INVESCO STRATEGIC PORTFOLIOS INC, PRES14A, 1999-03-01

INVESCO STRATEGIC PORTFOLIOS INC
PRES14A, 1999-03-01

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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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

INVESCO SECTOR FUNDS, INC.
(formerly, INVESCO Strategic Portfolios, Inc.)
------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- ------------------------------------------------------------------------------
(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:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:_________________________________________
2. Form, Schedule or Registration Statement No.:___________________
3. Filing Party:___________________________________________________
4. Date Filed:_____________________________________________________

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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.)

March 23, 1999

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 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
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
----------------------
Mark H. Williamson
President
INVESCO Sector Funds, Inc.

<PAGE>

March 23, 1999

Dear INVESCO 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.

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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 5- 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 the 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. 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

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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.

9987-3/99

<PAGE>

NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
---------------

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, and 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

<PAGE>

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
------------------
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 the toll-free number listed on the
enclosed proxy card. 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
1-516-254-7564. 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. You may
also call Shareholder Communications Corporation directly at 1-800-___-____,
extension ____, and vote by phone.

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.
- -------------------------------------------------------------------------------

<PAGE>

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

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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
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 _________; Environmental Services Fund __________;
Financial Services Fund __________; Gold Fund __________; Health Sciences Fund
__________; Leisure Fund __________; Technology Fund - Class I __________;
Technology Fund - Class II __________; and Utilities Fund __________. 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

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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
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.

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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
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

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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

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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
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.

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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.

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) below. None of the other proposed
changes to the fundamental restrictions are applicable to Technology Fund -
Class I shareholders.

6
<PAGE>

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 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
331/3% 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 331/3% 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:

7
<PAGE>

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 331/3% 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.

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

8
<PAGE>

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

9
<PAGE>

state regulations are no longer applicable, the Board recommends that
shareholders vote to eliminate this fundamental restriction to provide for
greater investment flexibility.

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

10
<PAGE>

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.

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.

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<PAGE>

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:

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.

12
<PAGE>

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.

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.

13
<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.

14
<PAGE>

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.

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

15
<PAGE>

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 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 II ONLY)

The Technology Fund - 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

16
<PAGE>

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.

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.

17
<PAGE>

NUMBER OF
DIRECTOR COMPANY
OR SHARES
EXECUTIVE BENEFICIALLY
PRINCIPAL OCCUPATION AND OFFICER OWNED
NAME, POSITION BUSINESS EXPERIENCE OF DIRECTLY OR MEMBER
WITH COMPANY, (DURING THE PAST FIVE COMPANY INDIRECTLY ON OF
AND AGE YEARS) SINCE DEC. 31, 1998(1) COMMITTEE
- ------------- ------------------------ --------- ------------- ---------
<S> <C> <C> <C> <C>

CHARLES W. Chief Executive Officer 1993 0 (3),(5), (6)
BRADY, CHAIRMAN and Director of AMVESCAP
OF THE BOARD, PLC London, England, and
AGE 63* of various subsidiaries
thereof. Chairman of the
Board of INVESCO Global
Health Sciences Fund.

FRED A. Trustee of INVESCO Global 1993 142.9830 (2),(3), (5)
DEERING, VICE Health Sciences Fund.
CHAIRMAN OF THE Formerly, Chairman of the
BOARD, 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. President, Chief 1998 0 (3), (5)
WILLIAMSON, Executive Officer, and
PRESIDENT, Director, INVESCO
CHIEF EXECUTIVE Distributors Inc.;
OFFICER, AND President, Chief
DIRECTOR, AGE Executive Officer, and
47* 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).

18
<PAGE>

DR. VICTOR L. Professor Emeritus, 1993 142.9830 (4), (6), (8)
ANDREWS, Chairman Emeritus and
DIRECTOR, AGE 65 AGE 68 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.

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. Trust Consultant. Prior 1993 990.9300 (2), (6), (7)
BUDNER, to June 1987, Senior Vice
DIRECTOR, AGE 68 President and Senior
Trust Officer, InterFirst
Bank, Dallas, Texas.

19
<PAGE>

DR. WENDY LEE Self-employed (since 1997 527.5550 (4), (8)
GRAMM, 1993). Professor of
DIRECTOR, Economics and Public
AGE 53 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 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.

KENNETH T. Presently retired. 1993 142.9830 (2), (3), (5), (6), (7)
KING, DIRECTOR, Formerly, Chairman of the
AGE 73 Board of the Capitol Life
Insurance Company,
Providence Washington
Insurance Company, and
Director of numerous
U.S. subsidiaries
thereof. Formerly,
Chairman of the Board of
the Providence Capitol
Companies in the United
Kingdom and Guernsey.
Until 1987, Chairman of
the Board, Symbion
Corporation.

20
<PAGE>

JOHN W. Presently retired. 1995 142.9830 (2), (3), (5), (7)
MCINTYRE, Formerly, Vice Chairman
DIRECTOR, AGE 68 of the Board of The
Citizens and Southern
Corporation; Chairman
of the Board and
Chief Executive Officer
of The Citizens and
Southern Georgia
Corporation; Chairman
of the Board and Chief
Executive Officer
of 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. 1997 1,543.63 (4), (8)
DIRECTOR, AGE 56 Formerly, 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 a 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.
(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

21
<PAGE>

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.

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.

The following table sets forth information relating to the compensation
paid to directors during the last fiscal year:

22
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

COMPENSATION TABLE

AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY SECTOR FUNDS TO DIRECTORS

PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS FROM SECTOR
AGGREGATE ACCRUED AS ESTIMATED FUNDS AND
COMPENSATION PART OF SECTOR ANNUAL INVESCO FUNDS
NAME OF PERSON, FROM SECTOR FUNDS BENEFITS UPON PAID TO
POSITION FUNDS(1) EXPENSES(2) RETIREMENT(3) DIRECTORS(1)
- --------------- ----------- ---------- ----------- ------------

FRED A. DEERING, $18,066 $10,018 $6,429 $103,700
VICE CHAIRMAN OF
THE BOARD AND
DIRECTOR
DR. VICTOR L. $17,422 $9,467 $7,442 $80,350
ANDREWS, DIRECTOR
BOB R. BAKER, $18,311 $8,454 $9,973 $84,000
DIRECTOR
LAWRENCE H. $16,934 $9,467 $7,442 $79,350
BUDNER, DIRECTOR
DANIEL D. $17,581 $10,234 $5,553 $70,000
CHABRIS(4),
DIRECTOR
DR. WENDY L. $16,350 $0 $0 $79,000
GRAMM, DIRECTOR
KENNETH T. KING, $15,966 $10,404 $5,831 $77,050
DIRECTOR
JOHN W. $16,606 $0 $0 $98,500
MCINTYRE,
DIRECTOR
DR. LARRY SOLL, $16,606 $0 $0 $96,000
DIRECTOR
-----------------------------------------------------------------
TOTAL $153,842 $58,044 42,670 $767,950
-----
AS A PERCENTAGE 0.0035%(5) 0.0013%(5) 0.0035%(6)
OF NET ASSETS
- ---------------
</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 Mr. McIntyre and 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.
(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 INVESCO Complex's net assets as of December 31,
1998.

23
<PAGE>

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
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
INVESCO Funds. The deferred amounts have been invested in shares of certain

24
<PAGE>

INVESCO Funds. Each Independent Director is, therefore, an indirect owner of
shares of each such INVESCO Fund, in addition to any Fund shares that may be
owned directly.

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

25
<PAGE>

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
President and Director of IDI; Ronald L. Grooms, Senior Vice-President and
Treasurer, also, Senior Vice-President and Treasurer 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.

- --------
(1) The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., INVESCO Group Services, Inc. and INVESCO North American Group,
Ltd., each of which is wholly owned by its immediate parent.

26
<PAGE>

By order of the Board of Directors,

/s/ Glen A. Payne
-----------------
Glen A. Payne
Secretary

March 23, 1999

27
<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.

Shares Of Equity Securities Beneficially Owned
NAME AND ADDRESS AMOUNT PERCENT
- ---------------- ------ -------

28
<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.

B-1
<PAGE>

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) 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.

B-2
<PAGE>

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-3

<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. ("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 [ ] and [ ], 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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

VOTE ON DIRECTORS FOR WITHHOLD FOR
ALL ALL ALL
3. Election of the Company's Board EXCEPT To withhold
of Directors; (1) Charles W. / / / / / / authority to
Brady; (2) Fred A. Deering; (3) vote for any
Mark H. Williamson; individual
(4) Dr. Victor L. Andrews; nominee(s), mark
(5) Bob R. Baker; (6) Lawrence "For All Except"
H. Budner; (7) Dr. Wendy Lee and write the
Gramm; (8) Kenneth T. King; nominee's number
(9) John W. McIntyre; and on the line
(10) Dr. Larry Soll below.
-----------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions.

/ /To vote against the proposed changes to
one or more of the specific fundamental
investment policies, but to approve
others, PLACE AN "X" IN THE BOX AT left
and indicate the number(s) (as set forth
in the proxy statement) of the investment
policy or policies you do not want to
change on the line below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

1. Approval of a Plan to liquidate the assets of / / / / / /
INVESCO Environmental Services Fund and
terminate the Fund

2. Approval of changes to the fundamental / / / / / /
investment restrictions.

/ /To vote against the proposed changes to
one or more of the specific fundamental
investment policies, but to approve others,
PLACE AN "X" IN THE BOX AT left
and indicate the number(s) (as set forth in the
proxy statement) of the investment policy or
policies you do not want to change on the line
below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies, but
to approve others, PLACE AN "X" IN THE
BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies
you do not want to change on the line
below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<PAGE>

[Name and Address]

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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies,
but to approve others, PLACE AN "X"
IN THE BOX AT left and indicate the
number(s) (as set forth in the proxy
statement)of the investment policy or
policies you do not want to change on
the line below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies,
but to approve others, PLACE AN "X" IN
THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies
you do not want to change on the line
below.

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies, but
to approve others, PLACE AN "X" IN THE
BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies
you do not want to change on the line
below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

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.

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies,
but to approve others, PLACE AN "X" IN
THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies you
do not want to change on the line
below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date

<PAGE>

[Name and Address]

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. ("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 [ ] and [ ], 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.

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[XXX] 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.

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

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

2. Approval of changes to the fundamental / / / / / /
investment restrictions

/ /To vote against the proposed
changes to one or more of the specific
fundamental investment policies, but
to approve others, PLACE AN "X" IN THE
BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies
you do not want to change on the line
below.

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

4. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Fund's
Independent Public Accountants

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-[ ] TOLL FREE OR
VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR
COMPLETED PROXY CARD TO 1-516-254-7564.

- ------------------------------------------------- ------------------------------
Signature Date

- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date