                        TECHNOLOGY FUND--INVESTOR CLASS
                         ACTUAL ANNUAL TOTAL RETURN(1)
- ----------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

21.45%    8.57%     76.98%    18.79%    15.03%    5.27%     45.80%    21.75%    8.85%     30.12%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------
            TELECOMMUNICATIONS FUND--INVESTOR CLASS
             ACTUAL ANNUAL TOTAL RETURN(1),(3)
- --------------------------------------------------------------
1995      1996      1997      1998

27.37%    16.81%    30.29%    40.99%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- --------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                UTILITIES FUND--INVESTOR CLASS
                 ACTUAL ANNUAL TOTAL RETURN(1)
- ----------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

31.42%    (10.05%)  28.02%    10.76%    21.20%    (9.94%)   25.25%    12.75%    24.38%    24.30%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURN(1)
                                 AS OF 12/31/99
- -----------------------------------------------------------------------------------------------
                                                1 YEAR          5 YEARS          10 YEARS
                                                                             OR SINCE INCEPTION
- -----------------------------------------------------------------------------------------------
<S>                                              <C>             <C>               <C>
Energy Fund - Investor Class                     ____%           ____%             ____%
Financial Services Fund - Investor Class         ____%           ____%             ____%
Gold Fund - Investor Class                       ____%           ____%             ____%
Health Sciences Fund - Investor Class            ____%           ____%             ____%
Leisure Fund - Investor Class                    ____%           ____%             ____%
Realty Fund - Investor Class                     ____%           ____%             ____%(2)
Technology Fund - Investor Class                 ____%           ____%             ____%
Telecommunications Fund - Investor Class         ____%           ____%             ____%(3)
Utilities Fund - Investor Class                  ____%           ____%             ____%
NAREIT Index(4)                                  ____%           ____%             ____%
S&P 500 Index(4)                                 ____%           ____%             ____%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1)  Total  return  figures  include  reinvested   dividends  and  capital  gain
     distributions, and include the effect of the Funds' expenses.

(2)  The Fund commenced investment operations on January 2, 1997.

(3)  The Fund commenced investment operations on August 1, 1994.

(4)  The S&P 500 Index is an unmanaged index  considered  representative  of the
     performance  of the  broad  U.S.  stock  market.  The  NAREIT  Index  is an
     unmanaged index indicative of the U.S. real estate investment trust market.
     Please  keep in mind that the  Indexes  do not pay  brokerage,  management,
     administrative or distribution expenses, all of which are paid by the Funds
     and are reflected in their annual returns.

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

You pay no fees to purchase Fund shares, to exchange to another INVESCO fund, or
to  sell  your  shares.  Accordingly,  no  fees  are  paid  directly  from  your
shareholder  account.  The only Fund  costs you pay are  annual  Fund  operating
expenses that are deducted from Fund assets.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

ENERGY FUND--INVESTOR CLASS
Management Fees                                    0.75%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

<PAGE>

FINANCIAL SERVICES FUND--INVESTOR CLASS
Management Fees                                    0.62%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%


GOLD FUND--INVESTOR CLASS
Management Fees                                    0.75%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%


HEALTH SCIENCES FUND--INVESTOR CLASS
Management Fees                                    0.64%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

LEISURE FUND--INVESTOR CLASS
Management Fees                                    0.75%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

REALTY FUND--INVESTOR CLASS
Management Fees                                    0.75%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

TECHNOLOGY FUND--INVESTOR CLASS
Management Fees                                    0.65%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

TELECOMMUNICATION FUND--INVESTOR CLASS
Management Fees                                    0.65%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%

UTILITIES FUND--INVESTOR CLASS
Management Fees                                    0.75%
Distribution and Service (12b-1) Fees(1)           0.25%
Other Expenses(2)(3)                               ____%
Total Annual Fund Operating Expenses(2)(3)         ____%


(1)  Because  the Funds pay a 12b-1  distribution  fee which is based  upon each
     Fund's  assets,  if you own shares of a Fund for a long period of time, you
     may pay more than the economic  equivalent of the maximum  front-end  sales
     charge permitted for mutual funds by the National Association of Securities
     Dealers, Inc.

(2)  Each Fund's actual Total Annual Fund Operating Expenses were lower than the
     figures  shown,  because their  custodian fees and/or  distribution  and/or
     transer agency fees were reduced under expense offset arrangements.
<PAGE>

(3)  The expense information  presented in this table has been restated from the
     financials to reflect a change in the administrative services fee.

(4)  Certain expenses of Realty and Utilities Funds were absorbed voluntarily by
     INVESCO pursuant to a commitment to those Funds.  After absorption,  Realty
     Fund's Other Expenses and Total Annual Fund  Operating  Expenses were ____%
     and ____%,  respectively;  and  Utilities  Fund's Other  Expenses and Total
     Annual Fund Operating  Expenses were ____% and ____%,  respectively.  These
     commitments  may be changed  at any time  following  consultation  with the
     board of directors.


EXAMPLE
This  Example is intended to help you compare the cost of investing in the Funds
to the cost of investing in other mutual funds.

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

<TABLE>
<CAPTION>
                                                1 year       3 years      5 years     10 years
<S>                                             <C>          <C>          <C>         <C>
Energy Fund - Investor Class                    $_____       $_____       $_____      $_____
Financial Services Fund - Investor Class        $_____       $_____       $_____      $_____
Gold Fund - Investor Class                      $_____       $_____       $_____      $_____
Health Sciences Fund - Investor Class           $_____       $_____       $_____      $_____
Leisure Fund - Investor Class                   $_____       $_____       $_____      $_____
Realty Fund - Investor Class                    $_____       $_____       $_____      $_____
Technology Fund - Investor Class                $_____       $_____       $_____      $_____
Telecommunications Fund - Investor Class        $_____       $_____       $_____      $_____
Utilities Fund - Investor Class                 $_____       $_____       $_____      $_____
</TABLE>


[ARROW ICON] INVESTMENT RISKS

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

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

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

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

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

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

<PAGE>

NOT A COMPLETE  INVESTMENT  PLAN.  An  investment  in any  mutual  fund does not
constitute a complete  investment plan. The Funds are designed to be only a part
of your personal investment plan.

YEAR 2000.  Many computer  systems in use today may not be able to recognize any
date after December 31, 1999. If these systems are not fixed by that date, it is
possible that they could  generate  erroneous  information  or fail  altogether.
INVESCO has committed  substantial  resources in an effort to make sure that its
own major  computer  systems will  continue to function on and after  January 1,
2000.  Of course,  INVESCO  cannot fix systems that are beyond its  control.  If
INVESCO's own systems,  or the systems of third parties upon which it relies, do
not perform  properly  after  December  31,  1999,  the Funds could be adversely
affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer  failures  affecting  portfolio  investments or
trading  of  securities  beginning  January  1, 2000.  For  example,  improperly
functioning  computer  systems  could  result  in  securities  trade  settlement
problems and liquidity issues,  production  issues for individual  companies and
overall economic uncertainties.  Individual issuers may incur increased costs in
making  their  own  systems  Year  2000  compliant.  The  combination  of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally  believed  that foreign  issuers,  particularly  those in emerging and
other markets, may be more vulnerable to Year 2000 problems than will be issuers
in the U.S.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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

MARKET RISK
Equity  stock  prices  vary and may fall,  thus  reducing  the value of a Fund's
investments.  Certain  stocks  selected for any Fund's  portfolio may decline in
value more than the overall stock market.

CREDIT RISK
The Funds may invest in debt  instruments,  such as notes and bonds.  There is a
possibility  that  the  issuers  of these  instruments  will be  unable  to meet
interest  payments or repay principal.  Changes in the financial  strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.

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

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

Moody's  Investor  Services,  Inc.  ("Moody's")  and  Standard & Poor's  ("S&P")
ratings  provide a useful but not certain  guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the  rating  service  assigns  to the  security.  To  compensate  investors  for
accepting  that  greater  risk,  lower-rated  securities  tend to  offer  higher
interest  rates.  Lower-rated  debt  securities  are often  referred to as "junk
bonds." A debt security is  considered  lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.

Lower-rated and non-rated debt  securities of comparable  quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be  considered  speculative.  Junk bonds are  perceived  by  independent
rating  agencies as having a greater risk that their issuers will not be able to
pay the interest and  principal as they become due over the life of the bond. In
addition to the loss of interest payments,  the market value of a defaulted bond
would  likely  drop,  and the Fund  would be forced  to sell it at a loss.  Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.

In addition to poor individual company  performance in the marketplace or in its
internal  management,  a significant  economic  downturn or increase in interest
rates may cause issuers of debt  securities to  experience  increased  financial
problems   which  could  hurt  their  ability  to  pay  principal  and  interest
obligations,  to  meet  projected  business  goals,  and  to  obtain  additional
financing.  These  conditions more severely  impact issuers of lower-rated  debt
securities.  The market for  lower-rated  straight debt securities may not be as
liquid as the market for higher-  rated  straight  debt  securities.  Therefore,
INVESCO  attempts to limit  purchases of  lower-rated  securities  to securities
having an established secondary market.

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

FOREIGN SECURITIES RISKS
Investments  in foreign and emerging  markets  carry  special  risks,  including
currency,   political,   regulatory  and  diplomatic  risks.  Energy,  Financial
Services,  Health Sciences,  Leisure, Realty, Technology and Utilities Funds may
invest up to 25% of their respective  assets in securities of non-U.S.  issuers.
Securities of Canadian issuers and American  Depository Receipts are not subject
to this 25% limitation.  Foreign  securities  risks are potentially  greater for
Gold and Telecommunications  Funds, since those Funds have the ability to invest
more than 25% of their respective assets in the securities of non-U.S. issuers.

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

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

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

        DIPLOMATIC RISK. A change in diplomatic relations between the U.S.
        and a foreign country could affect the value or liquidity of
        investments.
<PAGE>

        EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
        Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
        are presently  members of the European  Economic and Monetary Union (the
        "EMU")  which  as of  January  1,  1999,  adopted  the  euro as a common
        currency.  The national  currencies will be  sub-currencies  of the euro
        until July 1,  2002,  at which time the old  currencies  will  disappear
        entirely. Other European countries may adopt the euro in the future.

        The  introduction of the euro presents some  uncertainties  and possible
        risks,  which could adversely affect the value of securities held by the
        Funds.

        EMU  countries,  as  a  single  market,  may  affect  future  investment
        decisions of the Funds. As the euro is implemented, there may be changes
        in the relative  strength  and value of the U.S.  dollar and other major
        currencies,  as well as  possible  adverse  tax  consequences.  The euro
        transition by EMU countries - present and future - may affect the fiscal
        and  monetary  levels  of those  participating  countries.  There may be
        increased  levels of price  competition  among business firms within EMU
        countries  and  between  businesses  in EMU and non-EMU  countries.  The
        outcome of these uncertainties could have unpredictable effects on trade
        and  commerce  and  result in  increased  volatility  for all  financial
        markets.

INTEREST RATE RISK
Changes in interest rates will affect the resale value of debt  securities  held
in a Fund's portfolio.  In general,  as interest rates rise, the resale value of
debt securities  decreases;  as interest rates decline, the resale value of debt
securities generally  increases.  Debt securities with longer maturities usually
are more sensitive to interest rate movements.

DURATION RISK
Duration is a measure of a debt security's sensitivity to interest rate changes.
Duration is usually  expressed in terms of years,  with longer durations usually
more sensitive to interest rate fluctuations.

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

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

OPTIONS AND FUTURES RISK

Options and futures are common types of derivatives that a Fund may occasionally
use to hedge its  investments.  An option is the right to buy or sell a security
or other  instrument,  index or  commodity  at a  specific  price on or before a
specific  date.  A future is an  agreement  to buy or sell a  security  or other
instrument, index or commodity at a specific price on a specific date.
<PAGE>

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

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

          ---------------------------------------------------------

Each Fund invests  primarily in equity  securities  of companies in the economic
sector described by its name.  However, in an effort to diversify their holdings
and provide some  protection  against the risk of other  investments,  the Funds
also may invest in other types of securities and other financial instruments, as
indicated in the chart  below.  These  investments,  which at any given time may
constitute a significant portion of a Fund's portfolio, have their own risks


- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY
RECEIPTS (ADRS)                    Market,                Energy
These are securities               Information,           Financial Services
issued by U.S. banks that          Political,             Gold
represent shares of                Regulatory,            Health Sciences
foreign corporations held          Diplomatic,            Leisure
by those banks.  Although          Liquidity and          Realty
traded in U.S. securities          Currency Risks         Technology
markets and valued in                                     Telecommunications
U.S. dollars, ADRs carry                                  Utilities
most of the risks of
investing directly in
foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by               Market Credit,         Energy
private companies or               Interest Rate          Financial Services
governments representing           and Duration           Gold
an obligation to pay               Risks                  Health Sciences
interest and to repay                                     Leisure
principal when the                                        Realty
security matures.                                         Technology
                                                          Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
DELAYED DELIVERY OR
WHEN-ISSUED SECURITIES             Market and             Realty
Ordinarily, the Fund               Interest Rate
purchases securities and           Risks
pays for them in cash at
the normal trade
settlement time. When the
Fund purchases a delayed
delivery or when-issued
security, it promises to
pay in the future  for
example, when the
security is actually
available for delivery to
the Fund. The Fund's
obligation to pay and the
interest rate it
receives, in the case of
debt securities, usually
are fixed when the Fund
promises to pay. Between
the date the Fund
promises to pay and the
date the securities are
actually received, the
Fund receives no interest
on its investment, and
bears the risk that the
market value of the
when-issued security may
decline.
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS                          Currency,              Realty
A contract to exchange an          Political,             Telecommunications
amount of currency on a            Diplomatic,
date in the future at an           Counterparty
agreed-upon exchange rate          and Regulatory
might be used by the Fund          Risks
to hedge against changes
in foreign currency
exchange rates when the
Fund invests in foreign
securities.  Does not
reduce price fluctuations
in foreign securities, or
prevent losses if the
prices of those
securities decline.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be          Liquidity Risk         Energy
sold quickly at its fair                                  Financial Services
value.                                                    Gold
                                                          Health Sciences
                                                          Leisure
                                                          Realty
                                                          Technology
                                                          Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES
Securities issued or              Interest Rate           Realty
guaranteed by the U.S.            Risk
government or federal
agencies, representing
interests in pools of
mortgages purchased from
lending  institutions.
Interest and principal
payments are "passed
through" to holders of
the security.  When interest
rates drop and  homeowners
refinance mortgages at lower
rates, the value of mortgage-
backed  securities  tends to
drop.
- --------------------------------------------------------------------------------
REAL ESTATE INVESTMENT
TRUSTS (REITS)                     Interest Rate          Realty
Trusts that invest in              and Market Risks
real estate or interests
in real estate. Shares
of REITs are publicly
traded and are subject to
the same risks as any
other security, as well
as risks specific to the
real estate industry,
including decline in
value of real estate,
general and local
economic conditions, and
interest rate
fluctuations.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which             Credit and             Energy
the seller of a security           Counterparty           Financial Services
agrees to buy it back at           Risks                  Gold
an agreed-upon price and                                  Health Sciences
time in the future.                                       Leisure
                                                          Realty
                                                          Technology
                                                          Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not            Liquidity Risk         Energy
registered, but which are                                 Financial Services
bought and sold solely by                                 Gold
institutional investors.                                  Health Sciences
The Fund considers many                                   Leisure
Rule 144A securities to                                   Realty
be "liquid," although the                                 Technology
market for such                                           Telecommunications
securities typically is                                   Utilities
less active than the
public securities mar-
kets.
- --------------------------------------------------------------------------------

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

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

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Funds' portfolios. Therefore, some of the Funds
may have a higher  portfolio  turnover rate compared to many other mutual funds.
The Funds with higher than average portfolio  turnover rates for the fiscal year
ended October 31, 1999, are:

      Energy Fund                      ___%
      Financial Services Fund          ___%
      Gold Fund                        ___%
      Health Sciences Fund             ___%
      Leisure Fund                     ___%
      Technology Fund                  ___%
      Utilities Fund                   ___%

The Realty Fund had a portfolio  turnover rate of 697% for the fiscal year ended
July 31, 1999.

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

[INVESCO ICON] FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO,  located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the  Funds.  INVESCO  was  founded in 1932 and  manages  over  $_____
billion for more than  ___________  shareholders  of ___ INVESCO  mutual  funds.
INVESCO  performs a wide  variety  of other  services  for the Funds,  including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL  INVESTMENT MANAGEMENT
COMPANY THAT MANAGES  MORE THAN $291  BILLION IN ASSETS  WORLDWIDE.  AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

INVESCO Realty Advisors,  Inc.  ("IRAI"),  located at One Lincoln Center,  Suite
700, 5400 LBJ Freeway,  LB-2,  Dallas,  Texas,  is the sub-adviser to the Realty
Fund.

A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Funds' distributor and is responsible for the sale of the Funds' shares.

INVESCO, IRAI and IDI are subsidiaries of AMVESCAP PLC.

The  following  table shows the fees the Funds paid to INVESCO for its  advisory
services in the most recent fiscal years:


- --------------------------------------------------------------------------------
                                 ADVISORY FEE AS A PERCENTAGE OF
                                    AVERAGE ANNUAL NET ASSETS
FUND                                      UNDER MANAGEMENT        YEAR ENDED
- --------------------------------------------------------------------------------
ENERGY FUND-INVESTOR CLASS                       ____%         OCTOBER 31, 1999
FINANCIAL SERVICES FUND-INVESTOR CLASS           ____%         OCTOBER 31, 1999
GOLD FUND-INVESTOR CLASS                         ____%         OCTOBER 31, 1999
HEALTH SCIENCES FUND-INVESTOR CLASS              ____%         OCTOBER 31, 1999
LEISURE FUND-INVESTOR CLASS                      ____%         OCTOBER 31, 1999
REALTY FUND-INVESTOR CLASS                       ____%         JULY 31, 1999
TECHNOLOGY FUND-INVESTOR CLASS                   ____%         OCTOBER 31, 1999
TELECOMMUNICATIONS FUND-INVESTOR CLASS           ____%         JULY 31, 1999
UTILITIES FUND-INVESTOR CLASS                    ____%         OCTOBER 31, 1999
- --------------------------------------------------------------------------------

<PAGE>

[INVESCO ICON] PORTFOLIO MANAGERS

The  following   individuals  are  primarily   responsible  for  the  day-to-day
management of each Fund's portfolio holdings:

      FUND                             PORTFOLIO MANAGER

      Energy                           John S. Segner
      Financial Services               Jeffrey G. Morris
      Gold                             John S. Segner
      Health Sciences                  John R. Schroer
      Leisure                          Mark Greenberg
      Technology                       William R. Keithler
      Telecommunications               Brian B. Hayward
      Utilities                        Brian B. Hayward
      REALTY                           IRAI

MARK GREENBERG,  a Chartered  Financial Analyst,  has managed Leisure Fund since
1996. He is a vice  president of INVESCO.  Mark was  previously a vice president
and global media and entertainment  analyst with Scudder,  Stevens & Clark (1990
to  1996);  media,  technology  and  telecommunications  analyst  with  Campbell
Advisors (1988 to 1989);  media and technology analyst with Irving Trust Company
(1983 to 1988); and an analyst with Argus Research and Bernstein  Macauley (1980
to 1983). He received a B.S.B.A. from Marquette University.

BRIAN B.  HAYWARD,  a  Chartered  Financial  Analyst,  has been the  manager  of
Telecommunications  and Utilities  Funds since 1997.  He is a vice  president of
INVESCO. He also manages INVESCO VIF--Utilities Fund. Brian began his investment
career in 1985,  and before  joining  INVESCO was a senior  equity  analyst with
Mississippi  Valley  Advisors  in St.  Louis,  Missouri.  He received an M.A. in
Economics and a B.A. in Mathematics from the University of Missouri.

WILLIAM R.  KEITHLER,  a Chartered  Financial  Analyst,  has been the  portfolio
manager of  Technology  Fund since  January 1, 1999. He also manages the INVESCO
VIF--Technology  Fund  and is a  senior  vice  president  of  INVESCO.  Bill was
previously a portfolio manager with Berger Associates, Inc. (1993 to 1998) and a
portfolio  manager with  INVESCO  (1986 to 1993).  He received an M.S.  from the
University of Wisconsin --Madison and a B.A. from Webster College.

JEFFREY G. MORRIS, a Chartered Financial Analyst, has been the portfolio manager
of Financial  Services Fund since March 1999 and was the Fund's co-manager since
1997.  He is also a vice  president  of INVESCO.  He joined  INVESCO in 1992 and
served as a research analyst from 1994 to 1995. Jeff received an M.S. in Finance
from the  University of  Colorado-Denver  and a B.S. in Business  Administration
from Colorado State University.

JOHN R. SCHROER, a Chartered Financial Analyst,  leads INVESCO's Health Team and
manages  Health  Sciences  Fund.  He has been the  portfolio  manager  of Health
Sciences Fund since  October 1997,  and was Health  Sciences  Fund's  co-manager
since 1994.  John also manages  INVESCO  VIF--Health  Sciences  Fund and INVESCO
Global Health Sciences Fund. He is a senior vice president of INVESCO and a vice
president of INVESCO Global Health Sciences Fund. He was previously an assistant
vice president with Trust Company of the West. John received an M.B.A.  and B.S.
from the University of Wisconsin-Madison.

<PAGE>

JOHN S. SEGNER has been the portfolio manager of Energy Fund since February 1997
and of the  Gold  fund  since  February  1999.  He is also a vice  president  of
INVESCO. John was previously a managing director and principal with The Mitchell
Group, Inc. (1990 to 1997), manager of marketing  development (1988 to 1990) and
manager of  financial  analysis  (1986 to 1988) with  First  Tennessee  National
Corporation,  a financial  analyst with Amerada Hess Corporation  (1985 to 1986)
and an  engineer  with  Texaco Inc.  (1980 to 1983).  He  received an M.B.A.  in
Finance from the University of Texas-Austin and a B.S. in Civil Engineering from
the University of Alabama.

All portfolio  managers of the above Funds are members of INVESCO's Sector Team,
which is co-led by Bill Keithler and John Schroer.

Realty Fund is managed by a team of IRAI portfolio managers that is collectively
responsible for the investment decisions relating to the Fund.

[INVESCO ICON] POTENTIAL REWARDS

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

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

SUITABILITY FOR INVESTORS

Only you can  determine if an  investment  in a Fund is right for you based upon
your own economic  situation,  the risk level with which you are comfortable and
other factors. In general, the Funds are most suitable for investors who:
o    are willing to grow their capital over the long-term (at least five years)
o    can accept the additional risks associated with sector investing
o    understand  that shares of a Fund can,  and likely  will,  have daily price
     fluctuations
o    are investing  tax-deferred  retirement  accounts,  such as Traditional and
     Roth Individual Retirement Accounts ("IRAs"), as well as employer-sponsored
     qualified  retirement plans,  including  401(k)s and 403(b)s,  all of which
     have longer investment horizons.

You probably do not want to invest in the Funds if you are:
o    primarily    seeking   current    dividend   income    (although    Realty,
     Telecommunications  and  Utilities  Funds  do seek  to  provide  income  in
     addition to capital appreciation)
o    unwilling to accept  potentially  significant  changes in the price of Fund
     shares
o    speculating on short-term fluctuations in the stock markets.

<PAGE>

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND
ASSETS + ACCRUED INTEREST AND
DIVIDENDS - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund shares is likely to change daily.  This value is known as
the Net Asset Value per share,  or NAV.  INVESCO  determines the market value of
each  investment  in each  Fund's  portfolio  each day  that the New York  Stock
Exchange  ("NYSE")  is open,  at the close of the  regular  trading  day on that
exchange (normally, 4:00 p.m. Eastern time). Therefore,  shares of the Funds are
not priced on days when the NYSE is closed,  which  generally is on weekends and
national holidays in the U.S.

NAV is calculated by adding together the current market price of all of a Fund's
investments  and  other  assets,   including  accrued  interest  and  dividends;
subtracting  the Fund's debts,  including  accrued  expenses;  and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or  exchange  shares of a Fund.  Your  instructions  must be  received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV.  If  INVESCO  hears from you after that  time,  your  instructions  will be
processed  at the NAV  calculated  at the end of the  next  day that the NYSE is
open.

Foreign securities  exchanges,  which set the prices for foreign securities held
by the Funds, are not always open the same days as the NYSE, and may be open for
business on days the NYSE is not.  For  example,  Thanksgiving  Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
would not calculate NAV on Thanksgiving  Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign  exchanges
could  result in changes in the value of  investments  held by the Funds on that
day.

[INVESCO ICON] HOW TO BUY SHARES

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

The following chart shows several  convenient ways to invest in the Funds. There
is no charge to invest,  exchange or redeem  shares  when you make  transactions
directly through INVESCO.  However, if you invest in a Fund through a securities
broker,  you may be charged a commission or transaction fee for either purchases
or  sales  of Fund  shares.  For  all  new  accounts,  please  send a  completed
application form, and specify the fund or funds you wish to purchase.

INVESCO  reserves  the right to  increase,  reduce or waive each Fund's  minimum
investment requirements in its sole discretion,  if it determines this action is
in the best  interests of that Fund's  shareholders.  INVESCO also  reserves the
right in its sole  discretion to reject any order to buy Fund shares,  including
purchases by exchange.

MINIMUM  INITIAL  INVESTMENT.  $1,000,  which is waived for  regular  investment
plans,  including  EasiVest and Direct Payroll Purchase,  and certain retirement
plans, including IRAs.
<PAGE>

MINIMUM  SUBSEQUENT  INVESTMENT.  $50 (Minimums are lower for certain retirement
plans.)

EXCHANGE  POLICY.  You may exchange your shares in any of the Funds for those in
another INVESCO mutual fund on the basis of their respective NAVs at the time of
the exchange.

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

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

We have the following policies governing exchanges:
o    Both fund  accounts  involved in the exchange must be registered in exactly
     the same name(s) and Social Security or federal tax I.D. number(s).
o    You may make up to four exchanges out of each Fund per 12-month period.
o    Each Fund reserves the right to reject any exchange  request,  or to modify
     or terminate  the exchange  policy,  if it is in the best  interests of the
     Fund and its shareholders.  Notice of all such modifications or termination
     that  affect  all  shareholders  of the Fund will be given at least 60 days
     prior to the  effective  date of the change,  except in unusual  instances,
     including a  suspension  of  redemption  of the  exchanged  security  under
     Section 22(e) of the Investment Company Act of 1940.

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

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

INTERNET  TRANSACTIONS.  Investors  may open new  accounts,  exchange and redeem
shares of any  INVESCO  Fund  through  the  INVESCO  Web site.  To utilize  this
service,  you will need a web browser (presently Netscape version 4.0 or higher,
Internet  Explorer version 4.0 or higher,  or AOL version 5.0 or higher) and the
ability to utilize the INVESCO Web site.  INVESCO will accept Internet  purchase
instructions  only for  exchanges  or if the  purchase  price is paid to INVESCO
through  debiting your bank account,  and any Internet cash  redemptions will be
paid only to the same bank account from which the payment to INVESCO originated.
INVESCO  imposes  a  limit  of  $25,000  on  Internet  purchase  and  redemption
transactions.   Other   minimum   transaction   amounts  are  discussed  in  the
Prospectuses  for the Funds.  You may also  download an  application  to open an
account from the Web site,  complete it by hand,  and mail it to INVESCO,  along
with a check.

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

<PAGE>

METHOD                        INVESTMENT MINIMUM         PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY CHECK                      $1,000 for regular
Mail to:                      accounts;
INVESCO Funds Group,          $250 for an IRA;
Inc.,                         $50 minimum for each
P.O. Box 173706,              subsequent
Denver, CO 80217-3706.        investment.
You may send your
check
by overnight courier
to:
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------

BY WIRE                       $1,000
You may send your payment
by bank wire (call INVESCO
for instructions).
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH         $50                        You must forward your
Call 1-800-525-8085                                      bank account
to request your                                          information to
purchase.  INVESCO                                       INVESCO prior to
will move money from                                     using this option.
your  designated bank/
credit  union  checking
or savings  account in
order to purchase shares,
upon your telephone
instructions, whenever
you wish.
- --------------------------------------------------------------------------------
BY INTERNET                   $1,000 for regular         You will need a web
Go to the INVESCO Web         accounts; $250 for         browser to utilize
site at www.invesco.com       an IRA; $50 minimum        this service. Internet
                              for each subsequent        purchase transactions
                              investment                 are limited to $25,000.

- --------------------------------------------------------------------------------
REGULAR INVESTING             $50 per month for          Like all regular
WITH EASIVEST                 EasiVest; $50              investment plans, nei-
OR DIRECT PAYROLL             per pay period for         ther EasiVest nor
PURCHASE                      Direct Payroll             Direct Payroll Pur-
You may enroll on             Purchase. You may          chase ensures a
your fund                     start or stop              profit or protects
application, or call          your regular               against loss in a
us for a separate             investment plan at any     falling market.
form and more                 time, with two weeks'      Because you'll invest
details. Investing            notice to                  continually,
the same amount on a          INVESCO.                   regardless of varying
monthly basis                                            price levels, con-
allows you to buy                                        sider your financial
more shares when                                         ability to keep
prices are low and                                       buying through low
fewer shares when                                        price levels.  And
prices are high. This                                    remember that you
"dollar cost aver-                                       will lose money if
aging" may help                                          you redeem your
offset market fluctua-                                   shares when the
tions. Over a period                                     market value of all
of time, your average                                    your shares is less
cost per share may be                                    than their cost.
less than the actual
average per share.
- --------------------------------------------------------------------------------

BY PAL(R)                     $1,000 (The exchange       Be sure to write down
Your "Personal                minimum is $250 for        the confirmation
Account Line" is              subsequent purchases       number provided by
available for                 requested by               PAL(R). You must
subsequent purchases          telephone.)                forward your bank
and exchanges 24                                         account information
hours a day.                                             to INVESCO prior to
Simply call                                              using this option.
1-800-424-8085.

<PAGE>

METHOD                        INVESTMENT MINIMUM         PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY EXCHANGE                   $1,000 to open a new       See "Exchange Policy."
Between two INVESCO           account; $50
funds. Call                   for written requests
1-800-525-8085 for            to purchase
prospectuses of               additional shares for
other INVESCO funds.          an existing
Exchanges                     account. (The
may be made by phone          exchange minimum
or at our                     is $250 for exchanges
Web site at                   requested by
www.invesco.com. You          telephone.)
may also establish an
automatic
monthly exchange
service between
two INVESCO funds;
call us for further
details and the
correct form.


DISTRIBUTION  EXPENSES.  We have adopted a Plan and  Agreement  of  Distribution
(commonly  known as a "12b-1  Plan") for the Funds.  The 12b-1 fees paid by each
Fund are used to defray all or part of the cost of  preparing  and  distributing
prospectuses  and  promotional  materials,   as  well  as  to  pay  for  certain
distribution-related  and other services. These services include compensation to
third party brokers,  financial  advisers and financial  services companies that
sell Fund shares and/or service shareholder accounts.

Under the Plan,  each Fund's  payments  are limited to an amount  computed at an
annual rate of 0.25% of the Fund's average net assets. If distribution  expenses
for a Fund exceed these computed amounts, INVESCO pays the difference.

[INVESCO ICON] YOUR ACCOUNT SERVICES

SHAREHOLDER ACCOUNTS.  INVESCO maintains your share account, which contains your
current Fund holdings. The Funds do not issue share certificates.

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

QUARTERLY  INVESTMENT  SUMMARIES.  Each calendar quarter,  you receive a written
statement which  consolidates  and summarizes  account activity and value at the
beginning and end of the period for each of your INVESCO funds.

TRANSACTION  CONFIRMATIONS.  You receive  detailed  confirmations  of individual
purchases,  exchanges and sales.  If you choose  certain  recurring  transaction
plans  (for  instance,  EasiVest),  your  transactions  are  confirmed  on  your
quarterly Investment Summaries.

TELEPHONE TRANSACTIONS. You may buy, exchange and sell Fund shares by telephone,
unless you  specifically  decline these privileges when you fill out the INVESCO
new account Application.

YOU CAN  CONDUCT  MOST  TRANSACTIONS  AND  CHECK  ON YOUR  ACCOUNT  THROUGH  OUR
TOLL-FREE  TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.

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

IRAS AND OTHER  RETIREMENT  PLANS.  Shares  of any  INVESCO  mutual  fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for  information  and forms to establish or transfer  your existing
retirement plan or account.

[INVESCO ICON] HOW TO SELL SHARES

The  following  chart shows  several  convenient  ways to sell your Fund shares.
Shares  of the Funds  may be sold at any time at the next NAV  calculated  after
your  request to sell in proper form is received  by INVESCO.  Depending  on the
Fund  performance,  the NAV at the time you sell your shares may be more or less
than the price you paid to purchase your shares.

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

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

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

INVESCO usually mails you the proceeds from the sale of Fund shares within seven
days after we receive your request to sell in proper form. However,  payment may
be postponed under unusual  circumstances  - for instance,  if normal trading is
not  taking  place on the  NYSE,  or  during  an  emergency  as  defined  by the
Securities and Exchange  Commission.  If your INVESCO fund shares were purchased
by a check which has not yet cleared,  payment will be made  promptly  when your
purchase check does clear; that can take up to 15 days.

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

Because  of the  Funds'  expense  structure,  it costs as much to handle a small
account  as it does to handle a large one.  If the value of your  account in any
Fund falls below $250 as a result of your  actions  (for  example,  sale of your
Fund shares),  each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your  account.  Before  this is done,  you
will be notified and given 60 days to increase the value of your account to $250
or more.

METHOD                REDEMPTION MINIMUM                  PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE          $250 (or, if less,                  INVESCO's telephone
Call us toll-free     full liquidation of                 redemption privileges
at: 1-800-525-8085    the account) for a                  may be modified or
                      redemption check;                   terminated in the
                      $1,000 for a wire to                future at INVESCO's
                      your bank of record.                discretion.
                      The maximum amount
                      which may be redeemed
                      by telephone is
                      generally $25,000.

<PAGE>

METHOD                REDEMPTION MINIMUM                  PLEASE REMEMBER
- --------------------------------------------------------------------------------
IN WRITING            Any amount.                         The redemption
Mail your request to                                      request must be
INVESCO Funds Group,                                      signed by all
Inc., P.O. Box                                            registered account
173706, Denver, CO                                        owners. Payment will
80217-3706. You may                                       be mailed to your
also send your                                            address as it appears
request by overnight                                      on INVESCO's
courier to 7800 E.                                        records,  or to a
Union Ave.,                                               bank designated by
Denver, CO 80237.                                         you in  writing.
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH  $50                                You must forward your
Call 1-800-525-8085                                       bank account
to request your                                           information to
redemption.  INVESCO                                      INVESCO prior to
will automatically                                        using this option.
pay the proceeds into
your designated bank
account.
- --------------------------------------------------------------------------------
BY INTERNET           None.                               You will need a web
Go to the INVESCO     IRA redemptions are                 browser to utilize
Web site at           not permitted.                      this service.
www.invesco.com                                           Internet redemption
                                                          transactions are
                                                          limited to $25,000.
- --------------------------------------------------------------------------------
BY EXCHANGE           $250 for exchanges                  See "Exchange
Between two INVESCO   requested by                        Policy."
funds. Call           telephone.                          When opening a new
1-800-525-8085 for                                        account, investment
prospectuses of other                                     minimums apply.
INVESCO  funds.
Exchanges  may be
made by  phone or
at our Website at
www.invesco.com.
You may also
establish an
automatic monthly
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.

- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL   $100 per payment on a               You must have least
PLAN                  monthly or or                       $10,000 total
You may call us to    quarterly basis. The                invested with the
request the           redemption check may                INVESCO funds with at
appropriate form and  be made payable to                  least $5,000 of that
more information at   any party you                       total invested in the
1-800-525-8085.       designate.                          fund from which
                                                          withdrawals will be
                                                          made.
- --------------------------------------------------------------------------------
PAYMENT TO THIRD      Any amount.                         All registered
PARTY                                                     account owners must
Mail your request to                                      sign the request,
INVESCO                                                   with signature
Funds Group, Inc.,                                        guarantees from an
P.O. Box 173706                                           eligible guarantor
Denver, CO 80217-3706.                                    financial
                                                          institution, such as
                                                          a commercial bank or a
                                                          recognized national or
                                                          regional securities
                                                          firm.


<PAGE>

[GRAPH ICON] TAXES

Everyone's  tax  status is unique.  We  encourage  you to  consult  your own tax
adviser on the tax impact to you of investing in the Funds.

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

Each Fund customarily  distributes to its shareholders  substantially all of its
net  investment  income,  net capital gains and net gains from foreign  currency
transactions,  if any. You receive a proportionate part of these  distributions,
depending  on  the  percentage  of  each  Fund's  shares  that  you  own.  These
distributions  are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment  company taxable income and
net capital gains. As a result of this policy and the Fund's  qualification as a
regulated  investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes.  Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.

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

If you have not provided  INVESCO with complete,  correct tax  information,  the
Funds are  required by law to withhold 31% of your  distributions  and any money
that you  receive  from the sale of shares of the Funds as a backup  withholding
tax.

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Funds earn  ordinary or  investment  income from  dividends  and interest on
their  investments.  Due to the nature of its investments,  Gold Fund frequently
generates substantial ordinary income. Energy,  Financial Services, Gold, Health
Sciences,  Leisure, Technology and Telecommunications Funds expect to distribute
their   respective   investment   income,   less  Fund  expenses,   annually  to
shareholders.  Realty  and  Utilities  Funds  expect to make such  distributions
quarterly. All Funds can make distributions at other times, if they choose to do
so.

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

A Fund also realizes  capital  gains and losses when it sells  securities in its
portfolio for more or less than it paid for them. If total gains on sales exceed
total losses  (including losses carried forward from previous years), a Fund has
a net realized capital gain. Net realized capital gains, if any, are distributed
to shareholders at least annually, usually in December.
<PAGE>


Under present federal income tax laws, capital gains may be taxable at different
rates,  depending  on how  long a  Fund  has  held  the  underlying  investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income.  Long-term capital gains which are derived
from the sale of  assets  held  for  more  than one year are  taxed at up to the
maximum capital gains rate, currently 20% for individuals.

Dividends and capital gain  distributions  are paid to you if you hold shares on
the record date of the  distribution  regardless  of how long you have held your
shares.  A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is  declared,  you may wind up "buying a  distribution."  This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will  receive  some of your  investment  back as a  taxable  distribution.  Most
shareholders  want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually  considered a "wash sale" and you
will not be able to claim a tax loss.

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


<PAGE>
FINANCIAL HIGHLIGHTS

The  financial  highlights  table is  intended to help you  understand  a Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations).  Certain information reflects financial results for a single
Fund share. The total returns in the table represent the annual  percentage that
an investor  would have earned (or lost) on an  investment  in a Fund  (assuming
reinvestment  of all dividends and  distributions).  This  information  has been
audited by PricewaterhouseCoopers  LLP, independent accountants,  whose reports,
along with the financial  statements,  are included in INVESCO  Strategic Funds,
Inc.'s  (now  known as  INVESCO  Sector  Funds,  Inc.)  1998  Annual  Report  to
Shareholders  and  INVESCO  Specialty  Funds,   Inc.'s  1999  Annual  Report  to
Shareholders,  which  are  incorporated  by  reference  into  the  Statement  of
Additional Information. These Reports are available without charge by contacting
IDI at the address or telephone number on the back cover of this Prospectus.

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
ENERGY FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 19.38       $ 15.03       $ 10.09       $ 10.77
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(a)                               0.00          0.06          0.04          0.09
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (5.04)          5.56          4.94        (0.68)
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (5.04)          5.62          4.98        (0.59)
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.01          0.05          0.04          0.09
Distributions from Capital Gains                       0.34          1.22          0.00          0.00
In Excess of Capital Gains                             2.69          0.00          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    3.04          1.27          0.04          0.09
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 11.03       $ 19.38       $ 15.03       $ 10.09
=====================================================================================================

TOTAL RETURN                                       (28.51%)        40.65%        49.33%       (5.45%)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $137,455      $319,651      $236,169      $ 48,284
Ratio of Expenses to Average
  Net Assets                                       1.58%(c)      1.21%(c)      1.30%(c)      1.53%(c)
Ratio of Net Investment Income
  to Average Net Assets                               0.01%         0.39%         0.54%         0.72%
Portfolio Turnover Rate                                192%          249%          392%          300%

</TABLE>

(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
FINANCIAL SERVICES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 29.14       $ 22.94       $ 18.95       $ 15.31
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.25          0.28          0.50          0.29
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       3.01          8.14          5.18          3.64
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       3.26          8.42          5.68          3.93
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.25          0.28          0.50          0.29
In Excess of Net Investment Income                     0.00          0.00          0.00          0.00
Distributions from Capital Gains                       3.70          1.94          1.14          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    3.95          2.22          1.69          0.29
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 28.45       $ 29.14       $ 22.94       $ 18.95
=====================================================================================================

TOTAL RETURN                                         11.76%        39.80%        31.48%        25.80%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,417,655    $1,113,255      $542,688      $410,048
Ratio of Expenses to Average
  Net Assets                                       1.05%(a)      0.99%(a)      1.11%(a)      1.26%(a)
Ratio of Net Investment Income
  to Average Net Assets                               0.85%         1.19%         2.48%         2.10%
Portfolio Turnover Rate                                 52%           96%          141%          171%

</TABLE>


(a) Ratio is based on Total  Expenses  of the Fund,  which is before any expense
  offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998       1997(a)          1996          1995
GOLD FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $  3.21       $  8.00       $  5.21       $  5.68
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                           0.01        (0.02)        (0.01)          0.01
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.29)        (2.62)          2.80        (0.47)
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.28)        (2.64)          2.79        (0.46)
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.00          0.00          0.00          0.01
In Excess of Net Investment Income                     0.03          2.15          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    0.03          2.15          0.00          0.01
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $  1.90       $  3.21       $  8.00       $  5.21
=====================================================================================================

TOTAL RETURN                                       (38.98%)      (44.38%)        53.55%       (8.12%)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $           $ 107,249    $  151,085    $  277,892     $ 151,779
Ratio of Expenses to Average
  Net Assets                                       1.90%(b)      1.47%(b)      1.22%(b)      1.32%(b)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.93%)       (0.41%)       (0.08%)         0.13%
Portfolio Turnover Rate                                133%          148%          155%           72%

</TABLE>


(a) The per share information was computed based on average shares.
(b) Ratio is based on Total Expenses of the Fund, which is before any
    expense offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
HEALTH SCIENCES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 57.50       $ 55.24       $ 50.47       $ 35.09
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                           0.13          0.06          0.07        (0.03)
Net Gains on Securities
  (Both Realized and Unrealized)                      13.55         10.85          8.78         15.41
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                      13.68         10.91          8.85         15.38
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                                            0.25          0.06          0.07          0.00
Distributions from Capital Gains                       8.81          8.59          4.01          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    9.06          8.65          4.08          0.00
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 62.12       $ 57.50       $ 55.24       $ 50.47
=====================================================================================================

TOTAL RETURN                                         28.58%        22.96%        17.99%        43.83%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,328,196      $944,498      $933,828      $860,926
Ratio of Expenses to Average
  Net Assets                                       1.12%(b)      1.08%(b)      0.98%(b)      1.15%(b)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                        0.25%         0.11%         0.11%       (0.08%)
Portfolio Turnover Rate                                 92%          143%           90%          107%

</TABLE>


(a)Distributions  in excess of net investment  income for the year ended October
   31, 1998, aggregated less than $0.01 on a per share basis.
(b)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
LEISURE FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 27.21       $ 22.89       $ 23.78       $ 22.63
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)                        0.00          0.02          0.04          0.08
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       3.69          4.96          2.25          2.06
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       3.69          4.98          2.29          2.14
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.00          0.02          0.04          0.08
Distributions from Capital Gains                       2.98          0.64          2.25          0.91
In Excess of Capital Gains                             0.00          0.00          0.89          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    2.98          0.66          3.18          0.99
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 27.92       $ 27.21       $ 22.89       $ 23.78
=====================================================================================================

TOTAL RETURN                                         15.16%        22.32%        10.66%         9.98%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $228,681      $216,616      $252,297      $265,181
Ratio of Expenses to Average
  Net Assets                                       1.41%(c)      1.41%(c)      1.30%(c)      1.29%(c)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.09%)         0.05%         0.18%         0.31%
Portfolio Turnover Rate                                 31%           25%           56%          119%

</TABLE>

(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31,  1998,  1997,  1996 and 1995  aggregated  less than  $0.01 on a per share
   basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                         YEAR ENDED        PERIOD ENDED
                                                           JULY 31            JULY 31
- ---------------------------------------------------------------------------------------
<S>                                                     <C>           <C>          <C>
                                                       1999          1998       1997(a)
REALTY FUND -
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
  of Period                                         $  9.15       $ 10.99       $ 10.00
- ---------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.33          0.38          0.22
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.56)        (0.96)          0.99
- ---------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.23)        (0.58)          1.21
- ---------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.34          0.39          0.22
Distributions from Capital Gains                       0.00          0.87          0.00
In Excess of Capital Gains                             0.68          0.00          0.00
- ---------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    1.02          1.26          0.22
- ---------------------------------------------------------------------------------------
Net Asset Value-End of Period                       $  6.90       $  9.15       $ 10.99
=======================================================================================

TOTAL RETURN                                       (13.29%)       (6.49%)     12.24%(b)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                                    $17,406       $23,548       $36,658
Ratio of Expenses to Average
  Net Assets(c)(d)                                    1.34%         1.22%      1.20%(e)
Ratio of Net Investment Income
  to Average Net Assets(c)                            4.23%         3.53%      4.08%(e)
Portfolio Turnover Rate                             697%(f)          258%        70%(b)

</TABLE>


(a)From January 1, 1997,  commencement  of investment  operations,  to July 31,
   1997.
(b)Based  on  operations  for  the  period  shown  and,   accordingly,   is  not
   representative of a full year.
(c)Various  expenses  of the Fund were  voluntarily  absorbed by INVESCO for the
   years ended July 31,  1999 and 1998 and the period  ended July 31,  1997.  If
   such expenses had not been voluntarily absorbed, ratio of expenses to average
   net  assets   would  have  been  2.76%,   1.97%,   and  1.83%   (annualized),
   respectively,  and ratio of net investment income to average net assets would
   have been 2.81%, 2.78% and 3.45% (annualized), respectively.
(d)Ratio is based on Total  Expenses  of the Fund,  less  Expenses  absorbed  by
   INVESCO, which is before any expense offset arrangements.
(e)Annualized.
(f)Portfolio  turnover was greater than  expected  during the year due to active
   trading undertaken in response to market conditions.


<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
TECHNOLOGY FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 35.97       $ 34.23       $ 34.33       $ 24.94
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)                        0.00          0.13          0.07        (0.02)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.45)          6.23          5.76         10.20
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.45)          6.36          5.83         10.18
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.00          0.13          0.07          0.00
Distributions from Capital Gains                       3.16          4.49          5.86          0.79
In Excess of Capital Gains                             3.29          0.00          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    6.45          4.62          5.93          0.79
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 28.07       $ 35.97       $ 34.23       $ 34.33
=====================================================================================================

TOTAL RETURN                                        (2.47%)        20.71%        19.98%        42.19%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,008,771    $1,039,968      $789,611      $563,109
Ratio of Expenses to Average
  Net Assets                                       1.17%(c)      1.05%(c)      1.08%(c)      1.12%(c)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.49%)         0.41%         0.24%       (0.06%)
Portfolio Turnover Rate                                178%          237%          168%          191%

</TABLE>


(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED JULY 31
- -----------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>           <C>
                                          1999         1998          1997          1996       1995(a)
TELECOMMUNICATIONS FUND -
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
  of Period                            $ 19.60      $ 15.31       $ 12.43       $ 12.30       $ 10.00
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(b)         (0.00)         0.01          0.06          0.22          0.11
Net Gains on Securities
  (Both Realized and Unrealized)         12.57         5.32          3.90          1.38          2.35
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS         12.57         5.33          3.96          1.60          2.46
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                  0.00         0.00          0.06          0.22          0.11
Distributions from Capital Gains          0.37         1.04          1.02          1.25          0.05
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                       0.37         1.04          1.08          1.47          0.16
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period          $ 31.80      $ 19.60       $ 15.31       $ 12.43       $ 12.30
=====================================================================================================

TOTAL RETURN                            65.52%       36.79%        33.93%        13.67%        24.83%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                    $1,029,256     $276,577       $72,458       $50,516       $27,254
Ratio of Expenses to Average
  Net Assets                          1.24%(c)     1.32%(c)      1.69%(c)      1.66%(c)         1.95%
Ratio of Net Investment Income
  (Loss) to Average Net Assets         (0.49%)      (0.16%)         0.56%         1.78%         1.43%
Portfolio Turnover Rate                    62%          55%           96%          157%          215%

</TABLE>

(a) Commencement of investment operations was August 1, 1994.
(b) Net Investment Income (Loss) aggregated less than $0.01 on a per
    share basis for the year ended July 31, 1999.
(c) Ratio is based on Total  Expenses  of the Fund,  which is before any expense
    offset arrangements.

<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
UTILITIES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 12.42       $ 12.04       $ 10.61       $  9.76
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.30          0.32          0.37          0.44
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       2.56          1.25          1.43          0.84
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       2.86          1.57          1.80          1.28
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                                            0.26          0.32          0.37          0.43
Distributions from Capital Gains                       0.29          0.87          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    0.55          1.19          0.37          0.43
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 14.73       $ 12.42       $ 12.04       $ 10.61
=====================================================================================================

TOTAL RETURN                                         23.44%        14.37%        17.18%        13.48%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $177,309      $132,423      $153,082      $134,468
Ratio of Expenses to Average
  Net Assets (b)                                   1.29%(c)      1.22%(c)      1.17%(c)      1.18%(c)
Ratio of Net Investment Income
  to Average Net Assets (b)                           1.82%         2.74%         3.28%         4.47%
Portfolio Turnover Rate                                 47%           55%          141%          185%

</TABLE>


(a)Distributions  in excess of net investment  income for the year ended October
   31, 1996, aggregated less than 0.01 on a per share basis.
(b)Various  expenses  of the Fund were  voluntarily  absorbed by INVESCO for the
   years  ended  1998,  1997,  1996  and  1995.  If such  expenses  had not been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   1.36%, 1.27%, 1.25% and 1.30%,  respectively,  and ratio of net investment to
   average  net  assets  would  have  been  1.75%,  2.69%,  3.20%  and  4.34%,
   respectively.
(c)Ratio is based on Total  Expenses  of the Fund,  less  Expenses  Absorbed  by
   INVESCO, which is before any expense offset arrangements.


<PAGE>


_________, 2000

INVESCO SECTOR FUNDS, INC.
INVESCO ENERGY FUND - INVESTOR CLASS
INVESCO FINANCIAL SERVICES FUND - INVESTOR CLASS
INVESCO GOLD FUND - INVESTOR CLASS
INVESCO HEALTH SCIENCES FUND - INVESTOR CLASS
INVESCO LEISURE FUND - INVESTOR CLASS
INVESCO REALTY FUND - INVESTOR CLASS
INVESCO TECHNOLOGY FUND - INVESTOR CLASS
INVESCO TELECOMMUNICATIONS FUND - INVESTOR CLASS
INVESCO UTILITIES FUND - INVESTOR CLASS


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

FINANCIAL  REPORTS.  Although this Prospectus  describes the Funds'  anticipated
investments and operations, the Funds also prepare annual and semiannual reports
that detail the Funds'  actual  investments  at the report date.  These  reports
include  discussion  of each Fund's  recent  performance,  as well as market and
general  economic trends  affecting each Fund's  performance.  The annual report
also includes the report of the Funds' independent accountants.

STATEMENT  OF  ADDITIONAL  INFORMATION.  The  SAI  dated  ________,  2000  is  a
supplement to this Prospectus,  and has detailed information about the Funds and
their investment policies and practices.  A current SAI for the Funds is on file
with the  Securities  and  Exchange  Commission  and is  incorporated  into this
Prospectus  by  reference;  in other  words,  the SAI is  legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

INTERNET.  The  current  Prospectus  of the Funds may be  accessed  through  the
INVESCO Web site at www.invesco.com.  In addition,  the Prospectus,  SAI, annual
report and  semiannual  report of the Funds are available on the SEC Web site at
www.sec.gov.

To  obtain  a free  copy  of the  current  Prospectus,  SAI,  annual  report  or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085.  Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. Information on the Public Reference Section
can be obtained by calling  1-800-SEC-0330.  The SEC file  numbers for the Funds
are 811-3826 and 002-85905.








811-3826


<PAGE>

PROSPECTUS | ________, 2000
- --------------------------------------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- --------------------------------------------------------------------------------

INVESCO SECTOR FUNDS, INC.

INVESCO  ENERGY FUND--CLASS C
INVESCO  FINANCIAL  SERVICES  FUND--CLASS  C
INVESCO  GOLD  FUND--CLASS C
INVESCO  HEALTH  SCIENCES  FUND--CLASS C
INVESCO  LEISURE  FUND--CLASS  C
INVESCO  REALTY FUND--CLASS  C
INVESCO  TECHNOLOGY  FUND--CLASS  C
INVESCO  TELECOMMUNICATIONS FUND--CLASS C
  (FORMERLY,   INVESCO  WORLDWIDE   COMMUNICATIONS  FUND)
INVESCO  UTILITIES FUND--CLASS  C

NINE MUTUAL  FUNDS  DESIGNED  FOR  INVESTORS  SEEKING  TARGETED  INVESTMENT
OPPORTUNITIES.  CLASS C SHARES ARE SOLD PRIMARILY THROUGH THIRD PARTIES, SUCH AS
BROKERS, BANKS, AND FINANCIAL PLANNERS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks.................61
Fund Performance.......................................66
Fees And Expenses......................................69
Investment Risks.......................................72
Risks Associated With Particular Investments...........73
Temporary Defensive Positions..........................78
Portfolio Turnover.....................................79
Fund Management........................................79
Portfolio Managers.....................................80
Potential Rewards......................................81
Share Price............................................82
How To Buy Shares......................................82
Your Account Services..................................85
How To Sell Shares.....................................86
Taxes..................................................88
Dividends And Capital Gain Distributions...............88
Financial Highlights...................................90

                                 [INVESCO ICON]
                                    INVESCO

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


<PAGE>

This Prospectus will tell you more about:

[KEY ICON]     Investment Objectives & Strategies

[ARROW ICON]   Potential Investment Risks

[GRAPH ICON]   Past Performance

[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------

[KEY ICON][ARROW ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

FACTORS COMMON TO ALL THE FUNDS

INVESCO Funds Group,  Inc.  ("INVESCO") is the  investment  adviser for the
Funds. Together with our affiliated companies,  we at INVESCO direct all aspects
of the management of the Funds.

The Funds' Class C shares are sold primarily through third parties, such as
brokers,  banks,  and financial  planners.  This Prospectus  contains  important
information about the Funds' Class C shares.  One or more additional  classes of
shares are offered directly to the public through separate  prospectuses.  Those
other classes of shares have lower sales charges and  expenses,  with  resulting
positive effects on their  performance.  You can choose the class of shares that
is best for you,  based on how much you plan to invest  and how long you plan to
hold your  shares.  To obtain  additional  information  about  other  classes of
shares, contact INVESCO Distributors, Inc. ("IDI") at 1-800-_______________. You
may also obtain  information  concerning other classes offered from your broker,
bank,  or financial  planner who is offering the Class C shares  offered in this
Prospectus.

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

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

All  of  the   Funds   attempt   to   make   your   investment   grow;   Realty,
Telecommunications  and Utilities Funds also attempt to earn income for you. The
Funds  are  aggressively  managed.   Although  the  Funds  can  invest  in  debt
securities,  they primarily  invest in equity  securities that INVESCO  believes
will rise in price faster than other securities, as well as in options and other
investments whose value is based upon the values of equity securities.

Each Fund invests  primarily in the equity  securities  of companies  doing
business in the economic sector  described by its name. A portion of each Fund's
assets is not  required to be invested in the  sector.  To  determine  whether a
potential  investment is truly doing business in a particular  sector, a company
must  meet at least  one of the  following  tests:
o     At least  50% of its gross income or its net sales must come from
      activities in the sector;


<PAGE>

o     At least 50% of its assets must be devoted to producing  revenues from the
      sector; or
o     Based on other available information, we determine that its primary
      business is within the sector.

INVESCO  uses  a  bottom-up  investment  approach  to  create  each  Fund's
investment portfolio, focusing on company fundamentals and growth prospects when
selecting securities. In general, the Funds emphasize strongly managed companies
that INVESCO  believes  will  generate  above-average  growth rates for the next
three to five years. We prefer markets and industries  where  leadership is in a
few hands, and we tend to avoid slower-growing markets or industries.

[ARROW ICON] Each Fund's  investments are diversified  across the sector on
which  it  focuses.   However,  because  those  investments  are  limited  to  a
comparatively  narrow segment of the economy,  a Fund's  investments  are not as
diversified  as most  mutual  funds,  and far less  diversified  than the  broad
securities  markets.  This means that the Funds  tend to be more  volatile  than
other mutual funds, and the values of their portfolio  investments tend to go up
and down more rapidly.  As a result,  the value of your investment in a Fund may
rise or fall rapidly.

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

The Funds are concentrated in these sectors:

[KEY ICON] INVESCO ENERGY FUND--CLASS C

The Fund invests primarily in the equity securities of companies within the
energy sector.  These industries include oil companies,  oil and gas exploration
companies,   pipeline  companies,   refinery   companies,   energy  conservation
companies,  coal  and  uranium  companies,   alternative  energy  companies  and
pollution  control  technology  companies.  These  businesses  may be  adversely
affected  by  foreign  government,   federal  or  state  regulations  on  energy
production, distribution and sale.

Generally, we prefer to keep the Fund's investments divided among the three
main energy subsectors:  major oil companies,  energy services,  and oil and gas
exploration/production  companies.  We adjust portfolio  weightings depending on
current economic  conditions.  Although individual security selection drives the
performance  of the  Fund,  short-term  fluctuations  in  commodity  prices  may
influence Fund returns and increase price fluctuations in the Fund's shares.

[KEY ICON] INVESCO FINANCIAL SERVICES FUND--CLASS C

The Fund invests primarily in the equity  securities of companies  involved
in the financial services sector. These industries include,  among others, banks
(regional and money-centers),  insurance companies (life, property and casualty,
and multiline),  and investment and  miscellaneous  industries  (asset managers,
brokerage firms, and government-sponsored agencies).

Because  of  accounting  differences  in this  sector,  we place a  greater
emphasis on companies that are increasing their revenue streams along with their
earnings. We seek companies that we believe can grow their revenues and earnings
regardless of the interest rate  environment  -- although  securities  prices of

<PAGE>

financial services companies  generally are interest  rate-sensitive.  We prefer
companies that have both marketing  expertise and superior  technology,  because
INVESCO  believes these companies are more likely to deliver products that match
their   customers'   needs.   We   attempt  to  keep  the   portfolio   holdings
well-diversified   across  the  entire  financial  services  sector.  We  adjust
portfolio  weightings  depending  on current  economic  conditions  and relative
valuations of securities.

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

[KEY ICON] INVESCO GOLD FUND--CLASS C

The Fund invests primarily in the equity  securities of companies  involved
in the  exploring,  mining,  processing,  or dealing and investing in gold.  The
securities of these  companies are highly  dependent on the price of gold at any
given time.

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

Because of the Fund's narrow focus,  investors should expect extreme swings
in the price of the Fund.  INVESCO  employs a  "growth  gold"  philosophy  which
focuses the core  portion of the  portfolio on mid- to  small-sized  exploration
companies  that have the  potential  to make major gold  discoveries  around the
world.  The market prices of the stocks of these companies tend to rise and fall
more rapidly than those of larger, more established companies.  The remainder of
the Fund's  portfolio  focuses on major gold  stocks  which are leaders in their
fields. Up to 100% of the Fund's assets may be invested in foreign companies.

[KEY ICON] INVESCO HEALTH SCIENCES FUND--CLASS C

The Fund invests  primarily  in the equity  securities  of  companies  that
develop,  produce or  distribute  products or services  related to health  care.
These industries include, but are not limited to, medical equipment or supplies,
pharmaceuticals, health care facilities, and applied research and development of
new products or services.

We target strongly managed, innovative companies with new products. INVESCO
attempts to blend well-established  health care firms with faster-growing,  more
dynamic  entities.  Well-established  health care  companies  typically  provide
liquidity and earnings  visibility for the portfolio and represent core holdings
in the Fund.  The remainder of the portfolio  consists of  faster-growing,  more
dynamic health care companies,  which have new products or are increasing  their
market share of existing  products.  Many  faster-growing  health care companies
have  limited  operating  histories  and their  potential  profitability  may be
dependent  on  regulatory  approval  of  their  products,  which  increases  the
volatility of these companies' security prices.

<PAGE>

Many  of  these   activities  are  funded  or  subsidized  by  governments;
withdrawal  or  curtailment  of this support could lower the  profitability  and
market prices of such  companies.  Changes in government  regulation  could also
have an  adverse  impact.  Continuing  technological  advances  may  mean  rapid
obsolescence of products and services.

[KEY ICON] INVESCO LEISURE FUND--CLASS C

The Fund invests primarily in the equity securities of companies engaged in
the design,  production  and  distribution  of  products  related to the leisure
activities of individuals.  These  industries  include,  but are not limited to,
advertising,  communications/cable TV, cruise lines, entertainment, recreational
equipment, lodging, publishers,  restaurants and selected retailers. This sector
depends  on  consumer  discretionary  spending,  which  generally  falls  during
economic  downturns.  Securities  of gambling  casinos often are subject to high
price volatility and are considered speculative.  Video and electronic games are
subject to risks of rapid obsolescence.

We seek firms that can grow their  businesses  regardless  of the  economic
environment.  INVESCO attempts to keep the portfolio well-diversified across the
entire leisure sector,  adjusting portfolio  weightings  depending on prevailing
economic conditions and relative valuations of securities.

[KEY ICON] INVESCO REALTY FUND--CLASS C

The Fund invests  primarily  in the equity  securities  of companies  doing
business in the real estate  industry.  These  companies may include real estate
investment trusts, real estate brokers, home builders or real estate developers,
companies with substantial real estate holdings,  and companies with significant
involvement in the real estate industry.  The remainder of the Fund's assets are
invested in other income-producing securities.

The real estate  industry is highly  cyclical,  and the value of securities
issued by companies doing business in that sector may fluctuate widely. The real
estate  industry  - and,  therefore,  the  performance  of the Fund - is  highly
sensitive to national,  regional and local economic conditions,  interest rates,
property  taxes,  overbuilding,  decline in value of real  estate and changes in
rental income.

[KEY ICON] INVESCO TECHNOLOGY FUND--CLASS C

The Fund invests primarily in the equity securities of companies engaged in
technology-related  industries.  These include,  but are not limited to, applied
technology,  biotechnology,   communications,   computers,  video,  electronics,
oceanography,  office  and  factory  automation,  and  robotics.  Many of  these
products  and services  are subject to rapid  obsolescence,  which may lower the
market value of the securities of the companies in this sector.

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

<PAGE>

[KEY ICON] INVESCO TELECOMMUNICATIONS FUND--CLASS C

The Fund invests  primarily in the equity securities of companies engaged in the
design,  development,  manufacture,  distribution,  or  sale  of  communications
services and equipment and companies that are involved in supplying equipment or
services to such companies.

The  telecommunications  sector  includes  companies  that offer  telephone
service, wireless communications, satellite communications, television and movie
programming,   broadcasting,   Internet   access,   and/or   are   involved   in
infrastructure projects.  Infrastructure projects may include communications, as
well as utilities,  natural gas and oil pipelines,  and transportation  projects
such as airports, railroads and highways.

We select stocks based on projected total return for individual  companies,
while  also  analyzing   country   specific  factors  that  might  affect  stock
performance  or influence  company  valuations.  Normally,  the Fund will invest
primarily in companies located in at least three different  countries,  although
U.S. issuers will often dominate the portfolio.  The Fund's portfolio emphasizes
strongly  managed market  leaders,  with a lesser  weighting on smaller,  faster
growing  companies  which offer new products or services  and/or are  increasing
their market shares.

[KEY ICON] INVESCO UTILITIES FUND--CLASS C

The Fund invests  primarily  in the equity  securities  of  companies  that
produce, generate, transmit or distribute natural gas or electricity, as well as
in companies that provide  telecommunications  services,  including local,  long
distance and wireless, and excluding broadcasting.

Governmental  regulation,  difficulties in obtaining adequate financing and
investment return, environmental issues, prices of fuel for electric generation,
availability of natural gas and risks  associated with nuclear power  facilities
may adversely affect the market value of the Fund's holdings.

INVESCO seeks to keep the portfolio  divided among the electric  utilities,
natural gas and  telecommunications  industries.  Weightings  within the various
industry  segments are  continually  monitored to prevent  extreme  tilts in the
Fund's portfolio,  and INVESCO adjusts the portfolio weightings depending on the
prevailing economic conditions.

<PAGE>
[GRAPH ICON] FUND PERFORMANCE

Since the Funds'  Class C shares  did not  commence  investment  operations
until  January __,  2000,  the bar charts below show the Funds'  Investor  Class
shares'  actual  yearly  performance  for the years ended  December 31 (commonly
known as their "total return") over the past decade or since inception. Investor
Class shares are not offered in this  Prospectus.  THE BAR CHARTS DO NOT REFLECT
CONTINGENT  DEFERRED  SALES  CHARGES OR ASSET BASED  SALES  CHARGES IN EXCESS OF
0.25% OF NET ASSETS;  IF THEY DID, THE TOTAL  RETURN  SHOWN WOULD BE LOWER.  The
table below shows  average  annual  total  returns  for  various  periods  ended
December 31 for each  Investor  Class Fund  compared to the S&P 500 Index,  and,
with respect to Realty Fund, the NAREIT Index. The information in the charts and
table  illustrates  the variability of each Investor Class Fund's return and how
its  performance  compared to a broad measure of market  performance.  Remember,
past performance does not indicate how a Fund will perform in the future.

The bar charts below contain the following plot points:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                           ENERGY FUND--INVESTOR CLASS
                        ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ---------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

43.46%    (16.49%)  (3.44%)   (13.25%)  16.71%    (7.25%)   19.80%    38.84%    19.09%    (27.83%)

Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                     FINANCIAL SERVICES FUND--INVESTOR CLASS
                        ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

36.97%    (7.19%)   74.04%    26.76%    18.52%    (5.89%)   39.81%    30.29%    44.79%    13.45%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------

<PAGE>
- ----------------------------------------------------------------------------------------------------
                           GOLD FUND--INVESTOR CLASS
                       ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

21.33%    (23.06%)  (7.22%)   (8.04%)   72.47%    (27.85%)  12.72%    40.64%    (55.50%)  (22.54%)


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                      HEALTH SCIENCES FUND--INVESTOR CLASS
                       ACTUAL ANNUAL TOTAL RETURN (1),(2)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

59.47%    25.75%    91.82%    (13.74%)  (8.41%)   0.94%     58.89%    11.41%    18.46%    43.40%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------
                          LEISURE FUND--INVESTOR CLASS
                       ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ----------------------------------------------------------------------------------------------------
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

38.28%    (10.96%)  52.71%    23.39%    35.74%    (4.98%)   15.79%    9.08%     26.46%    29.78%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%

- ----------------------------------------------------------------------------------------------------
</TABLE>


- -------------------------------------------------------------
                  REALTY FUND--INVESTOR CLASS
              ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
- --------------------------------------------------------------
1997      1998

21.50%    (23.48%)


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- --------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                        TECHNOLOGY FUND--INVESTOR CLASS
                       ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ----------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

21.45%    8.57%     76.98%    18.79%    15.03%    5.27%     45.80%    21.75%    8.85%     30.12%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------
            TELECOMMUNICATIONS FUND--INVESTOR CLASS
             ACTUAL ANNUAL TOTAL RETURN(1),(2),(4)
- --------------------------------------------------------------
1995      1996      1997      1998

27.37%    16.81%    30.29%    40.99%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- --------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                UTILITIES FUND--INVESTOR CLASS
               ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ----------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

31.42%    (10.05%)  28.02%    10.76%    21.20%    (9.94%)   25.25%    12.75%    24.38%    24.30%


Worst Calendar Qtr.  _____    _____%
Best Calendar Qtr.   _____    _____%
- ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                       AVERAGE ANNUAL TOTAL RETURN(1),(2)
                                 AS OF 12/31/99
- -----------------------------------------------------------------------------------------------
                                                1 YEAR          5 YEARS          10 YEARS
                                                                             OR SINCE INCEPTION
- -----------------------------------------------------------------------------------------------
<S>                                              <C>             <C>               <C>
Energy Fund - Investor Class                     ____%           ____%             ____%
Financial Services Fund - Investor Class         ____%           ____%             ____%
Gold Fund - Investor Class                       ____%           ____%             ____%
Health Sciences Fund - Investor Class            ____%           ____%             ____%
Leisure Fund - Investor Class                    ____%           ____%             ____%
Realty Fund - Investor Class                     ____%           ____%             ____%(3)
Technology Fund - Investor Class                 ____%           ____%             ____%
Telecommunications Fund - Investor Class         ____%           ____%             ____%(4)
Utilities Fund - Investor Class                  ____%           ____%             ____%
NAREIT Index(5)                                  ____%           ____%             ____%
S&P 500 Index(5)                                 ____%           ____%             ____%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1)  Total  return  figures  include   reinvested   dividends  and  capital gain
     distributions, and include the effect of the Funds' expenses.

(2)  The total and  average annual  returns  are for a separate  class of shares
     that is not offered in this Prospectus. Total returns of Class C shares
     will differ only to the extent that the classes do not have the same
     expenses.

(3)  The Fund  commenced  investment  operations  on January 2, 1997.

(4)  The Fund commenced investment operations on August 1, 1994.

(5)  The S&P 500 Index is an unmanaged index considered representative of
     the performance of the broad U.S. stock market. The NAREIT Index is an
     unmanaged index indicative of the U.S. real estate investment trust
     market.  Please keep in mind that the Indexes do not pay brokerage,
     management, administrative or distribution expenses, all of which are
     paid by the Funds and are reflected in their annual returns.

FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and
hold shares of the Funds:

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

CLASS C SHARES
  Maximum Sales Charge (Load) Imposed on Purchases
    (as a percentage of offering price)                     None
  Maximum Deferred Sales Charge (Load)                      1.00%*
  Maximum Sales Charge (Load) Imposed on Reinvested
    Dividends and Other Distributions                       None
  Redemption Fee (as a percentage of amount redeemed)       None
  Exchange Fee                                              None
  Maximum Account Fee                                       None

* A 1%  contingent  deferred  sales  charge is  charged on  redemptions  or
exchanges  of shares held  thirteen  months or less other than  shares  acquired
through reinvestment of dividends and other distributions.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

ENERGY FUND--CLASS C
  Management Fees                             0.75%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

FINANCIAL SERVICES FUND--CLASS C
  Management Fees                             0.62%
  Distribution and Service (12b-1)Fees(1)     1.00%

<PAGE>

  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

GOLD FUND--CLASS C
  Management Fees                             0.75%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

HEALTH SCIENCES FUND--CLASS C
  Management Fees                             0.64%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

LEISURE FUND--CLASS C
  Management Fees                             0.75%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

REALTY FUND--CLASS C
  Management Fees                             0.75%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

TECHNOLOGY FUND--CLASS C
  Management Fees                             0.65%
  Distribution and Service (12b-1 Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

TELECOMMUNICATION FUND--CLASS C
  Management Fees                             0.65%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

UTILITIES FUND--CLASS C
  Management Fees                             0.75%
  Distribution and Service (12b-1)Fees(1)     1.00%
  Other Expenses(2)                           ____%
  Total Annual Fund Operating Expenses(2)     ____%

(1) Because the Funds pay a 12b-1  distribution and service fees which are
    based upon each  Fund's  assets,  if you own shares of a Fund for a long
    period of time,  you may pay more than the  economic  equivalent  of the
    maximum  front-end  sales  charge  permitted  for  mutual  funds  by the
    National Association of Securities Dealers, Inc.

(2) Based on  estimated  expenses  for the current  fiscal year which may be
    more or less than actual  expenses.  Actual  expenses  are not  provided
    because the Funds did not begin a public  offering of their shares until
    January __, 2000.  If necessary,  certain  expenses of the Funds will be
    absorbed  by INVESCO  for at least the first  fiscal year of each Fund's
    operations  in  order  to  ensure  that  expenses  for  Energy-Class  C,
    Financial  Services-Class  C,  Gold-Class  C, Health  Sciences-Class  C,
    Leisure-Class     C,     Realty-Class     C,     Technology-Class     C,
    Telecommunications-Class  C and  Utilities-Class C Funds will not exceed
    ____%,  ____%,  ____%,  ____%,  ____%,  ____%,  ____%,  ____% and ____%,
    respectively, of each Fund's average net assets pursuant to an agreement
    between the Funds and INVESCO.  These  commitments may be changed at any
    time  following   consultation  with  the  board  of  directors.   After
    absorption,  Energy  Fund-Class C's Other Expenses and Total Annual Fund

<PAGE>

    Operating  Expenses  for the  fiscal  year  ending  March  31,  2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Financial  Services  Fund-Class  C's Other  Expenses  and Total
    Annual Fund Operating Expenses for the fiscal year ending March 31, 2000
    are estimated to be ____% and ____%, respectively, of the Fund's average
    net assets;  Gold  Fund-Class  C's Other  Expenses and Total Annual Fund
    Operating  Expenses  for the  fiscal  year  ending  March  31,  2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Health Sciences  Fund-Class C's Other Expenses and Total Annual
    Fund  Operating  Expenses  for the fiscal  year ended March 31, 2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Leisure  Fund-Class  C's Other  Expenses  and Total Annual Fund
    Operating  Expenses  for the  fiscal  year  ending  March  31,  2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Realty  Fund-Class  C's Other  Expenses  and Total  Annual Fund
    Operating  Expenses  for the  fiscal  year  ended  March  31,  2000  are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Technology  Fund-Class C's Other Expenses and Total Annual Fund
    Operating  Expenses  for the  fiscal  year  ending  March  31,  2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets;  Telecommunications  Fund-Class  C's  Other  Expenses  and Total
    Annual Fund Operating Expenses for the fiscal year ending March 31, 2000
    are estimated to be ____% and ____%, respectively, of the Fund's average
    net assets; and Utilities Fund-Class C's Other Expenses and Total Annual
    Fund  Operating  Expenses  for the fiscal year ending March 31, 2000 are
    estimated to be ____% and ____%, respectively, of the Fund's average net
    assets.

EXAMPLES

These  Examples  are  intended to help you compare the cost of investing in
the Funds to the cost of investing in other mutual funds.

The Examples  assume that you invested  $10,000 in Class C shares of a Fund
for the time periods indicated. The first Example assumes that you redeem all of
your shares at the end of those  periods.  The second  Example  assumes that you
keep  your  shares.  Both  Examples  also  assume  that  your  investment  had a
hypothetical  5% return  each  year,  and  assume  that the Class C's  operating
expenses  remained the same.  Although a Fund's actual costs and performance may
be higher or lower, based on these assumptions your costs would have been:


      IF SHARES ARE REDEEMED                1 year    3 years
      Energy Fund-- Class C                 $___      $___
      Financial Services Fund--Class C      $___      $___
      Gold Fund--Class C                    $___      $___
      Health Sciences Fund--Class C         $___      $___
      Leisure Fund--Class C                 $___      $___
      Realty Fund--Class C                  $___      $___
      Technology Fund--Class C              $___      $___
      Telecommunications Fund--Class C      $___      $___
      Utilities Fund--Class C               $___      $___

<PAGE>

      IF SHARES ARE NOT REDEEMED            1 year    3 years
      Energy Fund--Class C                  $___      $___
      Financial Services Fund--Class C      $___      $___
      Gold Fund--Class C                    $___      $___
      Health Sciences Fund--Class C         $___      $___
      Leisure Fund--Class C                 $___      $___
      Realty Fund--Class C                  $___      $___
      Technology Fund--Class C              $___      $___
      Telecommunications Fund--Class C      $___      $___
      Utilities Fund--Class C               $___      $___

[ARROW ICON] INVESTMENT RISKS

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

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

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

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

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

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

NOT A COMPLETE  INVESTMENT  PLAN. An investment in any mutual fund does not
constitute a complete  investment plan. The Funds are designed to be only a part
of your personal investment plan.

YEAR 2000. Many computer  systems in use today may not be able to recognize
any date after  December 31, 1999.  If these systems are not fixed by that date,
it  is  possible  that  they  could  generate  erroneous   information  or  fail
altogether.  INVESCO has  committed  substantial  resources in an effort to make
sure that its own major computer  systems will continue to function on and after
January  1, 2000.  Of course,  INVESCO  cannot fix  systems  that are beyond its
control. If INVESCO's own systems, or the systems of third parties upon which it
relies,  do not perform  properly  after  December 31, 1999,  the Funds could be
adversely affected.

In addition,  the markets for, or values of,  securities in which the Funds
invest may possibly be hurt by computer failures affecting portfolio investments
or trading of  securities  beginning  January 1, 2000.  For example,  improperly
functioning  computer  systems  could  result  in  securities  trade  settlement
problems and liquidity issues,  production  issues for individual  companies and
overall economic uncertainties.  Individual issuers may incur increased costs in
making  their  own  systems  Year  2000  compliant.  The  combination  of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally  believed  that foreign  issuers,  particularly  those in emerging and
other markets, may be more vulnerable to Year 2000 problems than will be issuers
in the U.S.

<PAGE>

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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

MARKET RISK

Equity stock prices vary and may fall,  thus reducing the value of a Fund's
investments.  Certain  stocks  selected for any Fund's  portfolio may decline in
value more than the overall stock market.

CREDIT RISK

The Funds may invest in debt instruments, such as notes and bonds. There is
a  possibility  that the  issuers  of these  instruments  will be unable to meet
interest  payments or repay principal.  Changes in the financial  strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.

DEBT SECURITIES RISK

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

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

Moody's Investor Services,  Inc.  ("Moody's") and Standard & Poor's ("S&P")
ratings  provide a useful but not certain  guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the  rating  service  assigns  to the  security.  To  compensate  investors  for
accepting  that  greater  risk,  lower-rated  securities  tend to  offer  higher
interest  rates.  Lower-rated  debt  securities  are often  referred to as "junk
bonds." A debt security is  considered  lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.

Lower-rated and non-rated debt securities of comparable quality are subject
to wider  fluctuations  in yields  and  market  values  than  higher-rated  debt
securities  and may be  considered  speculative.  Junk  bonds are  perceived  by
independent rating agencies as having a greater risk that their issuers will not
be able to pay the  interest  and  principal as they become due over the life of
the bond.  In addition to the loss of interest  payments,  the market value of a
defaulted  bond would likely drop,  and the Fund would be forced to sell it at a
loss.  Debt  securities  rated lower than B by either S&P or Moody's are usually
considered to be highly speculative.

In addition to poor individual company performance in the marketplace or in
its internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt  securities to  experience  increased  financial
problems   which  could  hurt  their  ability  to  pay  principal  and  interest
obligations,  to  meet  projected  business  goals,  and  to  obtain  additional
financing.  These  conditions more severely  impact issuers of lower-rated  debt
securities.  The market for lower rated  straight debt  securities may not be as
liquid as the market for higher-  rated  straight  debt  securities.  Therefore,
INVESCO  attempts to limit  purchases of  lower-rated  securities  to securities
having an established secondary market.

<PAGE>

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

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks,  including
currency,   political,   regulatory  and  diplomatic  risks.  Energy,  Financial
Services,  Health Sciences,  Leisure, Realty, Technology and Utilities Funds may
invest up to 25% of their respective  assets in securities of non-U.S.  issuers.
Securities of Canadian issuers and American  Depository Receipts are not subject
to this 25% limitation.  Foreign  securities  risks are potentially  greater for
Gold and Telecommunications  Funds, since those Funds have the ability to invest
more than 25% of their respective assets in the securities of non-U.S. issuers.

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

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

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

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

        EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
        Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
        are presently  members of the European  Economic and Monetary Union (the
        "EMU")  which  as of  January  1,  1999,  adopted  the  euro as a common
        currency.  The national  currencies will be  sub-currencies  of the euro
        until July 1,  2002,  at which time the old  currencies  will  disappear
        entirely. Other European countries may adopt the euro in the future.

        The  introduction of the euro presents some  uncertainties  and possible
        risks,  which could adversely affect the value of securities held by the
        Funds.

        EMU  countries,  as  a  single  market,  may  affect  future  investment
        decisions of the Funds. As the euro is implemented, there may be changes
        in the relative  strength  and value of the U.S.  dollar and other major
        currencies,  as well as  possible  adverse  tax  consequences.  The euro
        transition by EMU countries - present and future - may affect the fiscal
        and  monetary  levels  of those  participating  countries.  There may be
        increased  levels of price  competition  among business firms within EMU
        countries  and  between  businesses  in EMU and non-EMU  countries.  The
        outcome of these uncertainties could have unpredictable effects on trade
        and  commerce  and  result in  increased  volatility  for all  financial
        markets.

<PAGE>

INTEREST RATE RISK

Changes in interest  rates will affect the resale value of debt  securities
held in a Fund's portfolio. In general, as interest rates rise, the resale value
of debt  securities  decreases;  as interest rates decline,  the resale value of
debt securities  generally  increases.  Debt  securities with longer  maturities
usually are more sensitive to interest rate movements.

DURATION RISK

Duration is a measure of a debt  security's  sensitivity  to interest  rate
changes.  Duration is usually expressed in terms of years, with longer durations
usually more  sensitive to interest rate  fluctuations.  Liquidity Risk A Fund's
portfolio is liquid if the Fund is able to sell the securities it owns at a fair
price within a  reasonable  time.  Liquidity is generally  related to the market
trading volume for a particular security. Investments in smaller companies or in
foreign  companies or companies in emerging  markets are subject to a variety of
risks, including potential lack of liquidity.

DERIVATIVES RISK

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

OPTIONS AND FUTURES RISK

Options  and  futures  are  common  types  of  derivatives  that a Fund may
occasionally use to hedge its investments. An option is the right to buy or sell
a security or other  instrument,  index or commodity  at a specific  price on or
before a specific  date.  A future is an  agreement to buy or sell a security or
other instrument, index or commodity at a specific price on a specific date.

COUNTERPARTY RISK

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

LACK OF TIMELY INFORMATION RISK

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


                    -----------------------------------------

Each Fund  invests  primarily  in equity  securities  of  companies  in the
economic sector described by its name.  However, in an effort to diversify their
holdings and provide some protection against the risk of other investments,  the
Funds  also  may  invest  in other  types  of  securities  and  other  financial
instruments,  as indicated in the chart below. These  investments,  which at any
given time may  constitute a  significant  portion of a Fund's  portfolio,  have
their own risks

<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY
RECEIPTS (ADRS)                    Market,                Energy
These are securities               Information,           Financial
issued by U.S. banks that          Political,             Services
represent shares of                Regulatory,            Gold
foreign corporations held          Diplomatic,            Health Sciences
by those banks.  Although          Liquidity and          Leisure
traded in U.S. securities          Currency Risks         Realty
markets and valued in                                     Technology
U.S. dollars, ADRs carry                                  Telecommunications
most of the risks of                                      Utilities
investing directly in
foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by               Market Credit,         Energy
private companies or               Interest Rate          Financial Services
governments representing           and Duration           Gold
an obligation to pay               Risks                  Health Sciences
interest and to repay                                     Leisure
principal when the                                        Realty
security matures.                                         Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
DELAYED DELIVERY OR
WHEN-ISSUED SECURITIES             Market and             Realty
Ordinarily, the Fund               Interest Rate
purchases securities and           Risks
pays for them in cash at
the normal trade
settlement time. When the
Fund purchases a delayed
delivery or when-issued
security, it promises to
pay in the future  for
example, when the
security is actually
available for delivery to
the Fund. The Fund's
obligation to pay and the
interest rate it
receives, in the case of
debt securities, usually
are fixed when the Fund
promises to pay. Between
the date the Fund
promises to pay and the
date the securities are
actually received, the
Fund receives no interest
on its investment, and
bears the risk that the
market value of the
when-issued security may
decline.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS                          Currency,              Realty
A contract to exchange an          Political,             Telecommunications
amount of currency on a            Diplomatic,
date in the future at an           Counterparty
agreed-upon exchange rate          and Regulatory
might be used by the Fund          Risks
to hedge against changes
in foreign currency
exchange rates when the
Fund invests in foreign
securities.  Does not
reduce price fluctuations
in foreign securities, or
prevent losses if the
prices of those
securities decline.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be          Liquidity Risk         Energy
sold quickly at its fair                                  Financial Services
value.                                                    Gold
                                                          Health Sciences
                                                          Leisure
                                                          Technology
                                                          Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES
Securities issued or              Interest Rate           Realty
guaranteed by the U.S.            Risk
government or federal
agencies, representing
interests in pools of
mortgages purchased from
lending  institutions.
Interest and principal
payments are "passed
through" to holders of
the security.  When interest
rates drop and  homeowners
refinance mortgages at lower
rates, the value of mortgage-
backed  securities  tends to
drop.
- --------------------------------------------------------------------------------
REAL ESTATE INVESTMENT
TRUSTS (REITS)                     Interest Rate          Realty
Trusts that invest in              and Market Risks
real estate or interests
in real estate. Shares
of REITs are publicly
traded and are subject to
the same risks as any
other security, as well
as risks specific to the
real estate industry,
including decline in
value of real estate,
general and local
economic conditions, and
interest rate
fluctuations.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT                         RISKS                  APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which             Credit and             Energy
the seller of a security           Counterparty           Financial Services
agrees to buy it back at           Risks                  Gold
an agreed-upon price and                                  Health Sciences
time in the future.                                       Leisure
                                                          Realty
                                                          Technology
                                                          Telecommunications
                                                          Utilities
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not            Liquidity Risk         Energy
registered, but which are                                 Financial Services
bought and sold solely by                                 Gold
institutional investors.                                  Health Sciences
The Fund considers many                                   Leisure
Rule 144A securities to                                   Realty
be "liquid," although the                                 Technology
market for such                                           Telecommunications
securities typically is                                   Utilities
less active than the
public securities mar-
kets.
- --------------------------------------------------------------------------------

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

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

<PAGE>

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Funds' portfolios.  Therefore, some of the
Funds may have a higher  portfolio  turnover  rate compared to many other mutual
funds.  The Funds with  higher than  average  portfolio  turnover  rates for the
fiscal year ended October 31, 1999, are:

      Energy Fund                      ___%
      Financial Services Fund          ___%
      Gold Fund                        ___%
      Health Sciences Fund             ___%
      Leisure Fund                     ___%
      Technology Fund                  ___%
      Utilities Fund                   ___%

The Realty Fund had a portfolio  turnover  rate of 697% for the fiscal year
ended July 31, 1999.

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

[INVESCO ICON] FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO,  located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the  Funds.  INVESCO  was  founded in 1932 and  manages  over  $_____
billion  for more than  __________  shareholders  of ___ INVESCO  mutual  funds.
INVESCO  performs a wide  variety  of other  services  for the Funds,  including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

INVESCO Realty  Advisors,  Inc.  ("IRAI"),  located at One Lincoln  Center,
Suite 700, 5400 LBJ Freeway,  LB-2, Dallas,  Texas, is the sub-adviser to Realty
Fund.

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL  INVESTMENT MANAGEMENT
COMPANY THAT MANAGES  MORE THAN $291  BILLION IN ASSETS  WORLDWIDE.  AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Funds' distributor and is responsible for the sale of the Funds' shares.

INVESCO,  IRAI and IDI are  subsidiaries  of AMVESCAP PLC.

Since the Funds'  Class C shares  did not  commence  investment  operations
until January __, 2000,  Class C shares paid no fees to INVESCO for its advisory
services in the year ended July 31, 1999 for Realty and Telecommunications Funds
and in the year ended  October 31, 1999 for Energy,  Financial  Services,  Gold,
Health Sciences, Leisure, Technology and Utilities Funds.

<PAGE>

[INVESCO ICON] PORTFOLIO MANAGERS

The following  individuals  are primarily  responsible  for the  day-to-day
management of each Fund's portfolio holdings:

      Fund                             Portfolio Manager

      Energy                           John S. Segner
      Financial Services               Jeffrey G. Morris
      Gold                             John S. Segner
      Health Sciences                  John R. Schroer
      Leisure                          Mark Greenberg
      Technology                       William R. Keithler
      Telecommunications               Brian B. Hayward
      Utilities                        Brian B. Hayward
      Realty                           IRAI

MARK GREENBERG,  a Chartered  Financial  Analyst,  has managed Leisure Fund
since 1996.  He is a vice  president  of  INVESCO.  Mark was  previously  a vice
president and global media and  entertainment  analyst with  Scudder,  Stevens &
Clark (1990 to 1996);  media,  technology  and  telecommunications  analyst with
Campbell Advisors (1988 to 1989); media and technology analyst with Irving Trust
Company  (1983 to 1988);  and an  analyst  with  Argus  Research  and  Bernstein
Macauley (1980 to 1983). He received a B.S.B.A. from Marquette University.

BRIAN B. HAYWARD, a Chartered  Financial  Analyst,  has been the manager of
Telecommunications  and Utilities  Funds since 1997.  He is a vice  president of
INVESCO. He also manages INVESCO VIF--Utilities Fund. Brian began his investment
career in 1985,  and before  joining  INVESCO was a senior  equity  analyst with
Mississippi  Valley  Advisors  in St.  Louis,  Missouri.  He received an M.A. in
Economics and a B.A. in Mathematics from the University of Missouri.

WILLIAM R. KEITHLER,  a Chartered Financial Analyst, has been the portfolio
manager of  Technology  Fund since  January 1, 1999. He also manages the INVESCO
VIF--Technology  Fund  and is a  senior  vice  president  of  INVESCO.  Bill was
previously a portfolio manager with Berger Associates, Inc. (1993 to 1998) and a
portfolio  manager with  INVESCO  (1986 to 1993).  He received an M.S.  from the
University of Wisconsin  --Madison and a B.A. from Webster  College.

JEFFREY G. MORRIS, a Chartered  Financial  Analyst,  has been the portfolio
manager  of  Financial  Services  Fund  since  March  1999  and was  the  Fund's
co-manager since 1997. He is also a vice president of INVESCO. He joined INVESCO
in 1992 and served as a research  analyst  from 1994 to 1995.  Jeff  received an
M.S. in Finance from the  University of  Colorado-Denver  and a B.S. in Business
Administration  from Colorado  State  University.

JOHN R. SCHROER, a Chartered Financial Analyst, leads INVESCO's Health Team
and manages Health  Sciences  Fund. He has been the portfolio  manager of Health
Sciences Fund since  October 1997,  and was Health  Sciences  Fund's  co-manager
since 1994.  John also manages  INVESCO  VIF--Health  Sciences  Fund and INVESCO
Global Health Sciences Fund. He is a senior vice president of INVESCO and a vice
president of INVESCO Global Health Sciences Fund. He was previously an assistant
vice president with Trust Company of the West. John received an M.B.A.  and B.S.
from the University of Wisconsin-Madison.

<PAGE>

JOHN S. SEGNER has been the portfolio manager of Energy Fund since February
1997 and of the Gold fund since  February  1999. He is also a vice  president of
INVESCO. John was previously a managing director and principal with The Mitchell
Group, Inc. (1990 to 1997), manager of marketing  development (1988 to 1990) and
manager of  financial  analysis  (1986 to 1988) with  First  Tennessee  National
Corporation,  a financial  analyst with Amerada Hess Corporation  (1985 to 1986)
and an  engineer  with  Texaco Inc.  (1980 to 1983).  He  received an M.B.A.  in
Finance from the University of Texas-Austin and a B.S. in Civil Engineering from
the University of Alabama.

All portfolio  managers of the above Funds are members of INVESCO's  Sector
Team, which is co-led by Bill Keithler and John Schroer.

Realty  Fund  is  managed  by a team  of IRAI  portfolio  managers  that is
collectively responsible for the investment decisions relating to the Fund.

[INVESCO ICON] POTENTIAL REWARDS

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

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

SUITABILITY FOR INVESTORS

Only you can  determine if an  investment  in a Fund is right for you based
upon your own economic situation,  the risk level with which you are comfortable
and other factors. In general,  the Funds are most suitable for investors who:
o    are willing to grow their capital over the long-term (at least five years)
o    can accept the additional  risks  associated with sector investing
o    understand that shares of a Fund can,  and likely  will,  have daily  price
     fluctuations
o    are investing  tax-deferred  retirement  accounts,  such  as  Traditional
     and  Roth Individual Retirement Accounts ("IRAs"), as well as employer-
     sponsored qualified retirement  plans,  including  401(k)s  and  403(b)s,
     all of which have  longer investment horizons.

You probably do not want to invest in the Funds if you are:
o    primarily seeking current dividend income (although Realty,
     Telecommunications and Utilities Funds do seek to provide income in
     addition to capital appreciation)
o    unwilling to accept potentially significant changes in the price of Fund
     shares
o    speculating on short-term fluctuations in the stock markets.

<PAGE>

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND
ASSETS + ACCRUED INTEREST AND
DIVIDENDS - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund  shares is  likely to change  daily.  This  value is
known as the Net Asset Value per share,  or NAV.  INVESCO  determines the market
value of each  investment  in each Fund's  portfolio  each day that the New York
Stock Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally, 4:00 p.m. Eastern time). Therefore,  shares of the Funds are
not priced on days when the NYSE is closed,  which  generally is on weekends and
national holidays in the U.S.

NAV is calculated by adding  together the current  market price of all of a
Fund's  investments and other assets,  including accrued interest and dividends;
subtracting  the Fund's debts,  including  accrued  expenses;  and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All  purchases,  sales and  exchanges of Fund shares are made by INVESCO at
the NAV next calculated after INVESCO receives proper  instructions  from you to
purchase,  redeem  or  exchange  shares  of a Fund.  Your  instructions  must be
received  by INVESCO no later than the close of the NYSE to effect  transactions
at that day's NAV. If INVESCO hears from you after that time, your  instructions
will be processed at the NAV calculated at the end of the next day that the NYSE
is open.

Foreign securities  exchanges,  which set the prices for foreign securities
held by the  Funds,  are not always  open the same days as the NYSE,  and may be
open for business on days the NYSE is not. For  example,  Thanksgiving  Day is a
holiday observed by the NYSE and not by overseas  exchanges.  In this situation,
the Funds would not  calculate  NAV on  Thanksgiving  Day (and INVESCO would not
buy,  sell or  exchange  shares for you on that day),  even  though  activity on
foreign  exchanges  could result in changes in the value of investments  held by
the Funds on that day.

[INVESCO ICON] HOW TO BUY SHARES

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

Many of the  INVESCO  Funds have  multiple  classes  of shares,  each class
representing an interest in the same portfolio of  investments.  When choosing a
share class,  you should  consider which class best meets your  situation.  Your
investment   representative  can  help  you  decide.   Contact  your  investment
representative  for  several  convenient  ways to invest in the  Funds.  Class C
shares are available only through your  investment  representative.  There is no
charge to invest  directly  through  INVESCO.  However,  with respect to Class C
shares,  upon  redemption or exchange of Class C shares held thirteen  months or
less (other than Class C shares  acquired  through  reinvestment of dividends or
other  distributions),  a contingent  deferred sales charge of 1% of the current
net asset  value of Class C shares  will be  assessed.  If you  invest in a Fund
through a securities  broker, you may be charged a commission or transaction fee
for either purchases or sales of Fund shares. For all new accounts,  please send
a  completed  application  form,  and  specify  the  fund or  funds  you wish to
purchase.

INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion,  if it determines this action is
in the best  interests of that Fund's  shareholders.  INVESCO also  reserves the
right in its sole  discretion to reject any order to buy Fund shares,  including
purchases by exchange.
<PAGE>

MINIMUM INITIAL INVESTMENT.  $1,000, which is waived for regular investment
plans,  including  EasiVest and Direct Payroll Purchase,  and certain retirement
plans, including IRAs.

MINIMUM  SUBSEQUENT  INVESTMENT.   $50  (Minimums  are  lower  for  certain
retirement plans.)

EXCHANGE  POLICY.  You may exchange your Class C shares in any of the Funds
for  Class C  shares  in  another  INVESCO  mutual  fund on the  basis  of their
respective NAVs at the time of the exchange.

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

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

We have the following policies governing exchanges:

o    Both fund accounts involved in the exchange must be registered in exactly
     the same name(s) and Social Security or federal tax I.D. number(s).
o    You may make up to four exchanges out of each Fund per 12-month  period,
     but  you  may  be  subject  to the  contingent  deferred  sales  charge,
     described below.
o    Each Fund reserves the right to reject any exchange request, or to modify
     or terminate the exchange policy, if it is in the best interests of the
     Fund and its shareholders. Notice of all such modifications or termination
     that affect all shareholders of the Fund will be given at least 60 days
     prior to the effective date of the change, except in unusual instances,
     including a suspension of redemption of the exchanged security under
     Section 22(e) of the Investment Company Act of 1940.

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

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

CONTINGENT  DEFERRED SALES CHARGE (CDSC). If you exchange or redeem Class C
shares of any Fund after holding them thirteen months or less (other than shares
acquired through reinvestment of dividends or other distributions), a CDSC of 1%
of the current net asset value of the shares being exchanged or redeemed will be
assessed.  The fee applies to redemptions  from a Fund and exchanges (other than
exchanges into Class C shares) into any of the other mutual funds which are also
advised by INVESCO and distributed by IDI. We will use the "first-in, first-out"
method  to  determine  your  holding  period.  Under  this  method,  the date of
redemption  or exchange  will be compared  with the  earliest  purchase  date of
shares  held in your  account.  If your  holding  period is less  than  thirteen
months,  the CDSC will be  assessed  on the  current  net  asset  value of those
shares.

<PAGE>

The CDSC for Class C shares generally will be waived:

o    to pay account fees;
o    for IRA  distributions  due to  death  or  disability  or upon  periodic
     distributions based on life expectancy;
o    to return  excess  contributions  (and  earnings,  if  applicable)  from
     retirement plan accounts; or
o    for  redemptions  following  the death of a  shareholder  or  beneficial
     owner.

METHOD                        INVESTMENT MINIMUM         PLEASE REMEMBER
- --------------------------------------------------------------------------------
THROUGH YOUR                  Contact your
INVESTMENT                    investment representa-
REPRESENTATIVE                tive.
- --------------------------------------------------------------------------------
BY CHECK                      $1,000 for regular
Mail to:                      accounts;
INVESCO Funds Group,          $250 for an IRA;
Inc.,                         $50 minimum for each
P.O. Box 173706,              subsequent
Denver, CO 80217-3706.        investment.
You may send your
check
by overnight courier
to:
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY WIRE                       $1,000
You may send your payment
by bank wire (call INVESCO
for instructions).
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH         $50                        You must forward your
Call 1-800-525-8085                                      bank account
to request your                                          information to
purchase.  INVESCO                                       INVESCO prior to
will move money from                                     using this option.
your  designated bank/
credit  union  checking
or savings  account in
order to purchase shares,
upon your telephone
instructions, whenever
you wish.
- --------------------------------------------------------------------------------

REGULAR INVESTING             $50 per month for          Like all regular
WITH EASIVEST                 EasiVest; $50              investment plans, nei-
OR DIRECT PAYROLL             per pay period for         ther EasiVest nor
PURCHASE                      Direct Payroll             Direct Payroll Pur-
You may enroll on             Purchase. You may          chase ensures a
your fund                     start or stop              profit or protects
application, or call          your regular               against loss in a
us for a separate             investment plan at any     falling market.
form and more                 time, with two weeks'      Because you'll invest
details. Investing            notice to                  continually,
the same amount on a          INVESCO.                   regardless of varying
monthly basis                                            price levels, con-
allows you to buy                                        sider your financial
more shares when                                         ability to keep
prices are low and                                       buying through low
fewer shares when                                        price levels.  And
prices are high. This                                    remember that you
"dollar cost aver-                                       will lose money if
aging" may help                                          you redeem your
offset market fluctua-                                   shares when the
tions. Over a period                                     market value of all
of time, your average                                    your shares is less
cost per share may be                                    than their cost.
less than the actual
average per share.
- --------------------------------------------------------------------------------

BY PAL(R)                     $1,000 (The exchange       Be sure to write down
Your "Personal                minimum is $250 for        the confirmation
Account Line" is              subsequent purchases       number provided by
available for                 requested by               PAL(R). You must
subsequent purchases          telephone.)                forward your bank
and exchanges 24                                         account information
hours a day.                                             to INVESCO prior to
Simply call                                              using this option.
1-800-424-8085.

<PAGE>
METHOD                        INVESTMENT MINIMUM         PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY EXCHANGE                   $1,000 to open a new       See "Exchange Policy."
Between two INVESCO           account; $50
funds. Call                   for written requests
1-800-525-8085 for            to purchase
prospectuses of               additional shares for
other INVESCO funds.          an existing
Exchanges                     account. (The
may be made by phone          exchange minimum
or at our                     is $250 for exchanges
Web site at                   requested by
www.invesco.com. You          telephone.)
may also establish an
automatic
monthly exchange
service between
two INVESCO funds;
call us for further
details and the
correct form.


DISTRIBUTION EXPENSES. We have adopted a Master Distribution Plan (commonly
known as a "12b-1  Plan") for the Funds' Class C shares.  The 12b-1 fees paid by
each Funds' Class C shares are used to pay distribution fees to IDI for the sale
and  distribution of its shares and fees for services  provided to shareholders,
all or a substantial portion of which are paid to the dealer of record.  Because
the  Funds'  Class C shares  pay these  fees out of their  assets on an  ongoing
basis, over time these fees will increase the cost of your investment.

[INVESCO ICON] YOUR ACCOUNT SERVICES

SHAREHOLDER ACCOUNTS.  INVESCO maintains your share account, which contains
your current Fund holdings. The Funds do not issue share certificates.

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

QUARTERLY  INVESTMENT  SUMMARIES.  Each calendar quarter,  you receive a written
statement which  consolidates  and summarizes  account activity and value at the
beginning and end of the period for each of your INVESCO funds.

TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases,  exchanges and sales.  If you choose  certain  recurring  transaction
plans  (for  instance,  EasiVest),  your  transactions  are  confirmed  on  your
quarterly Investment Summaries.

TELEPHONE  TRANSACTIONS.  You may buy,  exchange  and sell  Fund  shares by
telephone,  unless you  specifically  decline these privileges when you fill out
the INVESCO new account Application.

YOU CAN  CONDUCT  MOST  TRANSACTIONS  AND  CHECK  ON YOUR  ACCOUNT  THROUGH  OUR
TOLL-FREE  TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.

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

IRAS AND OTHER RETIREMENT  PLANS.  Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for  information  and forms to establish or transfer  your existing
retirement plan or account.

<PAGE>

[INVESCO ICON] HOW TO SELL SHARES

Contact your investment  representative for several convenient ways to sell
your  Fund  shares.  Shares of the Funds may be sold at any time at the next NAV
calculated  after your  request to sell in proper  form is  received by INVESCO.
Depending on the Fund performance,  the NAV at the time you sell your shares may
be more or less than the price you paid to purchase your shares.

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

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

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

INVESCO  usually mails you the proceeds from the sale of Fund shares within
seven days  after we  receive  your  request  to sell in proper  form.  However,
payment may be postponed  under unusual  circumstances  for instance,  if normal
trading is not taking place on the NYSE, orduring an emergency as defined by the
Securities and Exchange  Commission.  If your INVESCO fund shares were purchased
by a check which has not yet cleared,  payment will be made  promptly  when your
purchase check does clear; that can take up to 15 days.

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

Because of the Funds' expense structure, it costs as much to handle a small
account  as it does to handle a large one.  If the value of your  account in any
Fund falls below $250 as a result of your  actions  (for  example,  sale of your
Fund shares),  each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your  account.  Before  this is done,  you
will be notified and given 60 days to increase the value of your account to $250
or more.


METHOD                REDEMPTION MINIMUM                  PLEASE REMEMBER
- --------------------------------------------------------------------------------
THROUGH YOUR          Contact your
INVESTMENT            investment
REPRESENTATIVE        representative
- -------------------------------------------------------------------------------
BY TELEPHONE          $250 (or, if less,                  INVESCO's telephone
Call us toll-free at: full liquidation of                 redemption privileges
1-800-525-8085        the account) for a                  may be modified or
                      redemption check;                   terminated in the
                      $1,000 for a wire to                future at INVESCO's
                      your bank of record.                discretion.
                      The maximum amount
                      which may be redeemed
                      by telephone is
                      generally $25,000.
- --------------------------------------------------------------------------------
IN WRITING            Any amount.                         The redemption
Mail your request to                                      request must be
INVESCO Funds Group,                                      signed by all
Inc., P.O. Box                                            registered account
173706, Denver, CO                                        owners. Payment will
80217-3706. You may                                       be mailed to your
also send your                                            address as it appears
request by overnight                                      on INVESCO's
courier to 7800 E.                                        records,  or to a
Union Ave.,                                               bank designated by
Denver, CO 80237.                                         you in  writing.

<PAGE>
METHOD                REDEMPTION MINIMUM                  PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $250                                You must forward your
Call 1-800-525-8085                                       bank account
to request your                                           information to
redemption.  INVESCO                                      INVESCO prior to
will automatically                                        using this option.
pay the proceeds into
your designated bank
account.
- --------------------------------------------------------------------------------
BY EXCHANGE           $250 for exchanges                  See "Exchange
Between two INVESCO   requested by                        Policy."
funds. Call           telephone.                          When opening a new
1-800-525-8085 for                                        account, investment
prospectuses of other                                     minimums apply.
INVESCO  funds.
Exchanges  may be
made by  phone or
at our Website at
www.invesco.com.
You may also
establish an
automatic monthly
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.

- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL   $100 per payment on a               You must have least
PLAN                  monthly or or                       $10,000 total
You may call us to    quarterly basis. The                invested with the
request the           redemption check may                INVESCO funds with at
appropriate form and  be made payable to                  least $5,000 of that
more information at   any party you                       total invested in the
1-800-525-8085.       designate.                          fund from which
                                                          withdrawals will be
                                                          made.
- --------------------------------------------------------------------------------
PAYMENT TO THIRD      Any amount.                         All registered
PARTY                                                     account owners must
Mail your request to                                      sign the request,
INVESCO                                                   with signature
Funds Group, Inc.,                                        guarantees from an
P.O. Box 173706                                           eligible guarantor
Denver, CO 80217-3706.                                    financial
                                                          institution, such as
                                                          a commercial bank or a
                                                          recognized national or
                                                          regional securities
                                                          firm.
<PAGE>

[GRAPH ICON] TAXES

Everyone's  tax status is unique.  We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.

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

Each Fund customarily distributes to its shareholders  substantially all of
its net investment income, net capital gains and net gains from foreign currency
transactions,  if any. You receive a proportionate part of these  distributions,
depending  on  the  percentage  of  each  Fund's  shares  that  you  own.  These
distributions  are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment  company taxable income and
net capital gains. As a result of this policy and the Fund's  qualification as a
regulated  investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes.  Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.

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

If you have not provided  INVESCO with complete,  correct tax  information,
the Funds are  required by law to  withhold  31% of your  distributions  and any
money  that  you  receive  from  the  sale of  shares  of the  Funds as a backup
withholding tax.

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Funds earn  ordinary or  investment  income from  dividends  and interest on
their  investments.  Due to the nature of its investments,  Gold Fund frequently
generates substantial ordinary income. Energy,  Financial Services, Gold, Health
Sciences,  Leisure, Technology and Telecommunications Funds expect to distribute
their   respective   investment   income,   less  Fund  expenses,   annually  to
shareholders.  Realty  and  Utilities  Funds  expect to make such  distributions
quarterly. All Funds can make distributions at other times, if they choose to do
so.

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

A Fund also realizes  capital  gains and losses when it sells  securities in its
portfolio for more or less than it paid for them. If total gains on sales exceed
total losses  (including losses carried forward from previous years), a Fund has
a net realized capital gain. Net realized capital gains, if any, are distributed
to shareholders at least annually, usually in December.

Under  present  federal  income tax laws,  capital  gains may be taxable at
different  rates,  depending  on  how  long  a  Fund  has  held  the  underlying
investment.  Short-term  capital gains which are derived from the sale of assets
held one year or less are taxed as  ordinary  income.  Long-term  capital  gains
which are derived  from the sale of assets held for more than one year are taxed
at up to the maximum capital gains rate, currently 20% for individuals.

Dividends and capital gain distributions are paid to you if you hold shares
on the record date of the distribution regardless of how long you have held your

<PAGE>

shares.  A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is  declared,  you may wind up "buying a  distribution."  This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will  receive  some of your  investment  back as a  taxable  distribution.  Most
shareholders  want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually  considered a "wash sale" and you
will not be able to claim a tax loss.

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights table is intended to help you understand the financial
performance  of Investor  Class shares of a Fund for the past five years (or, if
shorter,  the period of the Fund's  operations).  Certain  information  reflects
financial  results  for a single  Fund  share.  Since  Class C  shares  are new,
financial  information  is not  available  for that class as of the date of this
Prospectus.  The total returns in the table represent the annual percentage that
an investor  would have earned (or lost) on an  investment  in a Fund  (assuming
reinvestment  of all dividends and  distributions).  This  information  has been
audited by PricewaterhouseCoopers  LLP, independent accountants,  whose reports,
along with the financial  statements,  are included in INVESCO  Strategic Funds,
Inc.'s  (now  known as  INVESCO  Sector  Funds,  Inc.)  1998  Annual  Report  to
Shareholders  and  INVESCO  Specialty  Funds,   Inc.'s  1999  Annual  Report  to
Shareholders,  which  are  incorporated  by  reference  into  the  Statement  of
Additional Information. These Reports are available without charge by contacting
IDI at the address or telephone number on the back cover of this Prospectus.


<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
ENERGY FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 19.38       $ 15.03       $ 10.09       $ 10.77
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(a)                               0.00          0.06          0.04          0.09
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (5.04)          5.56          4.94        (0.68)
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (5.04)          5.62          4.98        (0.59)
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.01          0.05          0.04          0.09
Distributions from Capital Gains                       0.34          1.22          0.00          0.00
In Excess of Capital Gains                             2.69          0.00          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    3.04          1.27          0.04          0.09
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 11.03       $ 19.38       $ 15.03       $ 10.09
=====================================================================================================

TOTAL RETURN                                       (28.51%)        40.65%        49.33%       (5.45%)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $137,455      $319,651      $236,169      $ 48,284
Ratio of Expenses to Average
  Net Assets                                       1.58%(c)      1.21%(c)      1.30%(c)      1.53%(c)
Ratio of Net Investment Income
  to Average Net Assets                               0.01%         0.39%         0.54%         0.72%
Portfolio Turnover Rate                                192%          249%          392%          300%

</TABLE>

(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
FINANCIAL SERVICES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 29.14       $ 22.94       $ 18.95       $ 15.31
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.25          0.28          0.50          0.29
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       3.01          8.14          5.18          3.64
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       3.26          8.42          5.68          3.93
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.25          0.28          0.50          0.29
In Excess of Net Investment Income                     0.00          0.00          0.00          0.00
Distributions from Capital Gains                       3.70          1.94          1.14          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    3.95          2.22          1.69          0.29
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 28.45       $ 29.14       $ 22.94       $ 18.95
=====================================================================================================

TOTAL RETURN                                         11.76%        39.80%        31.48%        25.80%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,417,655    $1,113,255      $542,688      $410,048
Ratio of Expenses to Average
  Net Assets                                       1.05%(a)      0.99%(a)      1.11%(a)      1.26%(a)
Ratio of Net Investment Income
  to Average Net Assets                               0.85%         1.19%         2.48%         2.10%
Portfolio Turnover Rate                                 52%           96%          141%          171%

</TABLE>


(a) Ratio is based on Total  Expenses  of the Fund,  which is before any expense
  offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998       1997(a)          1996          1995
GOLD FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $  3.21       $  8.00       $  5.21       $  5.68
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                           0.01        (0.02)        (0.01)          0.01
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.29)        (2.62)          2.80        (0.47)
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.28)        (2.64)          2.79        (0.46)
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.00          0.00          0.00          0.01
In Excess of Net Investment Income                     0.03          2.15          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    0.03          2.15          0.00          0.01
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $  1.90       $  3.21       $  8.00       $  5.21
=====================================================================================================

TOTAL RETURN                                       (38.98%)      (44.38%)        53.55%       (8.12%)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $           $ 107,249    $  151,085    $  277,892     $ 151,779
Ratio of Expenses to Average
  Net Assets                                       1.90%(b)      1.47%(b)      1.22%(b)      1.32%(b)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.93%)       (0.41%)       (0.08%)         0.13%
Portfolio Turnover Rate                                133%          148%          155%           72%

</TABLE>


(a) The per share information was computed based on average shares.
(b) Ratio is based on Total Expenses of the Fund, which is before any
    expense offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
HEALTH SCIENCES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 57.50       $ 55.24       $ 50.47       $ 35.09
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                           0.13          0.06          0.07        (0.03)
Net Gains on Securities
  (Both Realized and Unrealized)                      13.55         10.85          8.78         15.41
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                      13.68         10.91          8.85         15.38
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                                            0.25          0.06          0.07          0.00
Distributions from Capital Gains                       8.81          8.59          4.01          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    9.06          8.65          4.08          0.00
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 62.12       $ 57.50       $ 55.24       $ 50.47
=====================================================================================================

TOTAL RETURN                                         28.58%        22.96%        17.99%        43.83%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,328,196      $944,498      $933,828      $860,926
Ratio of Expenses to Average
  Net Assets                                       1.12%(b)      1.08%(b)      0.98%(b)      1.15%(b)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                        0.25%         0.11%         0.11%       (0.08%)
Portfolio Turnover Rate                                 92%          143%           90%          107%

</TABLE>


(a)Distributions  in excess of net investment  income for the year ended October
   31, 1998, aggregated less than $0.01 on a per share basis.
(b)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
LEISURE FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 27.21       $ 22.89       $ 23.78       $ 22.63
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)                        0.00          0.02          0.04          0.08
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       3.69          4.96          2.25          2.06
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       3.69          4.98          2.29          2.14
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.00          0.02          0.04          0.08
Distributions from Capital Gains                       2.98          0.64          2.25          0.91
In Excess of Capital Gains                             0.00          0.00          0.89          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    2.98          0.66          3.18          0.99
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 27.92       $ 27.21       $ 22.89       $ 23.78
=====================================================================================================

TOTAL RETURN                                         15.16%        22.32%        10.66%         9.98%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $228,681      $216,616      $252,297      $265,181
Ratio of Expenses to Average
  Net Assets                                       1.41%(c)      1.41%(c)      1.30%(c)      1.29%(c)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.09%)         0.05%         0.18%         0.31%
Portfolio Turnover Rate                                 31%           25%           56%          119%

</TABLE>

(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31,  1998,  1997,  1996 and 1995  aggregated  less than  $0.01 on a per share
   basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                         YEAR ENDED        PERIOD ENDED
                                                           JULY 31            JULY 31
- ---------------------------------------------------------------------------------------
<S>                                                     <C>           <C>          <C>
                                                       1999          1998       1997(a)
REALTY FUND -
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
  of Period                                         $  9.15       $ 10.99       $ 10.00
- ---------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.33          0.38          0.22
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.56)        (0.96)          0.99
- ---------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.23)        (0.58)          1.21
- ---------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                               0.34          0.39          0.22
Distributions from Capital Gains                       0.00          0.87          0.00
In Excess of Capital Gains                             0.68          0.00          0.00
- ---------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    1.02          1.26          0.22
- ---------------------------------------------------------------------------------------
Net Asset Value-End of Period                       $  6.90       $  9.15       $ 10.99
=======================================================================================

TOTAL RETURN                                       (13.29%)       (6.49%)     12.24%(b)

RATIOS
Net Assets-End of Period
  ($000 Omitted)                                    $17,406       $23,548       $36,658
Ratio of Expenses to Average
  Net Assets(c)(d)                                    1.34%         1.22%      1.20%(e)
Ratio of Net Investment Income
  to Average Net Assets(c)                            4.23%         3.53%      4.08%(e)
Portfolio Turnover Rate                             697%(f)          258%        70%(b)

</TABLE>


(a)From January 1, 1997,  commencement  of investment  operations,  to July 31,
   1997.
(b)Based  on  operations  for  the  period  shown  and,   accordingly,   is  not
   representative of a full year.
(c)Various  expenses  of the Fund were  voluntarily  absorbed by INVESCO for the
   years ended July 31,  1999 and 1998 and the period  ended July 31,  1997.  If
   such expenses had not been voluntarily absorbed, ratio of expenses to average
   net  assets   would  have  been  2.76%,   1.97%,   and  1.83%   (annualized),
   respectively,  and ratio of net investment income to average net assets would
   have been 2.81%, 2.78% and 3.45% (annualized), respectively.
(d)Ratio is based on Total  Expenses  of the Fund,  less  Expenses  absorbed  by
   INVESCO, which is before any expense offset arrangements.
(e)Annualized.
(f)Portfolio  turnover was greater than  expected  during the year due to active
   trading undertaken in response to market conditions.


<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
TECHNOLOGY FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 35.97       $ 34.23       $ 34.33       $ 24.94
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)                        0.00          0.13          0.07        (0.02)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (1.45)          6.23          5.76         10.20
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                     (1.45)          6.36          5.83         10.18
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                                            0.00          0.13          0.07          0.00
Distributions from Capital Gains                       3.16          4.49          5.86          0.79
In Excess of Capital Gains                             3.29          0.00          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    6.45          4.62          5.93          0.79
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 28.07       $ 35.97       $ 34.23       $ 34.33
=====================================================================================================

TOTAL RETURN                                        (2.47%)        20.71%        19.98%        42.19%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $          $1,008,771    $1,039,968      $789,611      $563,109
Ratio of Expenses to Average
  Net Assets                                       1.17%(c)      1.05%(c)      1.08%(c)      1.12%(c)
Ratio of Net Investment Income
  (Loss) to Average Net Assets                      (0.49%)         0.41%         0.24%       (0.06%)
Portfolio Turnover Rate                                178%          237%          168%          191%

</TABLE>


(a)Net Investment  Income  aggregated  less than $0.01 on a per share basis for
   the year ended October 31, 1998.
(b)Distributions in excess of net investment  income for the years ended October
   31, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(c)Ratio is based on Total  Expenses  of the Fund,  which is before any  expense
   offset arrangements.

<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED JULY 31
- -----------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>           <C>
                                          1999         1998          1997          1996       1995(a)
TELECOMMUNICATIONS FUND -
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
  of Period                            $ 19.60      $ 15.31       $ 12.43       $ 12.30       $ 10.00
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(b)         (0.00)         0.01          0.06          0.22          0.11
Net Gains on Securities
  (Both Realized and Unrealized)         12.57         5.32          3.90          1.38          2.35
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS         12.57         5.33          3.96          1.60          2.46
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income                                  0.00         0.00          0.06          0.22          0.11
Distributions from Capital Gains          0.37         1.04          1.02          1.25          0.05
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                       0.37         1.04          1.08          1.47          0.16
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period          $ 31.80      $ 19.60       $ 15.31       $ 12.43       $ 12.30
=====================================================================================================

TOTAL RETURN                            65.52%       36.79%        33.93%        13.67%        24.83%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                    $1,029,256     $276,577       $72,458       $50,516       $27,254
Ratio of Expenses to Average
  Net Assets                          1.24%(c)     1.32%(c)      1.69%(c)      1.66%(c)         1.95%
Ratio of Net Investment Income
  (Loss) to Average Net Assets         (0.49%)      (0.16%)         0.56%         1.78%         1.43%
Portfolio Turnover Rate                    62%          55%           96%          157%          215%

</TABLE>

(a) Commencement of investment operations was August 1, 1994.
(b) Net Investment Income (Loss) aggregated less than $0.01 on a per
    share basis for the year ended July 31, 1999.
(c) Ratio is based on Total  Expenses  of the Fund,  which is before any expense
    offset arrangements.

<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>           <C>           <C>
                                        1999           1998          1997          1996          1995
UTILITIES FUND -
  INVESTOR CLASS

PER SHARE DATA
Net Asset Value-Beginning
  of Period                           $             $ 12.42       $ 12.04       $ 10.61       $  9.76
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                  0.30          0.32          0.37          0.44
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                       2.56          1.25          1.43          0.84
- -----------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                       2.86          1.57          1.80          1.28
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                                            0.26          0.32          0.37          0.43
Distributions from Capital Gains                       0.29          0.87          0.00          0.00
- -----------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                    0.55          1.19          0.37          0.43
- -----------------------------------------------------------------------------------------------------
Net Asset Value-End of Period         $             $ 14.73       $ 12.42       $ 12.04       $ 10.61
=====================================================================================================

TOTAL RETURN                                         23.44%        14.37%        17.18%        13.48%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                      $            $177,309      $132,423      $153,082      $134,468
Ratio of Expenses to Average
  Net Assets (b)                                   1.29%(c)      1.22%(c)      1.17%(c)      1.18%(c)
Ratio of Net Investment Income
  to Average Net Assets (b)                           1.82%         2.74%         3.28%         4.47%
Portfolio Turnover Rate                                 47%           55%          141%          185%

</TABLE>


(a)Distributions  in excess of net investment  income for the year ended October
   31, 1996, aggregated less than 0.01 on a per share basis.
(b)Various  expenses  of the Fund were  voluntarily  absorbed by INVESCO for the
   years  ended  1998,  1997,  1996  and  1995.  If such  expenses  had not been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   1.36%, 1.27%, 1.25% and 1.30%,  respectively,  and ratio of net investment to
   average  net  assets  would  have  been  1.75%,  2.69%,  3.20%  and  4.34%,
   respectively.
(c)Ratio is based on Total  Expenses  of the Fund,  less  Expenses  Absorbed  by
   INVESCO, which is before any expense offset arrangements.


<PAGE>


_________, 2000

INVESCO SECTOR FUNDS, INC.

INVESCO  ENERGY FUND--CLASS C
INVESCO  FINANCIAL SERVICES FUND--CLASS C
INVESCO  GOLD FUND--CLASS C
INVESCO  HEALTH SCIENCES FUND--CLASS C
INVESCO  LEISURE FUND--CLASS  C
INVESCO  REALTY FUND--CLASS  C
INVESCO  TECHNOLOGY FUND--CLASS C
INVESCO  TELECOMMUNICATIONS FUND--CLASS C
INVESCO  UTILITIES FUND--CLASS C

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

FINANCIAL   REPORTS.   Although  this   Prospectus   describes  the  Funds'
anticipated  investments  and  operations,  the Funds  also  prepare  annual and
semiannual reports that detail the Funds' actual investments at the report date.
These reports include discussion of each Fund's recent  performance,  as well as
market and general economic trends affecting each Fund's performance. The annual
report also includes the report of the Funds' independent accountants.

STATEMENT OF  ADDITIONAL  INFORMATION.  The SAI dated  ________,  2000 is a
supplement to this Prospectus,  and has detailed information about the Funds and
their investment policies and practices.  A current SAI for the Funds is on file
with the  Securities  and  Exchange  Commission  and is  incorporated  into this
Prospectus  by  reference;  in other  words,  the SAI is  legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

INTERNET.  The current  Prospectus of the Funds may be accessed through the
INVESCO Web site at www.invesco.com.  In addition,  the Prospectus,  SAI, annual
report and  semiannual  report of the Funds are available on the SEC Web site at
www.sec.gov.

To obtain a free copy of the  current  Prospectus,  SAI,  annual  report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085.  Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. Information on the Public Reference Section
can be obtained by calling  1-800-SEC-0330.  The SEC file  numbers for the Funds
are 811-3826 and 002-85905.






















811-3826








<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                           INVESCO SECTOR FUNDS, INC.
                 (formerly, INVESCO Strategic Portfolios, Inc.)


                INVESCO Energy Fund - Investor Class and Class C
          INVESCO Financial Services Fund - Investor Class and Class C
                 INVESCO Gold Fund - Investor Class and Class C
            INVESCO Health Sciences Fund - Investor Class and Class C
                INVESCO Leisure Fund - Investor Class and Class C
                INVESCO Realty Fund - Investor Class and Class C
    INVESCO Technology Fund - Institutional Class, Investor Class and Class C
          INVESCO Telecommunications Fund - Investor Class and Class C
               INVESCO Utilities Fund - Investor Class and Class C


Address:                                  Mailing Address:

7800 E. Union Ave., Denver, CO 80237      P.O. Box 173706, Denver, CO 80217-3706


                                   Telephone:

                       In continental U.S., 1-800-525-8085



                                __________, 2000

- --------------------------------------------------------------------------------

A Prospectus  for the Investor  Class shares of the Funds,  a Prospectus for the
Class C shares of the Funds and a Prospectus for the Institutional  Class shares
of the  Technology  Fund,  each  dated  __________,  2000,  provide  the  basic
information  you should know  before  investing  in a Fund.  This  Statement  of
Additional  Information  ("SAI") is  incorporated  by reference  into the Funds'
Prospectuses;   in  other  words,  this  SAI  is  legally  part  of  the  Funds'
Prospectuses.  Although this SAI is not a prospectus, it contains information in
addition  to that set  forth in the  Prospectuses.  It is  intended  to  provide
additional  information regarding the activities and operations of the Funds and
should be read in conjunction with the Prospectuses.

You may obtain, without charge, the current Prospectuses, SAI and current annual
and semiannual  reports of the Funds by writing to INVESCO  Distributors,  Inc.,
P.O.  Box 173706,  Denver,  CO  80217-3706 , or by calling  1-800-525-8085.  The
Prospectuses  of the  Investor  Class  and  Class C shares of the Funds are also
available through the INVESCO web site at www.invesco.com.

<PAGE>



TABLE OF CONTENTS

The Company.......................................................102

Investments, Policies and Risks...................................102

Investment Restrictions...........................................121

Management of the Funds...........................................124

Other Service Providers...........................................151

Brokerage Allocation and Other Practices..........................152

Capital Stock.....................................................155

Tax Consequences of Owning Shares of a Fund.......................157

Performance.......................................................159

Financial Statements..............................................162

Appendix A........................................................163



<PAGE>
THE COMPANY

The Company  was  incorporated  under the laws of Maryland as INVESCO  Strategic
Portfolios,  Inc.  on August 10,  1983.  On October  29,  1998,  the name of the
Company was changed to INVESCO  Sector  Funds,  Inc.  On January __,  2000,  the
Company  assumed all of the assets and  liabilities  of INVESCO  Realty Fund and
INVESCO  Telecommunications Fund, each a series of INVESCO Specialty Funds, Inc.
Effective  as of the  date  of the  Prospectuses  and  Statement  of  Additional
Information, the Company has changed its fiscal year end to March 31.

The Company is an open-end, diversified, management investment company currently
consisting of nine  portfolios of  investments:  INVESCO  Energy Fund - Investor
Class and Class C, INVESCO Financial Services Fund - Investor Class and Class C,
INVESCO Gold Fund - Investor Class and Class C, INVESCO  Health  Sciences Fund -
Investor  Class and Class C, INVESCO  Leisure Fund - Investor Class and Class C,
INVESCO  Realty Fund - Investor  Class and Class C,  INVESCO  Technology  Fund -
Institutional Class, Investor Class and Class C, INVESCO Telecommunications Fund
- - Investor  Class and Class C and INVESCO  Utilities  Fund - Investor  Class and
Class C (each a "Fund" and collectively,  the "Funds").  Additional funds may be
offered in the future.

"Open-end"  means that each Fund issues an indefinite  number of shares which it
continuously  offers  to  redeem  at  net  asset  value  per  share  ("NAV").  A
"management"  investment  company  actively  buys and sells  securities  for the
portfolio of each Fund at the  direction  of a  professional  manager.  Open-end
management  investment companies (or one or more series of such companies,  such
as the Funds) are commonly  referred to as mutual funds. The Funds do not charge
sales fees to purchase their shares.  However, the Investor Class shares of each
Fund pay a 12b-1  distribution  fee which is  computed  and paid  monthly  at an
annual  rate of 0.25% of  average  net assets  attributable  to  Investor  Class
shares.  The Class C shares of each Fund pay a 12b-1  distribution/  service fee
which is  computed  and paid  monthly at an annual  rate of 1.00% of average net
assets attributable to Class C shares.

INVESTMENTS, POLICIES AND RISKS

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

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

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

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

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

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

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

Moody's  Investors  Services  ("Moody's")  and Standard & Poor's ("S&P") ratings
provide a useful guide to the credit risk of many debt securities. The lower the
rating of a debt  security,  the  greater  the credit  risk the  rating  service
assigns to the  security.  To compensate  investors  for accepting  that greater
risk,   lower-rated  debt  securities  tend  to  offer  higher  interest  rates.
Lower-rated  debt  securities are often referred to as "junk bonds."  Increasing
the amount of Fund  assets  invested  in unrated or  lower-grade  straight  debt
securities may increase the yield produced by a Fund's debt  securities but will
also increase the credit risk of those securities. A debt security is considered
lower-grade if it is rated Ba or less by Moody's, BB or less by S&P. Lower-rated
and  non-rated  debt  securities  of  comparable  quality  are  subject to wider
fluctuations in yields and market values than  higher-rated  debt securities and
may be considered speculative.

Although a Fund may invest in debt  securities  assigned  lower grade ratings by
S&P or Moody's,  the Funds'  investments  have  generally  been  limited to debt
securities  rated B or higher by either S&P or Moody's.  Debt  securities  rated
lower than B by either S&P or Moody's are usually  considered to be speculative.
At the time of purchase,  INVESCO will limit Fund investments to debt securities
which INVESCO  believes are not highly  speculative and which are rated at least
CCC by S&P or Caa by Moody's.

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

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

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

<PAGE>

The Funds may  invest  in zero  coupon  bonds,  step-up  bonds,  mortgage-backed
securities and  asset-backed  securities.  Zero coupon bonds do not make regular
interest  payments.  Zero coupon  bonds are sold at a discount  from face value.
Principal and accrued discount  (representing  interest earned but not paid) are
paid at maturity in the amount of the face value.  Step-up bonds  initially make
no (or low) cash interest  payments but begin paying  interest (or a higher rate
of interest) at a fixed time after  issuance of the bond.  The market  values of
zero coupon and step-up bonds generally fluctuate more in response to changes in
interest rates than interest-paying securities of comparable term and quality. A
Fund may be required to distribute income recognized on these bonds, even though
no cash may be paid to a Fund  until the  maturity  or call  date of a bond,  in
order  for a Fund  to  maintain  its  qualification  as a  regulated  investment
company.  These required distributions could reduce the amount of cash available
for  investment by a Fund.  Mortgage-backed  securities  represent  interests in
pools of mortgages while asset-backed  securities  generally represent interests
in pools of consumer  loans.  Both of these are  usually set up as  pass-through
securities.  Interest and principal payments ultimately depend on payment of the
underlying loans, although the securities may be supported, at least in part, by
letters   of  credit  or  other   credit   enhancements   or,  in  the  case  of
mortgage-backed  securities,  guarantees by the U.S. government, its agencies or
instrumentalities.  The  underlying  loans are subject to  prepayments  that may
shorten the securities' weighted average lives and may lower their returns.

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

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

<PAGE>

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

Owners  of  preferred  stocks  are  entitled  to  dividends   payable  from  the
corporation's  earnings,  which  in some  cases  may be  "cumulative"  if  prior
dividends  on the  preferred  stock  have not been  paid.  Dividends  payable on
preferred stock have priority over distributions to holders of common stock, and
preferred  stocks generally have a priority on the distribution of assets in the
event of the corporation's liquidation. Preferred stocks may be "participating,"
which  means  that they may be  entitled  to  dividends  in excess of the stated
dividend in certain cases. The holders of a company's debt securities  generally
are  entitled  to be  paid  by  the  company  before  it  pays  anything  to its
stockholders.

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS

GENERAL. As discussed in the Prospectuses,  the adviser may use various types of
financial instruments,  some of which are derivatives,  to attempt to manage the
risk of the Funds'  investments  or, in certain  circumstances,  for  investment
(e.g., as a substitute for investing in securities). These financial instruments
include options, futures contracts (sometimes referred to as "futures"), forward
contracts,   swaps,   caps,   floors  and  collars   (collectively,   "Financial
Instruments").  The  policies  in this  section  do not apply to other  types of
instruments  sometimes referred to as derivatives,  such as indexed  securities,
mortgage-backed  and other  asset-backed  securities,  and stripped interest and
principal of debt.
<PAGE>

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

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

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

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

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

(1)  Financial  Instruments  may increase the  volatility  of the Funds.  If the
adviser employs a Financial Instrument that correlates imperfectly with a Fund's
investments, a loss could result, regardless of whether or not the intent was to
manage risk. In addition,  these  techniques  could result in a loss if there is
not a liquid market to close out a position that a Fund has entered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Funds'  ability to establish and close out  positions in options  depends on
the existence of a liquid market. However, there can be no assurance that such a
market will exist at any particular time.  Closing  transactions can be made for
OTC  options  only  by  negotiating  directly  with  the  counterparty,  or by a
transaction in the secondary  market if any such market exists.  There can be no
assurance  that a Fund will in fact be able to close out an OTC option  position
at a favorable  price prior to  expiration.  In the event of  insolvency  of the
counterparty,  a Fund might be unable to close out an OTC option position at any
time prior to the  option's  expiration.  If a Fund is not able to enter into an
offsetting closing  transaction on an option it has written, it will be required
to maintain the securities  subject to the call or the liquid assets  underlying
the put until a closing  purchase  transaction can be entered into or the option
expires. However, there can be no assurance that such a market will exist at any
particular time.

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

Options on  Indexes.  Puts and calls on indexes are similar to puts and calls on
securities  or futures  contracts  except that all  settlements  are in cash and
changes in value depend on changes in the index in question.  When a Fund writes
a call on an  index,  it  receives  a  premium  and  agrees  that,  prior to the
expiration  date, upon exercise of the call, the purchaser will receive from the
Fund an amount of cash equal to the  positive  difference  between  the  closing
price of the index and the exercise price of the call times a specified multiple
("multiplier"),  which  determines the total dollar value for each point of such
difference.  When a Fund buys a call on an index,  it pays a premium and has the
same rights as to such call as are indicated above. When a Fund buys a put on an
index,  it pays a premium and has the right,  prior to the  expiration  date, to
require  the seller of the put to deliver to the Fund an amount of cash equal to
the  positive  difference  between the  exercise  price of the put and the lower
closing price of the index times the multiplier.  When a Fund writes a put on an
index,  it receives a premium and the purchaser of the put has the right,  prior
to the  expiration  date, to require the Fund to deliver to it an amount of cash
equal to the positive  difference  between the exercise price of the put and the
closing level of the index times the multiplier.
<PAGE>

The risks of  purchasing  and  selling  options on indexes  may be greater  than
options on  securities.  Because index options are settled in cash,  when a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying  securities.  A Fund can offset some of the risk of
writing a call index option by holding a  diversified  portfolio  of  securities
similar to those on which the underlying index is based. However, a Fund cannot,
as a practical matter,  acquire and hold a portfolio containing exactly the same
securities  as underlie the index and, as a result,  bears a risk that the value
of the securities held will vary from the value of the index.

Even  if  a  Fund  could  assemble  a  portfolio  that  exactly  reproduced  the
composition of the underlying  index, it still would not be fully covered from a
risk standpoint  because of the "timing risk" inherent in writing index options.
When an index  option  is  exercised,  the  amount  of cash  that the  holder is
entitled to receive is determined by the  difference  between the exercise price
and the closing index level. As with other kinds of options,  a Fund as the call
writer will not learn what it has been assigned until the next business day. The
time lag between  exercise and notice of assignment poses no risk for the writer
of a covered  call on a  specific  underlying  security,  such as common  stock,
because  in that case the  writer's  obligation  is to  deliver  the  underlying
security,  not to pay its  value as of a moment in the past.  In  contrast,  the
writer of an index call will be required  to pay cash in an amount  based on the
difference between the closing index value on the exercise date and the exercise
price.  By the time a Fund learns what it has been assigned,  the index may have
declined.  This "timing risk" is an inherent  limitation on the ability of index
call writers to cover their risk exposure.

If a Fund has  purchased  an index  option and  exercises  it before the closing
index  value for that day is  available,  it runs the risk that the level of the
underlying index may subsequently  change. If such a change causes the exercised
option to fall  out-of-the-money,  the Fund nevertheless will be required to pay
the  difference  between the closing  index value and the exercise  price of the
option (times the applicable multiplier) to the assigned writer.

OTC Options. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument,  expiration date, contract size, and strike price,
the terms of OTC  options  (options  not  traded  on  exchanges)  generally  are
established  through  negotiation  with the other party to the option  contract.
While this type of  arrangement  allows a Fund great  flexibility  to tailor the
option  to  its  needs,  OTC  options   generally   involve  greater  risk  than
exchange-traded  options,  which are guaranteed by the clearing  organization of
the exchange where they are traded.

Generally,  OTC  foreign  currency  options  used by a Fund  are  European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.
<PAGE>

Futures  Contracts and Options on Futures  Contracts.  When a Fund  purchases or
sells a futures contract,  it incurs an obligation  respectively to take or make
delivery of a specified  amount of the  obligation  underlying the contract at a
specified time and price. When a Fund writes an option on a futures contract, it
becomes  obligated  to assume a position in the futures  contract at a specified
exercise  price at any time  during the term of the  option.  If a Fund writes a
call,  on exercise it assumes a short futures  position.  If it writes a put, on
exercise it assumes a long futures position.

The  purchase  of futures or call  options on futures  can serve as a long or an
anticipatory  hedge,  and the sale of futures or the  purchase of put options on
futures can serve as a short hedge.  Writing  call options on futures  contracts
can serve as a limited  short hedge,  using a strategy  similar to that used for
writing call options on securities or indexes. Similarly, writing put options on
futures contracts can serve as a limited long or anticipatory hedge.

In addition,  futures strategies can be used to manage the "duration" (a measure
of  anticipated  sensitivity  to changes in interest  rates,  which is sometimes
related to the weighted average maturity of a portfolio) and associated interest
rate risk of a Fund's fixed-income  portfolio.  If the adviser wishes to shorten
the  duration  of a Fund's  fixed-income  portfolio  (i.e.,  reduce  anticipated
sensitivity),  the Fund may sell an appropriate  debt futures contract or a call
option  thereon,  or  purchase a put  option on that  futures  contract.  If the
adviser  wishes to  lengthen  the  duration of a Fund's  fixed-income  portfolio
(i.e., increase anticipated  sensitivity),  the Fund may buy an appropriate debt
futures contract or a call option thereon, or sell a put option thereon.

At the inception of a futures  contract,  a Fund is required to deposit "initial
margin"  in an  amount  generally  equal to 10% or less of the  contract  value.
Initial  margin must also be  deposited  when  writing a call or put option on a
futures  contract,  in accordance  with applicable  exchange  rules.  Subsequent
"variation margin" payments are made to and from the futures broker daily as the
value of the  futures or written  option  position  varies,  a process  known as
"marking-to-market." Unlike margin in securities transactions, initial margin on
futures  contracts and written options on futures contracts does not represent a
borrowing  on  margin,  but  rather is in the  nature of a  performance  bond or
good-faith  deposit  that is  returned  to the  Fund at the  termination  of the
transaction if all contractual  obligations  have been satisfied.  Under certain
circumstances,  such as periods of high  volatility,  a Fund may be  required to
increase the level of initial margin deposits. If the Fund has insufficient cash
to meet daily variation margin requirements, it might need to sell securities in
order to do so at a time when such sales are disadvantageous.

Purchasers  and  sellers of futures  contracts  and options on futures can enter
into  offsetting  closing  transactions,  similar  to  closing  transactions  on
options, by selling or purchasing,  respectively, an instrument identical to the
instrument  purchased or sold. However,  there can be no assurance that a liquid
market will exist for a particular contract at a particular time. In such event,
it may not be possible to close a futures contract or options position.

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures  contract or an option on a futures  contract
can vary from the previous day's settlement  price;  once that limit is reached,
no trades may be made that day at a price  beyond the limit.  Daily price limits
do not limit  potential  losses because prices could move to the daily limit for
several  consecutive  days  with  little  or  no  trading,   thereby  preventing
liquidation of unfavorable positions.
<PAGE>

If a Fund were unable to liquidate a futures  contract or an option on a futures
contract  position due to the absence of a liquid  market or the  imposition  of
price limits, it could incur substantial  losses.  The Fund would continue to be
subject to market risk with respect to the position. In addition,  except in the
case of purchased options,  the Fund would continue to be required to make daily
variation  margin  payments  and might be required  to continue to maintain  the
position  being  hedged by the  futures  contract  or option or to  continue  to
maintain cash or securities in a segregated account.

To the extent  that a Fund  enters into  futures  contracts,  options on futures
contracts and options on foreign currencies traded on a CFTC-regulated exchange,
in each case that is not for bona  fide  hedging  purposes  (as  defined  by the
CFTC),  the aggregate  initial margin and premiums  required to establish  these
positions  (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after  taking  into  account  unrealized  profits and  unrealized  losses on any
contracts  the Fund has  entered  into.  This  policy  does not  limit to 5% the
percentage of the Fund's assets that are at risk in futures  contracts,  options
on futures contracts and currency options.

Risks of Futures Contracts and Options Thereon.  The ordinary spreads at a given
time between  prices in the cash and futures  markets  (including the options on
futures  markets),  due to  differences  in the  natures of those  markets,  are
subject to the following factors.  First, all participants in the futures market
are subject to margin deposit and maintenance requirements.  Rather than meeting
additional  margin deposit  requirements,  investors may close futures contracts
through  offsetting  transactions,  which could distort the normal  relationship
between the cash and  futures  markets.  Second,  the  liquidity  of the futures
market depends on participants entering into offsetting transactions rather than
making or taking  delivery.  To the extent  participants  decide to make or take
delivery,  liquidity  in the futures  market  could be reduced,  thus  producing
distortion. Due to the possibility of distortion, a hedge may not be successful.
Although stock index futures contracts do not require physical  delivery,  under
extraordinary  market conditions  liquidity of such futures contracts also could
be reduced. Additionally, the adviser may be incorrect in its expectations as to
the extent of various  interest rates,  currency  exchange rates or stock market
movements or the time span within which the movements take place.

Index Futures. The risk of imperfect  correlation between movements in the price
of index  futures  and  movements  in the price of the  securities  that are the
subject of a hedge increases as the composition of a Fund's  portfolio  diverges
from the index.  The price of the index  futures may move  proportionately  more
than or less than the price of the securities being hedged.  If the price of the
index futures moves  proportionately  less than the price of the securities that
are the subject of the hedge,  the hedge will not be fully  effective.  Assuming
the price of the securities being hedged has moved in an unfavorable  direction,
as anticipated  when the hedge was put into place, the Fund would be in a better
position  than if it had not  hedged at all,  but not as good as if the price of
the index  futures moved in full  proportion  to that of the hedged  securities.
However,  if the price of the  securities  being hedged has moved in a favorable
direction,  this advantage will be partially  offset by movement of the price of
the futures  contract.  If the price of the futures contract moves more than the
price of the securities, the Fund will experience either a loss or a gain on the
futures contract that will not be completely offset by movements in the price of
the securities that are the subject of the hedge.
<PAGE>

Where index futures are purchased in an anticipatory  hedge, it is possible that
the market may  decline  instead.  If a Fund then  decides  not to invest in the
securities at that time because of concern as to possible further market decline
or for other reasons, it will realize a loss on the futures contract that is not
offset  by a  reduction  in the  price  of  the  securities  it had  anticipated
purchasing.

Foreign  Currency  Hedging  Strategies--Special  Considerations.  A Fund may use
options and futures contracts on foreign  currencies,  as mentioned  previously,
and forward currency contracts,  as described below, to attempt to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are  denominated  or, in  certain  circumstances,  for  investment  (e.g.,  as a
substitute  for  investing  in  securities  denominated  in  foreign  currency).
Currency  hedges can protect  against price  movements in a security that a Fund
owns or intends to acquire that are  attributable to changes in the value of the
currency in which it is denominated.

A Fund might seek to hedge against changes in the value of a particular currency
when no Financial  Instruments  on that currency are available or such Financial
Instruments are more expensive than certain other Financial Instruments. In such
cases,  a Fund may seek to hedge  against  price  movements in that  currency by
entering into transactions using Financial  Instruments on another currency or a
basket of currencies,  the value of which the adviser  believes will have a high
degree of positive  correlation to the value of the currency  being hedged.  The
risk that movements in the price of the Financial  Instrument will not correlate
perfectly  with  movements in the price of the  currency  subject to the hedging
transaction may be increased when this strategy is used.

The value of Financial Instruments on foreign currencies depends on the value of
the underlying  currency  relative to the U.S. dollar.  Because foreign currency
transactions  occurring  in the  interbank  market might  involve  substantially
larger amounts than those involved in the use of such Financial  Instruments,  a
Fund could be disadvantaged  by having to deal in the odd-lot market  (generally
consisting of transactions  of less than $1 million) for the underlying  foreign
currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies
or any regulatory requirement that quotations available through dealers or other
market  sources  be firm or  revised on a timely  basis.  Quotation  information
generally is representative  of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot  transactions  where  rates  might be less
favorable.   The   interbank   market  in  foreign   currencies   is  a  global,
round-the-clock  market.  To the extent the U.S.  options or futures markets are
closed while the markets for the underlying currencies remain open,  significant
price and rate movements might take place in the underlying  markets that cannot
be reflected in the markets for the Financial Instruments until they reopen.

Settlement  of  hedging  transactions  involving  foreign  currencies  might  be
required to take place within the country issuing the underlying currency. Thus,
a Fund might be required to accept or make  delivery of the  underlying  foreign
currency  in  accordance  with any U.S.  or foreign  regulations  regarding  the
maintenance  of foreign  banking  arrangements  by U.S.  residents  and might be
required  to pay any  fees,  taxes and  charges  associated  with such  delivery
assessed in the issuing country.
<PAGE>

Forward Currency  Contracts and Foreign Currency  Deposits.  The Funds may enter
into forward  currency  contracts to purchase or sell foreign  currencies  for a
fixed amount of U.S.  dollars or another foreign  currency.  A forward  currency
contract  involves an  obligation  to purchase or sell a specific  currency at a
future  date,  which may be any fixed number of days (term) from the date of the
forward currency contract agreed upon by the parties, at a price set at the time
the forward  currency  contract  is  entered.  Forward  currency  contracts  are
negotiated  directly between  currency traders (usually large commercial  banks)
and their customers.

Such transactions may serve as long or anticipatory  hedges. For example, a Fund
may purchase a forward  currency  contract to lock in the U.S. dollar price of a
security  denominated  in a foreign  currency  that the Fund intends to acquire.
Forward currency  contracts may also serve as short hedges.  For example, a Fund
may sell a forward  currency  contract to lock in the U.S. dollar  equivalent of
the proceeds from the  anticipated  sale of a security or a dividend or interest
payment denominated in a foreign currency.

The Funds may also use forward currency  contracts to hedge against a decline in
the value of existing investments  denominated in foreign currency. Such a hedge
would tend to offset both positive and negative currency fluctuations, but would
not offset changes in security values caused by other factors. A Fund could also
hedge the position by entering into a forward currency  contract to sell another
currency  expected  to perform  similarly  to the  currency  in which the Fund's
existing investments are denominated.  This type of hedge could offer advantages
in terms of cost,  yield or efficiency,  but may not hedge currency  exposure as
effectively  as a simple  hedge  against  U.S.  dollars.  This type of hedge may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.

The Funds may also use forward currency contracts in one currency or a basket of
currencies to attempt to hedge against  fluctuations  in the value of securities
denominated in a different  currency if the adviser  anticipates that there will
be a positive correlation between the two currencies.

The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved,  the length of the contract period and the market
conditions  then  prevailing.  Because  forward  currency  contracts are usually
entered into on a principal  basis, no fees or commissions are involved.  When a
Fund enters into a forward currency  contract,  it relies on the counterparty to
make  or  take  delivery  of the  underlying  currency  at the  maturity  of the
contract.  Failure by the counterparty to do so would result in the loss of some
or all of any expected benefit of the transaction.

As is the case  with  futures  contracts,  purchasers  and  sellers  of  forward
currency  contracts can enter into offsetting closing  transactions,  similar to
closing   transactions   on  futures   contracts,   by  selling  or  purchasing,
respectively,  an  instrument  identical  to the  instrument  purchased or sold.
Secondary  markets generally do not exist for forward currency  contracts,  with
the result that closing transactions  generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no  assurance  that a Fund will in fact be able to close out a forward  currency
contract at a favorable  price prior to maturity.  In addition,  in the event of
insolvency of the counterparty,  the Fund might be unable to close out a forward
currency  contract.  In either event,  the Fund would  continue to be subject to
market risk with respect to the position,  and would  continue to be required to
maintain a position in  securities  denominated  in the  foreign  currency or to
segregate cash or liquid assets.
<PAGE>

The precise matching of forward  currency  contract amounts and the value of the
securities,  dividends  or  interest  payments  involved  generally  will not be
possible because the value of such securities,  dividends or interest  payments,
measured  in the  foreign  currency,  will  change  after the  forward  currency
contract  has been  established.  Thus,  a Fund might need to  purchase  or sell
foreign  currencies  in the  spot  (cash)  market  to the  extent  such  foreign
currencies  are not covered by forward  currency  contracts.  The  projection of
short-term currency market movements is extremely difficult,  and the successful
execution of a short-term hedging strategy is highly uncertain.

Forward currency contracts may substantially change a Fund's investment exposure
to changes in currency  exchange rates and could result in losses to the Fund if
currencies do not perform as the adviser anticipates. There is no assurance that
the adviser's use of forward  currency  contracts will be advantageous to a Fund
or that it will hedge at an appropriate time.

The Funds may also  purchase  and sell  foreign  currency  and invest in foreign
currency deposits.  Currency conversion involves dealer spreads and other costs,
although commissions usually are not charged.

Combined  Positions.  A Fund may  purchase  and  write  options  or  futures  in
combination  with each other, or in combination with futures or forward currency
contracts,  to  manage  the  risk  and  return  characteristics  of its  overall
position.  For example, a Fund may purchase a put option and write a call option
on the same  underlying  instrument,  in order to construct a combined  position
whose risk and return characteristics are similar to selling a futures contract.
Another  possible  combined  position would involve writing a call option at one
strike price and buying a call option at a lower  price,  in order to reduce the
risk of the written call option in the event of a  substantial  price  increase.
Because combined  options  positions  involve  multiple  trades,  they result in
higher transaction costs.

Turnover.  The Funds'  options and futures  activities may affect their turnover
rates and brokerage commission  payments.  The exercise of calls or puts written
by a Fund, and the sale or purchase of futures  contracts,  may cause it to sell
or purchase related investments,  thus increasing its turnover rate. Once a Fund
has received an exercise notice on an option it has written,  it cannot effect a
closing  transaction in order to terminate its  obligation  under the option and
must deliver or receive the  underlying  securities at the exercise  price.  The
exercise  of puts  purchased  by a Fund  may  also  cause  the  sale of  related
investments,  increasing  turnover.  Although such exercise is within the Fund's
control, holding a protective put might cause it to sell the related investments
for  reasons  that would not exist in the  absence of the put. A Fund will pay a
brokerage  commission  each time it buys or sells a put or call or  purchases or
sells a futures  contract.  Such commissions may be higher than those that would
apply to direct purchases or sales.

Swaps,  Caps, Floors and Collars.  The Funds are authorized to enter into swaps,
caps,  floors and collars.  Swaps involve the exchange by one party with another
party of their  respective  commitments  to pay or receive cash flows,  e.g., an
exchange of floating  rate payments for fixed rate  payments.  The purchase of a
cap or a floor  entitles  the  purchaser,  to the extent that a specified  index
exceeds  in the  case  of a cap,  or  falls  below  in the  case of a  floor,  a
predetermined value, to receive payments on a notional principal amount from the
party selling such  instrument.  A collar combines  elements of buying a cap and
selling a floor.

<PAGE>

GOLD BULLION -- The Gold Fund may invest up to 10% of its total assets  directly
in gold  bullion.  The two largest  national  producers  of gold bullion are the
Republic of South Africa and the Commonwealth of Independent  States (the former
Soviet Union).  Changes in political and economic  conditions  affecting  either
country  may have a direct  impact on its sales of gold  bullion.  The Gold Fund
will purchase gold bullion from,  and sell gold bullion to, banks (both U.S. and
foreign)  and  dealers  who are members  of, or  affiliated  with  members of, a
regulated U.S. commodities  exchange,  in accordance with applicable  investment
laws.  Values of gold  bullion held by the Gold Fund are based upon daily quotes
provided by banks or brokers dealing in such commodities.

ILLIQUID  SECURITIES -- Securities  which do not trade on stock  exchanges or in
the over the counter  market,  or have  restrictions on when and how they may be
sold, are generally  considered to be  "illiquid."  An illiquid  security is one
that a Fund may have  difficulty  -- or may even be  legally  precluded  from --
selling at any  particular  time.  The Funds may invest in illiquid  securities,
including  restricted  securities  and other  investments  which are not readily
marketable.  A Fund will not  purchase any such  security if the purchase  would
cause the Fund to invest more than 15% of its net  assets,  measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.

The  principal  risk of investing in illiquid  securities  is that a Fund may be
unable to  dispose  of them at the time  desired or at a  reasonable  price.  In
addition,  in order to resell a restricted  security,  a Fund might have to bear
the expense and incur the delays associated with registering the securities with
the SEC, and otherwise obtaining listing on a securities exchange or in the over
the counter market.

INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities  issued by other  investment  companies  that invest in
short-term  debt  securities and seek to maintain a net asset value of $1.00 per
share  ("money  market  funds").  The Funds also may invest in Standard & Poor's
Depository  Receipts ("SPDRs") and shares of other investment  companies.  SPDRs
are investment  companies whose  portfolios  mirror the compositions of specific
S&P  indices,  such as the S&P 500 and the S&P  400.  SPDRs  are  traded  on the
American  Stock  Exchange.  SPDR  holders  such as a Fund are  paid a  "Dividend
Equivalent  Amount" that corresponds to the amount of cash dividends accruing to
the  securities  held by the SPDR Trust,  net of certain fees and expenses.  The
Investment  Company  Act of 1940  limits  investments  in  securities  of  other
investment companies,  such as the SPDR Trust. These limitations include,  among
others, that, subject to certain exceptions,  no more than 10% of a Fund's total
assets may be invested in securities of other  investment  companies and no more
than  5% of its  total  assets  may be  invested  in the  securities  of any one
investment company. As a shareholder of another investment company, a Fund would
bear its pro rata portion of the other investment company's expenses,  including
advisory fees, in addition to the expenses the Fund bears directly in connection
with its own operations.
<PAGE>

REITS -- Real  Estate  Investment  Trusts  are  investment  trusts  that  invest
primarily  in real estate and  securities  of  businesses  connected to the real
estate industry.

REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements,  or REPOs,
on debt securities that the Fund is allowed to hold in its portfolio.  This is a
way to invest money for short  periods.  A REPO is an agreement  under which the
Fund  acquires a debt  security  and then  resells it to the seller at an agreed
upon price and date  (normally,  the next business day).  The  repurchase  price
represents an interest rate  effective for the short period the debt security is
held by the Fund, and is unrelated to the interest rate on the  underlying  debt
security. A repurchase agreement is often considered as a loan collateralized by
securities.  The collateral  securities  acquired by the Fund (including accrued
interest  earned  thereon) must have a total value in excess of the value of the
repurchase agreement. The collateral securities are held by the Fund's custodian
bank until the repurchase agreement is completed.

The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers that are creditworthy
under standards  established by the Company's board of directors.  The Company's
board of directors has established standards that INVESCO must use to review the
creditworthiness  of any bank,  broker or dealer that is party to a REPO.  REPOs
maturing in more than seven days are considered illiquid securities. A Fund will
not enter into  repurchase  agreements  maturing in more than seven days if as a
result  more  than 15% of the  Fund's  net  assets  would be  invested  in these
repurchase agreements and other illiquid securities.

As noted  above,  the  Funds use  REPOs as a means of  investing  cash for short
periods  of  time.  Although  REPOs  are  considered  to be  highly  liquid  and
comparatively  low-risk,  the use of REPOs does involve some risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying  security at a time when the value of the security has declined,  the
Fund may incur a loss on the sale of the collateral security. If the other party
to the agreement  becomes insolvent and subject to liquidation or reorganization
under  the  Bankruptcy  Code or  other  laws,  a court  may  determine  that the
underlying  security is collateral for a loan by the Fund not within the control
of the Fund and therefore the  realization  by the Fund on such  collateral  may
automatically be stayed.  Finally,  it is possible that the Fund may not be able
to  substantiate  its interest in the  underlying  security and may be deemed an
unsecured creditor of the other party to the agreement.

RULE 144A  SECURITIES -- A Fund also may invest in securities that can be resold
to  institutional  investors  pursuant to Rule 144A under the  Securities Act of
1933, as amended (the "1933 Act"). In recent years, a large institutional market
has developed for many Rule 144A Securities.  Institutional  investors generally
cannot sell these securities to the general public but instead will often depend
on an efficient  institutional  market in which Rule 144A Securities can readily
be resold to other institutional investors, or on an issuer's ability to honor a
demand for repayment.  Therefore,  the fact that there are  contractual or legal
restrictions  on resale to the general public or certain  institutions  does not
necessarily  mean that a Rule 144A Security is illiquid.  Institutional  markets
for Rule 144A  Securities may provide both reliable  market values for Rule 144A
Securities and enable a Fund to sell a Rule 144A  investment  when  appropriate.
For this reason,  the  Company's  board of  directors  has  concluded  that if a
sufficient  institutional  trading market exists for a given Rule 144A security,
it may be  considered  "liquid,"  and not  subject  to a Fund's  limitations  on
investment in restricted securities.  The Company's board of directors has given
INVESCO  the  day-to-day  authority  to  determine  the  liquidity  of Rule 144A
Securities, according to guidelines approved by the board. The principal risk of
investing in Rule 144A Securities is that there may be an insufficient number of
qualified  institutional  buyers  interested  in purchasing a Rule 144A Security
held by a Fund,  and the Fund  might  be  unable  to  dispose  of such  security
promptly or at reasonable prices.
<PAGE>

SECURITIES LENDING -- Each Fund may lend its portfolio securities. The advantage
of lending  portfolio  securities is that a Fund  continues to have the benefits
(and  risks)  of  ownership  of the  loaned  securities,  while at the same time
receiving  interest  from the  borrower of the  securities.  The primary risk in
lending  portfolio  securities is that a borrower may fail to return a portfolio
security.

SOVEREIGN DEBT -- In certain emerging countries,  the central government and its
agencies  are the  largest  debtors  to local  and  foreign  banks  and  others.
Sovereign debt involves the risk that the  government,  as a result of political
considerations or cash flow difficulties, may fail to make scheduled payments of
interest or principal and may require  holders to participate in rescheduling of
payments or even to make  additional  loans. If an emerging  country  government
defaults on its sovereign debt,  there is likely to be no legal proceeding under
which  the debt may be  ordered  repaid,  in whole or in part.  The  ability  or
willingness  of a foreign  sovereign  debtor to make  payments of principal  and
interest in a timely manner may be influenced by, among other factors,  its cash
flow,  the  magnitude  of its  foreign  reserves,  the  availability  of foreign
exchanges  on the  payment  date,  the debt  service  burden to the economy as a
whole, the debtor's then current  relationship with the  International  Monetary
Fund and its then current political constraints.  Some of the emerging countries
issuing  such  instruments  have  experienced  high rates of inflation in recent
years and have extensive internal debt. Among other effects,  high inflation and
internal  debt  service   requirements   may  adversely   affect  the  cost  and
availability  of future  domestic  sovereign  borrowing  to  finance  government
programs,   and  may  have  other   adverse   social,   political  and  economic
consequences,  including effects on the willingness of such countries to service
their sovereign debt. An emerging country  government's  willingness and ability
to make  timely  payments  on its  sovereign  debt also are likely to be heavily
affected  by the  country's  balance  of trade and its access to trade and other
international  credits.  If a  country's  exports  are  concentrated  in  a  few
commodities,  such country would be more  significantly  exposed to a decline in
the  international  process  of one or  more  of  such  commodities.  A rise  in
protectionism  on the part of its trading  partners,  or  unwillingness  by such
partners to make payment for goods in hard currency, could also adversely affect
the  country's  ability to export its  products  and repay its debts.  Sovereign
debtors may also be dependent on expected  receipts from such agencies and other
abroad to reduce  principal  and  interest  arrearages  on their debt.  However,
failure by the sovereign  debtor or other entity to implement  economic  reforms
negotiated with multilateral  agencies or others, to achieve specified levels of
economic  performance,  or to make other debt payments when due, may cause third
parties to terminate their commitments to provide funds to the sovereign debtor,
which may further  impair such  debtor's  willingness  or ability to service its
debts.

The  Fund may  invest  in debt  securities  issued  under  the  "Brady  Plan" in
connection  with  restructurings  in emerging  country  debt  markets or earlier
loans. These securities, often referred to as "Brady Bonds," are, in some cases,
denominated in U.S. dollars and  collateralized as to principal by U.S. Treasury
zero coupon bonds have the same maturity. At least one year's interest payments,
on a rolling basis, are collateralized by cash or other investments. Brady Bonds
are actively  traded on an  over-the-counter  basis in the secondary  market for
emerging country debt securities.  Brady Bonds are lower-rated  bonds and highly
volatile.
<PAGE>

U.S.  GOVERNMENT  SECURITIES -- Each Fund may, from time to time,  purchase debt
securities  issued by the U.S.  government.  These  securities  include Treasury
bills,  notes and bonds.  Treasury  bills  have a maturity  of one year or less,
Treasury notes  generally have a maturity of one to ten years and Treasury bonds
generally have maturities of more than ten years.

U.S.  government debt securities also include securities issued or guaranteed by
agencies or instrumentalities  of the U.S. government.  Some obligations of U.S.
government  agencies,  which are  established  under the  authority of an act of
Congress,   such  as   Government   National   Mortgage   Association   ("GNMA")
participation  certificates,  are  supported by the full faith and credit of the
U.S. Treasury.  GNMA Certificates are  mortgage-backed  securities  representing
part  ownership  of a pool of mortgage  loans.  These loans -- issued by lenders
such as mortgage bankers,  commercial banks and savings and loan associations --
are either insured by the Federal  Housing  Administration  or guaranteed by the
Veterans  Administration.  A "pool" or group of such mortgages is assembled and,
after  being  approved  by GNMA,  is offered  to  investors  through  securities
dealers.  Once approved by GNMA, the timely payment of interest and principal on
each  mortgage is  guaranteed by GNMA and backed by the full faith and credit of
the U.S.  government.  The market value of GNMA  Certificates is not guaranteed.
GNMA  Certificates  are  different  from bonds  because  principal  is paid back
monthly by the borrower over the term of the loan rather than returned in a lump
sum at  maturity,  as is the case  with a bond.  GNMA  Certificates  are  called
"pass-through"   securities   because  both  interest  and  principal   payments
(including   prepayments)   are  passed  through  to  the  holder  of  the  GNMA
Certificate.

Other United  States  government  debt  securities,  such as  securities  of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury.  Others, such as bonds issued by Fannie Mae, a federally chartered
private corporation, are supported only by the credit of the corporation. In the
case of securities not backed by the full faith and credit of the United States,
a Fund  must  look  principally  to  the  agency  issuing  or  guaranteeing  the
obligation  in the  event  the  agency  or  instrumentality  does  not  meet its
commitments.  A Fund will invest in  securities of such  instrumentalities  only
when  INVESCO  is  satisfied  that the  credit  risk  with  respect  to any such
instrumentality is comparatively minimal.

WHEN-ISSUED/DELAYED DELIVERY -- Ordinarily, the Funds buy and sell securities on
an ordinary settlement basis. That means that the buy or sell order is sent, and
a Fund actually takes  delivery or gives up physical  possession of the security
on the "settlement date," which is three business days later. However, the Funds
also may purchase  and sell  securities  on a  when-issued  or delayed  delivery
basis.
<PAGE>

When-issued or delayed delivery transactions occur when securities are purchased
or sold by a Fund and payment and delivery take place at an agreed-upon  time in
the  future.  The Funds may  engage in this  practice  in an effort to secure an
advantageous  price  and  yield.  However,  the yield on a  comparable  security
available  when  delivery  actually  takes  place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery  transactions,  it
relies on the seller or buyer to consummate  the sale at the future date. If the
seller or buyer fails to act as  promised,  that  failure may result in the Fund
missing  the  opportunity  of  obtaining  a  price  or  yield  considered  to be
advantageous.  No  payment  or  delivery  is made by a Fund  until  it  receives
delivery  or  payment  from  the  other  party  to  the  transaction.   However,
fluctuation  in the  value of the  security  from the time of  commitment  until
delivery could adversely affect a Fund.

INVESTMENT RESTRICTIONS

The Funds  operate under certain  investment  restrictions.  For purposes of the
following  restrictions,  all percentage  limitations  apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting  from  fluctuations  in value  does  not  require  elimination  of any
security from a Fund.

The following  restrictions are fundamental and may not be changed without prior
approval  of a majority  of the  outstanding  voting  securities  of a Fund,  as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Each
Fund may not:

      1. with respect to 75% of the Fund's total assets, purchase the securities
      of any issuer  (other than  securities  issued or  guaranteed  by the U.S.
      government or any of its agencies or  instrumentalities,  or securities of
      other investment  companies) if, as a result, (i) more than 5% of a Fund's
      total assets would be invested in the securities of that issuer, or (ii) a
      Fund would hold more than 10% of the outstanding voting securities of that
      issuer;

      2. underwrite  securities of other  issuers,  except insofar as it may be
      deemed  to be an  underwriter  under the 1933 Act in  connection  with the
      disposition of the Fund's portfolio securities;

      3. borrow  money,  except that the Fund may borrow  money in an amount not
      exceeding 33 1/3% of its total assets (including the amount borrowed) less
      liabilities (other than borrowings);

      4. issue senior securities, except as permitted under the 1940 Act;

      5. lend any  security or make any loan if, as a result,  more than 33 1/3%
      of its total assets would be lent to other  parties,  but this  limitation
      does  not  apply  to the  purchase  of debt  securities  or to  repurchase
      agreements;

      6. purchase or sell physical  commodities;  however, this policy shall not
      prevent the Fund from  purchasing and selling  foreign  currency,  futures
      contracts,  options,  forward contracts,  swaps, caps, floors, collars and
      other financial instruments.  This restriction shall not prevent Gold Fund
      from investing in gold bullion; or
<PAGE>

      7. purchase or sell real estate  unless  acquired as a result of ownership
      of  securities or other  instruments  (but this shall not prevent the Fund
      from investing in securities or other instruments backed by real estate or
      securities of companies engaged in the real estate business).

      8. Each Fund may,  notwithstanding any other fundamental investment policy
      or  limitation,  invest  all of its assets in the  securities  of a single
      open-end management  investment company managed by INVESCO or an affiliate
      or a successor thereof, with substantially the same fundamental investment
      objective, policies and limitations as the Fund.

In addition, each Fund has the following  non-fundamental policies, which may be
changed without shareholder approval:

      A. The Fund may not sell securities short (unless it owns or has the right
      to obtain securities  equivalent in kind and amount to the securities sold
      short) or purchase securities on margin,  except that (i) this policy does
      not  prevent  the Fund from  entering  into  short  positions  in  foreign
      currency,  futures contracts,  options,  forward  contracts,  swaps, caps,
      floors, collars and other financial instruments,  (ii) the Fund may obtain
      such   short-term   credits  as  are   necessary   for  the  clearance  of
      transactions,  and (iii) the Fund may make margin  payments in  connection
      with futures contracts,  options, forward contracts,  swaps, caps, floors,
      collars and other financial instruments.

      B.  The  Fund  may  borrow  money  only  from a bank or  from an  open-end
      management  investment  company  managed by INVESCO or an  affiliate  or a
      successor thereof for temporary or emergency  purposes (not for leveraging
      or investing)  or by engaging in reverse  repurchase  agreements  with any
      party  (reverse  repurchase  agreements  will be treated as borrowings for
      purposes of fundamental limitation (3)).

      C. The Fund does not  currently  intend to purchase  any security if, as a
      result,  more than 15% of its net assets  would be invested in  securities
      that are  deemed  to be  illiquid  because  they are  subject  to legal or
      contractual  restrictions  on resale  or  because  they  cannot be sold or
      disposed of in the ordinary course of business at approximately the prices
      at which they are valued.

      D. The Fund may invest in securities issued by other investment  companies
      to the  extent  that  such  investments  are  consistent  with the  Fund's
      investment objective and policies and permissible under the 1940 Act.

      E. The Gold Fund may invest up to 10% of its total assets in gold bullion.

In addition,  with  respect to a Fund that may invest in municipal  obligations,
the  following  non-fundamental  policy  applies,  which may be changed  without
shareholder approval:
<PAGE>

      Each state (including the District of Columbia and Puerto Rico), territory
      and possession of the United States, each political  subdivision,  agency,
      instrumentality  and authority  thereof,  and each  multi-state  agency of
      which a state is a member is a  separate  "issuer."  When the  assets  and
      revenues  of an  agency,  authority,  instrumentality  or other  political
      subdivision are separate from the government  creating the subdivision and
      the  security  is backed only by assets and  revenues of the  subdivision,
      such subdivision would be deemed to be the sole issuer.  Similarly, in the
      case of an Industrial  Development  Bond or Private Activity bond, if that
      bond is backed  only by the assets and  revenues  of the  non-governmental
      user,  then  that  non-governmental  user  would be  deemed to be the sole
      issuer. However, if the creating government or another entity guarantees a
      security,  then to the extent that the value of all  securities  issued or
      guaranteed by that government or entity and owned by a Fund exceeds 10% of
      the Fund's total  assets,  the  guarantee  would be  considered a separate
      security and would be treated as issued by that government or entity.

Following  is  a  chart   outlining   some  of  the   limitations   pursuant  to
non-fundamental  investment  policies  set  by the  board  of  directors.  These
non-fundamental  policies  may be  changed  by the  board of  directors  without
shareholder approval:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
INVESTMENT                    ENERGY            FINANCIAL SERVICES        GOLD               HEALTH SCIENCES
- ---------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                       <C>              <C>

WITHIN SECTOR                 Normally, at      Normally, at              Normally, at       Normally, at
                              least 80%(a)      least 80%(a)              least 80%(a)       least 80%(a)

- ---------------------------------------------------------------------------------------------------------------

OUTSIDE SECTOR                Up to 20%(b)      Up to 20%(b)              Up to 20%(b)       Up to 20%(b)

- ---------------------------------------------------------------------------------------------------------------

FOREIGN SECURITIES            Up to 25%         Up to 25%                 Up to 100%         Up to 25%
(Percentages exclude ADRs
and Canadian issuers.)
- ---------------------------------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------------------------------
INVESTMENT                    LEISURE           REALTY                    TECHNOLOGY         TELECOMMUNICATIONS
- ---------------------------------------------------------------------------------------------------------------

WITHIN SECTOR                 Normally, at      Normally, at least        Normally, at       Normally, at
                              least 80%(a)      65% and no one least      least 80%(a)       least 65%(c)
                                                property type will
                                                represent more than
                                                50% of the Fund's
                                                total assets(c)
- ---------------------------------------------------------------------------------------------------------------
                                                                                             Up to 35%; up
OUTSIDE SECTOR                Up to 20%(b)      Up to 35%                 Up to 20%(b)       to 35% in
                                                                                             infrastructure
- ---------------------------------------------------------------------------------------------------------------

FOREIGN SECURITIES            Up to 25%         Up to 25%                 Up to 25%          Unlimited; may
(Percentages exclude ADRs                                                                    be 65% or more
and Canadian issuers.)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- ---------------------------------------------------
INVESTMENT                    UTILITIES
- ---------------------------------------------------

WITHIN SECTOR                 Normally, at
                              least 80%(a)
- ---------------------------------------------------

OUTSIDE SECTOR                Up to 20%(b)

- ---------------------------------------------------

FOREIGN SECURITIES            Up to 25%
(Percentages exclude ADRs
and Canadian issuers.)
- ---------------------------------------------------


   (a)The  Fund  normally  invests  at least  80% of its  assets  in the  equity
      securities   (common  and  preferred  stocks  and  convertible  bonds)  of
      companies primarily doing business in a specific business sector.
   (b)The  remainder of the Fund's  assets may be invested in any  securities or
      other  instruments  deemed  appropriate  by INVESCO,  consistent  with the
      Fund's  investment  policies and restrictions.  These investments  include
      debt securities  issued by companies  outside the Fund's business  sector,
      short-term  high grade debt  obligations  maturing  no later than one year
      from  the  date  of  purchase   (including  U.S.   government  and  agency
      securities,  domestic bank certificates of deposit, commercial paper rated
      at least A-2 by S&P or P-2 by Moody's and repurchase agreements) and cash.
   (c)At least 65% in equity  securities  - including  common  stock,  preferred
      stock, securities convertible into common stock and warrants; up to 35% in
      debt securities of which no more than 15% can be in junk bonds.

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO,  located at 7800 East Union Avenue, Denver,  Colorado, is the Company's
investment  adviser.  INVESCO  was  founded in 1932 and serves as an  investment
adviser to:

      INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
      INVESCO Combination Stock & Bond Funds, Inc.
          (formerly, INVESCO Flexible Funds, Inc.)
      INVESCO International Funds, Inc.
      INVESCO Money Market Funds, Inc.
      INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
      INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
      INVESCO Treasurer's Series Funds, Inc.
          (formerly, INVESCO Treasurer's Series Trust)
      INVESCO Variable Investment Funds, Inc.

<PAGE>

As of __________,  1999, INVESCO managed ___ mutual funds having combined assets
of $____ billion, on behalf of more than _______ shareholders.

INVESCO is an indirect  wholly  owned  subsidiary  of  AMVESCAP  PLC, a publicly
traded holding company.  Through its  subsidiaries,  AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent  investment  management  businesses in the world with
approximately $291 billion in assets under management on September 30, 1999.

AMVESCAP PLC's North American subsidiaries include:

      INVESCO Retirement and Benefit Services, Inc. ("IRBS"),  Atlanta, Georgia,
      develops and  provides  domestic and  international  defined  contribution
      retirement plan services to plan sponsors,  institutional  retirement plan
      sponsors, institutional plan providers and foreign governments.

      INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division of
      IRBS, provides  recordkeeping and investment selection services to defined
      contribution  plan  sponsors  of plans with  between  $2 million  and $200
      million in  assets.  Additionally,  IRPS  provides  investment  consulting
      services to institutions  seeking to provide  retirement plan products and
      services.

      Institutional  Trust  Company,  doing  business as INVESCO  Trust  Company
      ("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
      custodian  and/or  trust  services  for  individual   retirement  accounts
      ("IRAs") and other retirement plan accounts.  This includes  services such
      as  recordkeeping,  tax reporting and  compliance.  ITC acts as trustee or
      custodian to these plans. ITC accepts  contributions and provides complete
      transfer  agency  functions:  correspondence,   sub-accounting,  telephone
      communications and processing of distributions.

      INVESCO Capital Management,  Inc., Atlanta, Georgia, manages institutional
      investment  portfolios,  consisting  primarily of  discretionary  employee
      benefit  plans for  corporations  and state  and  local  governments,  and
      endowment funds.

      INVESCO  Management & Research,  Inc.,  Boston,  Massachusetts,  primarily
      manages pension and endowment accounts.

      PRIMCO Capital  Management,  Inc.,  Louisville,  Kentucky,  specializes in
      managing  stable  return  investments,  principally  on behalf of  Section
      401(k) retirement plans.

      INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for providing
      advisory  services in the U.S.  real estate  markets  for  AMVESCAP  PLC's
      clients  worldwide.  Clients  include  corporate  pension plans and public
      pension funds as well as endowment and foundation accounts.

<PAGE>

      INVESCO (NY),  Inc.,  New York, is an  investment  adviser for  separately
      managed   accounts,   such  as  corporate  and  municipal  pension  plans,
      Taft-Hartley  Plans,  insurance  companies,  charitable  institutions  and
      private  individuals.  INVESCO NY further serves as investment  adviser to
      several closed-end investment  companies,  and as sub-adviser with respect
      to certain commingled employee benefit trusts.

      A I M Advisors,  Inc.,  Houston,  Texas,  provides investment advisory and
      administrative services for retail and institutional mutual funds.

      A I M  Capital  Management,  Inc.,  Houston,  Texas,  provides  investment
      advisory  services to individuals,  corporations,  pension plans and other
      private  investment  advisory accounts and also serves as a sub-adviser to
      certain retail and  institutional  mutual funds,  one Canadian mutual fund
      and one  portfolio of an open-end  registered  investment  company that is
      offered to separate accounts of insurance companies.

      A I M Distributors,  Inc. and Fund Management Company, Houston, Texas, are
      registered  broker-dealers  that  act as the  principal  underwriters  for
      retail and institutional mutual funds.

The corporate  headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.

THE INVESTMENT ADVISORY AGREEMENT

INVESCO serves as investment  adviser to the Funds under an investment  advisory
agreement dated February 28, 1997 (the "Agreement") with the Company.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the Fund's investment policies. INVESCO may directly
manage a Fund itself,  or may hire a  sub-adviser,  which may be an affiliate of
INVESCO, to do so. Specifically, INVESCO is responsible for:

      o managing the investment and reinvestment of all the assets of the Funds,
      and executing all purchases and sales of portfolio securities;

      o maintaining a continuous  investment  program for the Funds,  consistent
      with (i) each Fund's  investment  policies  as set forth in the  Company's
      Articles of Incorporation, Bylaws and Registration Statement, as from time
      to  time  amended,  under  the  1940  Act,  and in any  prospectus  and/or
      statement of  additional  information  of the Funds,  as from time to time
      amended and in use under the 1933 Act, and (ii) the Company's  status as a
      regulated  investment  company under the Internal Revenue Code of 1986, as
      amended;

      o determining  what  securities are to be purchased or sold for the Funds,
      unless otherwise  directed by the directors of the Company,  and executing
      transactions accordingly;
<PAGE>

      o providing the Funds the benefit of the investment analysis and research,
      the  reviews  of  current   economic   conditions  and  trends,   and  the
      consideration of a long-range investment policy now or hereafter generally
      available  to the  investment  advisory  customers  of the  adviser or any
      sub-adviser;

      o determining what portion of each Fund's assets should be invested in the
      various types of securities authorized for purchase by the Fund; and

      o making  recommendations as to the manner in which voting rights,  rights
      to consent  to Fund  action and any other  rights  pertaining  to a Fund's
      portfolio securities shall be exercised.

INVESCO also performs all of the following services for the Funds:

      o  administrative

      o  internal accounting (including computation of net asset value)

      o  clerical and statistical

      o  secretarial

      o  all other services necessary or incidental to the administration
      of the affairs of the Funds

      o  supplying the Company with officers, clerical staff and other employees

      o furnishing office space, facilities,  equipment, and supplies; providing
      personnel  and  facilities  required  to respond to  inquiries  related to
      shareholder accounts

      o  conducting  periodic  compliance  reviews  of  the  Funds'  operations;
      preparation  and review of  required  documents,  reports  and  filings by
      INVESCO's  in-house  legal and  accounting  staff or in  conjunction  with
      independent   attorneys  and  accountants   (including  the  Prospectuses,
      statement  of  additional  information,   proxy  statements,   shareholder
      reports, tax returns, reports to the SEC, and other corporate documents of
      the Funds)

      o  supplying basic telephone service and other utilities

      o preparing and maintaining  certain of the books and records  required to
      be prepared and maintained by the Funds under the 1940 Act.

Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory  services to the Company,  INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:
<PAGE>

Energy, Financial Services, Gold, Health Sciences, Leisure, Technology
and Utilities Funds

   o  0.75% on the first $350 million of each Fund's average net assets;

   o  0.65% on the next $350 million of each Fund's average net assets; and

   o  0.55% on each Fund's average net assets in excess of $700 million.

   o  0.45% on each Fund's average net assets from $2 billion.

   o  0.40% on each Fund's average net assets from $4 billion.

   o  0.375% on each Fund's average net assets from $6 billion.

   o  0.35% on each Fund's average net assets from $8 billion.

Realty Fund

   o 0.75% on the first $500 million of the Fund's average net assets;

   o 0.65% on the next $500  million of the Fund's  average net  assets;

   o 0.55% of the Fund's average net assets from $1 billion;

   o 0.45% of the Fund's average net assets from $2 billion;

   o 0.40% of the Fund's average net assets from $4 billion;

   o 0.375% of the Fund's average net assets from $6 billion; and

   o 0.35% of the Fund's average net assets from $8 billion.

Telecommunications Fund

   o 0.65% on the first $500 million of the Fund's average net assets;

   o 0.55% on the next $500 million of the Fund's  average net assets;

   o 0.45% of the Fund's  average  net assets from $1  billion;

   o 0.40% of the Fund's  average net assets  from $4  billion;

   o 0.375% of the  Fund's  average  net  assets  from $6 billion; and

   o 0.35% of the Fund's average net assets from $8 billion.

<PAGE>

During the periods  outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below.  Since the Funds' Class C shares did not
commence  operations  until  January __, 2000,  no advisory  fees were paid with
respect  to Class C shares for the  periods  shown  below.  If  applicable,  the
advisory  fees were  offset by  credits  in the  amounts  shown  below,  so that
INVESCO's fees were not in excess of the expense  limitations shown below, which
have been voluntarily agreed to by the Company and INVESCO.

<TABLE>
<CAPTION>
                                                  Advisory            Total Expense         Total Expense
                                                  Fee Dollars         Reimbursements        Limitations
                                                  -----------         --------------        -------------
<S>                                                  <C>                   <C>                  <C>
ENERGY FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                  N/A
October 31, 1998                                    1,366,009            N/A                  N/A
October 31, 1997                                    1,788,892            N/A                  N/A

FINANCIAL SERVICES FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                  N/A
October 31, 1998                                    8,971,562            N/A                  N/A
October 31, 1997                                    5,705,247            N/A                  N/A

GOLD FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                  N/A
October 31, 1998                                      902,210            N/A                  N/A
October 31, 1997                                    1,703,349            N/A                  N/A

HEALTH SCIENCES FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                   N/A
October 31, 1998                                    7,138,414            N/A                   N/A
October 31, 1997                                    6,276,181            N/A                   N/A

LEISURE FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                   N/A
October 31, 1998                                    1,743,033            N/A                   N/A
October 31, 1997                                    1,598,185            N/A                   N/A

REALTY FUNDS - INVESTOR CLASS
July 31, 1999                                      $  157,568            296,226               1.30%(a)
July 31, 1998                                         275,574            275,415               1.20%
July 31, 1997                                         112,846            102,675               1.20%(b)

TECHNOLOGY FUND - INSTITUTIONAL CLASS
AND INVESTOR CLASS
October 31, 1999                                   $   ______            N/A                   0.95%(c)
October 31, 1998                                    6,846,934            N/A                   N/A
October 31, 1997                                    6,217,324            N/A                   N/A
<PAGE>

TELECOMMUNICATIONS FUND - INVESTOR CLASS
July 31, 1999                                      $3,079,599            N/A                   2.00%
July 31, 1998                                         917,111            N/A                   2.00%
July 31, 1997                                         358,300            N/A                   2.00%

UTILITIES FUND - INVESTOR CLASS
October 31, 1999                                   $    _____            N/A                   1.25%(d)
October 31, 1998                                    1,327,773            $135,673              1.25%
October 31, 1997                                    1,063,655            67,385                1.25%

</TABLE>


(a) 1.20% prior to May 13, 1999.
(b) For the period January 2, 1997, commencement of operations, through
    July 31, 1997.
(c) Applicable to the Institutional Class of Shares.
(d) 1.10% prior to May 31, 1997.


ADMINISTRATIVE SERVICES AGREEMENT

INVESCO,  either  directly or through  affiliated  companies,  provides  certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an  Administrative  Services  Agreement  dated  February  28,  1997  with the
Company.

The Administrative  Services Agreement requires INVESCO to provide the following
services to the Funds:

      o  such sub-accounting and recordkeeping services and functions as are
         reasonably necessary for the operation of the Funds; and

      o  such  sub-accounting,  recordkeeping,  and administrative  services and
         functions,  which may be provided  by  affiliates  of  INVESCO,  as are
         reasonably  necessary  for the operation of Fund  shareholder  accounts
         maintained by certain  retirement  plans and employee benefit plans for
         the benefit of participants in such plans.

As full  compensation for services  provided under the  Administrative  Services
Agreement,  each Fund pays a monthly fee to INVESCO  consisting of a base fee of
$10,000 per year,  plus an additional  incremental  fee computed  daily and paid
monthly at an annual rate of 0.015% of the average net assets of each Fund prior
to May 13,  1999 and  0.045%  per year of the  average  net  assets of each Fund
effective May 13, 1999.

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent,  dividend  disbursing agent, and registrar
services for the Funds pursuant to a Transfer  Agency  Agreement  dated February
28, 1997 with the Company.

The Transfer Agency Agreement provides that each Fund pays INVESCO an annual fee
of $20.00 per shareholder account,  or, where applicable,  per participant in an
omnibus account.  This fee is paid monthly at the rate of 1/12 of the annual fee
and is based upon the actual number of shareholder  accounts and omnibus account
participants in each Fund at any time during each month.

<PAGE>

FEES PAID TO INVESCO

For the periods  outlined in the table below for each Fund,  the Funds  Investor
Class shares paid the  following  fees to INVESCO  (prior to the  absorption  of
certain  Fund  expenses  by  INVESCO).  Since the Funds'  Class C shares did not
commence  operations  until  January __, 2000, no fees were paid with respect to
Class C shares for the periods shown below.

<TABLE>
<CAPTION>

                                                   ADMINISTRATIVE              TRANSFER
                            ADVISORY                SERVICES                   AGENCY

<S>                           <C>                     <C>                       <C>

ENERGY FUND - INVESTOR CLASS
October 31, 1999           $_________              $_________                  $_________
October 31, 1998            1,366,009                  37,320                     778,806
October 31, 1997            1,788,892                  45,876                     710,090


FINANCIAL SERVICES FUND - INVESTOR CLASS
October 31, 1999            $_________             $_________                  $_________
October 31, 1998             8,971,562                226,043                   2,663,985
October 31, 1997             5,705,247                137,504                   1,995,619


GOLD FUND - INVESTOR CLASS
October 31, 1999            $________              $_________                  $_________
October 31, 1998              902,210                  28,044                     789,720
October 31, 1997            1,703,349                  44,069                     982,788


HEALTH SCIENCES FUND - INVESTOR CLASS
October 31, 1999            $________              $_________                  $_________
October 31, 1998            7,138,414                 176,048                   2,690,463
October 31, 1997            6,276,181                 152,539                   2,910,149


LEISURE FUND - INVESTOR CLASS
October 31, 1999            $________              $_________                  $_________
October 31, 1998            1,743,033                  44,861                     881,727
October 31, 1997            1,598,185                  41,964                   1,048,771


REALTY FUND - INVESTOR CLASS
July 31, 1999               $ 157,568              $ 14,814                    $ 219,575
July 31, 1998                 275,574                15,511                      215,561
July 31, 1997(a)              112,846                 7,257                       74,155

<PAGE>


TECHNOLOGY FUND - INSTITUTIONAL CLASS
AND INVESTOR CLASS
October 31, 1999            $________              $________                   $________(Instituti-
                                                                                        onal Class)
                             ________               ________                    ________(Investor
                                                                                        Class)
                             ________               ________                    ________(Total)
October 31, 1998            6,846,934                168,098                    2,681,507
October 31, 1997            6,217,324                150,934                    2,686,039


TELECOMMUNICATIONS FUND - INVESTOR CLASS
October 31, 1999            $3,079,599             $ 145,956                   $1,211,700
October 31, 1998               917,111                31,164                      405,886
October 31, 1997               358,300                18,269                      261,010


UTILITIES FUND - INVESTOR CLASS
October 31, 1999            $________              $_________                  $_________
October 31, 1998            1,327,773                  36,556                     494,273
October 31, 1997            1,063,655                  31,273                     530,316

</TABLE>

(a) For the period January 2, 1997, commencement of operations, through July 31,
1997.


DIRECTORS AND OFFICERS OF THE COMPANY

The overall  direction  and  supervision  of the Company  come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment  policies and programs are carried out and that the Funds are
properly administered.

The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets  quarterly  with the  Company's  independent  accountants  and officers to
review  accounting  principles  used by the  Company,  the  adequacy of internal
controls,  the  responsibilities  and fees of the independent  accountants,  and
other matters.

The Company has a  management  liaison  committee  which  meets  quarterly  with
various   management   personnel  of  INVESCO  in  order  to  facilitate  better
understanding  of management and operations of the Company,  and to review legal
and  operational  matters which have been assigned to the committee by the board
of  directors,  in  furtherance  of the  board  of  directors'  overall  duty of
supervision.

The Company has a brokerage  committee.  The  committee  meets  periodically  to
review soft dollar and other brokerage  transactions by the Funds, and to review
policies and  procedures of INVESCO with respect to brokerage  transactions.  It
reports on these matters to the Company's board of directors.

<PAGE>

The Company has a derivatives  committee.  The committee  meets  periodically to
review derivatives  investments made by the Funds. It monitors derivatives usage
by the Funds and the  procedures  utilized  by INVESCO to ensure that the use of
such  instruments  follows  the  policies  on such  instruments  adopted  by the
Company's board of directors. It reports on these matters to the Company's board
of directors.

The officers of the Company,  all of whom are officers and employees of INVESCO,
are responsible for the day-to-day  administration of the Company and the Funds.
The officers of the Company receive no direct  compensation from the Company for
their services as officers.  INVESCO has the primary  responsibility  for making
investment  decisions on behalf of the Funds.  These  investment  decisions  are
reviewed by the investment committee of INVESCO.

All of the officers and directors of the Company hold comparable  positions with
the following funds which, with the Company, are collectively referred to as the
"INVESCO Funds":

      INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
      INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
           Flexible Funds, Inc.)
      INVESCO International Funds, Inc.
      INVESCO Money Market Funds, Inc.
      INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
      INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
      INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO
           Treasurer's Series Trust)
      INVESCO Variable Investment Funds, Inc.

The table below provides  information about each of the Company's  directors and
officers. Their affiliations represent their principal occupations.





Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Charles W. Brady *+                                   Chairman of the Board
1315 Peachtree St., N.E.    Director and              of  INVESCO Global
Atlanta, Georgia            Chairman of the Board     Health Sciences Fund;
Age:  64                                              Chief Executive
                                                      Officer and Director
                                                      of AMVESCAP PLC,
                                                      London, England and
                                                      various subsidiaries
                                                      of AMVESCAP PLC.


<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years


Fred A. Deering +#                                    Trustee of INVESCO Glo-
Security Life Center        Director and Vice         bal Health Sciences
1290 Broadway               Chairman of the Board     Fund; formerly,
Denver, Colorado                                      Chairman of the
                                                      Executive Committee
Age:  72                                              and Chairman of the
                                                      Board of Security Life
                                                      of Denver Insurance
                                                      Company; Director of
                                                      ING American Holdings
                                                      Company and First ING
                                                      Life Insurance
                                                      Company of New York.


Mark H. Williamson *+                                 President, Chief Execu-
7800 E. Union Avenue        President, Chief          tive Officer and
Denver, Colorado            Exec utive Officer        Director of INVESCO
                            and Director              Funds Group, Inc.;
Age:  48                                              President and Chief
                                                      Executive Officer and
                                                      Director of INVESCO
                                                      Distributors, Inc.;
                                                      President, Chief
                                                      Operating Officer and
                                                      Trustee of INVESCO
                                                      Global Health Sciences
                                                      Fund; formerly,
                                                      Chairman and Chief
                                                      Executive Officer of
                                                      Nations Banc Advisors,
                                                      Inc.; formerly,
                                                      Chairman of
                                                      Nationsbanc
                                                      Investments, Inc.

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Victor L. Andrews, Ph.D.                              Professor Emeritus,
**!                         Director                  Chairman Emeritus and
34 Seawatch Drive                                     Chairman of the CFO
Savannah, Georgia                                     Roundtable of the
                                                      Department of Finance
Age:  69                                              of Georgia State
                                                      University; President,
                                                      Andrews Financial
                                                      Associates, Inc. (con-
                                                      sulting firm);
                                                      formerly, member of
                                                      the faculties of the
                                                      Harvard Business
                                                      School  and the Sloan
                                                      School of  Management
                                                      of MIT; Director of
                                                      The Sheffield Funds,
                                                      Inc.


Bob R. Baker +**                                      President and Chief
AMC Cancer Research         Director                  Executive Officer of
Center 1600 Pierce Street                             AMC Cancer Research
Denver, Colorado                                      Center, Denver,
                                                      Colorado, since
Age:  63                                              January 1989; until
                                                      mid-December 1988,
                                                      Vice Chairman of the
                                                      Board of First
                                                      Columbia Financial
                                                      Corporation,
                                                      Englewood, Colorado;
                                                      formerly, Chairman of
                                                      the Board and Chief
                                                      Executive Officer of
                                                      First Columbia
                                                      Financial Corporation.




Lawrence H. Budner #@                                 Trust Consultant;
7608 Glen Albens Circle     Director                  prior to June 30,
Dallas, Texas                                         1987, Senior Vice
                                                      President and Senior
Age:  69                                              Trust Officer of
                                                      InterFirst Bank,
                                                      Dallas, Texas.

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years




Wendy L. Gramm, Ph.D**!                               Self-employed (since
4201 Yuma Street, N.W.      Director                  1993); Professor of
Washington, DC                                        Economics and Public
                                                      Administration,
Age: 55                                               University of Texas at
                                                      Arlington; formerly,
                                                      Chairman, Commodity
                                                      Futures Trading
                                                      Commission; Administra-
                                                      tor for Information
                                                      and Regulatory Affairs
                                                      at the Office of
                                                      Management and Budget,
                                                      Executive Director of
                                                      the Presidential Task
                                                      Force on Regulatory
                                                      Relief, and Director
                                                      of the Federal Trade
                                                      Commission's Bureau
                                                      of Economics.  Also,
                                                      Director of Chicago
                                                      Mercantile Exchange,
                                                      Enron Corporation,
                                                      IBP, Inc., State Farm
                                                      Insurance Company,
                                                      Independent Women's
                                                      Forum, International
                                                      Republic Institute,
                                                      and the Republican
                                                      Women's Federal
                                                      Forum.  Also, Member
                                                      of Board of Visitors,
                                                      College of Business
                                                      Administration,
                                                      University of Iowa,
                                                      and Member of Board of
                                                      Visitors, Center for
                                                      Study of Public
                                                      Choice, George Mason
                                                      University.

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Kenneth T. King +#@                                   Retired. Formerly,
4080 North Circulo          Director                  Chairman of the Board
     Manzanillo                                       of The Capitol Life
Tucson, Arizona                                       Insurance Company,
                                                      Providence Washington
Age:  74                                              Insurance Company and
                                                      Director of numerous
                                                      U.S. subsidiar ies
                                                      thereof; formerly,
                                                      Chairman of the Board
                                                      of The Providence
                                                      Capitol Companies in
                                                      the United Kingdom and
                                                      Guernsey; Chairman of
                                                      the Board of the
                                                      Symbion Corporation
                                                      until 1987.


John W. McIntyre +#@                                  Retired. Formerly,
7 Piedmont Center           Director                  Vice Chairman of the
Suite 100                                             Board of Directors of
Atlanta, Georgia                                      The Citizens and
                                                      Southern Corporation
Age: 69                                               and Chairman of the
                                                      Board and Chief Execu-
                                                      tive Officer of the
                                                      Citizens and Southern
                                                      Georgia Corp. and the
                                                      Citizens and Southern
                                                      National Bank; Trustee
                                                      of INVESCO Global
                                                      Health Sciences Fund,
                                                      Gables Residential
                                                      Trust, Employee's
                                                      Retirement System of
                                                      GA, Emory University,
                                                      and J.M. Tull
                                                      Charitable Foundation;
                                                      Director of Kaiser
                                                      Foundation Health
                                                      Plans of Georgia, Inc.

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Larry Soll, Ph.D.!**                                  Retired.  Formerly,
345 Poorman Road            Director                  Chairman of the Board
Boulder, Colorado                                     (1987 to 1994), Chief
                                                      Executive Officer
Age:  57                                              (1982 to 1989 and 1993
                                                      to 1994) and Presi-
                                                      dent (1982 to 1989) of
                                                      Synergen Inc.,
                                                      Director of Synergen
                                                      since incorporation
                                                      in 1982; Director of
                                                      Isis Pharmaceuticals,
                                                      Inc.; Trustee of
                                                      INVESCO Global Health
                                                      Sciences Fund.


Glen A. Payne                                         Senior Vice President,
7800 E. Union Avenue        Secretary                 General Counsel and
Denver, Colorado                                      Secretary of INVESCO
                                                      Funds Group, Inc.;
Age:  52                                              Senior Vice President,
                                                      Secretary and General
                                                      Counsel of INVESCO
                                                      Distributors, Inc.;
                                                      Secretary of INVESCO
                                                      Global Health Sciences
                                                      Fund;  formerly,
                                                      General Counsel of
                                                      INVESCO Trust Company
                                                      (1989 to 1998) and
                                                      employee of a U.S.
                                                      regulatory agency,
                                                      Washington, D.C. (1973
                                                      to  1989).

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Ronald L. Grooms                                      Senior Vice President,
7800 E. Union Avenue        Chief Accounting          Treasurer and Director
Denver, Colorado            Officer, Chief Finan      of INVESCO Funds
                            cial Officer and          Group, Inc.; Senior
Age:  53                    Trea surer                Vice President,
                                                      Treasurer and Direc-
                                                      tor of INVESCO
                                                      Distributors, Inc.;
                                                      Treasurer and
                                                      Principal Financial
                                                      and Accounting Officer
                                                      of INVESCO Global
                                                      Health Sciences Fund;
                                                      formerly, Senior Vice
                                                      President and
                                                      Treasurer of INVESCO
                                                      Trust Company (1988
                                                      to 1998).


William J. Galvin, Jr.                                Senior Vice President
7800 E. Union Avenue        Assistant Secretary       and Assistant
Denver, Colorado                                      Secretary of INVESCO
                                                      Funds Group, Inc.;
Age:  43                                              Senior Vice President
                                                      and Assistant
                                                      Secretary of INVESCO
                                                      Distributors, Inc.;
                                                      formerly, Trust
                                                      Officer of INVESCO
                                                      Trust Company (1995 to
                                                      1998).


Pamela J. Piro                                        Vice President and
7800 E. Union Avenue        Assistant Treasurer       Assistant Treasurer
Denver, Colorado                                      of INVESCO Funds
                                                      Group, Inc.; Assistant
Age:  39                                              Treasurer of  INVESCO
                                                      Distributors, Inc.;
                                                      formerly, Assistant
                                                      Vice President (1996
                                                      to 1997),
                                                      Director-Portfolio
                                                      Accounting (1994 to
                                                      1996), Portfolio
                                                      Accounting Manager
                                                      (1993 to 1993) and
                                                      Assistant Accounting
                                                      Manager (1990 to 1993).

<PAGE>

Name, Address, and Age      Position(s) Held          Principal Occupation(s)
                            With Fund                  During Past Five Years

Alan I. Watson                                        Vice President of
7800 E. Union Avenue        Assistant Secretary       INVESCO Funds Group,
Denver, Colorado                                      Inc.; formerly, Trust
                                                      Officer of INVESCO
Age:  58                                              Trust Company.


Judy P. Wiese                                         Vice President and
7800 E. Union Avenue        Assistant Secretary       Assistant Secretary
Denver, Colorado                                      of INVESCO Funds
                                                      Group, Inc.; Assistant
Age:  51                                              Secretary of INVESCO
                                                      Distributors, Inc.;
                                                      formerly, Trust
                                                      Officer of INVESCO
                                                      Trust Company.




# Member of the audit committee of the Company.

+ Member of the executive committee of the Company.  On occasion,  the executive
committee  acts upon the current and  ordinary  business of the Company  between
meetings of the board of  directors.  Except for  certain  powers  which,  under
applicable  law,  may only be  exercised  by the full  board of  directors,  the
executive  committee  may  exercise  all  powers and  authority  of the board of
directors in the  management  of the business of the Company.  All decisions are
subsequently submitted for ratification by the board of directors.

* These directors are "interested persons" of the Company as defined in the
  1940 Act.

** Member of the management liaison committee of the Company.

@  Member of the soft dollar brokerage committee of the Company.

!  Member of the derivatives committee of the Company.

The  following  table  shows  the  compensation  paid  by  the  Company  to  its
Independent  Directors for services rendered in their capacities as directors of
the  Company;  the  benefits  accrued as Company  expenses  with  respect to the
Defined Benefit  Deferred  Compensation  Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the fiscal year ended October 31, 1999.

<PAGE>

In  addition,  the table  sets forth the total  compensation  paid by all of the
INVESCO  Funds and  INVESCO  Global  Health  Sciences  Fund  (collectively,  the
"INVESCO  Complex") to these directors for services rendered in their capacities
as directors  during the year ended  December 31, 1999. As of December 31, 1999,
there were __ funds in the INVESCO Complex.



- -------------------------------------------------------------------------------
Name of         Aggregate          Benefits       Estimated         Total
Person and      Compensation       Accrued        Annual Benefits   Compensation
Position         From Company(1)   As Part of      Upon             From INVESCO
                                   Company        Retirement(3)     Complex Paid
                                   Expenses(2)                      To
                                                                    Directors(6)
- -------------------------------------------------------------------------------
Fred A.               $               $               $                $
Deering, Vice
Chairman of
the Board
- -------------------------------------------------------------------------------
Victor L.
Andrews
- -------------------------------------------------------------------------------
Bob R. Baker
- -------------------------------------------------------------------------------
Lawrence H.
Budner
- -------------------------------------------------------------------------------
Daniel D.
Chabris(4)
- -------------------------------------------------------------------------------
Wendy Gramm
- -------------------------------------------------------------------------------
Kenneth T. King
- -------------------------------------------------------------------------------
John W. McIntyre
- -------------------------------------------------------------------------------
Larry Soll
- -------------------------------------------------------------------------------
Total
- -------------------------------------------------------------------------------
% of Net Assets       %(5)              %(5)                               %(6)
- -------------------------------------------------------------------------------


(1) The vice  chairman of the board,  the chairmen of the Funds'  committees
who are Independent Directors,  and the members of the Funds' committees who are
Independent Directors,  each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Directors.

(2) Represents  estimated  benefits  accrued  with  respect  to the  Defined
Benefit  Deferred  Compensation  Plan  discussed  below,  and  not  compensation
deferred at the election of the directors.

(3) These amounts represent the Company's share of the estimated annual benefits
payable by the INVESCO Funds upon the directors'  retirement,  calculated  using
the current method of allocating director  compensation among the INVESCO Funds.
These estimated benefits assume retirement at age 72 and that the basic retainer
payable to the  directors  will be  adjusted  periodically  for  inflation,  for
increases  in the number of funds in the INVESCO  Funds,  and for other  reasons
during  the period in which  retirement  benefits  are  accrued on behalf of the

<PAGE>

respective directors. This results in lower estimated benefits for directors who
are closer to  retirement  and higher  estimated  benefits for directors who are
further from  retirement.  With the  exception of Drs.  Soll and Gramm,  each of
these  directors  has  served as a  director  of one or more of the funds in the
INVESCO  Funds for the  minimum  five-year  period  required  to be  eligible to
participate in the Defined  Benefit  Deferred  Compensation  Plan.  Although Mr.
McIntyre  became  eligible  to  participate  in  the  Defined  Benefit  Deferred
Compensation Plan as of November 1, 1998, he was not included in the calculation
of retirement benefits until November 1, 1999.

(4) Mr. Chabris retired as a director of the Company on September 30, 1998.

(5) Totals as a percentage of the Company's net assets as of October 31, 1999.

(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1999.

Messrs.  Brady and  Williamson,  as "interested  persons" of the Company and the
other INVESCO Funds, receive compensation as officers or employees of INVESCO or
its  affiliated  companies,  and do not  receive  any  director's  fees or other
compensation  from the Company or the other funds in the INVESCO Funds for their
service as directors.

The boards of directors of the mutual funds in the INVESCO  Funds have adopted a
Defined  Benefit  Deferred  Compensation  Plan (the "Plan") for the  Independent
Directors of the funds.  Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified  Director") is entitled to receive,
upon termination of service as a director (normally, at the retirement age of 72
or the  retirement  age of 73 or 74, if the  retirement  date is extended by the
boards for one or two years, but less than three years), continuation of payment
for one year (the "First Year Retirement  Benefit") of the annual basic retainer
and annualized board meeting fees payable by the funds to the Qualified Director
at the time of his/her  retirement  (the "Basic  Benefit").  Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of any director  whose  retirement has been extended by the board for
three years, a Qualified  Director shall receive quarterly payments at an annual
rate equal to 50% of the Basic  Benefit.  These  payments  will continue for the
remainder of the  Qualified  Director's  life or ten years,  whichever is longer
(the  "Reduced  Benefit  Payments").  If a  Qualified  Director  dies or becomes
disabled after age 72 and before age 74 while still a director of the funds, the
First Year  Retirement  Benefit and  Reduced  Benefit  Payments  will be made to
him/her or to his/her  beneficiary or estate.  If a Qualified  Director  becomes
disabled or dies either prior to age 72 or during  his/her 74th year while still
a director of the funds,  the director will not be entitled to receive the First
Year Retirement Benefit;  however,  the Reduced Benefit Payments will be made to
his/her  beneficiary or estate. The Plan is administered by a committee of three
directors  who are also  participants  in the Plan and one director who is not a
Plan participant. The cost of the Plan will be allocated among the INVESCO Funds
in a manner  determined to be fair and equitable by the  committee.  The Company
began making  payments  under the plan to Mr. Chabris as of October 1, 1998. The
Company has no stock options or other pension or retirement plans for management
or other personnel and pays no salary or compensation to any of its officers.  A
similar plan has been adopted by INVESCO Global Health  Sciences Fund's board of
trustees. All trustees of INVESCO Global Health Sciences Fund are also directors
of the INVESCO Funds.

<PAGE>

The Independent  Directors have contributed to the Plan,  pursuant to which they
have  deferred  receipt  of a  portion  of the  compensation  which  they  would
otherwise have been paid as directors of certain of the INVESCO  Funds.  Certain
of the deferred  amounts have been  invested in the shares of all INVESCO  Funds
except Funds offered by INVESCO Variable  Investment  Funds,  Inc., in which the
directors are legally precluded from investing.  Each Independent  Director may,
therefore, be deemed to have an indirect interest in shares of each such INVESCO
Fund,  in addition to any INVESCO Fund Shares the  Independent  Director may own
either directly or beneficially.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of  October  31,  1999,  the  following  persons  owned  more  than 5% of the
outstanding  shares of the Funds indicated below.  This level of share ownership
is considered to be a "principal shareholder" relationship with a Fund under the
1940 Act.  Shares  that are owned "of record" are held in the name of the person
indicated.  Shares that are owned  "beneficially"  are held in another name, but
the owner has the full economic benefit of ownership of those shares:

 Energy Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co. Inc.
Special Custody for the                   Record                   28.01%
Exclusive Benefit
of Customers
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------
Resources Trust Co Cust                   Record                   15.05%
for the Exclusive Benefit
of the Various
Customers of IMS
PO Box 3865
Englewood, CO 80155-3865
- -------------------------------------------------------------------------------
National Financial Services Corp.
The Exclusive Benefit                     Record                    7.70%
of Customers
One World Financial Center
Attn:  Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- -------------------------------------------------------------------------------

<PAGE>

 Financial Services Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record                    31.09%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------
National Financial Services Corp.         Record                    6.40%
The Exclusive Benefit
of Customers
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- -------------------------------------------------------------------------------



Gold Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record                    29.81%
Special Custody Acct
For The Exclusive
Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------



Health Sciences Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record              26.68%
Special Custody Acct
For The Exclusive
Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------

<PAGE>

- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
National Financial Services Corp.         Record              5.54%
The Exclusive Benefit of Customers
One World Financial Center
200 Liberty Street, 5th Floor

New York, NY 10281-5500
- -------------------------------------------------------------------------------



Leisure Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record                    25.70%
Special Custody Acct
For The Exclusive
Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------



Technology Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record              30.78%
Special Custody Acct
For The Exclusive
Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------

<PAGE>

Utilities Fund


- -------------------------------------------------------------------------------
      Name and Address            Basis of Ownership        Percentage Owned
                                  (Record/Beneficial)
===============================================================================
Charles Schwab & Co                       Record              35.61%
Special Custody Acct
For The Exclusive
Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------

As of November 1, 1999,  officers  and  directors  of the  Company,  as a group,
beneficially owned less than 1% of any Fund's outstanding shares.

DISTRIBUTOR

INVESCO Distributors, Inc. ("IDI"), a wholly owned subsidiary of INVESCO, is the
distributor of the Funds.  IDI receives no compensation  and bears all expenses,
including  the cost of  printing  and  distributing  prospectuses,  incident  to
marketing of the Funds'  shares,  except for such  distribution  expenses as are
paid out of Fund assets under the  Company's  Plans of  Distribution  which have
been adopted by each Fund pursuant to Rule 12b-1 under the 1940 Act.

INVESTOR  CLASS.  The Company has adopted a Plan and  Agreement of  Distribution
(the "Investor Class Plan") with respect to Investor Class shares which provides
that each Fund will make  monthly  payments to IDI computed at an annual rate no
greater than 0.25% of average net assets  attributable to Investor Class shares.
These payments  permit IDI, at its discretion,  to engage in certain  activities
and provide  services in connection with the  distribution of a Fund's shares to
investors.  Payments by the Fund under the Investor  Class Plan,  for any month,
may be made to compensate IDI for permissible activities engaged in and services
provided.

CLASS C. The  Company has adopted a Master  Distribution  Plan  pursuant to Rule
12b-1 under the 1940 Act relating to the Class C shares of the Funds (the "Class
C Plan").  Under the Class C Plan,  Class C shares of the Funds pay compensation
to IDI at an  annual  rate of 1.00% per annum of the  average  daily net  assets
attributable  to Class C shares for the purpose of financing any activity  which
is primarily  intended to result in the sale of Class C shares. The Class C Plan
is designed to compensate IDI, on a quarterly basis, for certain promotional and
other  sales-related  costs, and to implement a dealer  incentive  program which
provides  for  periodic  payments  to selected  dealers  who furnish  continuing
personal  shareholder  services to their  customers who purchase and own Class C
shares of a Fund. Payments can also be directed by IDI to selected  institutions
that have entered into service agreements with respect to Class C shares of each
Fund and that provide  continuing  personal  services to their customers who own
such Class C shares of a Fund. Service fees payable to selected institutions are
calculated  at the annual rate of 0.25% of the average  daily net asset value of
those  Fund  shares  that are held in such  institution's  customers'  accounts.

<PAGE>

Service  fees are  included  in the annual 1% fee paid  pursuant  to the Class C
Plan.  Activities  appropriate for financing under the Class C Plan include, but
are not limited to, the following:  printing of  prospectuses  and statements of
additional  information  and  reports  for  other  than  existing  shareholders;
overhead;  preparation  and  distribution  of  advertising  material  and  sales
literature;  expenses of organizing and conducting sales seminars;  supplemental
payments to dealers and other  institutions  as asset-based  sales charges or as
payments of service fees under shareholder  service  arrangements;  and costs of
administering the Class C Plan.

Of the aggregate amount payable under the Class C Plan,  payments to dealers and
other  financial  institutions  that  provide  continuing  personal  shareholder
services to their  customers  who purchase and own Class C shares of a Fund,  in
amounts of up to 0.25% of the average  daily net assets of the Class C shares of
the  Fund   attributable   to  the   customers  of  such  dealers  or  financial
institutions,  are characterized as a service fee. Payments to dealers and other
financial  institutions  in excess of such  amount and  payments to IDI would be
characterized  as an  asset-based  sales  charge  pursuant  to the Class C Plan.
Payments pursuant to the Class C Plan are subject to any applicable  limitations
imposed  by  rules of the  National  Association  of  Securities  Dealers,  Inc.
("NASD").  The Class C Plan  conforms to rules of the NASD by limiting  payments
made to dealers and other financial institutions who provide continuing personal
shareholder  services to their  customers who purchase and own Class C shares of
the Funds to no more than 0.25% per annum of the average daily net assets of the
Class C shares of the funds  attributable  to the  customers  of such dealers or
financial  institutions,  and by  imposing  a cap on the  total  sales  charges,
including asset-based sales charges, that may be paid by the Funds.

IDI may pay sales  commissions  to  dealers  and  institutions  who sell Class C
shares of the Funds at the time of such sales.  Payments with respect to Class C
shares will equal 1.00% of the purchase  price of the Class C shares sold by the
dealer or  institution,  and will consist of a sales  commission of 0.75% of the
purchase  price of Class C shares sold plus an advance of the first year service
fee of 0.25% with respect to such shares.  IDI will retain all payments received
by it relating to Class C shares for the first  thirteen  months  after they are
purchased.  The  portion  of  the  payments  to  IDI  under  the  Class  C  Plan
attributable  to Class C shares which  constitutes an  asset-based  sales charge
(0.75%) is intended in part to permit IDI to recoup a portion of on-going  sales
commissions  to dealers plus financing  costs,  if any. After the first thirteen
months,  IDI will make such payments quarterly to dealers and institutions based
on the  average  net asset  value of Class C shares  which are  attributable  to
shareholders  for whom the dealers and institutions are designated as dealers of
record.

A  significant   expenditure   under  the  Investor  Class  and  Class  C  Plans
(collectively,  the "Plans") is  compensation  paid to securities  companies and
other   financial   institutions   and   organizations,    which   may   include
INVESCO-affiliated  companies,  in order to obtain various  distribution-related
and/or administrative  services for the Funds. Each Fund is authorized by a Plan
to use its  assets  to  finance  the  payments  made to obtain  those  services.
Payments will be made by IDI to broker-dealers who sell shares of a Fund and may
be  made  to  banks,   savings  and  loan   associations  and  other  depository
institutions.  Although  the  Glass-Steagall  Act limits the  ability of certain
banks to act as  underwriters  of mutual fund  shares,  INVESCO does not believe
that these  limitations  would  affect  the  ability of such banks to enter into
arrangements with IDI, but can give no assurance in this regard. However, to the
extent it is determined  otherwise in the future,  arrangements with banks might

<PAGE>

have to be modified  or  terminated,  and,  in that case,  the size of the Funds
possibly  could  decrease to the extent  that the banks  would no longer  invest
customer  assets in the Funds.  Neither the Company nor its  investment  adviser
will give any preference to banks or other depository  institutions  which enter
into  such  arrangements  when  selecting  investments  to be  made  by a  Fund.
Financial institutions and any other person entitled to receive compensation for
selling Fund shares may receive different compensation for selling shares of one
particular class instead of another.

With respect to Energy,  Financial  Services,  Gold,  Health Sciences,  Leisure,
Technology and Utilities  Funds,  during the fiscal year ended October 31, 1999,
those  Funds made  payments  to IDI under the Plan in the  amounts  of  $______,
$________,  $________,  $________,  $_______,  $______ and $_______ for Energy -
Investor  Class,  Financial  Services - Investor  Class,  Gold - Investor Class,
Health Sciences - Investor Class, Leisure - Investor Class,  Technology Investor
Class and Utilities - Investor  Class Funds,  respectively.  In addition,  as of
October 31, 1999, $_______, $________, $________,  $_________, $_______, $______
and $_______ of additional distribution accruals had been incurred by the Energy
- - Investor Class,  Financial  Services - Investor Class,  Gold - Investor Class,
Health Sciences Investor Class, Leisure - Investor Class,  Technology - Investor
Class and Utilities Investor Class Funds, respectively,  and will be paid during
the fiscal year ended March 31,  2000.  Since the Funds'  Class C shares did not
commence  operations  until January __, 2000,  the Funds' Class C shares made no
payments to IDI under the Plans during the year ended October 31, 1999.  For the
fiscal year ended October 31, 1999, allocation of Rule 12b-1 amounts paid by the
Funds for the following categories of expenses were:

ENERGY FUND - INVESTOR CLASS

Advertising- $______;
Sales literature, printing, and postage--$________;
Direct mail--$__________;
Public relations/promotion--$________;
Compensation  to  securities  dealers  and other  organizations--$________;  and
Marketing personnel--$________.

FINANCIAL SERVICES FUND - INVESTOR CLASS

Advertising--$_________;
Sales literature, printing, and postage--$_______;
Direct mail--$________;
Public relations/promotion--$_________;
Compensation  to  securities  dealers  and  other  organizations--$_______;  and
Marketing personnel--$________.

<PAGE>

GOLD FUND - INVESTOR CLASS

Advertising--$_______;
Sales literature, printing, and postage--$_______;
Direct mail--$________;
Public relations/promotion--$________;
Compensation  to  securities  dealers  and  other  organizations--$_______;  and
Marketing personnel--$________.

HEALTH SCIENCES FUND - INVESTOR CLASS

Advertising--$________;
Sales literature, printing, and postage--$________;
Direct mail--$________;
Public relations/promotion--$_______;
Compensation  to  securities  dealers and other  organizations--$_________;  and
Marketing personnel--$_________.

LEISURE FUND - INVESTOR CLASS

Advertising--$________;
Sales literature, printing, and postage--$________;
Direct mail--$__________;
Public relations/promotion--$_________;
Compensation  to  securities  dealers and other  organizations--$_________;  and
Marketing personnel--$_________.

TECHNOLOGY FUND - INVESTOR CLASS

Advertising--$_________;
Sales literature, printing, and postage--$________;
Direct mail--$_________;
Public relations/promotion--$_________;
Compensation to securities dealers and other  organizations--$____________;  and
Marketing personnel--$_________.

UTILITIES FUND - INVESTOR CLASS

Advertising--$_______;
Sales literature, printing, and postage--$________;
Direct mail--$_________;
Public relations/promotion--$________;
Compensation  to  securities  dealers  and other  organizations--$________;  and
Marketing personnel--$_______.

<PAGE>

With  respect to Realty and  Telecommunications  Funds,  during the fiscal  year
ended  July 31,  1999,  the  Realty - Investor  Class and  Telecommunications  -
Investor  Class  Funds  made  payments  to IDI under the Plan in the  amounts of
$54,902 and $1,072,046,  respectively.  In addition, as of July 31, 1999, $4,089
and $226,264 of additional distribution accruals had been incurred by the Realty
- - Investor Class and  Telecommunications  - Investor Class Funds,  respectively,
and will be paid  during the fiscal year ended  March 31,  2000.  For the fiscal
year ended July 31, 1999, allocation of Rule 12b-1 amounts paid by the Funds for
the following categories of expenses were:

REALTY FUND - INVESTOR CLASS

Advertising- $18,175;
Sales literature, printing, and postage--$14,694;
Direct mail--$1,323;
Public relations/promotion--$2,252;
Compensation  to  securities  dealers  and  other  organizations--$10,881;   and
Marketing personnel--$7,578.

TELECOMMUNICATIONS FUND - INVESTOR CLASS

Advertising--$306,382;
Sales literature, printing, and postage--$145,991;
Direct mail--$41,844;
Public relations/promotion--$65,179;
Compensation  to  securities  dealers  and  other  organizations--$347,466;  and
Marketing personnel--$165,182.

The services  which are provided by securities  dealers and other  organizations
may vary by dealer but include,  among other things,  processing new shareholder
account applications, preparing and transmitting to the Company's Transfer Agent
computer-processable tapes of all Fund transactions by customers, serving as the
primary source of information to customers in answering questions concerning the
Funds, and assisting in other customer transactions with the Funds.

The Plans  provide that they shall  continue in effect with respect to each Fund
as long as such  continuance  is approved  at least  annually by the vote of the
board of  directors  of the Company  cast in person at a meeting  called for the
purpose of voting on such  continuance,  including the vote of a majority of the
Independent  Directors.  A Plan  can also be  terminated  at any time by a Fund,
without penalty, if a majority of the Independent Directors,  or shareholders of
the relevant class of shares of the Fund,  vote to terminate a Plan. The Company
may, in its absolute discretion,  suspend,  discontinue or limit the offering of
its shares at any time. In determining  whether any such action should be taken,
the board of  directors  intends to consider  all  relevant  factors  including,
without  limitation,  the size of a Fund,  the  investment  climate  for a Fund,
general market  conditions,  and the volume of sales and redemptions of a Fund's
shares.  The Plans may  continue in effect and payments may be made under a Plan
following any temporary suspension or limitation of the offering of Fund shares;
however,  the Company is not contractually  obligated to continue a Plan for any
particular  period of time.  Suspension of the offering of a Fund's shares would
not, of course, affect a shareholder's ability to redeem his or her shares.

<PAGE>

So long as the Plans are in effect,  the selection and  nomination of persons to
serve  as  Independent  Directors  of the  Company  shall  be  committed  to the
Independent  Directors  then  in  office  at  the  time  of  such  selection  or
nomination.  The Plans may not be  amended  to  increase  the amount of a Fund's
payments  under a Plan  without  approval  of the  shareholders  of that  Fund's
respective  class of  shares,  and all  material  amendments  to a Plan  must be
approved by the board of directors  of the Company,  including a majority of the
Independent  Directors.  Under the agreement  implementing  the Plans,  IDI or a
Fund,  the  latter by vote of a  majority  of the  Independent  Directors,  or a
majority of the holders of the  relevant  class of a Fund's  outstanding  voting
securities,  may terminate such agreement  without penalty upon 30 days' written
notice to the other party.  No further  payments  will be made by a Fund under a
Plan in the event of its termination.

To the extent that a Plan constitutes a plan of distribution adopted pursuant to
Rule  12b-1  under the 1940  Act,  it shall  remain in effect as such,  so as to
authorize  the use of Fund assets in the amounts and for the  purposes set forth
therein, notwithstanding the occurrence of an assignment, as defined by the 1940
Act, and rules thereunder. To the extent it constitutes an agreement pursuant to
a  plan,  a  Fund's   obligation  to  make  payments  to  IDI  shall   terminate
automatically,  in the event of such  "assignment."  In this  event,  a Fund may
continue  to make  payments  pursuant  to a Plan only upon the  approval  of new
arrangements  regarding  the use of the amounts  authorized to be paid by a Fund
under a Plan. Such new arrangements must be approved by the directors, including
a majority of the Independent  Directors,  by a vote cast in person at a meeting
called for such purpose.  These new arrangements might or might not be with IDI.
On a quarterly basis, the directors  review  information  about the distribution
services  that have been  provided to each Fund and the 12b-1 fees paid for such
services.  On an annual basis,  the directors  consider whether a Plan should be
continued  and, if so, whether any amendment to the Plan,  including  changes in
the amount of 12b-1 fees paid by each Fund, should be made.

The only Company  directors and interested  persons,  as that term is defined in
Section  2(a)(19)  of the 1940  Act,  who have a direct  or  indirect  financial
interest in the  operation of the Plans are the  officers  and  directors of the
Company who are also officers either of IDI or other  companies  affiliated with
IDI. The benefits which the Company  believes will be reasonably  likely to flow
to a Fund and its shareholders under the Plans include the following:

      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 Funds;

      o The sale of additional  shares reduces the likelihood that redemption of
      shares will require the  liquidation of securities of the Funds in amounts
      and at times that are disadvantageous for investment purposes; and

      o Increased  Fund assets may result in reducing each  investor's  share of
      certain expenses through economies of scale (e.g.,  exceeding  established
      breakpoints in an advisory fee schedule and allocating fixed expenses over
      a larger asset base), thereby partially offsetting the costs of a Plan.

<PAGE>

The positive effect which increased Fund assets will have on INVESCO's  revenues
could allow INVESCO and its affiliated companies:

      o To have greater resources to make the financial commitments necessary to
      improve the quality and level of the Funds' shareholder  services (in both
      systems and personnel);

      o To increase the number and type of mutual  funds  available to investors
      from  INVESCO and its  affiliated  companies  (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.

OTHER SERVICE PROVIDERS

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers   LLP,  950  Seventeenth  Street,   Suite  2500,  Denver,
Colorado,  are the  independent  accountants  of the  Company.  The  independent
accountants are responsible for auditing the financial statements of the Funds.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also  responsible  for, among other things,  receipt and delivery of each Fund's
investment  securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign  securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent  permitted by applicable  regulations,  in certain  foreign banks and
securities depositories.

TRANSFER AGENT

INVESCO,  7800 E. Union Avenue,  Denver,  Colorado,  is the  Company's  transfer
agent,  registrar,  and dividend disbursing agent.  Services provided by INVESCO
include the issuance,  cancellation and transfer of shares of the Funds, and the
maintenance of records regarding the ownership of such shares.

LEGAL COUNSEL

The firm of Kirkpatrick & Lockhart LLP, 1800  Massachusetts  Avenue,  N. W., 2nd
Floor,  Washington,  D.C., is legal  counsel for the Company.  The firm of Moye,
Giles,  O'Keefe,  Vermeire & Gorrell  LLP,  17th  Street,  Suite  2900,  Denver,
Colorado, acts as special counsel to the Company.

<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

As the investment  adviser to the Funds,  INVESCO places orders for the purchase
and sale of  securities  with  broker-dealers  based upon an  evaluation  of the
financial   responsibility  of  the   broker-dealers  and  the  ability  of  the
broker-dealers to effect transactions at the best available prices.

While INVESCO seeks reasonably  competitive  commission  rates, the Funds do not
necessarily pay the lowest commission or spread available.  INVESCO is permitted
to, and does, consider qualitative factors in addition to price in the selection
of brokers.  Among other  things,  INVESCO  considers  the quality of executions
obtained  on a Fund's  portfolio  transactions,  viewed  in terms of the size of
transactions,  prevailing market  conditions in the security  purchased or sold,
and general  economic and market  conditions.  INVESCO has found that a broker's
consistent ability to execute transactions is at least as important as the price
the broker charges for those services.

In seeking to ensure that the  commissions  charged a Fund are  consistent  with
prevailing and  reasonable  commissions,  INVESCO  monitors  brokerage  industry
practices and commissions charged by broker-dealers on transactions effected for
other institutional investors like the Funds.

Consistent  with the  standard  of  seeking  to obtain  favorable  execution  on
portfolio  transactions,  INVESCO  may  select  brokers  that  provide  research
services to INVESCO and the Company,  as well as other INVESCO  mutual funds and
other accounts managed by INVESCO.  Research  services  include  statistical and
analytical  reports  relating to issuers,  industries,  securities  and economic
factors and  trends,  which may be of  assistance  or value to INVESCO in making
informed  investment  decisions.  Research  services  prepared and  furnished by
brokers  through  which a Fund effects  securities  transactions  may be used by
INVESCO in servicing all of their accounts and not all such services may be used
by INVESCO in connection  with a particular  Fund.  Conversely,  a Fund receives
benefits  of  research  acquired  through the  brokerage  transactions  of other
clients of INVESCO.

In order to obtain reliable trade execution and research  services,  INVESCO may
utilize brokers that charge higher  commissions  than other brokers would charge
for the same transaction.  This practice is known as "paying up." However,  even
when paying up, INVESCO is obligated to obtain  favorable  execution of a Fund's
transactions.

Portfolio   transactions  also  may  be  effected  through  broker-dealers  that
recommend the Funds to their clients,  or that act as agent in the purchase of a
Fund's shares for their  clients.  When a number of  broker-dealers  can provide
comparable  best price and  execution on a particular  transaction,  INVESCO may
consider  the sale of a Fund's  shares by a  broker-dealer  in  selecting  among
qualified broker-dealers.

Certain of the INVESCO Funds utilize fund  brokerage  commissions to pay custody
fees for each  respective  fund.  This program  requires that the  participating
funds receive favorable execution.

The aggregate  dollar amount of brokerage  commissions paid by each Fund for the
periods outlined below were:

<PAGE>

Energy Fund
October 31, 1999                                $___________
October 31, 1998                                 2,480,249
October 31, 1997                                 2,930,676



Financial Services Fund
October 31, 1999                                $___________
October 31, 1998                                 2,803,446
October 31, 1997                                 2,984,942



Gold Fund
October 31, 1999                                $___________
October 31, 1998                                 1,415,900
October 31, 1997                                 2,041,911



Health Sciences Fund
October 31, 1999                                $___________
October 31, 1998                                 2,344,485
October 31, 1997                                 3,867,011



Leisure Fund
October 31, 1999                                $___________
October 31, 1998                                   671,367
October 31, 1997                                   678,711



Realty Fund
July 31, 1999                                   $  545,584
July 31, 1998                                      315,807
July 31, 1997(a)                                   182,397



Technology Fund
October 31, 1999                                $___________
October 31, 1998                                 6,480,241
October 31, 1997                                 6,214,757



Telecommunications Fund
July 31, 1999                                   $2,429,429
July 31, 1998                                    1,506,116
July 31, 1997                                      397,609



Utilities Fund
October 31, 1999                                $___________
October 31, 1998                                   456,621
October 31, 1997                                   481,479

<PAGE>

(a) For the period January 2, 1997, commencement of operations, through July 31,
1997.


With respect to Energy,  Financial  Services,  Gold,  Health Sciences,  Leisure,
Technology  and  Utilities  Funds,  for the fiscal year ended  October 31, 1999,
brokers  providing  research  services  received  $_________ in  commissions  on
portfolio  transactions  effected for the Funds.  The aggregate dollar amount of
such portfolio  transactions was $__________.  Commissions  totaling  $_________
were allocated to certain brokers in recognition of their sales of shares of the
Funds on portfolio  transactions  of the Funds  effected  during the fiscal year
ended October 31, 1999.

With respect to Realty and  Telecommunications  Funds, for the fiscal year ended
July 31, 1999,  brokers  providing  research  services  received  $1,243,263  in
commissions  on portfolio  transactions  effected for the Funds.  The  aggregate
dollar  amount of such  portfolio  transactions  was  $800,734,758.  Commissions
totaling $0 were  allocated to certain  brokers in recognition of their sales of
shares of the Funds on portfolio  transactions  of the Funds effected during the
fiscal year ended July 31, 1999.

At October 31, 1999, Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities  Funds held debt securities of their regular brokers or
dealers, or their parents, as follows:



- ---------------------------------------------------------------------
         Fund             Broker or Dealer     Value of Securities at
                                               October 31, 1999
- ---------------------------------------------------------------------
Energy
- ---------------------------------------------------------------------
Financial Services
- ---------------------------------------------------------------------
Gold
- ---------------------------------------------------------------------
Health Sciences
- ---------------------------------------------------------------------
Leisure
- ---------------------------------------------------------------------
Technology
- ---------------------------------------------------------------------
Utilities
- ---------------------------------------------------------------------

At July 31, 1999,  Realty and  Telecommunications  Funds held debt securities of
their regular brokers or dealers, or their parents, as follows:

<PAGE>

- ---------------------------------------------------------------------
           Fund           Broker or Dealer     Value of Securities at
                                               October 31, 1999
- ---------------------------------------------------------------------
Realty                 State Street Bank and   $  839,000
                       Trust Company
- ---------------------------------------------------------------------
Telecommunications     American Express        $40,000,000
                       Credit Corporation
- ---------------------------------------------------------------------
                       Ford Motor Credit        40,000,000
                       Company
- ---------------------------------------------------------------------
                       State Street Bank and    19,540,000
                       Trust Company
- ---------------------------------------------------------------------

Neither INVESCO nor any affiliate of INVESCO receives any brokerage  commissions
on  portfolio  transactions  effected  on behalf of the  Funds,  and there is no
affiliation  between INVESCO or any person  affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.

CAPITAL STOCK

The Company is authorized to issue up to one billion shares of common stock with
a par value of $0.01 per share. As of October 31, 1999, the following  shares of
each Fund were outstanding:

      Energy Fund  - Investor Class                         14,234,939
      Energy Fund - Class C                                          0
      Financial Services Fund - Investor Class              42,126,676
      Financial Services Fund - Class C                              0
      Gold Fund - Investor Class                            54,651,494
      Gold Fund - Class C                                            0
      Health Sciences Fund - Investor Class                 26,973,130
      Health Sciences Fund - Class C                                 0
      Leisure Fund - Inverstor Class                        10,209,402
      Leisure Fund - Class C                                         0
      Realty Fund - Investor Class                           2,662,754
      Realty Fund - Class C                                          0
      Technology Fund - Institutional Class                 16,254,144
      Technology Fund - Investor Class                      35,581,742
      Technology Fund - Class C                                      0
      Telecommunications Fund - Investor Class              36,514,642
      Telecommunications Fund - Class C                              0
      Utilities Fund - Investor Class                       12,646,270
      Utilities Fund - Class C                                       0

<PAGE>

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

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

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

Directors  may  be  removed  by  action  of the  holders  of a  majority  of the
outstanding  shares  of the  Company.  The Funds  will  assist  shareholders  in
communicating with other shareholders as required by the 1940 Act.

Fund shares have noncumulative  voting rights, which means that the holders of a
majority of the shares of the Company  voting for the  election of  directors of
the  Company  can elect 100% of the  directors  if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any  person  or  persons  to the  board of  directors.
Directors  may  be  removed  by  action  of the  holders  of a  majority  of the
outstanding shares of the Company.

TAX CONSEQUENCES OF OWNING SHARES OF A FUND

Each Fund intends to continue to conduct its business and satisfy the applicable
diversification  of assets,  distribution  and source of income  requirements to
qualify as a regulated  investment  company  under  Subchapter M of the Internal
Revenue Code of 1986, as amended.  Each Fund qualified as a regulated investment
company,  and intends to continue to qualify  during its current fiscal year. It
is the policy of each Fund to distribute all investment  company  taxable income
and net capital gains.  As a result of this policy and the Funds'  qualification
as regulated investment companies, it is anticipated that none of the Funds will
pay  federal  income or excise  taxes and that all of the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes.  Therefore,
any taxes that a Fund would  ordinarily  owe are paid by its  shareholders  on a

<PAGE>

pro-rata basis.  If a Fund does not distribute all of its net investment  income
or net  capital  gains,  it will be subject  to income  and excise  taxes on the
amount  that is not  distributed.  If a Fund  does not  qualify  as a  regulated
investment company, it will be subject to income and excise corporate tax on its
net investment income and net capital gains at the corporate tax rates.

Dividends paid by a Fund from net investment  income as well as distributions of
net  realized  short-term  capital  gains and net  realized  gains from  certain
foreign  currency  transactions  are taxable for federal  income tax purposes as
ordinary income to shareholders.  After the end of each calendar year, the Funds
send  shareholders  information  regarding the amount and character of dividends
paid   in   the   year,    including    the    dividends    eligible   for   the
dividends-received-deduction  for  corporations.   Dividends  eligible  for  the
dividends-received-deduction   will  be  limited  to  the  aggregate  amount  of
qualifying dividends that a Fund derives from its portfolio investments.

A Fund  realizes a capital  gain or loss when it sells a portfolio  security for
more or less  than it paid for that  security.  Capital  gains  and  losses  are
divided into  short-term and long-term,  depending on how long the Fund held the
security  which gave rise to the gain or loss. If the security was held one year
or less, the gain or loss is considered short-term, while holding a security for
more  than one year will  generate  a  long-term  gain or loss.  A capital  gain
distribution  consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest  as  ordinary  income and are paid to  shareholders  as  dividends,  as
discussed  above.  If total  long-term  gains on sales exceed  total  short-term
losses,  including any losses carried  forward from previous  years, a Fund will
have a net capital gain.  Distributions  by a Fund of net capital gains are, for
federal income tax purposes,  taxable to the shareholder as a long-term  capital
gain  regardless  of how long a  shareholder  has held shares of the  particular
Fund. Such distributions are not eligible for the  dividends-received-deduction.
After the end of each calendar year, the Funds send  information to shareholders
regarding the amount and character of distributions paid during the year.

All dividends and other  distributions  are taxable  income to the  shareholder,
whether or not such  dividends and  distributions  are  reinvested in additional
shares or paid in cash.  If the net  asset  value of a Fund's  shares  should be
reduced  below  a  shareholder's  cost  as  a  result  of a  distribution,  such
distribution  would be taxable to the shareholder  although a portion would be a
return of invested  capital.  The net asset  value of shares of a Fund  reflects
accrued net investment  income and  undistributed  realized  capital and foreign
currency gains;  therefore,  when a distribution is made, the net asset value is
reduced by the  amount of the  distribution.  If shares of a Fund are  purchased
shortly  before a  distribution,  the full price for the shares will be paid and
some portion of the price may then be returned to the  shareholder  as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution,  which would reduce any gain (or increase any
loss) for tax purposes on any subsequent redemption of shares.

If it invests in foreign securities, a Fund may be subject to the withholding of
foreign  taxes on  dividends  or interest  it  receives  on foreign  securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to  shareholders  for use by them as a foreign tax credit or  deduction.
Tax conventions  between  certain  countries and the United States may reduce or
eliminate such taxes.

<PAGE>

A Fund  may  invest  in the  stock of  "passive  foreign  investment  companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of the
following  tests:  (1) at least 75% of its gross  income  is  passive  or (2) an
average  value  of at  least  50% of its  assets  produce,  or are  held for the
production of, passive income. Each Fund intends to  "mark-to-market"  its stock
in any PFIC. In this context,  "marking-to-market"  means  including in ordinary
income for each taxable year the excess, if any, of the fair market value of the
PFIC stock over the Fund's adjusted basis in the PFIC stock as of the end of the
year.  In certain  circumstances,  a Fund will also be  allowed  to deduct  from
ordinary income the excess, if any, of its adjusted basis in PFIC stock over the
fair  market  value of the PFIC stock as of the end of the year.  The  deduction
will only be allowed to the extent of any PFIC  mark-to-market  gains recognized
as ordinary  income in prior  years.  A Fund's  adjusted  tax basis in each PFIC
stock for which it makes this election will be adjusted to reflect the amount of
income included or deduction taken under the election.

Gains or losses (1) from the  disposition  of foreign  currencies,  (2) from the
disposition  of debt  securities  denominated  in  foreign  currencies  that are
attributable to fluctuations  in the value of the foreign  currency  between the
date of acquisition of each security and the date of  disposition,  and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues  interest,  dividends or other  receivables or accrues  expenses or
other  liabilities  denominated  in a  foreign  currency  and the  time the Fund
actually  collects the  receivables or pays the  liabilities,  generally will be
treated  as  ordinary  income or loss.  These  gains or losses may  increase  or
decrease  the  amount  of a  Fund's  investment  company  taxable  income  to be
distributed to its shareholders.

INVESCO may provide Fund  shareholders  with information  concerning the average
cost basis of their shares in order to help them prepare their tax returns. This
information  is  intended  as a  convenience  to  shareholders,  and will not be
reported to the Internal Revenue Service (the "IRS"). The IRS permits the use of
several  methods to  determine  the cost basis of mutual fund  shares.  The cost
basis information provided by INVESCO will be computed using the single-category
average  cost  method,  although  neither  INVESCO nor the Funds  recommend  any
particular  method of  determining  cost  basis.  Other  methods  may  result in
different tax  consequences.  If you have reported gains or losses for a Fund in
past years,  you must  continue to use the method  previously  used,  unless you
apply to the IRS for permission to change methods.

If you sell Fund  shares at a loss  after  holding  them for six months or less,
your loss will be treated as long-term  (instead of short-term)  capital loss to
the extent of any capital gain distributions that you may have received on those
shares.

Each Fund will be  subject  to a  nondeductible  4% excise  tax to the extent it
fails to  distribute by the end of any calendar  year  substantially  all of its
ordinary  income for that year and its net capital gain for the one-year  period
ending on October 31 of that year, plus certain other amounts.

You should  consult  your own tax adviser  regarding  specific  questions  as to
federal,  state and local taxes.  Dividends and capital gain  distributions will
generally be subject to  applicable  state and local taxes.  Qualification  as a
regulated  investment  company  under  the  Internal  Revenue  Code of 1986,  as
amended,  for income tax  purposes  does not entail  government  supervision  of
management or investment policies.

<PAGE>

PERFORMANCE

To keep shareholders and potential investors informed, INVESCO will occasionally
advertise  the Funds' total  return for one-,  five-,  and ten-year  periods (or
since  inception).  Total  return  figures  show the rate of return on a $10,000
investment in a Fund,  assuming  reinvestment  of all dividends and capital gain
distributions for the periods cited.

Cumulative total return shows the actual rate of return on an investment for the
period  cited;  average  annual  total  return  represents  the  average  annual
percentage  change in the value of an  investment.  Both  cumulative and average
annual total returns tend to "smooth out"  fluctuations  in a Fund's  investment
results, because they do not show the interim variations in performance over the
periods  cited.   More  information  about  the  Funds'  recent  and  historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the  telephone  number or
address on the back cover of the Funds' Prospectuses.

When we quote mutual fund  rankings  published by Lipper Inc.,  we may compare a
Fund to others in its appropriate  Lipper  category,  as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers.   Other  independent   financial  media  also  produce   performance-  or
service-related comparisons, which you may see in our promotional materials.

Performance  figures are based on  historical  earnings  and are not intended to
suggest future performance.

With respect to Energy,  Financial  Services,  Gold,  Health Sciences,  Leisure,
Technology and Utilities Funds,  average annual total return performance for the
one-, five-, and ten-year periods ended October 31, 1999 was:

                                                                 10 Year or
Name of Fund                                1 Year     5 Year    Since Inception
- ------------                                ------     ------    ---------------


Energy Fund - Investor Class                _____%      _____%            _____%
Financial Services Fund - Investor Class    _____%      _____%            _____%
Gold Fund - Investor Class                  _____%      _____%            _____%
Health Sciences Fund - Investor Class       _____%      _____%            _____%
Leisure Fund - Investor Class               _____%      _____%            _____%
Technology Fund - Institutional Class       _____%      _____%            _____%
Technology Fund - Investor Class            _____%      _____%            _____%
Utilities Fund - Investor Class             _____%      _____%            _____%


With respect to Realty and Telecommunications Funds, average annual total return
performance for the one-, five-, and ten-year periods ended July 31, 1999 was:

<PAGE>

                                                                 10 Year or
Name of Fund                                1 Year     5 Year    Since Inception
- ------------                                ------     ------    ---------------

Realty Fund - Investor Class                -13.29%       N/A          -3.59%(a)
Telecommunications Fund - Investor Class     65.52%     33.89%         33.89%(b)

(a) The Fund  commenced  operations on January 2, 1997.
(b) The Fund  commenced operations on August 1, 1994.

Average annual total return  performance is not provided for each Fund's Class C
shares since they did not commence  operations  until January __, 2000.  Average
annual total return  performance for each of the periods  indicated was computed
by finding the average annual  compounded  rates of return that would equate the
initial  amount  invested  to the  ending  redeemable  value,  according  to the
following formula:

                                 P(1 + T)n = ERV

where:      P = a hypothetical initial payment of $10,000
            T = average annual total return
            n = number of years
            ERV = ending redeemable value of initial payment

The average annual total return performance  figures shown above were determined
by solving the above formula for "T" for each time period indicated.

In  conjunction  with  performance  reports,  comparative  data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates  of  deposit,   may  be  provided  to  prospective   investors  and
shareholders.

In conjunction with performance reports and/or analyses of shareholder  services
for a Fund,  comparative data between that Fund's performance for a given period
and  recognized  indices  of  investment  results  for the same  period,  and/or
assessments  of  the  quality  of  shareholder   service,  may  be  provided  to
shareholders. Such indices include indices provided by Dow Jones & Company, S&P,
Lipper  Inc.,  Lehman  Brothers,  National  Association  of  Securities  Dealers
Automated Quotations,  Frank Russell Company,  Value Line Investment Survey, the
American  Stock  Exchange,   Morgan  Stanley  Capital  International,   Wilshire
Associates, the Financial Times Stock Exchange, the New York Stock Exchange, the
Nikkei Stock Average and Deutcher Aktienindex, all of which are unmanaged market
indicators.  In addition,  rankings,  ratings,  and  comparisons  of  investment
performance  and/or  assessments of the quality of  shareholder  service made by
independent  sources  may  be  used  in  advertisements,   sales  literature  or
shareholder  reports,  including reprints of, or selections from,  editorials or
articles  about  the  Fund.  These  sources  utilize  information  compiled  (i)
internally;  (ii) by  Lipper  Inc.;  or  (iii) by  other  recognized  analytical
services. The Lipper Inc. mutual fund rankings and comparisons which may be used
by the Fund in  performance  reports  will be drawn  from the  following  Lipper
Categories mutual fund grouping,  in addition to the broad-based  Lipper general
fund groupings.




                                    Lipper Mutual
            Fund                    Fund Category
            ----                    -------------


            Energy                  Natural Resources
            Financial Services      Financial Services
            Gold                    Gold Oriented
            Health Sciences         Health/Biotechnology
            Leisure                 Specialty/Miscellaneous
            Realty                  Real Estate Funds
            Technology              Science and Technology
            Telecommunications      Global Funds
            Utilities               Utility

<PAGE>

Sources for Fund  performance  information and articles about the Funds include,
but are not limited to, the following:

      AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
      BANXQUOTE
      BARRON'S
      BUSINESS WEEK
      CDA INVESTMENT TECHNOLOGIES
      CNBC
      CNN
      CONSUMER DIGEST
      FINANCIAL TIMES
      FINANCIAL WORLD
      FORBES
      FORTUNE
      IBBOTSON ASSOCIATES, INC.
      INSTITUTIONAL INVESTOR
      INVESTMENT COMPANY DATA, INC.
      INVESTOR'S BUSINESS DAILY
      KIPLINGER'S PERSONAL FINANCE
      LIPPER, INC.'S MUTUAL FUND PERFORMANCE ANALYSIS
      MONEY
      MORNINGSTAR
      MUTUAL FUND FORECASTER
      NO-LOAD ANALYST
      NO-LOAD FUND X
      PERSONAL INVESTOR
      SMART MONEY
      THE NEW YORK TIMES
      THE NO-LOAD FUND INVESTOR
      U.S. NEWS AND WORLD REPORT
      UNITED MUTUAL FUND SELECTOR
      USA TODAY
      THE WALL STREET JOURNAL
      WIESENBERGER INVESTMENT COMPANIES SERVICES
      WORKING WOMAN
      WORTH



Financial Statements

The  financial  statements  for the Energy,  Financial  Services,  Gold,  Health
Sciences,  Leisure,  Technology  and  Utilities  Funds for the fiscal year ended
October 31, 1998, are  incorporated  herein by reference from INVESCO  Strategic
Funds,  Inc.'s  (now known as  INVESCO  Sector  Funds,  Inc.)  Annual  Report to
Shareholders dated October 31, 1998. The financial statements for the Realty and
Telecommunications   Funds  for  the  fiscal  year  ended  July  31,  1999,  are
incorporated  herein by reference from INVESCO  Specialty  Funds,  Inc.'s Annual
Report to Shareholders dated July 31, 1999.

<PAGE>

APPENDIX A

BOND RATINGS

The following is a description of Moody's and S&P's bond ratings:

Moody's Corporate Bond Ratings

Aaa - Bonds  rated Aaa are  judged  to be of the best  quality.  They  carry the
smallest   degree  of  investment   risk  and  are  generally   referred  to  as
"gilt-edged."  Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure.  While the various  protective  elements
are likely to change,  such changes as can be  visualized  are most  unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards.  Together
with the Aaa group,  they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because  margins of protection  may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater  amplitude or there may be other  elements  present  which make the long
term risk appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable  investment  attributes,  and are to be
considered  as upper  medium  grade  obligations.  Factors  giving  security  to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly  protected nor poorly  secured.  Interest  payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well  assured.  Often the  protection of interest and principal
payments may be very moderate and thereby not well safeguarded  during both good
and bad times over the future.  Uncertainty of position  characterizes  bonds in
this class.

B - Bonds rated B generally lack  characteristics  of the desirable  investment.
Assurance of interest and principal  payments or  maintenance  of other terms of
the contract over any longer period of time may be small.

Caa - Bonds rated Caa are of poor standing.  Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

<PAGE>

S&P Corporate Bond Ratings

AAA - This is the  highest  rating  assigned  by  Standard  &  Poor's  to a debt
obligation  and  indicates an extremely  strong  capacity to pay  principal  and
interest.

AA - Bonds rated AA also qualify as high-quality debt  obligations.  Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are  somewhat  more  susceptible  to the  adverse  effects  of  changes  in
circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds  rated BBB are  regarded  as having an  adequate  capability  to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds  rated BB have less  near-term  vulnerability  to default  than other
speculative issues.  However,  they face major ongoing uncertainties or exposure
to adverse  business,  financial,  or  economic  conditions  which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable  business,  financial,  and economic  conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.


<PAGE>
                                 PART C. OTHER INFORMATION

ITEM 23.    EXHIBITS

               (a)Articles of Restatement of the Articles of Incorporation filed
               November 24, 1989.(1)

                  (1)  Articles   Supplementary   to  the  Fund's   Articles  of
                  Incorporation filed December 26, 1990.(1)

                  (2) Articles of  Amendment  of the  Articles of  Incorporation
                  filed December 2, 1994.(1)

                  (3) Articles of  Amendment  of the  Articles of  Incorporation
                  filed October 29, 1998.(3)

                  (4) Articles  Supplementary to Articles of Incorporation filed
                  December 29, 1998.(3)

                  (5) Articles  Supplementary to Articles of Incorporation filed
                  December 29, 1998.(4)

               (b) Bylaws as of July 21, 1993.(1)

               (c) Not applicable.

               (d)(1)Investment Advisory Agreement dated February 28, 1997.(2)

               (e) General Distribution Agreement dated February 28, 1997.(2)

               (f)(1) Amended Defined Benefit Deferred Compensation Plan for
                   Non-Interested Directors and Trustees.(4)

               (g)  Custody Agreement between Registrant and State Street Bank
               and Trust Company dated 1993.(2)

                  (1) Amendment to Custody Agreement dated October 25, 1995.(2)

                  (2) Data Access Services Addendum.(2)

               (h)(1) Transfer Agency Agreement dated February 28, 1997.(2)

                  (2)Administrative  Services  Agreement between  the  Fund and
                  INVESCO Funds Group, Inc. dated February 28, 1997.(2)

               (i) Opinion  and  consent of counsel as to the  legality  of the
               securities being registered,  indicating  whether they will, when
               sold, be legally issued, fully paid and non-assessable.2

               (j) Consent of Independent Accountants.

<PAGE>

               (k) Not applicable.

               (l) Not applicable.

               (m)(1) Plan and Agreement of Distribution dated November 1, 1997
                  adopted pursuant to Rule 12b-1 under the Investment Company
                  Act of 1940.(2)

                  (2) Amended Plan and Agreement of Distribution  dated December
                  1, 1997.(2)

               (n) Not applicable.

               (o)(1)Plan  Pursuant to Rule 18f-3 under the  Investment  Company
                  Act of 1940 by the Company with respect to INVESCO  Technology
                  Fund adopted by the Board of Directors October 11, 1998.3

                  (2)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Energy Fund  adopted by the Board of  Directors  January  __,
                  2000.

                  (3)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Financial  Services  Fund  adopted  by the Board of  Directors
                  January __, 2000.

                  (4)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Gold Fund adopted by the Board of Directors January __, 2000.

                  (5)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Health  Sciences  Fund  adopted  by  the  Board  of  Directors
                  January __, 2000.

                  (6)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Leisure Fund  adopted by the Board of  Directors  January __,
                  2000.

                  (7)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Realty Fund  adopted by the Board of  Directors  January  __,
                  2000.

                  (8)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Telecommunications  Fund  adopted  by the  Board of  Directors
                  January __, 2000.

                  (9)Form  of  Plan  Pursuant  to  Rule  18f-3  under  the
                  Investment  Company Act of 1940 by the Company with respect to
                  Utilities Fund adopted by the Board of Directors  January __,
                  2000.

<PAGE>

(1)Previously filed with Post-Effective Amendment No. 20 to the Registration
Statement on December 30, 1996, and incorporated by reference herein.

(2)Previously filed with Post-Effective Amendment No. 21 to the Registration
Statement on December 24, 1997 and incorporated by reference herein.

(3)Previously filed with Post-Effective Amendment No. 22 to the Registration
Statement on December 30, 1998 and incorporated by reference herein.

(4)Previously filed with Post-Effective Amendment No. 24 to the Registration
Statement on March 1, 1999 and incorporated by reference herein.

ITEM 24.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH INVESCO SECTOR
            FUNDS, INC. (THE "COMPANY")

No person is presently controlled by or under common control with the Company.

ITEM 25.    INDEMNIFICATION

Indemnification provisions for officers,  directors and employees of the Company
are set forth in Article X of the Amended Bylaws and Article  Seventh (3) of the
Articles  of  Restatement  of the  Articles  of  Incorporation,  and are  hereby
incorporated  by  reference.  See  Item  24(b)(1)  and (2)  above.  Under  these
Articles,  directors  and officers  will be  indemnified  to the fullest  extent
permitted to directors by the Maryland General  Corporation Law, subject only to
such  limitations as may be required by the  Investment  Company Act of 1940, as
amended,  and the rules  thereunder.  Under the Investment  Company Act of 1940,
directors and officers of the Company cannot be protected  against  liability to
the Fund or its  shareholders  to which they would be subject because of willful
misfeasance,  bad faith, gross negligence or reckless disregard of the duties of
their office. The Company also maintains  liability  insurance policies covering
its directors and officers.

ITEM 26.    BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "The Fund and Its Management" in the Fund's  Prospectus and in the Statement
of  Additional  Information  for  information  regarding  the  business  of  the
investment adviser, INVESCO.

Following are the names and principal  occupations  of each director and officer
of the investment adviser, INVESCO. Certain of these persons hold positions with
IDI, a subsidiary of INVESCO.


- --------------------------------------------------------------------------------
Name                          Position  with      Principal Occupation and
                                 Adviser             Company Affiliation
- --------------------------------------------------------------------------------
Mark H. Williamson            Chairman,           President & Chief Executive
                              Director and        Officer
                              Officer             INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

Raymond R. Cunningham         Officer             Senior Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
William J. Galvin, Jr.        Officer             Senior Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

Ronald L. Grooms              Officer &           Senior Vice President
                              Director            & Treasurer
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Richard W. Healey             Officer &           Senior Vice President
                              Director            INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
William R. Keithler           Officer             Senior Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Charles P. Mayer              Officer &           Senior Vice President
                              Director            INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Timothy J. Miller             Officer &           Senior Vice President
                              Director            INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Donovan J. (Jerry) Paul       Officer             Senior Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Glen A. Payne                 Officer             Senior Vice President,
                                                  Secretary & General Counsel
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
John R. Schroer, II           Officer             Senior Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Marie E. Aro                  Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Ingeborg S. Cosby             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Stacie Cowell                 Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Dawn Daggy-Mangerson          Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Elroy E. Frye, Jr.            Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Linda J. Gieger               Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Mark D. Greenberg             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Brian B. Hayward              Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Richard R. Hinderlie          Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas M. Hurley              Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Patricia F. Johnston          Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

Campbell C. Judge             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Peter M. Lovell               Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
James F. Lummanick            Officer             Vice President & Assistant
                                                  General Counsel
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas A. Mantone, Jr.        Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Trent E. May                  Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

Corey M. McClintock           Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Douglas J. McEldowney         Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer    Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Stephen A.  Moran             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Jeffrey G. Morris             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Laura M. Parsons              Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Jon B. Pauley                 Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Pamela J. Piro                Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

Anthony R. Rogers             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Gary L. Rulh                  Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

James B. Sandidge             Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
John S. Segner                Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Terri B. Smith                Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

Tane T. Tyler                 Officer             Vice President & Assistant
                                                  General Counsel
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Thomas R. Wald                Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Alan I. Watson                Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Judy P. Wiese                 Officer             Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237

- --------------------------------------------------------------------------------
Thomas H. Scanlan             Officer             Regional Vice President
                                                  INVESCO Funds Group, Inc.
                                                  12028 Edgepark Court
                                                  Potomac, MD 20854
- --------------------------------------------------------------------------------
Reagan A. Shopp               Officer             Regional Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Michael D. Legoski            Officer             Assistant Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Donald R. Paddack             Officer             Assistant Vice President
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Kent T. Schmeckpeper          Officer             Assistant Vice President
                                                  Account Relationship Manager
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------
Jeraldine E. Kraus            Officer             Assistant Secretary
                                                  INVESCO Funds Group, Inc.
                                                  7800 East Union Avenue
                                                  Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

ITEM 27.    (A)   PRINCIPAL UNDERWRITERS

                  INVESCO Bond Funds, Inc.
                  INVESCO Combination Stock & Bond Funds, Inc.
                  INVESCO International Funds, Inc.
                  INVESCO Money Market Funds, Inc.
                  INVESCO Sector Funds, Inc.
                  INVESCO Stock Funds, Inc.
                  INVESCO Treasurer's Series Funds, Inc.
                  INVESCO Variable Investment Funds, Inc.

        (b)

Positions and                                   Positions and
Name and Principal      Offices with            Offices with
Business Address        Underwriter             the Company
- -----------------       ------------            ------------

William J. Galvin, Jr.  Senior Vice             Assistant Secretary
7800 E. Union Avenue    President &
Denver, CO  80237       Asst. Secretary

Ronald L. Grooms        Senior Vice             Treasurer,
7800 E. Union Avenue    President,              Chief Fin'l
Denver, CO  80237       Treasurer, &            Officer, and
                        Director                Chief Acctg. Off.

Richard W. Healey       Senior Vice
7800 E. Union Avenue    President  &
Denver, CO  80237       Director

Charles P. Mayer        Director
7800 E. Union Avenue
Denver, CO 80237

Timothy J. Miller       Director
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne           Senior Vice             Secretary
7800 E. Union Avenue    President,
Denver, CO 80237        Secretary &
                        General Counsel

Pamela J. Piro          Assistant Treasurer     Assistant Treasurer
7800 E. Union Avenue
Denver, CO 80237


<PAGE>



Judy P. Wiese           Assistant Secretary     Assistant Secretary
7800 E. Union Avenue
Denver, CO  80237

Mark H. Williamson      Chairman of the Board,  President,
7800 E. Union Avenue    President, & Chief      CEO & Director
Denver, CO 80237        Executive Officer



               (c)     Not applicable.

ITEM 28.       LOCATION OF ACCOUNTS AND RECORDS

               Mark H. Williamson
               7800 E. Union Avenue
               Denver, CO  80237


ITEM 29.       MANAGEMENT SERVICES

               Not applicable.


ITEM 30.       UNDERTAKINGS

               Not applicable


<PAGE>


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Company  certifies  that it has  duly  caused  this
post-effective  amendment  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and State of
Colorado, on the 23rd day of November, 1999.

Attest:                                   INVESCO Sector Funds, Inc.

 /s/ Glen A. Payne                        /s/ Mark H. Williamson
- -------------------------------           ----------------------------------
Glen A. Payne, Secretary                  Mark H. Williamson, President

Pursuant to the  requirements of the Securities Act of 1933, this  registration
statement has been signed below by the following  persons in the  capacities and
on the date indicated.


/s/ Mark H. Williamson                    /s/ Lawrence H. Budner*
- -------------------------------           -----------------------------
Mark H. Williamson, President &           Lawrence H. Budner, Director
Director (Chief Executive Officer)

/s/ Ronald L. Grooms                      /s/ John W. McIntyre*
- -------------------------------           -----------------------------
Ronald L. Grooms, Treasurer               John W. McIntyre, Director
(Chief Financial and Accounting
Officer)

/s/ Victor L. Andrews*                    /s/ Fred A. Deering*
- -------------------------------           -----------------------------
Victor L. Andrews, Director               Fred A. Deering, Director

/s/ Bob R. Baker*                         /s/ Larry Soll*
- -------------------------------           -----------------------------
Bob R. Baker, Director                    Larry Soll, Director

/s/ Charles W. Brady*                     /s/ Kenneth T. King*
- -------------------------------           -----------------------------
Charles W. Brady, Director                Kenneth T. King, Director

/s/ Wendy L. Gramm*
- -------------------------------
Wendy L. Gramm, Director


By _____________________________          By   /s/ Glen A. Payne
                                          -------------------------
Edward F. O'Keefe                               Glen A. Payne
Attorney in Fact                                Attorney in Fact

* Original Powers of Attorney  authorizing  Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this  post-effective  amendment to the Registration
Statement of the Registrant on behalf of the above-named  directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989,  January 9, 1990,  May 22, 1992,  September 1, 1993,  December 1,
1993, December 21, 1995, December 30, 1996 and December 24, 1997.

<PAGE>

                            Exhibit Index

                                          Page in
Exhibit Number                            Registration Statement
- --------------                            ----------------------

 j                                           178
o(2)                                         179
o(3)                                         183
o(4)                                         187
o(5)                                         191
o(6)                                         195
o(7)                                         199
o(8)                                         203
o(9)                                         207





EXHIBIT j



                       Consent of Independent Accountants



We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 25 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our report dated  September 8, 1999,  relating to the  financial
statements and financial highlights appearing in the July 31, 1999 Annual Report
to  Shareholders  of INVESCO  Specialty  Funds,  Inc.,  and to our report  dated
December 8, 1998, relating to the financial  statements and financial highlights
appearing  in the  October 31, 1998  Annual  Report to  Shareholders  of INVESCO
Strategic Funds, Inc. (now known as INVESCO Sector Funds,  Inc.), which are also
incorporated by reference into the  Registration  Statement.  We also consent to
the  references  to  us  under  the  heading   "Financial   Highlights"  in  the
Prospectuses and under the heading "Independent Accountants" in the Statement of
Additional Information.



/s/ Pricewaterhouse Coopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
November 23, 1999.



EXHIBIT o(2)

                                     FORM OF
                 INVESCO ENERGY FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN. This Plan is the written multiple class plan for the INVESCO
     Energy Fund (the "Fund") for INVESCO  Distributors,  Inc.  ("IDI"),
     the general distributor of shares of the Fund and INVESCO Funds Group, Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(3)

                                     FORM OF
           INVESCO FINANCIAL SERVICES FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Financial  Services  Fund  (the  "Fund")  for  INVESCO  Distributors,  Inc.
     ("IDI"),  the general  distributor  of shares of the Fund and INVESCO Funds
     Group,  Inc.  ("INVESCO"),  the  investment  adviser of the Fund. It is the
     written plan  contemplated  by Rule 18f-3 (the "Rule") under the Investment
     Company Act of 1940 (the "1940 Act"),  pursuant to which the Fund may issue
     multiple classes of shares.  The terms and provisions of this Plan shall be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(4)

                                     FORM OF
                  INVESCO GOLD FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN. This Plan is the written multiple class plan for the INVESCO Gold
     Fund (the  "Fund")  for INVESCO  Distributors,  Inc.  ("IDI"),  the general
     distributor   of  shares  of  the  Fund  and  INVESCO  Funds  Group,   Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions  contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(5)

                                     FORM OF
            INVESCO HEALTH SCIENCES FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Health Sciences Fund (the "Fund") for INVESCO  Distributors,  Inc. ("IDI"),
     the general distributor of shares of the Fund and INVESCO Funds Group, Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(6)

                                     FORM OF
                INVESCO LEISURE FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Leisure  Fund (the  "Fund") for INVESCO  Distributors,  Inc.  ("IDI"),  the
     general  distributor  of shares of the Fund and INVESCO  Funds Group,  Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(7)

                                     FORM OF
                 INVESCO REALTY FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Realty  Fund (the  "Fund") for INVESCO  Distributors,  Inc.  ("IDI"),  the
     general  distributor  of shares of the Fund and INVESCO  Funds Group,  Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(8)

                                     FORM OF
           INVESCO TELECOMMUNICATIONS FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Telecommunications  Fund  (the  "Fund")  for  INVESCO  Distributors,   Inc.
     ("IDI"),  the general  distributor  of shares of the Fund and INVESCO Funds
     Group,  Inc.  ("INVESCO"),  the  investment  adviser of the Fund. It is the
     written plan  contemplated  by Rule 18f-3 (the "Rule") under the Investment
     Company Act of 1940 (the "1940 Act"),  pursuant to which the Fund may issue
     multiple classes of shares.  The terms and provisions of this Plan shall be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







EXHIBIT o(9)

                                     FORM OF
               INVESCO UTILITIES FUND PLAN PURSUANT TO RULE 18F-3

                                January __, 2000


1.   THE PLAN.  This Plan is the  written  multiple  class plan for the  INVESCO
     Utilities Fund (the "Fund") for INVESCO  Distributors,  Inc.  ("IDI"),  the
     general  distributor  of shares of the Fund and INVESCO  Funds Group,  Inc.
     ("INVESCO"),  the  investment  adviser of the Fund.  It is the written plan
     contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of
     1940 (the  "1940  Act"),  pursuant  to which  the Fund may  issue  multiple
     classes  of  shares.  The  terms  and  provisions  of this  Plan  shall  be
     interpreted  and defined in a manner  consistent  with the  provisions  and
     definitions contained in the Rule.

2.   SIMILARITIES  AND  DIFFERENCES  AMONG CLASSES.  The Fund agrees that one or
     more classes of that Fund:

            (1) may have a separate  service  plan or  distribution  and service
            plan  ("12b-1  Plan"),  and shall pay all of the  expenses  incurred
            pursuant  to that  arrangement,  and may pay a  different  share  of
            expenses ("Class  Expenses") if such expenses are actually  incurred
            in a  different  amount  by that  class,  or if the  class  receives
            services of a different  kind or to a different  degree than that of
            other  classes.  Class  Expenses  are  those  expenses  specifically
            attributable  to the  particular  class of shares,  namely (a) 12b-1
            Plan fees,  (b) transfer and  shareholder  servicing  agent fees and
            administrative  service fees, (c) shareholder meeting expenses,  (d)
            blue sky and SEC  registration  fees and (e) any  other  incremental
            expenses  subsequently  identified  that should be  allocated to one
            class which  shall be  approved  by a vote of that  Fund's  Board of
            Directors  (the  "Directors").  Expenses  identified  in  Items  (c)
            through (e) may involve issues  relating  either to a specific class
            or to the entire Fund; such expenses  constitute Class Expenses only
            when  they are  attributable  to a  specific  class.  Because  Class
            Expenses  may be  accrued at  different  rates for each class of the
            Fund,  dividends  distributable to shareholders and net asset values
            per share may differ for shares of different classes of the Fund.
<PAGE>

      (2) shall have  exclusive  voting rights on any matters that relate solely
      to that class's  arrangements,  including  without  limitation voting with
      respect to a 12b-1 Plan for that  class;

      (3) shall have  separate  voting rights on any matter  submitted to
      shareholders in which the interests of one class differ from the
      interests  of any other  class;

      (4) may have a different arrangement for shareholder services,  including
      different sales charges, sales charge waivers, purchase and redemption
      features,  exchange privileges,  loan  privileges,  the  availability of
      certificated  shares and/or conversion  features;  and

      (5) shall have in all other respects the same rights and obligations as
      each other class.

3.    ALLOCATIONS  OF INCOME,  CAPITAL  GAINS AND LOSSES AND  EXPENSES.  Income,
      realized and unrealized capital gains and losses, and expenses of the Fund
      other  than  Class  Expenses  allocated  to a  particular  class  shall be
      allocated  to each class on the basis of the net asset value of that class
      in relation to the net asset value of the Fund.

4.    EXPENSE  WAIVERS  AND  REIMBURSEMENTS.  From time to time the  Adviser may
      voluntarily  undertake  to (i) waive any  portion  of the  management  fee
      charged to the Fund,  and/or (ii) reimburse any portion of the expenses of
      the Fund or of one or more of its classes, but is not required to do so or
      to continue to do so for any period of time.  The quarterly  report by the
      Advisor to the Directors of Fund expense reimbursements shall disclose any
      reimbursements that are not equal for all classes of the Fund.

5.    DISCLOSURE.  The  classes of shares to be  offered by the Fund,  and other
      material distribution  arrangements with respect to such classes, shall be
      disclosed in the  prospectus  and/or  statement of additional  information
      used to offer  that class of  shares.  Such  prospectus  or  statement  of
      additional  information  shall be  supplemented  or amended to reflect any
      change(s)  in  classes  of  shares  to  be  offered  or  in  the  material
      distribution arrangements with respect to such classes.
<PAGE>

6.    INDEPENDENT  AUDIT. The methodology and procedures for calculating the net
      asset value,  dividends and  distributions of each class shall be reviewed
      by an independent  auditing firm (the "Expert").  At least  annually,  the
      Expert, or an appropriate  substitute expert,  will render a report to the
      Funds  on  policies  and  procedures  placed  in  operation  and  tests of
      operating effectiveness as defined and described in SAS 70 of the AICPA.

7.    OFFERS AND SALES OF SHARES.  INVESCO will maintain compliance standards as
      to when  each  class of shares  may  appropriately  be sold to  particular
      investors,  and will  require  all persons  selling  shares of the Fund to
      agree to conform to such standards.

8.    RULE 12B-1  PAYMENTS.  The  Treasurer of INVESCO Sector Funds, Inc.  (the
      "Company")  shall  provide  to the  Directors  of  the  Company,  and  the
      Directors shall review, at least quarterly, the written report required by
      the Company's 12b-1 Plan. The report shall include  information on (i) the
      amounts  expended  pursuant to the 12b-1 Plan, (ii) the purposes for which
      such  expenditures  were  made and (iii) the  amount of  INVESCO's  unpaid
      distribution  costs  (if  recovery  of such  costs in  future  periods  is
      permitted by that 12b-1 Plan),  taking into  account  12b-1 Plan  payments
      paid to INVESCO.

9.    CONFLICTS. On an ongoing basis, the Directors of the Company,  pursuant to
      their fiduciary  responsibilities  under the 1940 Act and otherwise,  will
      monitor the Fund for the  existence  of any material  conflicts  among the
      interests of the classes.  INVESCO will be  responsible  for reporting any
      potential or existing conflicts to the Directors.  In the event a conflict
      arises, the Directors shall take such action as they deem appropriate.
<PAGE>

10.  EFFECTIVENESS AND AMENDMENT.  This Plan takes effect for the Fund as of the
     date of adoption  shown  below.  This Plan has been  approved by a majority
     vote of the Board of the Company and of the Company's Board members who are
     not  "interested  persons"  (as  defined  in the 1940  Act) and who have no
     direct or indirect  financial  interest in the operation of the Plan or any
     agreements  relating to the Plan (the "Independent  Directors") of the Fund
     at  meetings  called on this Plan.  Prior to that  vote,  (i) the Board was
     furnished  by the  methodology  used for net asset value and  dividend  and
     distribution  determinations for the Fund, and (ii) a majority of the Board
     and its  Independent  Directors  determined that the Plan as proposed to be
     adopted, including the expenses allocation, is in the best interests of the
     Fund as a whole and to each  class of the Fund  individually.  Prior to any
     material  amendment to the Plan, the Board shall request and evaluate,  and
     INVESCO shall furnish,  such information as may be reasonably  necessary to
     evaluate such  amendment,  and a majority of the Board and its  Independent
     Directors shall find that the Plan as proposed to be amended, including the
     expense  allocation,  is in the best interest of each class,  the Fund as a
     whole and each class of the Fund individually. No material amendment to the
     Plan shall be made by any Fund's  Prospectus  or  Statement  of  Additional
     Information  or any  supplement  to either of the  foregoing,  unless  such
     amendment has first been approved by a majority of the Fund's Board and its
     Independent Directors.

Adopted by the Board of INVESCO Sector Funds, Inc. on January __, 2000.




                              _______________________________
                              Glen A. Payne, Secretary







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