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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
INVESCO SECTOR FUNDS, INC.
(formerly, INVESCO Strategic Portfolios, Inc.)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:___________________________________________
2) Form, Schedule or Registration Statement No.:_____________________
3) Filing Party:_____________________________________________________
4) Date Filed:_______________________________________________________
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[INVESCO LOGO APPEARS HERE] INVESCO Energy Fund
INVESCO Environmental Services Fund
INVESCO Financial Services Fund
INVESCO Gold Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Technology Fund--Class I
INVESCO Technology Fund--Class II
INVESCO Utilities Fund
(each a series of INVESCO Sector Funds, Inc.)
March 23, 1999
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Dear Shareholder:
The attached proxy materials seek your approval to liquidate the assets of
the INVESCO Environmental Services Fund ("Environmental Services Fund"), to
make certain changes to the fundamental investment restrictions of each series
of INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
("Sector Funds"), to elect directors, and to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of each Fund.
Shareholders of Environmental Services Fund will be asked to approve the
proposals to change the Fund's fundamental investment restrictions, to elect
directors and to ratify the appointment of PricewaterhouseCoopers LLP only if
the proposal to liquidate that Fund's assets is not approved by shareholders.
Your board of directors unanimously recommends a vote FOR all proposals. The
liquidation of the Environmental Services Fund has been approved by the board
of directors (please see the separate letter addressed to you about the
proposed liquidation). The changes to the fundamental investment restrictions
of each series of Sector Funds have been approved by the board of directors in
order to simplify and modernize Sector Funds' fundamental investment
restrictions and make them more uniform with those of the other INVESCO Funds.
The attached proxy materials provide more information about the proposed
liquidation of the Environmental Services Fund, and the proposed changes to
fundamental investment restrictions and the other matters you are being asked
to vote upon.
Your vote is important no matter how many shares you own. Voting your shares
early will permit Sector Funds to avoid costly follow-up mail and telephone
solicitation. After reviewing the attached materials, please complete, date
and sign your proxy card and mail it in the enclosed return envelope promptly.
As an alternative to using the paper proxy card to vote, you may vote by
telephone, by facsimile, through the Internet, or in person.
Very truly yours,
/s/ Mark H. Williamson
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Mark H. Williamson
President
INVESCO Sector Funds, Inc.
9962
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INVESCO ENERGY FUND
INVESCO ENVIRONMENTAL SERVICES FUND
INVESCO FINANCIAL SERVICES FUND
INVESCO GOLD FUND
INVESCO HEALTH SCIENCES FUND
INVESCO LEISURE FUND
INVESCO TECHNOLOGY FUND--CLASS I
INVESCO TECHNOLOGY FUND--CLASS II
INVESCO UTILITIES FUND
(each a series of INVESCO SECTOR FUNDS, INC.)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
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To The Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of INVESCO
Energy Fund, INVESCO Environmental Services Fund, INVESCO Financial Services
Fund, INVESCO Gold Fund, INVESCO Health Sciences Fund, INVESCO Leisure Fund,
INVESCO Technology Fund--Class I, INVESCO Technology Fund--Class II, INVESCO
Utilities Fund (each a "Fund" or collectively the "Funds"), each a series of
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
("Sector Funds"), will be held on May 20, 1999, at 10:00 a.m., Mountain Time,
at the office of INVESCO Funds Group, Inc., 7800 East Union Avenue, Denver,
Colorado, for the following purposes:
1. To approve a Plan to liquidate the assets of the INVESCO Environmental
Services Fund and terminate the Fund;
2. To approve certain changes to the fundamental investment restrictions of
each of the Funds;
3. To elect directors of Sector Funds;
4. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of each Fund; and
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
You are entitled to vote at the meeting and any adjournment thereof if you
owned shares of a Fund at the close of business on March 12, 1999. If you
attend the meeting, you may vote your shares in person. If you do not expect
to attend the meeting, please complete, date, sign and return the enclosed
proxy card in the enclosed postage paid envelope.
By order of the Board of Directors,
/s/ Glen A. Payne
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Glen A. Payne
Secretary
March 23, 1999
Denver, Colorado
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date
and sign the card, and return it in the envelope provided. IF YOU DATE,
SIGN, AND RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES
WILL BE VOTED "FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the
additional expense of further solicitation, we ask your cooperation in
mailing in your proxy card promptly. As an alternative to using the paper
proxy card to vote, you may vote by telephone, through the Internet, by
facsimile machine or in person. To vote by telephone, please call 1-800-690-
6903. Shares that are registered in your name, as well as shares held in
"street name" through a broker, may be voted via the Internet or by
telephone. To vote in this manner, you will need the 12-digit "control"
number that appears on your proxy card. To voted via the Internet, please
access http://www.proxyvote.com on the World Wide Web. In addition, shares
that are registered in your name may be voted by faxing your completed proxy
card to 1-800-733-1885. If we do not receive your completed proxy card(s)
after several weeks, you may be contacted by our proxy solicitor,
Shareholder Communications Corporation. Our proxy solicitor will remind you
to vote your shares or will record your vote over the phone if you choose to
vote in that manner.
Unless proxy card(s) submitted by corporations and partnerships are signed
by the appropriate persons as indicated in the voting instructions on the
proxy card, they will not be voted.
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INVESCO Energy Fund
INVESCO Environmental Services Fund
INVESCO Financial Services Fund
INVESCO Gold Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Technology Fund--Class I
INVESCO Technology Fund--Class II
INVESCO Utilities Fund
(each a series of INVESCO Sector Funds, Inc.)
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7800 East Union Avenue
Denver, Colorado 80237
(Toll Free) 1-800-646-8372
Proxy Statement
Special Meeting of Shareholders
May 20, 1999
VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO Energy
Fund ("Energy Fund"), INVESCO Environmental Services Fund ("Environmental
Services Fund"), INVESCO Financial Services Fund ("Financial Services Fund"),
INVESCO Gold Fund ("Gold Fund"), INVESCO Health Sciences Fund ("Health
Sciences Fund"), INVESCO Leisure Fund ("Leisure Fund"), INVESCO Technology
Fund--Class I ("Technology Fund--Class I"), INVESCO Technology Fund--Class II
("Technology Fund--Class II"), and INVESCO Utilities Fund ("Utilities Fund")
(each a "Fund" or collectively the "Funds"), each a series of INVESCO Sector
Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.) ("Sector Funds"),
in connection with the solicitation of proxies from shareholders of the Funds
by the board of directors of Sector Funds ("Board") for use at a special
meeting of shareholders to be held on May 20, 1999 ("Meeting"), and at any
adjournment of the Meeting. This Proxy Statement will first be mailed to
shareholders on or about March 23, 1999.
For each Fund, one-third of the Fund's shares outstanding on March 12, 1999
(the "Record Date"), represented in person or by proxy, shall constitute a
quorum and must be present for the transaction of business at the Meeting. If
a quorum is not present at the Meeting or a quorum is present but sufficient
votes to approve one or more of the proposals set forth in this Proxy
Statement are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies that they are entitled to vote FOR any
proposal in favor of such an adjournment and will vote those proxies required
to be voted AGAINST a proposal against such adjournment. A shareholder vote
may be taken on one or more of the proposals in this Proxy Statement prior to
any such adjournment if sufficient votes have been received and it is
otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners
or other persons entitled to vote and for which the broker does not have
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discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against any adjournment or proposal.
Accordingly, abstentions and broker non-votes effectively will be a vote
against adjournment or against any proposal where the required vote is a
percentage of the shares present or outstanding. Abstentions and broker non-
votes will not be counted, however, as votes cast for purposes of determining
whether sufficient votes have been received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on the proxy card, if it is
received properly executed by you or by your duly appointed agent or attorney-
in-fact. If you date, sign, and return the proxy card, but give no voting
instructions, your shares will be voted in favor of approval of each of the
proposals and the duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Meeting. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking the initial
proxy. To be effective, revocation must be received by Sector Funds prior to
the Meeting and must indicate your name and account number. If you attend the
Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby
canceling any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than one
account in a Fund listed under the same Social Security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, each Fund had the following shares of common stock
outstanding: Energy Fund 12,191,940.366; Environmental Services Fund
1,701,527.239; Financial Services Fund 48,721,767.407; Gold Fund
53,706,032.770; Health Sciences Fund 27,384,730.905; Leisure Fund
9,362,695.169; Technology Fund--Class I 6,484,235.382; Technology Fund--Class
II 31,885,828.673; and Utilities Fund 11,537,544.787. The solicitation of
proxies, the cost of which will be borne half by INVESCO Funds Group, Inc.,
("INVESCO") the investment adviser and transfer agent of the Funds, and half
by each Fund, will be made primarily by mail but also may be made by telephone
or oral communications by representatives of INVESCO and INVESCO Distributors,
Inc. ("IDI"), the distributor of the INVESCO group of investment companies
("INVESCO Funds"), which will not receive any compensation for these
activities from the Funds, or by Shareholder Communications Corporation,
professional proxy solicitors, which will be paid fees and expenses of up to
approximately $314,000 for soliciting services. If votes are recorded by
telephone, Shareholder Communications Corporation will use procedures designed
to authenticate shareholders' identities, to allow shareholders to authorize
the voting of their shares in accordance with their instructions, and to
confirm that a shareholder's instructions have been properly recorded. You may
also vote by mail, by facsimile or through a secure Internet site. Proxies
voted by telephone, facsimile or Internet may be revoked at any time before
they are voted at the Meeting in the same manner that proxies voted by mail
may be revoked.
Copies of Sector Funds' most recent annual and semi-annual reports,
including financial statements, have previously been delivered to
shareholders. Shareholders may request copies of these reports, without
charge, by writing to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706, or by calling toll-free 1-800-646-8372.
Except as set forth in Appendix A, INVESCO does not know of any person who
owns beneficially 5% or more of the shares of any Fund. Directors and officers
of Sector Funds own in the aggregate less than 1% of the shares of each Fund.
Vote Required. Approval of Proposal 1 to liquidate and terminate
Environmental Services Fund requires the affirmative vote of a "majority of
the outstanding voting securities" of that Fund, as defined in the Investment
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Company Act of 1940, as amended ("1940 Act"). This means that Proposal 1 must
be approved by the lesser of (1) 67% of the Environmental Services Fund's
shares present at a meeting of shareholders if the owners of more than 50% of
that Fund's shares then outstanding are present in person or by proxy or (2)
more than 50% of the Environmental Services Fund's outstanding shares.
Approval of Proposal 2 with respect to a Fund also requires the affirmative
vote of a "majority of the outstanding voting securities" of that Fund. A
plurality of the votes cast at the Meeting is sufficient to approve Proposal
3. Approval of Proposal 4 requires the affirmative vote of a majority of the
votes present at the Meeting, provided a quorum is present. Each outstanding
full share of each Fund is entitled to one vote, and each outstanding
fractional share thereof is entitled to a proportionate fractional share of
one vote. If any Proposal is not approved by the requisite vote of
shareholders of a Fund or the Funds, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies.
PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND TERMINATION
("LIQUIDATION PLAN") FOR ENVIRONMENTAL SERVICES FUND
(ENVIRONMENTAL SERVICES FUND SHAREHOLDERS ONLY)
The Proposed Liquidation and Termination
The Board believes that liquidating Environmental Services Fund's assets and
terminating its existence would be in the Fund's shareholders' best interests.
Accordingly, the Board, including all of its directors who are not "interested
persons," as that term is defined in the 1940 Act, of Sector Funds
("Independent Directors"), adopted the proposed Liquidation Plan, which
provides for liquidating Environmental Services Fund's assets, distributing
the proceeds thereof to its shareholders pro rata, and terminating the Fund's
existence. A copy of the Liquidation Plan is attached to this proxy statement
as Appendix B.
Environmental Services Fund commenced operations on January 2, 1991. For the
fiscal years ended October 31, 1994, through October 31, 1998, various
Environmental Services Fund expenses were voluntarily absorbed by its
investment adviser, INVESCO. Notwithstanding the expense reduction measures
taken by INVESCO, Environmental Services Fund has experienced limited asset
growth. In addition, Environmental Services Fund has experienced uneven
returns over the last several years and net asset reductions over the past
fiscal year. INVESCO and Environmental Services Fund's distributor, INVESCO
Distributors, Inc. ("IDI"), have come to believe that it is unlikely that the
Fund will experience material growth in assets in the foreseeable future. In
light of the inefficiencies and higher costs of managing Environmental
Services Fund's small asset base, INVESCO and IDI submitted to the Board a
proposal to liquidate and terminate the Fund.
At a meeting held on February 3, 1999, the Board considered and unanimously
approved the Liquidation Plan, subject to shareholder approval. The
liquidation of Environmental Services Fund may be effected only on the
affirmative vote of the lesser of (1) 67% of the Fund's shares present at a
meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares.
Consideration by the Board
In evaluating the proposed liquidation and termination of Environmental
Services Fund, the Board considered a number of factors, including the amount
of the Fund's total assets, its expense ratio (absent the absorption of
expenses mentioned above), and the likelihood that additional sales of Fund
shares could enable it to attain an asset level that would sustain an
acceptable expense ratio. The Board also considered INVESCO's representation
that it is not
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prepared to continue to waive its advisory fee and absorb the expenses
associated with managing Environmental Services Fund at its current low level
of assets indefinitely, but will do so pending the Fund's liquidation and
termination. Based on consideration of the foregoing, and other factors they
deemed relevant, the Board (including all of its Independent Directors)
approved the liquidation and termination of Environmental Services Fund,
subject to shareholder approval.
If the Liquidation Plan is not approved by the shareholders, Environmental
Services Fund will continue to operate as a series of Sector Funds (but
without INVESCO's advisory fee waiver and absorption of expenses). The Board
thus is asking Environmental Services Fund's shareholders to approve certain
changes to the Fund's fundamental investment restrictions, to elect directors
of Sector Funds, and to ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund, as set forth in Proposals 2, 3, and 4,
respectively.
Description of the Liquidation Plan
Under the Liquidation Plan each shareholder's interest in Environmental
Services Fund's assets will be fixed on the date on which the shareholders
approve the Liquidation Plan. On that date, the books of Environmental
Services Fund will be closed. Thereafter, all assets of Environmental Services
Fund not already held in cash or cash equivalents will be liquidated. The
Liquidation Plan provides that, as soon as reasonably practicable after that
date, the distribution of Environmental Services Fund's assets will be made in
one or two liquidating distributions. The first such distribution is expected
to consist of cash representing substantially all of Environmental Services
Fund's assets less the amount reserved to pay its liabilities and expenses. A
second liquidating distribution, if necessary, is anticipated to be made
within 90 days after the first liquidating distribution and will consist of
cash from any assets remaining after payment of those liabilities and
expenses, the proceeds of any sale of Environmental Services Fund assets not
sold prior to the first liquidating distribution, and any other miscellaneous
Fund income.
The date or dates on which Environmental Services Fund will pay the
liquidating distributions and on which the Fund will be liquidated have not
been determined, but it is anticipated that, if the Fund's shareholders adopt
the Liquidation Plan, the liquidating distributions would occur as soon as
reasonably practical after the date on which the shareholders approve the
Liquidation Plan. Shareholders will receive their respective portions of the
liquidating distribution(s) without any further action on their part.
The Liquidation Plan will not affect a shareholder's right to redeem his,
her, or its Environmental Services Fund shares. Therefore, a shareholder may
redeem in accordance with the redemption procedure set forth in Environmental
Services Fund's current prospectus without waiting for the Fund to take any
action respecting its liquidation. The Liquidation Plan also authorizes the
Board to make variations from or amendments to the provisions thereof that it
deems necessary or appropriate to carry out its purposes. No shareholder will
be entitled to exercise any dissenter's rights or appraisal rights with
respect to Environmental Services Fund's liquidation and termination under
either the Liquidation Plan or relevant provisions of Maryland law.
Under the Liquidation Plan, Environmental Services Fund will be responsible
for one-half of the expenses incurred in connection with carrying out the
Liquidation Plan, including the cost of soliciting proxies, liquidating its
assets, and terminating its existence, and INVESCO will be responsible for the
balance of those expenses.
Federal Income Tax Consequences
The following summary provides general information regarding the federal
income tax consequences to Environmental Services Fund resulting from its
liquidation and termination and to its shareholders on their receipt of
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liquidating distributions from the Fund. Environmental Services Fund has not
sought a ruling from the Internal Revenue Service with respect to these
matters. This summary generally applies to shareholders who are individual
U.S. citizens (other than dealers in securities) and does not address the
particular federal income tax consequences that may apply to shareholders that
are, for example, corporations, trusts, estates, tax-exempt organizations, or
non-resident aliens; nor does this summary address state or local tax
consequences. The tax consequences discussed herein may affect shareholders
differently, depending on their particular tax situations unrelated to the
receipt of liquidating distributions, and accordingly this summary is not a
substitute for careful tax planning. Shareholders may wish to consult their
personal tax advisers concerning their particular tax situations and the
impact thereon of receiving liquidating distributions from Environmental
Services Fund.
As discussed above, if the Liquidation Plan is approved by its shareholders,
Environmental Services Fund will sell its assets and distribute the proceeds
to them. Environmental Services Fund anticipates that it will retain its
qualification for treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended, during the liquidation period and
thus will not be taxed on any of its net gain realized from the sale of its
assets.
A shareholder who receives a liquidating distribution in cancellation and
redemption of his, her, or its Environmental Services Fund shares will be
treated as having sold those shares for the amount of the liquidating
distribution. The shareholder will recognize gain or loss on that sale
measured by the difference between his, her, or its adjusted tax basis for the
shares and the liquidating distribution. If the shares are held as capital
assets, the gain or loss will be characterized as capital gain or loss.
Capital gain or loss attributable to shares held for more than one year will
constitute long-term capital gain or loss, while capital gain or loss
attributable to shares held for one year or less will be short-term.
Shareholders also should be aware that Environmental Services Fund is required
to withhold 31% of liquidating distributions payable to any individuals and
certain other noncorporate shareholders who do not provide the Fund with a
correct taxpayer identification number.
The receipt of a liquidating distribution by an individual retirement
account ("IRA") that holds Environmental Services Fund shares generally will
not be treated as a taxable event to the IRA beneficiary. However, some IRAs
that hold Environmental Services Fund shares may have been established with
custodians that may not reinvest the liquidation distribution proceeds, but
instead must immediately distribute those proceeds to the IRA beneficiary.
Those distributions could have adverse tax consequences for the beneficiaries
of such IRAs, who are urged to consult with their own tax advisers regarding
the tax consequences of those distributions.
Required Vote. Approval of the Liquidation Plan requires the affirmative
vote of the lesser of (1) 67% of Environmental Services Fund's shares present
at a meeting of its shareholders if the holders of more than 50% of its
outstanding shares are present in person or by proxy or (2) more than 50% of
the Fund's outstanding shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
PROPOSAL 2:TO APPROVE AMENDMENTS TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE FUNDS
As required by the 1940 Act, each Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in
the Funds' Statement of Additional Information. These fundamental restrictions
may be changed only with shareholder approval. Restrictions and policies that
a Fund has not specifically designated as fundamental are considered to be
"non-fundamental" and may be changed by the Board of Sector Funds without
shareholder approval.
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Some of the Funds' fundamental restrictions reflect past regulatory,
business or industry conditions, practices or requirements that are no longer
in effect. Also, as other INVESCO Funds have been created over the years, they
have adopted substantially similar fundamental restrictions that often have
been phrased in slightly different ways, resulting in minor but unintended
differences in effect or potentially giving rise to unintended differences in
interpretation. Accordingly, the Board of Sector Funds has approved revisions
to the Funds' fundamental restrictions in order to simplify, modernize and
make the Funds' fundamental restrictions more uniform with those of the other
INVESCO Funds.
The Board believes that eliminating the disparities among the INVESCO Funds'
fundamental restrictions will enhance management's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and
investment environments and permit the Board to review and monitor investment
policies more easily. In addition, standardizing the fundamental investment
restrictions of the INVESCO Funds will assist the INVESCO Funds in making
required regulatory filings in a more efficient and cost-effective way.
Although the proposed changes in fundamental restrictions will allow each Fund
greater investment flexibility to respond to future investment opportunities,
the Board does not anticipate that the changes, individually or in the
aggregate, will result at this time in a material change in the level of
investment risk associated with an investment in each Fund.
The text and a summary description of each proposed change to each Fund's
fundamental restrictions are set forth below, together with the text of each
current corresponding fundamental restriction. The text below also describes
any non-fundamental restrictions that would be adopted by the Board in
conjunction with the revision of certain fundamental restrictions. Any non-
fundamental restriction may be modified or eliminated by the Board at any
future date without further shareholder approval.
If approved by the Funds' shareholders at the Meeting, the proposed changes
to the Funds' fundamental restrictions will be adopted by each Fund. The
Funds' Statement of Additional Information will be revised to reflect those
changes as soon as practicable following the Meeting. Shareholders of the
Environmental Services Fund will be asked to approve changes to that Fund's
fundamental restrictions only if those shareholders do not approve the
liquidation proposal set forth in Proposal 1 above. Shareholders of Technology
Fund--Class I are only being asked to approve the changes to the fundamental
restrictions set forth in Proposal 2(g) and (n) below. None of the other
proposed changes to the fundamental restrictions are applicable to Technology
Fund--Class I shareholders.
a. Modification of fundamental restriction on the issuance of senior
securities
Each Fund's current fundamental restriction on the issuance of senior
securities is as follows:
The Fund may not issue senior securities as defined in the 1940 Act
(except insofar as the Fund may be deemed to have issued a senior
security by reason of entering into a repurchase agreement, or
borrowing money, in accordance with the restrictions described
below, and in accordance with the position of the staff of the
Securities and Exchange Commission set forth in Investment Company
Act Release No. 10666).
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not issue senior securities, except as permitted under
the Investment Company Act of 1940.
The primary purposes of the proposal are to eliminate differences in the
wording of the INVESCO Funds' current restrictions on the issuance of senior
securities for greater uniformity, to eliminate any unnecessary limitations
and to conform the restriction to 1940 Act requirements regarding the issuance
of senior securities. The Board
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believes that the adoption of the proposed fundamental restriction, which does
not specify the manner in which senior securities may be issued, and is no
more limiting than is required by the 1940 Act, will maximize each Fund's
flexibility for future contingencies and will conform to the fundamental
restrictions of the other INVESCO Funds on the issuance of senior securities.
b. Modification of fundamental restriction on borrowing and adoption of non-
fundamental restriction on borrowing
Energy Fund, Environmental Services Fund, and Gold Fund each currently has
the following fundamental restriction on borrowing:
The Fund may not mortgage, pledge or hypothecate fund securities or
borrow money, except borrowings from banks for temporary or
emergency purposes (but not for investment) are permitted in an
amount not exceeding, with respect to [the Fund], 33 1/3% of the
value of the Fund's total assets, i.e. its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed the relevant 33 1/3% limitation by
reason of a decline in total assets will be reduced within three
business days to the extent necessary to comply with the relevant 33
1/3% limitation. The Fund will not purchase additional securities
while any borrowings on behalf of the Fund exist.
Financial Services Fund, Health Sciences Fund, Leisure Fund, Technology
Fund--Class II, and Utilities Fund each currently has the following
fundamental restriction on borrowing:
The Fund may not mortgage, pledge or hypothecate portfolio
securities or borrow money, except borrowings from banks for
temporary or emergency purposes (but not for investment) are
permitted in an amount not exceeding with respect to [the Fund] 10%
of the value of the Fund's total assets, i.e., its total assets
(including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that come to exceed the relevant 10%
limitation by reason of a decline in total assets will be reduced
within three business days to the extent necessary to comply with
the relevant 10% limitation. The Fund will not purchase additional
securities while any borrowings on behalf of the Fund exist.
The Board recommends that shareholders vote to replace this restriction with
the following fundamental restriction:
The Fund may not 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).
The primary purpose of the proposal is to standardize each Fund's
fundamental borrowing limitation to conform to other INVESCO Funds and to the
1940 Act requirements for borrowing. Currently, each Fund's fundamental
restriction is significantly more limiting than the restrictions imposed by
the 1940 Act. The proposal eliminates the fundamental nature of the
restrictions on the purposes for which a Fund may borrow money and, in the
case of Financial Services Fund, Health Sciences Fund, Leisure Fund,
Technology Fund--Class II, and Utilities Fund, it increases from 10% to 33
1/3% the amount those Funds may borrow as a percentage of their total assets.
The proposed revision also eliminates the prohibition on mortgaging, pledging
or hypothecating Fund securities and it eliminates the explicit requirement
that any borrowings that come to exceed 33 1/3% of a Fund's assets (for Energy
Fund, Environmental Services Fund, and Gold Fund) or 10% of a Fund's assets
(for Financial Services Fund, Health Sciences Fund, Leisure Fund, Technology
Fund--Class II, and Utilities Fund) by reason of a decline in total assets be
reduced within three business days.
7
<PAGE>
If the proposal is approved, the Board will adopt a non-fundamental
restriction as follows:
The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO Funds Group, Inc.
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 [the fundamental
limitation on borrowing] (above).
The non-fundamental restriction reflects each Fund's current policy that
borrowing by a Fund may only be done for temporary or emergency purposes. In
addition to borrowing from banks, as permitted in each Fund's current
restriction, the non-fundamental restriction permits each Fund to borrow from
open-end funds managed by INVESCO or an affiliate or successor thereof. A Fund
would not be able to do so, however, unless it obtains permission for such
borrowings from the SEC. The non-fundamental restriction also clarifies that
reverse repurchase agreements will be treated as borrowings. The Board
believes that this approach, making each Fund's fundamental restriction on
borrowing no more limiting than is required under the 1940 Act, while
incorporating more strict limits on borrowing in each Fund's non-fundamental
restriction, will maximize each Fund's flexibility for future contingencies.
c. Modification of fundamental restriction on investing in commodities and
elimination of fundamental restriction and adoption of non-fundamental
restriction for Gold Fund on investing in gold bullion
Each Fund currently has the following fundamental restriction on the
purchase of commodities:
The Fund may not buy or sell commodities or commodities contracts
(however, the Fund may purchase securities of companies which invest
in the foregoing). The Environmental Services Fund also may not buy
or sell oil, gas or other mineral interests or exploration programs
(however, the Environmental Services Fund may purchase securities of
companies which invest in the foregoing). This shall not prevent the
Fund from purchasing or selling options on individual securities,
security indexes, and currencies, or financial futures or options on
financial futures, or undertaking forward currency contracts. This
restriction shall not prevent the Gold Fund from investing up to 10%
of its total assets in gold bullion.
The Board recommends that shareholders vote to replace this restriction with
the following fundamental restriction:
The Fund may not 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.
If the proposed revision is approved by shareholders of the Gold Fund, the
Board will adopt a non-fundamental restriction for the Gold Fund as follows:
The restriction on purchasing or selling physical commodities shall
not prevent the Gold Fund from investing up to 10% of its total
assets in gold bullion.
The Board believes that the proposed elimination of the fundamental
restriction and the subsequent adoption of the non-fundamental restriction
will maximize the Gold Fund's flexibility for future contingencies.
The Environmental Services Fund currently is prohibited from buying or
selling oil, gas or other mineral interests or exploration programs.
Investment in such interests used to be prohibited by state regulations.
Because those state regulations are no longer applicable, the Board recommends
that shareholders vote to eliminate this fundamental restriction to provide
for greater investment flexibility.
8
<PAGE>
The proposed changes are also intended to conform the restriction to those
of the other INVESCO Funds and ensure that each Fund will have the maximum
flexibility to enter into hedging or other transactions utilizing financial
contracts and derivative products when doing so is permitted by operating
policies established for the Funds by the Board. Due to the rapid and
continuing development of derivative products and the possibility of changes
in the definition of "commodities," particularly in the context of the
jurisdiction of the Commodities Futures Trading Commission, it is important
for each Fund's policy to be flexible enough to allow it to enter into hedging
and other transactions using these products when doing so is deemed
appropriate by INVESCO and is within the investment parameters established by
the Board. To maximize that flexibility, the Board recommends that each Fund's
fundamental restriction on commodities investments be clear in permitting the
use of derivative products, even if the current non-fundamental restrictions
of a Fund would not permit investment in one or more of the permitted
transactions.
d. Elimination of fundamental restriction on purchasing restricted securities
and adoption of non-fundamental restriction on investing in illiquid
securities
Each Fund's current fundamental restriction on investment in restricted
securities is as follows:
The Fund may not purchase the securities of any company if as a
result of such purchase more than 10% of total assets would be
invested in securities which are subject to legal or contractual
restrictions on resale ("restricted securities") and in securities
for which there are no readily available market quotations; or enter
into a repurchase agreement maturing in more than seven days, if as
a result, such repurchase agreements, together with restricted
securities and securities for which there are no readily available
market quotations, would constitute more than 10% of total assets.
The Board recommends that shareholders vote to eliminate this restriction.
If the proposal is approved, the Board will adopt the following non-
fundamental restriction:
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.
The primary purpose of the proposal is to conform to the federal securities
law requirements regarding investment in illiquid securities and to conform
the investment restrictions of the Funds to those of the other INVESCO Funds.
Currently, each Fund's fundamental restriction limits investment in restricted
securities. The proposed non-fundamental restriction would clarify that the
Funds may invest in illiquid securities and it would restrict investment in
such securities to 15% of each Fund's net assets as permitted under the 1940
Act, as opposed to 10% of total assets. The Board believes that the proposed
elimination of the fundamental restriction and subsequent adoption of the non-
fundamental restriction will make the restriction more accurately reflect
market conditions and will maximize each Fund's flexibility for future
contingencies. The Board may delegate to INVESCO, the Funds' investment
adviser, the authority to determine whether a security is liquid for the
purposes of this fundamental restriction.
e. Elimination of fundamental restriction on short sales and margin purchases
and adoption of non-fundamental restriction on short sales and margin
purchases
Each Fund's current fundamental restriction on selling short and buying on
margin is as follows:
The Fund may not sell short or buy on margin. This restriction shall
not prevent the Fund from purchasing or selling options on futures,
or writing, purchasing, or selling puts and calls.
9
<PAGE>
The Board recommends that shareholders vote to eliminate this fundamental
restriction. If the proposal is approved by shareholders, the Board will adopt
the following non-fundamental restriction for each Fund:
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.
The proposed changes clarify the wording of the restriction and expand the
exceptions to the restriction, which generally prohibits a Fund from selling
securities short or buying securities on margin. Margin purchases involve the
purchase of securities with money borrowed from a broker. "Margin" is the cash
or eligible securities that the borrower places with a broker as collateral
against the loan. In a short sale, an investor sells a borrowed security and
has a corresponding obligation to the lender to return the identical security.
The proposed non-fundamental restriction permits short sales against the box,
when an investor sells securities short while owning the same securities in
the same amount or having the right to obtain equivalent securities. It also
permits a Fund to borrow a security on a short-term basis and to enter into
short positions and make margin payments in a variety of financial
instruments. The Board believes that elimination of the fundamental
restriction and adoption of the non-fundamental restriction will provide the
Funds with greater investment flexibility.
f. Modification of fundamental restriction on real estate investment
Each Fund's current fundamental restriction on real estate investment is as
follows:
The Fund may not buy or sell real estate or interests therein (however,
securities issued by companies which invest in real estate or interests
therein may be purchased and sold).
The Board recommends that shareholders vote to replace this restriction with
the following fundamental restriction:
The Fund may not 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).
In addition to conforming each Fund's fundamental restriction to that of the
other INVESCO Funds, the proposed amendment more completely describes the
types of real estate-related securities investments that are permissible for
the Funds and permits the Funds to purchase or sell real estate acquired as a
result of ownership of securities or other instruments (e.g., through
foreclosure on a mortgage in which a Fund directly or indirectly holds an
interest). The Board believes that this clarification will make it easier for
decisions to be made concerning each Fund's investments in real estate-related
securities without materially altering the general restriction on direct
investments in real estate or interests in real estate. The proposed change
would also give each Fund the ability to invest in assets secured by real
estate.
g. Modification or adoption of fundamental restriction and adoption of non-
fundamental restriction on investing in another investment company
Each Fund (except Technology Fund--Class I) currently has the following
fundamental restriction regarding investment in another investment company:
10
<PAGE>
The Fund may not invest in the securities of any other investment
company except for a purchase or acquisition in accordance with a plan
of reorganization, merger or consolidation.
The Board recommends that shareholders of each Fund except Technology Fund--
Class I vote to replace this restriction with the following fundamental
restriction and that shareholders of Technology Fund--Class I, which currently
does not have a fundamental restriction regarding investing in another
investment company, vote to adopt the following fundamental restriction:
The 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 Funds Group,
Inc. or an affiliate or a successor thereof, with substantially the
same fundamental investment objective, policies and limitations as the
Fund.
The proposed revision (and the proposed adoption in the case of Technology
Fund--Class I) will ensure that the INVESCO Funds have uniform policies
permitting each Fund to adopt a "master/feeder" structure whereby one or more
Funds invest all of their assets in another Fund. The master/feeder structure
has the potential, under certain circumstances, to minimize administration
costs and maximize the possibility of gaining a broader investor base.
Currently, none of the INVESCO Funds intend to establish a master/feeder
structure; however, the Board recommends that each Fund's shareholders adopt a
policy that would permit this structure in the event that the Board determines
to recommend the adoption of a master/feeder structure by a Fund. The proposed
revision would require that any fund in which a Fund may invest under a
master/feeder structure be advised by INVESCO or an affiliate thereof.
If the proposed revision is approved, the Board will adopt a non-fundamental
restriction for each Fund as follows:
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.
The primary purpose of this non-fundamental restriction is to conform to the
other INVESCO Funds and to the 1940 Act requirements for investing in other
investment companies. Currently, each Fund's fundamental restriction is much
more limiting than the restrictions imposed by the 1940 Act. Adoption of this
non-fundamental restriction will enable each Fund to purchase the securities
of other investment companies to the extent permitted under the 1940 Act or
pursuant to an exemption granted by the SEC. If a Fund did purchase the
securities of another investment company, shareholders might incur additional
expenses because the Fund would have to pay its ratable share of the expenses
of the other investment company.
h. Elimination of fundamental restriction on investing in companies for the
purpose of exercising control or management
Each Fund's current fundamental restriction regarding investing in companies
for the purpose of exercising control or management is as follows:
The Fund may not invest in any company for the purpose of exercising control
or management.
The Board recommends that shareholders of each Fund vote to eliminate this
restriction. There is no legal requirement that a fund have an affirmative
policy on investment for the purpose of exercising control or management if it
does not intend to make investments for that purpose. The Funds have no
intention of investing in any company for the purpose of exercising control or
management. By eliminating this restriction, the Board may, however, be able
to authorize such a strategy in the future if it concludes that doing so would
be in the best interests of a Fund and its shareholders.
11
<PAGE>
i. Modification of fundamental restriction on underwriting securities
Each Fund's current fundamental restriction on underwriting securities is as
follows:
The Fund may not engage in the underwriting of any securities, except
insofar as the Fund may be deemed an underwriter under the Securities
Act of 1933 in disposing of a portfolio security.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not underwrite securities of other issuers, except insofar
as it may be deemed an underwriter under the Securities Act of 1933, as
amended, in connection with the disposition of the Fund's portfolio
securities.
The primary purpose of the proposal is to eliminate minor differences in the
wording of the Funds' current fundamental restrictions on underwriting for
greater uniformity with the fundamental restrictions of other INVESCO Funds.
j. Modification of fundamental restriction on loans
Each Fund's current fundamental restriction on loans is as follows:
The Fund may not make loans to any person, except through the purchase
of debt securities in accordance with the investment policies of the
Fund, or the lending of portfolio securities to broker-dealers or other
institutional investors, or the entering into repurchase agreements
with member banks of the Federal Reserve System, registered broker-
dealers and registered government securities dealers. The aggregate
value of all portfolio securities loaned may not exceed 33 1/3% of the
Fund's total assets (taken at current value). No more than 10% of the
Fund's total assets may be invested in repurchase agreements maturing
in more than seven days.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not 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.
The primary purpose of the proposal is to eliminate the restriction
regarding repurchase agreements and to conform to 1940 Act requirements
regarding the lending of securities. The Funds' ability to invest in
repurchase agreements maturing in more than seven days will be restricted in
accordance with the non-fundamental restriction on investment in illiquid
securities, discussed in 2.d., above. The Board believes that the adoption of
the proposed fundamental restriction is no more limiting than is required
under the 1940 Act. In addition, the Board believes the proposal will provide
greater flexibility, maximize each Fund's lending capabilities and conform to
the fundamental restrictions of other INVESCO Funds on the lending of Fund
securities.
k. Elimination of fundamental restriction on Fund ownership of securities also
owned by directors and officers of each Fund or its investment adviser
Each Fund's current fundamental restriction concerning Fund ownership of
securities also owned by directors and officers of each Fund or its investment
adviser is as follows:
The Fund may not purchase securities of any company in which any officer
or director of the Fund or its investment adviser owns more than 1/2 of
1% of the outstanding securities of such company and in which the
officers and directors of the Fund and its investment adviser, as a
group, own more than 5% of such securities.
12
<PAGE>
The Board recommends the elimination of this fundamental restriction. Funds
are not legally required to have a fundamental restriction limiting or
prohibiting the purchase of securities of companies that are also owned by
affiliated parties of the fund. This restriction was derived from state laws
that are no longer applicable. The concerns that this restriction was designed
to address are sufficiently safeguarded against by provisions of the 1940 Act
applicable to the Funds, as well as by each Fund's other investment policies.
Specifically, to the extent this restriction seeks to limit possible conflicts
of interest arising out of transactions with affiliated parties, the
restriction is unnecessary and unduly burdensome because the Funds are subject
to the extensive affiliated transaction provisions of the 1940 Act. Because
this restriction does not provide any additional protections to shareholders
and may hinder the Board in pursuing investment strategies that may be
advantageous to a Fund, the Board recommends that this restriction be
eliminated.
l. Modification of fundamental restriction on issuer diversification
Each Fund's current fundamental restriction on issuer diversification is as
follows:
The Fund may not, with respect to seventy-five percent (75%) of the
Fund's total assets, purchase the securities of any one issuer (except
cash items and "government securities" as defined under the 1940 Act),
if the purchase would cause the Fund to have more than 5% of the value
of its total assets invested in the securities of such issuer or to own
more than 10% of the outstanding voting securities of such issuer.
The Board recommends that this restriction be replaced with the following
fundamental restriction:
The Fund may not, 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 the Fund's total assets would be invested
in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer.
The primary purpose of the modification is to revise each Fund's fundamental
restriction on issuer diversification to conform to a restriction that is
expected to become standard for all INVESCO Funds. In addition, the proposal
would provide each Fund's managers with greater investment flexibility because
it would allow a Fund to invest in other investment companies, to the extent
permitted by the 1940 Act. The ability of mutual funds to invest in other
investment companies currently is generally restricted by rules under the 1940
Act, including a rule limiting all such investments to 10% of the mutual
fund's total assets and investment in any one investment company to an
aggregate of 5% of the value of the investing fund's total assets and 3% of
the total outstanding voting stock of the acquired investment company.
m. Elimination of fundamental restriction on investing in securities of newly
formed issuers
Each Fund's current fundamental restriction on investing in the securities
of newly formed issuers is as follows:
The Fund may not invest more than 5% of its total assets in an issuer
having a record, together with predecessors, of less than three years'
continuous operation.
The Board recommends the elimination of this fundamental restriction. This
restriction is derived from a state "blue sky" requirement that has been
preempted by recent amendments of the federal securities laws. Companies with
less than three years of continuous operation are typically referred to as
newly formed issuers or "unseasoned issuers." Because newly formed companies
have no proven track record in business, their prospects may be uncertain.
Their securities may fluctuate in price more widely than securities of
established companies. The Board
13
<PAGE>
believes that elimination of the fundamental restriction will provide the
Funds with greater investment flexibility. If this proposed revision is
approved, each Fund could invest in the securities of newly formed issuers, in
accordance with that Fund's investment objective, policies and limitations.
n. Elimination of fundamental restriction on industry concentration
(Technology Fund--Class I and Class II only)
The Technology Fund--Class I's and Class II's current fundamental
restriction on industry concentration is as follows:
The Fund may not invest more than 25% of its total assets (taken at
market value at the time of each investment) in the securities of
issuers in any one industry.
The Board of Directors recommends the elimination of this fundamental
restriction. The elimination of this restriction would give the Fund greater
investment flexibility by permitting it to acquire larger positions in the
securities of issuers in particular areas of the technology industry,
consistent with its investment objective and strategies as a sector fund. This
increased flexibility could provide opportunities to enhance the Fund's
performance. Investing a larger percentage of the Fund's assets in a single
industry sector increases the Fund's exposure to risks associated with an
investment in that particular industry sector.
Required Vote. Approval of Proposal 2 with respect to a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, which for this purpose means the affirmative vote of the lesser of
(1) 67% or more of the shares of that Fund present at the Meeting or
represented by proxy if more than 50% of the outstanding shares of that Fund
are so present or represented, or (2) more than 50% of the outstanding shares
of that Fund. Shareholders who vote "for" Proposal 2 will vote "for" each
proposed change described above. Those shareholders who wish to vote against
any of the specific proposed changes described above may do so on the proxy
provided.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3: TO ELECT THE DIRECTORS OF SECTOR FUNDS
The Board has nominated the individuals identified below for election to the
Board at the Meeting. Sector Funds currently has ten directors. Vacancies on
the Board are generally filled by appointment by the remaining directors.
However, the 1940 Act provides that vacancies may not be filled by directors
unless thereafter at least two-thirds of the directors shall have been elected
by shareholders. To ensure continued compliance with this rule without
incurring the expense of calling additional shareholder meetings, shareholders
are being asked at this Meeting to elect the current ten directors to hold
office until the next meeting of shareholders. Consistent with the provisions
of Sector Funds' by-laws, and as permitted by Maryland law, Sector Funds does
not anticipate holding annual shareholder meetings. Thus, the directors will
be elected for indefinite terms, subject to termination or resignation. Each
nominee has indicated a willingness to serve if elected. If any of the
nominees should not be available for election, the persons named as proxies
(or their substitutes) may vote for other persons in their discretion.
Management has no reason to believe that any nominee will be unavailable for
election.
All of the Independent Directors now being proposed for election were
nominated and selected by Independent Directors. Eight of the ten current
directors are Independent Directors.
The persons named as attorneys-in-fact in the enclosed proxy have advised
Sector Funds that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all
validly executed proxies for the election of the nominees named below.
14
<PAGE>
The nominees for director, their ages, a description of their principal
occupations, the number of Sector Funds' shares owned by each, and their
respective memberships on Board committees are listed in the table below.
<TABLE>
<CAPTION>
Number of
Company Shares
Director or Beneficially Owned
Principal Occupation and Executive Directly or
Name, Position with Business Experience (during Officer of Indirectly on Member of
Company, and Age the past five years) Company Since December 31, 1998(1) Committee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles W. Brady, Chief Executive Officer and 1993 0 (3),(5),(6)
Chairman of the Board, Director of AMVESCAP PLC
Age 63* London, England, and of
various subsidiaries
thereof. Chairman of the
Board of INVESCO Global
Health Sciences Fund.
Fred A. Deering, Trustee of INVESCO Global 1993 142.9830 (2),(3),(5)
Vice Chairman of the Health Sciences Fund.
Board, Formerly, Chairman of the
Age 71 Executive Committee and
Chairman of the Board of
Security Life of Denver
Insurance Company, Denver,
Colorado; Director of ING
American Holdings Company,
and First ING Life Insurance
Company of New York.
Mark H. Williamson, President, Chief Executive 1998 0 (3),(5)
President, Chief Officer, and Director,
Executive Officer and INVESCO Distributors Inc.;
Director, President, Chief Executive
Age 47* Officer, and Director,
INVESCO; President, Chief
Operating Officer, and
Trustee, INVESCO Global
Health Sciences Fund.
Formerly, Chairman of the
Board and Chief Executive
Officer, NationsBanc
Advisors, Inc. (1995-1997);
Chairman of the Board,
NationsBanc Investments,
Inc. (1997-1998).
Dr. Victor L. Andrews, Professor Emeritus, Chairman 1993 142.9830 (4),(6),(8)
Director, Age 68 Emeritus and Chairman of the
CFO Roundtable of the
Department of Finance at
Georgia State University,
Atlanta, Georgia; and
President, Andrews Financial
Associates, Inc. (consulting
firm). Formerly, member of
the faculties of the Harvard
Business School and the
Sloan School of Management
of MIT. Dr. Andrews is also
a Director of the Sheffield
Funds, Inc.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number of
Company Shares
Director or Beneficially Owned
Principal Occupation and Executive Directly or
Name, Position with Business Experience (during Officer of Indirectly on Member of
Company, and Age the past five years) Company Since December 31, 1998(1) Committee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bob R. Baker, President and Chief 1993 142.9830 (3),(4),(5)
Director, Age 62 Executive Officer of AMC
Cancer Research Center,
Denver, Colorado, since
January 1989; until December
1988, Vice Chairman of the
Board, 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. Prior to 1993 990.9300 (2),(6),(7)
Director, Age 68 June 1987, Senior Vice
President and Senior Trust
Officer, InterFirst Bank,
Dallas, Texas.
Dr. Wendy Lee Gramm, Self-employed (since 1993). 1997 527.5550 (4),(8)
Director, Age 54 Professor of Economics and
Public Administration,
University of Texas at
Arlington. Formerly,
Chairman, Commodities
Futures Trading Commission
(1988-1993); Administrator
for Information and
Regulatory Affairs, Office
of Management and Budget
(1985-1988); Executive
Director, Presidential Task
Force on Regulatory Relief;
Director, Federal Trade
Commission's Bureau of
Economics. Director of the
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.
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Number of
Company Shares
Director or Beneficially Owned
Name, Position Principal Occupation and Executive Directly or
with Business Experience (during Officer of Indirectly on
Company, and Age the past five years) Company Since December 31, 1998(1) Member of Committee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kenneth T. King, Presently retired. Formerly, 1993 142.9830 (2),(3),(5),(6),(7)
Director, Age 73 Chairman of the Board, The
Capitol Life Insurance
Company, Providence
Washington Insurance
Company, and Director of
numerous U.S. subsidiaries
thereof. Formerly, Chairman
of the Board, The Providence
Capitol Companies in the
United Kingdom and Guernsey.
Until 1987, Chairman of the
Board, Symbion Corporation.
John W. McIntyre, Presently retired. Formerly, 1995 142.9830 (2),(3),(5),(7)
Director, Age 68 Vice Chairman of the Board,
The Citizens and Southern
Corporation; Chairman of the
Board and Chief Executive
Officer, The Citizens and
Southern Georgia
Corporation; Chairman of the
Board and Chief Executive
Officer, The Citizens and
Southern National Bank.
Trustee of INVESCO Global
Health Sciences Fund, Gables
Residential Trust,
Employee's Retirement System
of Georgia, Emory
University, and J.M. Tull
Charitable Foundation;
Director of Kaiser
Foundation Health Plan of
Georgia, Inc.
Dr. Larry Soll, Presently retired. Formerly, 1997 1,543.63 (4),(8)
Director, Age 56 Chairman of the Board (1987-
1994), Chief Executive
Officer (1982-1989 and 1993-
1994) and President (1982-
1989) of Synergen, Inc.
Director of Synergen, Inc.
since incorporation in 1982.
Director of Isis
Pharmaceuticals, Inc.
Trustee of INVESCO Global
Health Sciences Fund.
</TABLE>
* Because of his affiliation with INVESCO, with the Fund's investment
adviser, or with companies affiliated with INVESCO, this individual is
deemed to be an "interested person" of Sector Funds as that term is defined
in the 1940 Act.
17
<PAGE>
(1) As interpreted by the SEC, a security is beneficially owned by a person
if that person has or shares voting power or investment power with
respect to that security. The persons listed have partial or complete
voting and investment power with respect to their respective Fund
shares.
(2) Member of the Audit Committee
(3) Member of the Executive Committee
(4) Member of the Management Liaison Committee
(5) Member of the Valuation Committee
(6) Member of the Compensation Committee
(7) Member of the Soft Dollar Brokerage Committee
(8) Member of the Derivatives Committee
The Board has audit, management liaison, soft dollar brokerage and
derivatives committees, consisting of Independent Directors, and compensation,
executive and valuation committees, consisting of Independent Directors and
non-independent directors. The Board does not have a nominating committee. The
audit committee, consisting of four Independent Directors, meets quarterly
with the independent accountants and executive officers of Sector Funds. This
committee reviews the accounting principles being applied by Sector Funds in
financial reporting, the scope and adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.
All of the recommendations of the audit committee are reported to the full
Board. During the intervals between the meetings of the Board, the executive
committee may exercise all powers and authority of the Board in the management
of Sector Funds' business, except for certain powers which, under applicable
law and/or Sector Funds' by-laws, may only be exercised by the full Board. All
decisions are subsequently submitted for ratification by the Board. The
management liaison committee meets quarterly with various management personnel
of INVESCO in order to facilitate better understanding of management and
operations of Sector Funds, and to review legal and operational matters that
have been assigned to the committee by the Board, in furtherance of the
Board's overall duty of supervision. The soft dollar brokerage committee meets
periodically to review soft dollar transactions by the Funds, and to review
policies and procedures of the Funds' adviser with respect to soft dollar
brokerage transactions. The committee then reports on these matters to the
Board. The derivatives committee meets periodically to review derivatives
investments made by the Funds. The committee monitors derivatives usage by the
Funds and the procedures utilized by the Funds' adviser to ensure that the use
of such instruments follows the policies on such instruments adopted by the
Board. The committee then reports on these matters to the Board.
Each Independent Director receives an annual retainer of $56,000 for their
service to the INVESCO Funds. Additionally, each Independent Director receives
$3,000 for in-person attendance at each board meeting and $1,000 for in-person
attendance at each committee meeting. The chairman of the audit and management
liaison committees receive an annual fee of $4,000 for serving in such
capacity.
During the past fiscal year, the Board met four times, the audit committee
met four times, the compensation committee met once, the management liaison
committee met four times, the soft dollar brokerage committee met twice, and
the derivatives committee met once. The executive committee did not meet.
During Sector Funds' last fiscal year, each director attended 75% or more of
the Board meetings and meetings of the committees of the Board on which he or
she served.
The Independent Directors nominate individuals to serve as Independent
Directors, without any specific nominating committee. The Board ordinarily
will not consider unsolicited director nominations recommended by a Fund's
shareholders. The Board, including its Independent Directors, unanimously
approved the nomination of the foregoing persons to serve as directors and
directed that the election of these nominees be submitted to each Fund's
shareholders.
18
<PAGE>
The following table sets forth information relating to the compensation paid
to directors during the last fiscal year:
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY SECTOR FUNDS TO DIRECTORS
<TABLE>
<CAPTION>
Total
Compensation
from Sector
Funds and
Pension or the other 14
Aggregate Retirement Estimated INVESCO
Compensation Benefits Accrued Annual Funds Paid
from Sector as Part of Sector Benefits Upon to
Name of Person, Position Funds(1) Funds' Expenses(2) Retirement(3) Directors(1)
------------------------ ------------ ------------------ ------------- ------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice Chairman of the Board and Director $ 18,066 $10,018 $ 6,429 $103,700
Dr. Victor L. Andrews, Director $ 17,422 $ 9,467 $ 7,442 $ 80,350
Bob R. Baker, Director $ 18,311 $ 8,454 $ 9,973 $ 84,000
Lawrence H. Budner, Director $ 16,934 $ 9,467 $ 7,442 $ 79,350
Daniel D. Chabris(4), Director $ 17,581 $10,234 $ 5,553 $ 70,000
Dr. Wendy L. Gramm, Director $ 16,350 $ 0 $ 0 $ 79,000
Kenneth T. King, Director $ 15,966 $10,404 $ 5,831 $ 77,050
John W. McIntyre, Director $ 16,606 $ 0 $ 0 $ 98,500
Dr. Larry Soll, Director $ 16,606 $ 0 $ 0 $ 96,000
-------- ------- ------- --------
TOTAL $153,842 $58,044 $42,670 $767,950
======== ======= ======= ========
AS A PERCENTAGE OF
NET ASSETS 0.0035%(5) 0.0013%(5) 0.0035%(6)
</TABLE>
- --------
(1) The Vice Chairman of the Board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and
Independent Director members of the committees of each Fund receive
compensation for serving in such capacities in addition to the compensation
paid to all Independent Directors.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the directors.
(3) These figures represent the Funds' share of the estimated annual benefits
payable by the INVESCO Complex (excluding INVESCO Global Health Sciences Fund
which does not participate in this retirement plan) 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 Complex, and for other reasons during the period in which
retirement benefits are accrued on behalf of the respective directors. This
results in lower estimated benefits for directors who are closer to retirement
and higher estimated benefits for directors who are farther from retirement.
With the exception of Drs. Soll and Gramm, each of these directors has served
as director of one or more of 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 will not
be included in the calculation of retirement benefits until November 1, 1999.
(4) Mr. Chabris retired as a director effective September 30, 1998.
(5) Total as a percentage of the Funds' net assets as of October 31, 1998.
(6) Total as a percentage of the net assets of the 15 INVESCO Funds in the
INVESCO Complex as of December 31, 1998.
Sector Funds pays its Independent Directors, Board vice chairman, committee
chairmen and committee members the fees described above. Sector Funds also
reimburses its Independent Directors for travel expenses incurred in
19
<PAGE>
attending meetings. Charles W. Brady, Chairman of the Board, and Mark H.
Williamson, President, Chief Executive Officer, and Director, as "interested
persons" of Sector Funds and of other INVESCO Funds, receive compensation and
are reimbursed for travel expenses incurred in attending meetings as officers
or employees of INVESCO or its affiliated companies, but do not receive any
director's fees or other compensation from Sector Funds or other INVESCO Funds
for their services as directors.
The overall direction and supervision of each Fund is the responsibility of
the Board, which has the primary duty of ensuring that each Fund's general
investment policies and programs are adhered to and that each Fund is properly
administered. The officers of each Fund, all of whom are officers and
employees of and paid by INVESCO, are responsible for the day-to-day
administration of the Funds. The investment adviser for a Fund has the primary
responsibility for making investment decisions on behalf of that Fund. These
investment decisions are reviewed by the investment committee of INVESCO.
All of the officers and directors of Sector Funds hold comparable positions
with the following INVESCO Funds: INVESCO Bond Funds, Inc. (formerly, INVESCO
Income Funds, Inc.), INVESCO Combination Stock & Bond Funds, Inc. (formerly,
INVESCO Flexible Funds, Inc. and INVESCO Multiple Asset Funds, Inc.), INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO
Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.), INVESCO Industrial
Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market
Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Stock Funds, Inc.
(formerly, INVESCO Equity Funds, Inc. and INVESCO Capital Appreciation Funds,
Inc.), INVESCO Tax-Free Income Funds, Inc., INVESCO Variable Investment Funds,
Inc., INVESCO Value Trust, and INVESCO Treasurer's Series Trust ("INVESCO
Funds").
The Boards of the Funds managed by INVESCO have adopted a Defined Benefit
Deferred Compensation Plan (the "Plan") for the non-interested directors and
trustees of the Funds. Under the Plan, each director or trustee 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 director (normally at
retirement age 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 or 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 or her or
to his or her beneficiary or estate. If a Qualified Director becomes disabled
or dies either prior to age 72 or during his or 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 or 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 Funds began making payments to Mr. Chabris as of October 1,
1998 under the Plan. Sector Funds has no stock options or other pension or
retirement plans for management or other personnel and pays no salary or
compensation to any of its officers.
The Independent Directors have contributed to a deferred compensation 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
20
<PAGE>
- --------
Required Vote. Election of each nominee as a director of Sector Funds
requires the affirmative vote of a plurality of votes cast at the Meeting in
person or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES IN PROPOSAL 3.
PROPOSAL 4: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Sector Funds, including all of its Independent Directors, has
selected PricewaterhouseCoopers LLP to continue to serve as independent
accountants of each Fund, subject to ratification by each Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material
indirect financial interest in any Fund. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have
been given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the Board reviewed the nature and
scope of the services to be provided (including non-audit services) and
whether the performance of such services would affect the accountants'
independence.
Required Vote. Ratification of the selection of PricewaterhouseCoopers LLP
as independent accountants requires the affirmative vote of a majority of the
votes present at the Meeting, provided a quorum is present.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 4.
INFORMATION CONCERNING ADVISER, SUB-ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as each Fund's investment adviser,
and provides other services to each Fund and Sector Funds. INVESCO
Distributors, Inc. ("IDI"), a Delaware corporation that serves as each Fund's
distributor, is a wholly owned subsidiary of INVESCO. INVESCO is a wholly
owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315
Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly
owned subsidiary of AMVESCAP PLC(/1/). The corporate headquarters of AMVESCAP
PLC are located at 11 Devonshire Square, London, EC2M 4YR, England. INVESCO's
and IDI's offices are located at 7800 East Union Avenue, Denver, Colorado
80237. INVESCO currently serves as investment adviser of 14 open-end
investment companies having approximate aggregate net assets in excess of
$21.1 billion as of December 31, 1998.
The principal executive officers and directors of INVESCO and their
principal occupations are:
Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director, also, President and Chief Executive Officer of IDI; and
Charles P. Mayer, Senior Vice President and Director, also, Senior Vice
(/1/) The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., AMVESCAP Group Services, Inc., AVZ, Inc. and INVESCO North
American Group, Ltd., each of which is wholly owned by its immediate parent.
INVESCO Funds. The deferred amounts have been invested in shares of certain
INVESCO Funds. Each Independent Director may, therefore, be deemed to have an
indirect interest in shares of each such INVESCO Fund, in addition to any Fund
shares that they may own directly or beneficially.
21
<PAGE>
President and Director of IDI; Ronald L. Grooms, Director, Senior Vice-
President and Treasurer, also, Director, Senior Vice-President and Treasurer
of IDI; Richard W. Healey, Senior Vice President and Director, also, Senior
Vice President and Director of IDI; Timothy J. Miller, Senior Vice President
and Director, also, Senior Vice President and Director of IDI; and Glen A.
Payne, Senior Vice-President, Secretary and General Counsel, also Senior Vice-
President, Secretary and General Counsel of IDI.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
Pursuant to an Administrative Services Agreement between Sector Funds and
INVESCO, INVESCO provides administrative services to Sector Funds, including
sub-accounting and recordkeeping services and functions. During the fiscal
year ended October 31, 1998, Sector Funds paid INVESCO, which also serves as
Sector Funds' registrar, transfer agent and dividend disbursing agent, total
compensation of $11,866,418 and administrative fees for such services.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of the
persons designated in the proxies.
SHAREHOLDERS PROPOSALS
Sector Funds does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of
proxy for a subsequent shareholders' meeting should send their written
proposals to the Secretary of Sector Funds, 7800 East Union Avenue, Denver,
Colorado 80237. Sector Funds has not received any shareholder proposals to be
presented at this Meeting.
By order of the Board of Directors,
/s/ Glen A. Payne
-----------------
Glen A. Payne
Secretary
March 23, 1999
22
<PAGE>
APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
5% or more of a Fund's outstanding equity securities.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Ownership Percent
- ---------------- --------------- -------
<S> <C> <C>
Beneficial owners of 5% or more of Energy Fund
----------------------------------------------
Charles Schwab & Co. Inc. 4,539,708.5230 38.79%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 673,352.3660 5.75%
The Exclusive Benefit of Customers Record
One World Financial Center
200 Liberty Street, 5th Floor
Attn: Kate-Recon
New York, NY 10281-5500
Beneficial owners of 5% or more of Environmental Services Fund
--------------------------------------------------------------
Charles Schwab & Co. Inc. 388,388.7450 23.03%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Beneficial owners of 5% or more of Financial Services Fund
-----------------------------------------------------------
Charles Schwab & Co. Inc. 15,344,854.4230 31.59%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 2,617,027.2850 5.39%
The Exclusive Benefit of Customers Record
One World Financial Center
200 Liberty Street, 5th Floor
Attn: Kate-Recon
New York, NY 10281-5500
Beneficial owners of 5% or more of Gold Fund
---------------------------------------------
Charles Schwab & Co. Inc. 15,719,662.9660 29.65%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Ownership Percent
- ---------------- --------------- -------
<S> <C> <C>
Beneficial owners of 5% or more of Health Sciences Fund
--------------------------------------------------------
Charles Schwab & Co. Inc. 7,313,833.7560 26.73%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 1,543,749.9830 5.64%
The Exclusive Benefit of Customers Record
One World Financial Center
200 Liberty Street, 5th Floor
Attn: Kate-Recon
New York, NY 10281-5500
Beneficial owners of 5% or more of Leisure Fund
------------------------------------------------
Charles Schwab & Co. Inc. 2,422,304.1980 25.93%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Beneficial owners of 5% or more of Technology Fund-Class I
-----------------------------------------------------------
State Street Global Adv. Trust 6,484,233.3820 100.00%
Boeing Company Master Trust Record
105 Rosemont Avenue
Westwood, MA 02090-2318
Beneficial owners of 5% or more of Technology Fund-Class II
------------------------------------------------------------
Charles Schwab & Co. Inc. 10,100,916.8800 32.10%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Beneficial owners of 5% or more of Utilities Fund
--------------------------------------------------
Charles Schwab & Co. Inc. 4,652,217.1870 40.15%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
</TABLE>
A-2
<PAGE>
APPENDIX B
PLAN OF LIQUIDATION AND TERMINATION
INVESCO ENVIRONMENTAL SERVICES FUND
THIS PLAN OF LIQUIDATION AND TERMINATION ("Plan") is made by INVESCO Sector
Funds, Inc., a Maryland open-end investment company ("Corporation"), with
respect to INVESCO Environmental Services Fund, a segregated portfolio of
assets ("series") thereof ("Fund").
WHEREAS, the Corporation's board of directors ("Board") has determined that
liquidation and termination of the Fund is in the best interests of the
Corporation and the Fund and accordingly has adopted this Plan;
WHEREAS, Article First, Section Fifth, Paragraph (4), of the Corporation's
Articles of Restatement of the Articles of Incorporation, the Board may redeem
shares of any series of stock from its shareholders; and
WHEREAS, liquidation of the Fund as a series of the Corporation requires the
affirmative vote of the lesser of (1) 67% of the Fund's shares present at a
meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares ("Required Vote").
NOW THEREFORE, this Plan shall be effective upon receipt of the Required
Vote.
ARTICLE I. Actions to Be Taken Prior to Liquidation
(a) As directed by the Board, the Fund shall proceed with the business of
winding up its affairs.
(b) The Board shall authorize the appropriate parties to wind up the Fund's
affairs, and all the powers of the Corporation's directors under its Articles
of Incorporation and by-laws shall continue with respect to the Fund until its
affairs have been wound up, including the powers to (i) fulfill or discharge
the Fund's contracts, (ii) collect the Fund's assets, (iii) sell, convey,
assign, exchange, transfer, or otherwise dispose of all or any part of the
remaining property of the Fund to one or more persons at public or private
sale for consideration that may consist in whole or in part of cash,
securities, or other property of any kind, (iv) discharge or pay the Fund's
liabilities, (v) prosecute, settle, or compromise claims of the Fund or to
which the Fund is subject, (vi) file final state and federal tax returns for
the Fund, (vii) mail notice to all known creditors and employees, if any, of
the Fund, at their respective addresses shown on the Fund's records, and
(viii) do all other acts necessary or appropriate to wind up the Fund's
business.
(c) As directed by the Board, the Corporation shall make one or two
liquidating distributions to the Fund's shareholders of record as of the date
of the Required Vote (individually a "Shareholder" and collectively
"Shareholders") in cancellation and redemption of their Fund shares. The
amount of each liquidating distribution to each Shareholder shall be in
proportion to the number of Fund shares held thereby.
ARTICLE II. Filings with the State of Maryland
(a) The Board shall authorize the appropriate parties to file for and obtain
(i) a tax clearance certificate from the Comptroller of the Treasury of
Maryland or the collector of taxes stating that all taxes payable by the Fund
have been paid or provided for and (ii) if the Fund has employees, a
certificate from the Secretary of Economic and Employment Development of
Maryland stating that all unemployment insurance contribution, reimbursement
payments, and interest have been paid or provided for.
B-1
<PAGE>
(b) Upon cancellation of the Fund shares, the Board shall authorize the
appropriate parties to file Articles Supplementary with the Maryland
Department of Assessments and Taxation to eliminate the total number of shares
of stock allocated to the Fund and decrease, by an identical amount, the
aggregate number of shares of stock the Corporation has authority to issue.
ARTICLE III. Liquidation Procedures
(a) The Board shall authorize all actions to be taken such that the Fund
will apply its assets to the payment of all its existing debts and
obligations, including necessary expenses of redeeming and canceling the Fund
shares.
(b) On the date of the Required Vote, the interest of each Shareholder shall
be fixed and the books of the Funds shall be closed.
(c) As soon as reasonably practicable after (1) the Required Vote, (2)
paying or adequately providing for the payment of all Fund liabilities, and
(3) receipt of such releases, indemnities, and refunding agreements as the
Board deems necessary for its protection, the Board shall cause the remaining
assets of the Fund to be distributed in one or two (if necessary)
distributions of cash payments, with each Shareholder receiving his, her, or
its proportionate share of each payment, in cancellation and redemption of
his, her, or its Fund shares.
(d) If the Board is unable to make distributions to all the Shareholders
because of the inability to locate Shareholders to whom distributions in
cancellation and redemption of Fund shares are payable, the Board may create,
in the name and on behalf of the Fund, a trust with a financial institution
and, subject to applicable abandoned property laws, deposit any remaining
assets of the Fund in such trust for the benefit of the Shareholders that
cannot be located. The expenses of such trust shall be charged against the
assets therein.
ARTICLE IV. Amendment of this Plan
The Board may authorize variations from, or amendments of, the provisions of
this Plan (other than the terms of the liquidating distributions) that it
deems necessary or appropriate to effect the distributions in cancellation and
redemption of the Fund shares and the liquidation and termination of the
Fund's existence.
ARTICLE V. Expenses
The Fund shall bear 50% of all the expenses incurred in connection with
carrying out this Plan, including the cost of soliciting proxies, liquidating
its assets, and terminating its existence, and the remaining 50% will be borne
by INVESCO Funds Group, Inc.
B-2
<PAGE>
[Name and Address]
INVESCO ENERGY FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Energy Fund, a series of the Company
("Fund"). The undersigned hereby appoints as proxies Fred A. Deering and Mark
H. Williamson, and each of them (with power of substitution), to vote all shares
of common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 East Union Avenue, Denver, Colorado 80237,
and any adjournment thereof ("Meeting"), with all the power the undersigned
would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO ENERGY FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals
FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes
to one or more of the specific fundamental
investment restrictions, but to approve
others, PLACE AN "X" IN THE BOX AT LEFT
and indicate the letter(s) (as set forth
in the proxy statement) of the investment
restriction or restrictions you do not want
to change on the line on the reverse side.
If you choose to vote differently on
individual restrictions, you must mail in
your proxy card. If you choose to vote
the same on all restrictions pertaining
to your fund, telephone and Internet
voting are available.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------- -----------------------------------
Signature Date
- ----------------------------------------------------------------- -----------------------------------
Signature (Joint Owners) Date
</TABLE>
<PAGE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. _________________________________________________________________
<PAGE>
[Name and Address]
INVESCO ENVIRONMENTAL SERVICES FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Environmental Services Fund, a series of
the Company ("Fund"). The undersigned hereby appoints as proxies Fred A.
Deering and Mark H. Williamson, and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in the Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 East Union Avenue, Denver,
Colorado 80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO ENVIRONMENTAL SERVICES FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
[_] [_] [_]
1. Approval of a Plan to liquidate the assets of
the Fund and terminate the Fund;
FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
</TABLE>
2. Approval of changes to the fundamental investment restrictions;
[_] To vote against the proposed changes to one or more of the specific
fundamental investment restrictions, but to approve others, PLACE AN "X" IN
THE BOX AT LEFT and indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line on the reverse side. If you choose to vote differently on
individual restrictions,
<PAGE>
you must mail in your proxy card. If you choose to vote the same on all
restrictions pertaining to your fund, telephone and Internet voting are
available.
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------ ----------------------------------------------
Signature Date
- ------------------------------------------------------------------ ----------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. _____________________________
<PAGE>
[Name and Address]
INVESCO FINANCIAL SERVICES FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Financial Services Fund, a series of the
Company ("Fund"). The undersigned hereby appoints as proxies Fred A. Deering
and Mark H. Williamson, and each of them (with power of substitution), to vote
all shares of common stock of the undersigned in the Fund at the Special Meeting
of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20,
1999, at the offices of the Company, 7800 East Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO FINANCIAL SERVICES FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes to one
or more of the specific fundamental investment
restrictions, but to approve others, PLACE AN "X"
IN THE BOX AT LEFT and indicate the letter(s) (as
set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line on the reverse side. If
you choose to vote differently on individual
restrictions, you must mail in your proxy card.
If you choose to vote the same on all
restrictions pertaining to your fund, telephone
and Internet voting are available.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------- -----------------------------------------------
Signature Date
- ----------------------------------------------------------------- -----------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. ___________________________________
<PAGE>
INVESCO GOLD FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Gold Fund, a series of the Company
("Fund"). The undersigned hereby appoints as proxies Fred A. Deering and Mark
H. Williamson, and each of them (with power of substitution), to vote all shares
of common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 East Union Avenue, Denver, Colorado 80237,
and any adjournment thereof ("Meeting"), with all the power the undersigned
would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO GOLD FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes to one
or more of the specific fundamental investment
restrictions, but to approve others, PLACE AN "X"
IN THE BOX AT LEFT and indicate the letter(s) (as
set forth in the proxy statement) of the
investment restriction or restrictions you do
not want to change on the line on the reverse
side. If you choose to vote differently on
individual restrictions, you must mail in your
proxy card. If you choose to vote the same on
all restrictions pertaining to your fund,
telephone and Internet voting are available.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------ ----------------------------------------------
Signature Date
- ------------------------------------------------------------------ ----------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. _______________________________
<PAGE>
[Name and Address]
INVESCO HEALTH SCIENCES FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Health Sciences Fund, a series of the
Company ("Fund"). The undersigned hereby appoints as proxies Fred A. Deering
and Mark H. Williamson, and each of them (with power of substitution), to vote
all shares of common stock of the undersigned in the Fund at the Special Meeting
of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20,
1999, at the offices of the Company, 7800 East Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO HEALTH SCIENCES FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes
to one or more of the specific fundamental
investment restrictions, but to approve
others, PLACE AN "X" IN THE BOX AT LEFT
and indicate the letter(s) (as set forth
in the proxy statement) of the investment
restriction or restrictions you do not want to
change on the line on the reverse side. If
you choose to vote differently on individual
restrictions, you must mail in your proxy card.
If you choose to vote the same on all
restrictions pertaining to your fund,
telephone and Internet voting are available.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------- ---------------------------------------------
Signature Date
- ---------------------------------------------------------------- ---------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on individual
restrictions, you must mail in your proxy card. If you choose to vote the same
on all restrictions pertaining to your fund, telephone and Internet voting are
available.
2. ______________________________
<PAGE>
[Name and Address]
INVESCO LEISURE FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Leisure Fund, a series of the Company
("Fund"). The undersigned hereby appoints as proxies Fred A. Deering and Mark
H. Williamson, and each of them (with power of substitution), to vote all shares
of common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 East Union Avenue, Denver, Colorado 80237,
and any adjournment thereof ("Meeting"), with all the power the undersigned
would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO LEISURE FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes
to one or more of the specific fundamental
investment restrictions, but to approve
others, PLACE AN "X" IN THE BOX AT LEFT
and indicate the letter(s) (as set forth
in the proxy statement) of the investment
restriction or restrictions you do not
want to change on the line on the reverse
side. If you choose to vote differently
on individual restrictions, you must mail
in your proxy card. If you choose to vote
the same on all restrictions pertaining to
your fund, telephone and Internet voting
are available.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------- ------------------------------------------------
Signature Date
- ----------------------------------------------------------------- ------------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. _______________________________
<PAGE>
[Name and Address]
INVESCO TECHNOLOGY FUND - CLASS I
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Technology Fund - Class I, a series of the
Company ("Fund"). The undersigned hereby appoints as proxies Fred A. Deering
and Mark H. Williamson, and each of them (with power of substitution), to vote
all shares of common stock of the undersigned in the Fund at the Special Meeting
of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20,
1999, at the offices of the Company, 7800 East Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO TECHNOLOGY FUND - CLASS I
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
[_] [_] [_]
2. Approval of change to fundamental investment
restriction 2(g): adoption of fundamental
restriction and non-fundamental restriction
on investing in another investment company;
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
<PAGE>
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
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Signature Date
- ---------------------------------------------------------------- ---------------------------------------------------
Signature (Joint Owners) Date
</TABLE>
<PAGE>
[Name and Address]
INVESCO TECHNOLOGY FUND - CLASS II
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Technology Fund - Class II, a series of
the Company ("Fund"). The undersigned hereby appoints as proxies Fred A.
Deering and Mark H. Williamson, and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in the Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 East Union Avenue, Denver,
Colorado 80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO TECHNOLOGY FUND - CLASS II
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes to
one or more of the specific fundamental
investment restrictions, but to approve
others, PLACE AN "X" IN THE BOX AT LEFT
and indicate the letter(s) (as set forth
in the proxy statement) of the investment
restriction or restrictions you do not want
to change on the line on the reverse side.
If you choose to vote differently on
individual restrictions, you must mail
in your proxy card. If you choose to vote
the same on all restrictions pertaining to
your fund, telephone and Internet voting
are available.</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------- ---------------------------------------------
Signature Date
- --------------------------------------------------------------- ---------------------------------------------
Signature (Joint Owners) Date
</TABLE>
<PAGE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. _______________________________
<PAGE>
INVESCO UTILITIES FUND
INVESCO SECTOR FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Sector Funds, Inc. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Utilities Fund, a series of the Company
("Fund"). The undersigned hereby appoints as proxies Fred A. Deering and Mark
H. Williamson, and each of them (with power of substitution), to vote all shares
of common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 East Union Avenue, Denver, Colorado 80237,
and any adjournment thereof ("Meeting"), with all the power the undersigned
would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO UTILITIES FUND
INVESCO SECTOR FUNDS, INC.
<TABLE>
<S> <C> <C> <C> <C>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[_] [_] [_]
3. Election of the Company's Board of To withhold authority to
Directors: (1) Charles W. Brady; (2) Fred A. vote, mark "For All
Deering; (3) Mark H. Williamson; (4) Dr. Victor Except" and write the
L. Andrews; (5) Bob R. Baker; (6) Lawrence H. nominee's number on the
Budner; (7) Dr. Wendy Lee Gramm; (8) Kenneth T. line below.
King; (9) John W. McIntyre; and (10) Dr. Larry
Soll;
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
[_] [_] [_]
2. Approval of changes to the fundamental
investment restrictions;
[_] To vote against the proposed changes
to one or more of the specific fundamental
investment restrictions, but to approve
others, PLACE AN "X" IN THE BOX AT LEFT
and indicate the letter(s) (as set
forth in the proxy statement) of
the investment restriction or restrictions
you do not want to change on the line on
the reverse side. If you choose to vote
differently on individual restrictions,
you must mail in your proxy card. If you
choose to vote the same on all restrictions
pertaining to your fund, telephone and
Internet voting are available.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants.
</TABLE>
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
<PAGE>
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------- ------------------------------------------------------
Signature Date
- ----------------------------------------------------------------- ------------------------------------------------------
Signature (Joint Owners) Date
</TABLE>
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line at the right. If you choose to vote differently on
individual restrictions, you must mail in your proxy card. If you choose to
vote the same on all restrictions pertaining to your fund, telephone and
Internet voting are available.
2. ________________________________
<PAGE>
March 23, 1999
Dear Environmental Services Fund Shareholder:
Enclosed with this letter you will find an important proxy statement for the
upcoming shareholder meeting on May 20. The main reason for this meeting is so
that you and the other investors in INVESCO Environmental Services Fund can vote
on a proposal by management to liquidate your Fund.
It's important to us that you understand why we are recommending this step -
which we believe is in your best interests as an investor. Here are answers to
some questions you may have about this proposal:
Why is INVESCO proposing this liquidation?
We value our relationship with you -- and we won't offer an investment we don't
believe provides you with the potential you deserve. The reasons for the
proposal are explained in more detail in the enclosed proxy statement, but they
can be summed up as investment outlook and cost.
We introduced this Fund because we believed there were significant opportunities
for aggressive investors who wished to target this sector. In the years since
the Fund's introduction, however, the market and regulatory climates have
changed, decreasing attractive investments in this sector. While there are solid
values still to be found in environmental-related stocks, it is difficult to
justify a mutual fund which invests primarily in these securities.
In addition, because of the limited potential, we have simply been unable to
attract enough shareholders and assets to run this Fund efficiently on your
behalf. Small funds tend to have higher expense ratios, shared by relatively few
investors. It does not make economic sense for either our shareholders or
INVESCO to keep managing Environmental Services Fund.
For the foreseeable future, the investment risks and costs may simply outweigh
the potential long-term rewards. Aggressive investors may be better served by
choosing sector funds which focus on other groups of industries with stronger
potential.
What happens if shareholders decide in favor of liquidation?
If that happens, the Fund's net assets will be distributed among the remaining
shareholders on the liquidation date following the shareholder meeting. You may
decide your best investment choice is to exchange your shares into another
INVESCO fund on or before that date. You may wish to consult your financial
advisor about this important decision.
INVESCO offers numerous aggressive growth opportunities, including other sector
funds. For example, you might consider INVESCO Health Sciences Fund. Like
Environmental Services Fund, it targets a specific market sector to seek higher
returns over time. Like any sector fund, Health Sciences Fund may be more
volatile than diversified stock funds. However, it also offers considerable
opportunity for strong long-term performance - for the 12 months ended 12/31/98,
it had a total return of 43.40%; for the five- and 10-year periods, average
annualized returns of 24.87% and 24.88%, respectively. (Of course, past
performance is not a guarantee of future results.)*
Or, if you are not ready to make a long-term investment decision, INVESCO Cash
Reserves Fund may be a good place to "park" your cash temporarily. (An
investment in this fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although this fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the fund.)
You may obtain more information about your INVESCO fund choices, including
management fees, expenses, and risks, by calling 1-800-646-8372 for a free
prospectus, or consult your financial advisor. Please read the prospectus
carefully before you invest or send money. We also encourage you to visit our
Web site for prospectuses and current information about all of our funds,
including performance figures and updates from the portfolio managers:
www.invesco.com.
If you are still an investor in Environmental Services Fund on the liquidation
date, you will automatically receive a check for the value of the shares which
you owned on that date.
If the fund liquidates, will there be tax consequences for me?
In order to liquidate, the Fund will sell all of its holdings. This may result
in capital gain distributions to shareholders, which are usually taxable if your
investment is not in a tax-advantaged account (like an IRA or other retirement
plan). In addition, the final price per share of the Fund may be more or less
than you originally paid for your shares; if more, then you may have taxable
gains there as well.
<PAGE>
And, as always, if you exchange into another fund, that is considered a sale and
may have tax consequences.
You should consult your own tax advisor about how a liquidation might affect
you, given your personal circumstances.
What does the fund's Board of Directors recommend?
The Board believes you should vote in favor of the liquidation. More important,
though, the directors recommend that you study the issues involved, call us with
any questions, and vote promptly to ensure that a quorum of Environmental
Services Fund shares will be represented at the shareholders meeting.
I hope this has helped you in better understanding why we are making this
proposal. If you have any questions, I encourage you to call us at 1-800-646-
8372, and one of our Investor Specialists will assist you.
Sincerely,
/s/ Mark H. Williamson
- ----------------------
Mark H. Williamson
Chairman & CEO, INVESCO Funds
P.S. Remember that you have two decisions to make very soon: How to vote on the
enclosed proxy, and how to invest if the Fund does liquidate. If we can provide
you with any information to make those choices easier, please call us.
*Total return assumes reinvestment of dividends and capital gain distributions.
Past performance is not a guarantee of future results. Investment return and
principal value will vary so that, when redeemed, an investor's shares may be
worth more or less than when purchased.
