INVESCO SECTOR FUNDS INC, 485BPOS, 2000-07-24

INVESCO SECTOR FUNDS INC
485BPOS, 2000-07-24

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As filed on July 24, 2000 File No. 002-85905

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No. ----
Post-Effective Amendment No. 27 X
---- ---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---
Amendment No. 27 X
---- ---
INVESCO SECTOR FUNDS, INC.
(Formerly, INVESCO Strategic Portfolios, Inc.)
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
------------
Copies to:

Clifford J. Alexander,Esq. Ronald M. Feiman, Esq.
Kirkpatrick & Lockhart LLP Mayer, Brown & Platt
1800 Massachusetts Avenue, N.W. 1675 Broadway
Second Floor New York, New York 10019-5820
Washington, D.C. 20036-1800
------------

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

It is proposed that this filing will become effective (check appropriate box)

__ immediately upon filing pursuant to paragraph (b)
X on July 31, 2000, pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)(1)
__ on _________, pursuant to paragraph (a)(1)
__ 75 days after filing pursuant to paragraph (a)(2)
__ on _________, pursuant to paragraph (a)(2) of rule 485

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

<PAGE>

PROSPECTUS | July 31, 2000

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YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
--------------------------------------------------------------------------------
INVESCO SECTOR FUNDS, INC.

INVESCO ENERGY FUND--INVESTOR CLASS
INVESCO FINANCIAL SERVICES FUND--INVESTOR CLASS
INVESCO GOLD FUND--INVESTOR CLASS
INVESCO HEALTH SCIENCES FUND--INVESTOR CLASS
INVESCO LEISURE FUND--INVESTOR CLASS
INVESCO REAL ESTATE OPPORTUNITY FUND--INVESTOR CLASS
INVESCO TECHNOLOGY FUND--INVESTOR CLASS
INVESCO TELECOMMUNICATIONS FUND--INVESTOR CLASS
INVESCO UTILITIES FUND--INVESTOR CLASS

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

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...........................3
Fund Performance.................................................8
Fees And Expenses...............................................12
Investment Risks................................................14
Principal Risks Associated With The Funds.......................15
Temporary Defensive Positions...................................17
Portfolio Turnover..............................................17
Fund Management.................................................18
Portfolio Managers..............................................19
Potential Rewards...............................................20
Share Price.....................................................21
How To Buy Shares...............................................21
Your Account Services...........................................25
How To Sell Shares..............................................26
Taxes...........................................................28
Dividends And Capital Gain Distributions........................29
Financial Highlights............................................31

[INVESCO ICON] INVESCO

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

<PAGE>

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

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies

[ARROWS ICON] Potential Investment Risks

[GRAPH ICON] Past Performance

[INVESCO ICON] Working With INVESCO
--------------------------------------------------------------------------------
[KEY ICON][ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

FACTORS COMMON TO ALL THE FUNDS

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

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

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

<PAGE>

that INVESCO believes will generate above-average growth rates for the next
three to five years. We prefer markets and industries where leadership is in a
few hands, and we tend to avoid slower-growing markets or industries.

Growth investing may be more volatile than other investment styles because
growth stocks are more sensitive to investor perceptions of an issuing company's
growth potential. Growth-oriented funds typically will underperform
value-oriented funds when investor sentiment favors the value investing style.

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

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

The Funds are concentrated in these sectors:

[KEY ICON] INVESCO ENERGY FUND -- INVESTOR CLASS

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

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

<PAGE>

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

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

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

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

[KEY ICON] INVESCO GOLD FUND-- INVESTOR CLASS

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

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

<PAGE>

world. The market prices of the stocks of these companies tend to rise and fall
more rapidly than those of larger, more established companies. The remainder of
the Fund's portfolio focuses on major gold stocks which are leaders in their
fields. Up to 100% of the Fund's assets may be invested in foreign companies.

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

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

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

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

[KEY ICON] INVESCO LEISURE FUND -- INVESTOR CLASS

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

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

<PAGE>

[KEY ICON] INVESCO REAL ESTATE OPPORTUNITY FUND -- INVESTOR CLASS

The Fund invests primarily in the equity securities of companies doing
business in the real estate industry, including real estate investment trusts
("REITS"), which invest in real estate or interests in real estate. These
companies may also include real estate brokers, home builders or real estate
developers, companies with substantial real estate holdings, and companies with
significant involvement in the real estate industry or other real estate related
companies.

The real estate industry is highly cyclical, and the value of securities
issued by companies doing business in that sector may fluctuate widely. The real
estate industry-- and, therefore, the performance of the Fund--is highly
sensitive to national, regional and local economic conditions, interest rates,
property taxes, overbuilding, decline in value of real estate and changes in
rental income. In addition to the risks named above, REITS are also subject to
the risks of any other equity security.

[KEY ICON] INVESCO TECHNOLOGY FUND -- INVESTOR CLASS

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

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

[KEY ICON] INVESCO TELECOMMUNICATIONS FUND -- INVESTOR CLASS

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

<PAGE>

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

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

[KEY ICON] INVESCO UTILITIES FUND -- INVESTOR CLASS

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

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

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

[GRAPH ICON] FUND PERFORMANCE

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

<PAGE>
The charts below contain the following plot points:
<TABLE>
<CAPTION>

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ENERGY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(16.49%) (3.44%) (13.25%) 16.71% (7.25%) 19.80% 38.84% 19.09% (27.83%) 41.88%

Best Calendar Qtr. 9/97 28.24%
Worst Calendar Qtr. 9/98 (18.34%)
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
FINANCIAL SERVICES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(7.19%) 74.04% 26.76% 18.52% (5.89%) 39.81% 30.29% 44.79% 13.45% 0.73%

Best Calendar Qtr. 3/91 27.65%
Worst Calendar Qtr. 9/90 (20.54%)
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
GOLD FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(23.06%) (7.22%) (8.04%) 72.47% (27.85%) 12.72% 40.64% (55.50%) (22.54%) (8.99%)

Best Calendar Qtr. 3/96 46.17%
Worst Calendar Qtr. 12/97 (37.51%)
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
HEALTH SCIENCES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
25.75% 91.82% (13.74%) (8.41%) 0.94% 58.89% 11.41% 18.46% 43.40% 0.59%

Best Calendar Qtr. 3/91 32.90%
Worst Calendar Qtr. 3/93 (21.96%)
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
LEISURE FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(10.96%) 52.71% 23.39% 35.73% (4.98%) 15.79% 9.08% 26.46% 29.78% 65.59%

Best Calendar Qtr. 12/99 25.59%
Worst Calendar Qtr. 9/90 (25.01%)
-------------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------
REAL ESTATE OPPORTUNITY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------
1997 1998 1999
21.50% (23.48%) (5.50%)

Best Calendar Qtr. 9/97 14.19%
Worst Calendar Qtr. 9/98 (20.46%)
--------------------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
TECHNOLOGY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
8.57% 76.98% 18.79% 15.03% 5.27% 45.80% 21.75% 8.85% 30.12% 144.94%

Best Calendar Qtr. 12/99 66.77%
Worst Calendar Qtr. 9/90 (28.54%)
------------------------------------------------------------------------------------------------
</TABLE>

---------------------------------------------
TELECOMMUNICATIONS FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(4)
---------------------------------------------
1995 1996 1997 1998 1999
27.37% 16.81% 30.29% 40.99% 144.28%

Best Calendar Qtr. 12/99 62.22%
Worst Calendar Qtr. 9/98 (21.72%)
---------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
UTILITIES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(10.05%) 28.02% 10.76% 21.20% (9.94%) 25.25% 12.75% 24.38% 24.30% 19.88%

Best Calendar Qtr. 12/98 16.33%
Worst Calendar Qtr. 9/90 (10.07%)
------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

------------------------------------------------------------------------------------------------
Average Annual Total Return(1),(2)
As of 12/31/99
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 YEAR 5 YEARS 10 YEARS
OR SINCE INCEPTION

Energy Fund--Investor Class 41.88% 15.19% 4.38%
Financial Services--Investor Class 0.73% 24.69% 21.28%
Gold Fund--Investor Class (8.99%) (13.04%) (8.61%)
Health Sciences Fund--Investor Class 0.59% 24.78% 19.26%
Leisure Fund--Investor Class 65.59% 27.97% 22.20%
Real Estate Opportunity Fund--Investor Class (5.50%) N/A (4.23%)(3)
Technology Fund--Investor Class 144.94% 43.84% 32.77%
Telecommunications Fund--Investor Class 144.28% 46.18% 43.24%(4)
Utilities Fund--Investor Class 19.88% 21.22% 13.81%
NAREIT--Equity REIT Index(5) (4.62%) 8.09% 9.14%
S&P 500 Index(5) 21.03% 28.54% 18.19%
------------------------------------------------------------------------------------------------

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

(2) Returns for Investor Class shares of Energy, Financial Services, Gold,
Health Sciences, Leisure, Real Estate Opportunity, Technology,
Telecommunications and Utilities Funds for the calendar quarter ended June
30, 2000 were 36.15%, 0.29%, (2.91%), 16.07%, (6.03%), 12.92%, 15.48%, 8.62%
and 3.26%, respectively.

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

<PAGE>

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

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

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

You pay no fees to purchase Fund shares, to exchange to another INVESCO
fund, or to sell your shares. Accordingly, no fees are paid directly from your
shareholder account.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

ENERGY FUND
Management Fees(1) 0.75%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 0.65%
-----
Total Annual Fund Operating Expenses(1),(3),(4) 1.65%
=====

FINANCIAL SERVICES FUND
Management Fees(1) 0.64%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 0.44%
-----
Total Annual Fund Operating Expenses(1),(3),(4) 1.33%
=====

GOLD FUND
Management Fees(1) 0.75%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 1.18%
-----
Total Annual Fund Operating Expenses(1),(3),(4) 2.18%
=====

HEALTH SCIENCES FUND
Management Fees(1) 0.60%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 0.36%
-----
Total Annual Fund Operating Expenses(1),(3),(4) 1.21%
=====
<PAGE>

LEISURE FUND
Management Fees(1) 0.71%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 0.34%
-----
Total Annual Fund Operating Expenses(1),(3),(4) 1.30%
=====

REAL ESTATE OPPORTUNITY FUND
Management Fees(6) 0.75%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(3),(4),(5),(6) 1.84%
-----
Total Annual Fund Operating Expenses(3),(4),(5),(6) 2.84%
=====

TECHNOLOGY FUND
Management Fees(1) 0.46%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4) 0.19%
-----
Total Annual Fund Operating Expenses (1),(3),(4) 0.90%
=====

TELECOMMUNICATIONS FUND
Management Fees(6) 0.51%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(3),(4),(5),(6) 0.25%
-----
Total Annual Fund Operating Expenses (3),(4),(5),(6) 1.01%
=====

UTILITIES FUND
Management Fees(1) 0.75%
Distribution and Service (12b-1) Fees(2) 0.25%
Other Expenses(1),(3),(4),(5) 0.36%
-----
Total Annual Fund Operating Expenses (1),(3),(4),(5) 1.36%
=====

(1) Annualized from November 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

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

(3) Each Fund's actual Total Annual Fund Operating Expenses were lower than
the figures shown, because their custodian fees were reduced under expense
offset arrangements.

(4) The expense information presented in this table has been restated from
the financial statements to reflect a change in the transfer agency fee.

(5) Certain expenses of Real Estate Opportunity, Telecommunications, and
Utilities Funds were absorbed voluntarily by INVESCO in order to ensure
that expenses for those Funds do not exceed 1.60% (1.30% prior to June 1,
2000), 2.00% and 1.30% (1.25% prior to June 1, 2000), respectively, of
each Fund's average net assets pursuant to commitments between the Funds
and INVESCO. These commitments may be changed at any time following
consultation with the board of directors. After absorption, but excluding
any expense offset arrangements, Real Estate Opportunity Fund's Other
Expenses and Total Annual Fund Operating Expenses for the fiscal period

<PAGE>

ended March 31, 2000 were 0.46% and 1.46%, respectively, of the Fund's
average net assets; and Utilities Fund's Other Expenses and Total Annual
Fund Operating Expenses were 0.27% and 1.27%, respectively, of the Fund's
average net assets.

(6) Annualized from August 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

EXAMPLE

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

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Energy Fund $168 $520 $ 897 $1,955
Financial Services Fund $135 $421 $ 729 $1,601
Gold Fund $221 $682 $1,169 $2,513
Health Sciences Fund $123 $384 $ 665 $1,466
Leisure Fund $132 $412 $ 713 $1,568
Real Estate Opportunity Fund $287 $880 $1,499 $3,166
Technology Fund $ 92 $287 $ 498 $1,108
Telecommunications Fund $103 $322 $ 558 $1,236
Utilities Fund $138 $431 $ 745 $1,635

[ARROWS ICON] INVESTMENT RISKS

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

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

NOT INSURED. Mutual funds are not insured by the FDIC or any other
government agency, unlike bank deposits such as CDs or savings accounts. No
Guarantee. No mutual fund can guarantee that it will meet its investment
objectives.

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

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

<PAGE>

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

[ARROWS ICON] PRINCIPAL RISKS ASSOCIATED WITH THE FUNDS

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

MARKET RISK

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

FOREIGN SECURITIES RISKS

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

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

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

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

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

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

As the euro is implemented, there may be changes in the relative
strength and value of the U.S. dollar and other major currencies, as

<PAGE>

well as possible adverse tax consequences. The euro transition by EMU
countries may affect the fiscal and monetary levels of those
participating countries. The outcome of these and other uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.

LIQUIDITY RISK

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

COUNTERPARTY RISK

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

LACK OF TIMELY INFORMATION RISK

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

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

Although each Fund generally invests in equity securities of companies in
the economic sector described by its name, the Funds also may invest in other
types of securities and other financial instruments, indicated in the chart
below. Although these investments typically are not part of any Fund's principal
investment strategy, they may constitute a significant portion of a Fund's
portfolio, thereby possibly exposing a Fund and its investors to the following
additional risks.

--------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
--------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS
(ADRS)
These are securities Market Infor- Energy
issued by U.S. banks that mation, Financial Services
represent shares of Political, Gold
foreign corporations held Regulatory, Health Sciences
by those banks. Although Diplomatic, Leisure
traded in U.S. securities Liquidity Real Estate Opportunity
markets and valued in and Currency Technology
U.S. dollars, ADRs carry Risks Telecommunications
most of the risks of Utilities
investing directly in
foreign securities.
--------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
--------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which Credit and Energy
the seller of a security Counterparty Financial Services
agrees to buy it back at Risks Gold
an agreed-upon price and Health Sciences
time in the future. Leisure
Real Estate Opportunity
Technology
Telecommunications
Utilities
--------------------------------------------------------------------------------

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

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

[ARROWS ICON] PORTFOLIO TURNOVER

We actively manage and trade the Funds' portfolios. Therefore, some of the
Funds may have a higher portfolio turnover rate compared to many other mutual
funds. The Funds with higher than average portfolio turnover rates for the
fiscal period ended March 31, 2000, are:

Energy Fund 109%(1)
Health Sciences Fund 107%(1)
Real Estate Opportunity Fund 272%(2)

(1) For the period November 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

(2) For the period August 1, 1999 through March 31, 2000, the Fund's current
fiscal year end. Portfolio turnover was greater than expected during the
period due to active trading undertaken in response to market conditions.

<PAGE>

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

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $392 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
investment adviser of the Funds. INVESCO was founded in 1932 and manages over
$42 billion for more than 1,131,067 shareholders of 46 INVESCO mutual funds.
INVESCO performs a wide variety of other services for the Funds, including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

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

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fees the Funds paid to INVESCO for its
advisory services in the fiscal periods ended March 31, 2000.

--------------------------------------------------------------------------------
Advisory Fee as a Percentage of
Fund Average Annual Net Assets Under Management
--------------------------------------------------------------------------------
Energy Fund 0.75%(1)
Financial Services Fund 0.64%(1)
Gold Fund 0.75%(1)
Health Sciences Fund 0.60%(1)
Leisure Fund 0.71%(1)
Real Estate Opportunity Fund 0.75%(2)
Technology Fund 0.46%(1)
Telecommunications Fund 0.51%(2)
Utilities Fund 0.75%(1)
--------------------------------------------------------------------------------

(1) Annualized for the period November 1, 1999 through March 31, 2000, the
Fund's current fiscal year end.

<PAGE>

(2) Annualized for the period August 1, 1999 through March 31, 2000, the
Fund's current fiscal year end.

[INVESCO ICON] PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of their respective Fund's or Funds' portfolio holdings:

FUND PORTFOLIO MANAGER
Energy John S. Segner
Financial Services Jeffrey G. Morris
Gold John S. Segner
Health Sciences John R. Schroer
Leisure Mark Greenberg
Real Estate Opportunity Sean Katof
Technology William R. Keithler
Telecommunications Brian B. Hayward
Utilities Brian B. Hayward

MARK GREENBERG, a vice president of INVESCO, is the portfolio manager of
Leisure Fund. Before joining INVESCO in 1996, Mark was a vice president and
global media and entertainment analyst with Scudder, Stevens & Clark. He is a
Chartered Financial Analyst. Mark holds a B.S.B.A. from Marquette University.

BRIAN B. HAYWARD, a vice president of INVESCO, is the portfolio manager of
Telecommunications and Utilities Funds. Before joining INVESCO in 1997, Brian
was a senior equity analyst with Mississippi Valley Advisors in St. Louis,
Missouri. He is a Chartered Financial Analyst. Brian holds an M.A. in Economics
and a B.A. in Mathematics from the University of Missouri.

SEAN KATOF, a portfolio manager of INVESCO, is the portfolio manager of
Real Estate Opportunity Fund. Sean joined INVESCO in 1994. He holds an M.S. in
Finance and a B.S. in Business Administration from the University of Colorado.

WILLIAM R. KEITHLER, Director of Sector Management and a senior vice
president of INVESCO, is the portfolio manager of Technology Fund. Before
rejoining INVESCO in 1998, Bill was a portfolio manager with Berger Associates,
Inc. He is a Chartered Financial Analyst. Bill holds an M.S. from the University
of Wisconsin--Madison and a B.A. from Webster College.

JEFFREY G. MORRIS, a vice president of INVESCO, is the portfolio manager of
Financial Services Fund. Jeff joined INVESCO in 1992 and is a Chartered
Financial Analyst. He holds an M.S. in Finance from the University of
Colorado--Denver and a B.S. in Business Administration from Colorado State
University.

<PAGE>

Trust Company of the West. He is a Chartered Financial Analyst. John holds an
M.B.A. and B.S. from the University of Wisconsin--Madison.

JOHN S. SEGNER, a vice president of INVESCO, is the portfolio manager of
Energy and Gold Funds. Before joining INVESCO in 1997, John was a managing
director and principal with The Mitchell Group, Inc. He holds an M.B.A. in
Finance from the University of Texas-Austin and a B.S. in Civil Engineering from
the University of Alabama.

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

[INVESCO ICON] POTENTIAL REWARDS

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

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

SUITABILITY FOR INVESTORS

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

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

<PAGE>

[INVESCO ICON] SHARE PRICE

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

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

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

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

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

[INVESCO ICON] HOW TO BUY SHARES

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

The Funds offer multiple classes of shares. The chart in this section shows
several convenient ways to invest in the Funds. Each class represents an
identical interest in a Fund and has the same rights, except that each class
bears its own distribution and shareholder servicing charges, and other
expenses. The income attributable to each class and the dividends payable on the
shares of each class will be reduced by the amount of the distribution fee, if
applicable, and the other expenses payable by that class.

<PAGE>

There is no charge to invest, exchange or redeem shares when you make
transactions directly through INVESCO. However, if you invest in a Fund through
a securities broker, you may be charged a commission or transaction fee for
either purchases or sales of Fund shares. For all new accounts, please send a
completed application form, and specify the fund or funds and the class or
classes of shares you wish to purchase. If you do not specify a fund or funds,
your initial investment and any subsequent purchases will automatically go into
INVESCO Cash Reserves Fund - Investor Class, a series of INVESCO Money Market
Funds, Inc. You will receive a confirmation of this transaction and may contact
INVESCO to exchange into the fund you choose.

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------

BY CHECK $1,000 for regular INVESCO does not
Mail to: accounts; accept a third
INVESCO Funds Group, $250 for an IRA; party check unless
Inc., $50 minimum for it is from another
P.O. Box 173706, each subsequent financial
Denver, CO investment. institution related
80217-3706. to a retirement
You may send your plan transfer.
check by overnight
courier to:
7800 E. Union Ave.
Denver, CO 80237.
--------------------------------------------------------------------------------
BY WIRE $1,000
You may send your
payment by bank
wire (call 1-800-525-8085
for instructions).
--------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward
Call 1-800-525-8085 your bank account
to request your information to
to purchase. Upon your INVESCO prior to
telephone instructions, using this option.
INVESCO will move money
from your designated bank/
credit union checking or
savings account in order
to purchase shares.
--------------------------------------------------------------------------------
BY INTERNET $1,000 for regular You will need a Web
Go to the INVESCO accounts; browser to use this
Web site at $250 for an IRA; service. Internet
invescofunds.com $50 minimum for purchase
each subsequent transactions are
investment limited to a maxi-
mum of $25,000.

--------------------------------------------------------------------------------
REGULAR INVESTING WITH $50 per month for Like all regular
EASIVEST OR DIRECT PAYROLL EasiVest; $50 per investment plans,
PURCHASE pay period for Direct neither EasiVest nor
You may enroll on your fund Payroll Purchase. You Direct Payroll
application, or call us for may start or stop Purchase ensures a
a separate form and more your regular investment profit or protects
details. Investing the same plan at anytime, with against loss in a
amount on a monthly basis two weeks' notice to falling market.
allows you to buy more INVESCO. Because you'll
shares when prices are low invest continually,
and fewer shares when prices regardless of
are high. This "dollar cost varying price
averaging" may help offset levels, consider
market fluctuations. Over your financial
a period of time, your ability to keep
average cost per share buying through low
may be less than the price levels. And
actual average per share. remember that you
will lose money if
you redeem your
shares when the
market value of all
your shares is less
than their cost.

<PAGE>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------

BY PERSONAL ACCOUNT $1,000 (The Be sure to write
LINE exchange minimum down the
Automated is $250 for confirmation number
transactions by subsequent provided to you.
phone are available purchases You must forward
for subsequent requested by your bank account
purchases and telephone.) information to
exchanges 24 hours a INVESCO prior to
day. Simply call using this option.
1-800-424-8085.
--------------------------------------------------------------------------------
BY EXCHANGE $1,000 to open a See "Exchange
Between two INVESCO new account; $50 Policy."
funds. Call for written
1-800-525-8085 for requests to
prospectuses of purchase
other INVESCO funds. additional shares
Exchanges may be for an existing
made by phone or at account. (The
our Web site at exchange minimum
invescofunds.com. is $250 for
You may also exchanges
establish an requested by
automatic monthly telephone.)
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.

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

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

[INVESCO ICON] YOUR ACCOUNT SERVICES

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

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

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

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

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

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

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

HOUSEHOLDING. To save money for the Funds, INVESCO will send only one copy
of a prospectus or financial report to each household address. This process,
known as "householding," is used for most required shareholder mailings. It does
not apply to account statements. You may, of course, request an additional copy
of a prospectus or financial report at any time by calling or writing INVESCO.
You may also request that householding be eliminated from all your required
mailings.

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

[INVESCO ICON] HOW TO SELL SHARES

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

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

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

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

INVESCO usually mails you the proceeds from the sale of Fund shares within
seven days after we receive your request to sell in proper form. However,
payment may be postponed under unusual circumstances--for instance, if normal
trading is not taking place on the NYSE, or during an emergency as defined by
the Securities and Exchange Commission. If your INVESCO fund shares were

<PAGE>

purchased by a check which has not yet cleared, payment will be made promptly
when your purchase check does clear; that can take up to 15 days.

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

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

METHOD REDEMPTION MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
BY TELEPHONE $250 (or, if less, INVESCO's telephone
Call us toll-free full liquidation redemption
at: of the account) privileges may be
1-800-525-8085 for a redemption modified or
check; $1,000 for terminated in the
a wire to your future at INVESCO's
bank of record. discretion.
The maximum amount
which may be
redeemed by
telephone is
generally $25,000.
--------------------------------------------------------------------------------
IN WRITING Any amount. The redemption
Mail your request to request must be
INVESCO Funds Group, signed by all
Inc., registered account
P.O. Box 173706, owners. Payment
Denver, CO will be mailed to
80217-3706. your address as it
You may also send appears on
your request by INVESCO's records,
overnight courier to or to a bank
7800 E. Union Ave., designated by you
Denver, CO 80237. in writing.
--------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward
Call 1-800-525-8085 your bank account
to request your information to
redemption. INVESCO INVESCO prior to
will automatically using this option.
pay the proceeds
into your designated
bank account.
--------------------------------------------------------------------------------

BY INTERNET None. You will need a Web
Go to the INVESCO IRA redemptions browser to use this
Web site at are not service. Internet
invescofunds.com permitted. redemption
transactions are
limited to a
maximum of $25,000.

--------------------------------------------------------------------------------
<PAGE>

METHOD REDEMPTION MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------

BY EXCHANGE $250 for exchanges See "Exchange
Between two INVESCO requested Policy."
funds. Call by telephone. When opening a new
1-800-525-8085 for account, investment
prospectuses of minimums apply.
other INVESCO funds.
Exchanges may be made
by phone or at our
Web site at
invescofunds.com.
You may also establish
an automatic monthly
exchange service between
two INVESCO funds; call
us for further details
and the correct form.

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

[GRAPH ICON] TAXES

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

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

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

<PAGE>

also may realize capital gains or losses when you sell shares of a Fund at more
or less than the price you originally paid. An exchange is treated as a sale,
and is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
distributing Fund(s) or other INVESCO funds.

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

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

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

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

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

Dividends and capital gain distributions are paid to you if you hold shares
on the record date of the distribution regardless of how long you have held your
shares. A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is declared, you may wind up "buying a distribution." This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will receive some of your investment back as a taxable distribution. Most
shareholders want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before

<PAGE>

or after that sale, the transaction is usually considered a "wash sale" and you
will not be able to claim a tax loss.

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of each Fund for the past five years (or, if shorter, the
period of the Fund's operations). Certain information reflects financial results
for a single Fund share. The total returns in the table represent the annual
percentages that an investor would have earned (or lost) on an investment in a
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the financial statements, is included in
INVESCO Sector Funds, Inc.'s 2000 Annual Report to Shareholders, which is
incorporated by reference into the Statement of Additional Information. This
Report is available without charge by contacting IDI at the address or telephone
number on the back cover of this Prospectus.

PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
ENERGY FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value Beginning
of Period $ 13.68 $ 11.30 $ 19.38 $ 15.03 $ 10.09 $ 10.77
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income (Loss)(b) (0.00) 0.00 0.00 0.06 0.04 0.09
Net Gains or (Losses) on
Securities (Both Realized
and Unrealized) 3.72 2.39 (5.04) 5.56 4.94 (0.68)
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 3.72 2.39 (5.04) 5.62 4.98 (0.59)
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(c) 0.00 0.01 0.01 0.05 0.04 0.09
Distributions from Capital Gains 0.00 0.00 0.34 1.22 0.00 0.00
In Excess of Capital Gains 0.00 0.00 2.69 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.00 0.01 3.04 1.27 0.04 0.09
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 17.40 $ 13.68 $ 11.30 $ 19.38 $ 15.03 $ 10.09
======================================================================================================

TOTAL RETURN 27.19%(d) 21.19% (28.51%) 40.65% 49.33% (5.45%)

RATIOS
Net Assets-End of Period
($000 Omitted) $221,432 $196,136 $137,455 $319,651 $236,169 $48,284
Ratio of Expenses to
Average Net Assets(e) 1.60%(f) 1.68% 1.58% 1.21% 1.30% 1.53%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.26%)(f) (0.05%) 0.01% 0.39% 0.54% 0.72%
Portfolio Turnover Rate 109%(d) 279% 192% 249% 392% 300%
</TABLE>
<PAGE>
(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-end.
(b) Net Investment Income (Loss) aggregated less than $0.01 on a per share basis
for the period ended March 31, 2000 and for the years ended October 31,
1999 and 1998.
(c) Distributions in excess of net investment income for the years ended October
31, 1999, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(d) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(e) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(f) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL SERVICES
FUND-INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 29.73 $ 28.45 $ 29.14 $ 22.94 $ 18.95 $ 15.31
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.03 0.08 0.25 0.28 0.50 0.29
Net Gains on Securities
(Both Realized and Unrealized) 0.05 3.52 3.01 8.14 5.18 3.64
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 0.08 3.60 3.26 8.42 5.68 3.93
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income 0.03 0.08 0.25 0.28 0.50 0.29
In Excess of Net Investment
Income(b) 0.00 0.00 0.00 0.00 0.05 0.00
In Excess of Capital Gains 2.65 2.24 3.70 1.94 1.14 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 2.68 2.32 3.95 2.22 1.69 0.29
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 27.13 $ 29.73 $ 28.45 $ 29.14 $ 22.94 $ 18.95
======================================================================================================

TOTAL RETURN 0.60%(c) 13.52% 11.76% 39.80% 31.48% 25.80%

RATIOS
Net Assets-End of Period
($000 Omitted) $1,133,350 $1,242,555 $1,417,655 $1,113,255 $542,688 $410,048
Ratio of Expenses to
Average Net Assets(d) 1.29%(e) 1.26% 1.05% 0.99% 1.11% 1.26%
Ratio of Net Income to
Average Net Assets 0.25%(e) 0.25% 0.85% 1.19% 2.48% 2.10%
Portfolio Turnover Rate 38%(c) 83% 52% 96% 141% 171%
</TABLE>

(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-end.
(b) Distributions in Excess of Net Investment Income aggregated less than $0.01
on a per share basis for the period ended March 31, 2000.
(c) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(e) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
GOLD FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 1.83 $ 1.90 $ 3.21 $ 8.00 $ 5.21 $ 5.68
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS(b)
Net Investment Income (Loss) (0.01) (0.03) 0.01 (0.02) (0.01) 0.01
Net Gains or (Losses) on
Securities (Both Realized
and Unrealized) (0.22) (0.04) (1.29) (2.62) 2.80 (0.47)
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS (0.23) (0.07) (1.28) (2.64) 2.79 (0.46)
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income 0.00 0.00 0.00 0.00 0.00 0.01
In Excess of Net Investment
Income 0.00 0.00 0.03 2.15 0.00 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.00 0.00 0.03 2.15 0.00 0.01
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 1.60 $ 1.83 $ 1.90 $ 3.21 $ 8.00 $ 5.21
======================================================================================================

TOTAL RETURN (12.58%)(c) (3.68%) (39.98%) (44.38%) 53.55% (8.12%)

RATIOS
Net AssetsEnd of Period
($000 Omitted) $ 81,470 $ 99,753 $107,249 $151,085 $277,892 $151,779
Ratio of Expenses to
Average Net Assets(d) 2.08%(e) 2.20% 1.90% 1.47% 1.22% 1.32%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.76%)(e) (1.60%) (0.93%) (0.41%) (0.08%) 0.13%
Portfolio Turnover Rate 37%(c) 141% 133% 148% 155% 72%
</TABLE>

(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-
end.
(b) The per share information was computed based on average shares for the
years ended October 31, 1999 and 1997.
(c) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(e) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
HEALTH SCIENCES -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 58.39 $ 62.12 $ 57.50 $ 55.24 $ 50.47 $ 35.09
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS(b)
Net Investment Income (Loss) (0.06) 0.14 0.13 0.06 0.07 (0.03)
Net Gains on Securities
(Both Realized and Unrealized) 3.53 5.02 13.55 10.85 8.78 15.41
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 3.47 5.16 13.68 10.91 8.85 15.38
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(c) 0.04 0.04 0.25 0.06 0.07 0.00
In Excess of Net Investment
Income 0.21 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains 6.09 8.85 8.81 8.59 4.01 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 6.34 8.89 9.06 8.65 4.08 0.00
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 55.52 $ 58.39 $ 62.12 $ 57.50 $ 55.24 $ 50.47
======================================================================================================

TOTAL RETURN 6.30%(d) 8.44% 28.58% 22.96% 17.99% 43.83%

RATIOS
Net Assets-End of Period
($000 Omitted) $1,622,624 $1,574,020 $1,328,196 $944,498 $933,828 $860,926
Ratio of Expenses to
Average Net Assets(e) 1.18%(f) 1.22% 1.12% 1.08% 0.98% 1.15%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.22%)(f) 0.07% 0.25% 0.11% 0.11% (0.08)%
Portfolio Turnover Rate 107%(d) 127% 92% 143% 90% 107%
</TABLE>
(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-end.
(b) The per share information was computed based on average shares for the
period ended March 31, 2000.
(c) Distributions in excess of net investment income for the years ended October
31, 1999 and 1998, aggregated less than $0.01 on a per share basis.
(d) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(e) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(f) Annualized.

<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
LEISURE FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 43.21 $ 27.92 $ 27.21 $ 22.89 $ 23.78 $ 22.63
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS(b)
Net Investment Income (Loss)(c) (0.13) 0.00 0.00 0.02 0.04 0.08
Net Gains on Securities
(Both Realized and Unrealized) 7.27 17.20 3.69 4.96 2.25 2.06
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 7.14 17.20 3.69 4.98 2.29 2.14
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(d) 0.00 0.00 0.00 0.02 0.04 0.08
Distributions from Capital Gains 3.23 1.91 2.98 0.64 2.25 0.91
In Excess of Capital Gains 0.00 0.00 0.00 0.00 0.89 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 3.23 1.91 2.98 0.66 3.18 0.99
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 47.12 $ 43.21 $ 27.92 $ 27.21 $ 22.89 $ 23.78
======================================================================================================

TOTAL RETURN 17.34%(e) 65.13% 15.16% 22.32% 10.66% 9.98%

RATIOS
Net Assets-End of Period
($000 Omitted) $ 549,523 $ 443,348 $ 228,681 $216,616 $252,297 $265,181
Ratio of Expenses to
Average Net Assets(f) 1.28%(g) 1.44% 1.41% 1.41% 1.30% 1.29%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.65%)(g) (0.68%) (0.09%) 0.05% 0.18% 0.31%
Portfolio Turnover Rate 23%(e) 35% 31% 25% 56% 119%
</TABLE>

(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-
end.
(b) The per share information was computed based on average shares for the
period ended March 31, 2000.
(c) Net Investment Income aggregated less than $0.01 on a per share basis for
the years ended October 31, 1999 and 1998.
(d) Distributions in excess of net investment income for the years ended
October 31, 1998, 1997, 1996 and 1995, aggregated less than $0.01 on a per
share basis.
(e) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(f) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(g) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

PERIOD ENDED PERIOD ENDED
MARCH 31 YEAR ENDED JULY 31 JULY 31
--------------------------------------------------------------
2000(a) 1999 1998 1997(b)
<S> <C> <C> <C> <C>
REAL ESTATE OPPORTUNITY FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 6.90 $ 9.15 $ 10.99 $ 10.00
----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.27 0.33 0.38 0.22
Net Gains (Losses) on Securities
(Both Realized and Unrealized) (0.28) (1.56) (0.96) 0.99
----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS (0.01) (1.23) (0.58) 1.21
----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income 0.23 0.34 0.39 0.22
In Excess of Net Investment
Income 0.03 0.00 0.00 0.00
Distributions from Capital Gains 0.00 0.00 0.87 0.00
In Excess of Capital Gains 0.00 0.68 0.00 0.00
----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.26 1.02 1.26 0.22
----------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 6.63 $ 6.90 $ 9.15 $ 10.99
==============================================================================================

TOTAL RETURN (0.03%)(c) (13.29%) (6.49%) 12.24%(c)

RATIOS
Net Assets-End of Period
($000 Omitted) $20,046 $17,406 $23,548 $ 36,658
Ratio of Expenses to
Average Net Assets(d)(e) 1.34%(f) 1.34% 1.22% 1.20%(f)
Ratio of Net Investment
Income to Average Net
Assets(d) 5.54%(f) 4.23% 3.53% 4.08%(f)
Portfolio Turnover Rate 272%(c)(g) 697%(g) 258% 70%(c)
</TABLE>

(a) From August 1, 1999 to March 31, 2000, the Fund's current fiscal year-end.
(b) From January 2, 1997, commencement of investment operations, to July 31,
1997.
(c) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(d) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended March 31, 2000, the years ended July 31, 1999 and 1998 and
the period ended July 31, 1997. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have
been 2.73% (annualized), 2.76%, 1.97%, and 1.83%(annualized), respectively,
and ratio of net investment income to average net assets would have
been 4.15% (annualized), 2.81%, 2.78% and 3.45% (annualized), respectively.
(e) Ratio is based on Total Expenses of the Class, less expenses absorbed by
INVESCO, which is before any expense offset arrangements.
(f) Annualized.
(g) Portfolio turnover was greater than expected during the period ended March
31, 2000 and the year ended July 31, 1999 due to active trading undertaken
in response to market conditions.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
TECHNOLOGY FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 58.17 $ 28.07 $ 35.97 $ 34.23 $ 34.33 $ 24.94
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income (Loss)(b) (0.03) (0.07) 0.00 0.13 0.07 (0.02)
Net Gains or (Losses) on
Securities (Both Realized and
Unrealized) 47.69 30.17 (1.45) 6.23 5.76 10.20
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 47.66 30.10 (1.45) 6.36 5.83 10.18
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(c) 0.00 0.00 0.00 0.13 0.07 0.00
Distributions from Capital Gains 3.91 0.00 3.16 4.49 5.86 0.79
In Excess of Capital Gains 0.00 0.00 3.29 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 3.91 0.00 6.45 4.62 5.93 0.79
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 101.92 $ 58.17 $ 28.07 $ 35.97 $ 34.23 $ 34.33
======================================================================================================

TOTAL RETURN 85.87%(d) 107.23% (2.47%) 20.71% 19.98% 42.19%

RATIOS
Net Assets-End of Period
($000 Omitted) $5,034,087 $2,081,613 $1,008,771 $1,039,968 $789,611 $563,109
Ratio of Expenses to
Average Net Assets(e) 0.88%(f) 1.20% 1.17% 1.05% 1.08% 1.12%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.48%)(f) (0.79%) (0.49%) 0.41% 0.24% (0.06)%
Portfolio Turnover Rate 28%(d) 143% 178% 237% 168% 191%
</TABLE>
(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-
end.
(b) Net Investment Income aggregated less than $0.01 on a per share basis for
the year ended October 31, 1998.
(c) Distributions in excess of net investment income for the years ended
October 31, 1998 and 1996, aggregated less than $0.01 on a per share basis.
(d) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(e) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(f) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995(b)
<S> <C> <C> <C> <C> <C> <C>
TELECOMMUNICATIONS
FUND - INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 31.80 $ 19.60 $ 15.31 $ 12.43 $ 12.30 $ 10.00
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS(c)
Net Investment Income (Loss)(d) (0.10) (0.00) 0.01 0.06 0.22 0.11
Net Gains on Securities
(Both Realized and Unrealized) 32.87 12.57 5.32 3.90 1.38 2.35
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 32.77 12.57 5.33 3.96 1.60 2.46
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(e) (0.00) 0.00 0.00 0.06 0.22 0.11
Distributions from Capital Gains 0.15 0.37 1.04 1.02 1.25 0.05
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.15 0.37 1.04 1.08 1.47 0.16
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 64.42 $ 31.80 $ 19.60 $ 15.31 $ 12.43 $ 12.30
======================================================================================================

TOTAL RETURN 103.25%(f) 65.52% 36.79% 33.93% 13.67% 24.83%

RATIOS
Net AssetsEnd of Period
($000 Omitted) $4,125,890 $1,029,256 $ 276,577 $ 72,458 $ 50,516 $ 27,254
Ratio of Expenses to
Average Net Assets 0.99%(g)(h) 1.24%(g) 1.32%(g) 1.69%(g) 1.66%(g) 1.95%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.32%)(h) (0.49%) (0.16%) 0.56% 1.78% 1.43%
Portfolio Turnover Rate 24%(f) 62% 55% 96% 157% 215%
</TABLE>
(a) From August 1, 1999 to March 31, 2000, the Fund's current fiscal year-end.
(b) Commencement of investment operations was August 1, 1994.
(c) The per share information was computed based on average shares for the
period ended March 31, 2000.
(d) Net Investment Income (Loss) aggregated less than $0.01 on a per share
basis for the year ended July 31, 1999.
(e) Distributions in excess of net investment income for the period ended March
31, 2000, aggregated less than $0.01 on a per share basis.
(f) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(g) Ratio is based on Total Expenses of the Class, which is before any expense
offset arrangements.
(h) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31 YEAR ENDED OCTOBER 31
----------------------------------------------------------------------
2000(a) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
UTILITIES FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning
of Period $ 17.68 $ 14.73 $ 12.42 $ 12.04 $ 10.61 $ 9.76
------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.04 0.17 0.30 0.32 0.37 0.44
Net Gains on Securities
(Both Realized and Unrealized) 3.95 3.20 2.56 1.25 1.43 0.84
------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 3.99 3.37 2.86 1.57 1.80 1.28
------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(b) 0.04 0.21 0.26 0.32 0.37 0.43
Distributions from Capital Gains 1.21 0.21 0.29 0.87 0.00 0.00
------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 1.25 0.42 0.55 1.19 0.37 0.43
------------------------------------------------------------------------------------------------------
Net Asset Value -- End of
Period $ 20.42 $ 17.68 $ 14.73 $ 12.42 $ 12.04 $ 10.61
======================================================================================================

TOTAL RETURN 23.99%(c) 23.22% 23.44% 14.37% 17.18% 13.48%

RATIOS
Net Assets-End of Period
($000 Omitted) $ 260,554 $ 223,334 $ 177,309 $132,423 $153,082 $134,468
Ratio of Expenses to
Average Net Assets(d)(e) 1.24%(f) 1.26% 1.29% 1.22% 1.17% 1.18%
Ratio of Net Investment
Income to Average Net
Assets(d) 0.50%(f) 1.02% 1.82% 2.74% 3.28% 4.47%
Portfolio Turnover Rate 18%(c) 32% 47% 55% 141% 185%
</TABLE>
(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal year-
end.
(b) Distributions in excess of net investment income for the year ended October
31, 1996, aggregated less than $0.01 on a per share basis.
(c) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended March 31, 2000 and for the years ended October 31, 1999, 1998,
1997, 1996 and 1995. If such expenses had not been voluntarily absorbed,
ratio of expenses to average net assets would have been 1.33% (annualized),
1.43%, 1.36%, 1.27% , 1.25% and 1.30%, respectively, and ratio of net
investment income to average net assets would have been 0.41% (annualized),
0.85%, 1.75%, 2.69% , 3.20% and 4.34%, respectively.
(e) Ratio is based on Total Expenses of the Class, less expenses absorbed by
INVESCO, which is before any expense offset arrangements.
(f) Annualized.

<PAGE>

July 31, 2000

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

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

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

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated July 31, 2000 is a
supplement to this Prospectus, and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

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

To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. 20549-0102. This information can be
obtained by electronic request at the following E-mail address:
[email protected], or by calling 1-202-942-8090. The SEC file numbers for the
Funds are 811-3826 and 002-85905.

811-3826
<PAGE>

PROSPECTUS | July 31, 2000

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

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...................43
Fund Performance.........................................44
Fees And Expenses........................................45
Investment Risks.........................................46
Principal Risks Associated With The Fund.................47
Temporary Defensive Positions............................49
Fund Management..........................................49
Portfolio Manager........................................50
Potential Rewards........................................50
Share Price..............................................51
How To Buy Shares........................................51
Your Account Services....................................54
How To Sell Shares.......................................55
Taxes....................................................57
Dividends And Capital Gain Distributions.................57
Financial Highlights.....................................59

[INVESCO ICON] INVESCO

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

<PAGE>

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

This Prospectus contains important information about the Fund's
Institutional Class shares, which are offered only to institutional investors
and qualified retirement plans. The Fund also offers one or more additional
classes of shares through separate prospectuses. Each of the Fund's classes has
different expenses. You can choose the class of shares that is best for you. To
obtain additional information about other classes of shares, contact INVESCO
Distributors, Inc. ("IDI") at 1-800-328-2234.

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies

[ARROWS ICON] Potential Investment Risks

[GRAPH ICON] Past Performance

[INVESCO ICON] Working with INVESCO
--------------------------------------------------------------------------------
[KEY ICON] [ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

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

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

The Fund invests primarily in the equity securities of companies doing
business in the technology sector. A portion of the Fund's assets are not
required to be invested in the sector. To determine whether a potential
investment is truly doing business in the technology sector, a company must meet
at least one of the following tests:
o At least 50% of its gross income or its net sales must come from activities
in the technology sector;
o At least 50% of its assets must be devoted to producing revenues from the
technology sector; or
o Based on other available information, we determine that its primary
business is within the technology sector.

<PAGE>

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

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

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

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

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the
years ended December 31 (commonly known as its "total return") since inception.

<PAGE>

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

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

TECHNOLOGY FUND--INSTITUTIONAL CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)

-----------------------------------------
1999

146.17%
-----------------------------------------
Best Calendar Qtr. 12/99 66.90%
Worst Calendar Qtr. 9/99 10.11%
-----------------------------------------

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1),(2)
AS OF 12/31/99
--------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION

Technology Fund - Institutional Class 146.17% 148.20%(3)
S&P 500 Index(4) 21.03% 23.84%
--------------------------------------------------------------------------------

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

(2) The return for the Fund was 15.69% as of the calendar quarter ended June
30, 2000.

(3) The Fund's Institutional Class of shares were first offered for sale on
December 22, 1998.

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

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

You pay no fees to purchase Fund shares, to exchange to another INVESCO
fund, or to sell your shares. Accordingly, no fees are paid directly from your
shareholder account.

<PAGE>

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

INVESCO TECHNOLOGY FUND--INSTITUTIONAL CLASS
Management Fees(1) 0.46%
Distribution and Service (12b-1) Fees None
Other Expenses(1),(2),(3) 0.10%
-----
Total Annual Fund Operating Expenses(1),(2),(3) 0.56%
=====

(1) Annualized from November 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

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

(3) The expense information presented in this table has been restated from
the financial statements to reflect a change in the transfer agency fee.

EXAMPLE

The Example is intended to help you compare the cost of investing in the
Institutional Class shares of the Fund to the cost of investing in other mutual
funds.

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

1 year 3 years 5 years 10 years
$57 $179 $313 $701

[ARROWS ICON] INVESTMENT RISKS

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

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

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

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

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

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

[ARROWS ICON] PRINCIPAL RISKS ASSOCIATED WITH THE FUND

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

MARKET RISK

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

FOREIGN SECURITIES RISKS

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

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

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

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

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

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999 adopted the euro as a common
currency. The national currencies will be sub-currencies of the euro

<PAGE>
until July 1, 2002, at which time the old currencies will disappear
entirely. Other European countries may adopt the euro in the future.

As the euro is implemented, there may be changes in the relative
strength and value of the U.S. dollar and other major currencies, as
well as possible adverse tax consequences. The euro transition by EMU
countries may affect the fiscal and monetary levels of those
participating countries. The outcome of these and other uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.

LIQUIDITY RISK

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

COUNTERPARTY RISK

LACK OF TIMELY INFORMATION RISK

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

Although the Fund generally invests in equity securities of companies in
the technology sector, the Fund also may invest in other types of securities and
other financial instruments, indicated in the chart below. Although these
investments typically are not part of the Fund's principal investment strategy,
they may constitute a significant portion of the Fund's portfolio, thereby
possibly exposing the Fund and its investors to the following additional risks.

--------------------------------------------------------------------------------
INVESTMENT RISKS
--------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS (ADRS) Market,
These are securities issued by U.S. banks Information,
that represent shares of foreign Political,
corporations held by those banks. Regulatory,
Although traded in U.S. securities markets Diplomatic,
and valued in U.S. dollars, ADRs carry Liquidity and
most of the risks of investing directly in Currency Risks
foreign securities.

--------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Credit and
A contract under which the seller of a Counterparty
security agrees to buy it back at an Risks
agreed-upon price and time in the future.
--------------------------------------------------------------------------------

<PAGE>

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

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

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $42 billion
for more than 1,131,067 shareholders of 46 INVESCO mutual funds. INVESCO
performs a wide variety of other services for the Fund, including administrative
and transfer agency functions (the processing of purchases, sales and exchanges
of Fund shares).

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

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fee the Fund paid to INVESCO for its advisory
services in the fiscal period ended March 31, 2000.

(1) Annualized for the period November 1, 1999 through March 31, 2000, the
Fund's current fiscal year-end.

<PAGE>

[INVESCO ICON] PORTFOLIO MANAGER

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

WILLIAM R. KEITHLER, Director of Sector Management a senior vice president
of INVESCO, is the portfolio manager of Technology Fund. Before rejoining
INVESCO in 1998, Bill was a portfolio manager with Berger Associates, Inc. He is
a Chartered Financial Analyst. Bill holds an M.S. from the University of
Wisconsin - Madison and a B.A. from Webster College.

Bill is a member of, and leads, INVESCO's Sector Team.

[INVESCO ICON] POTENTIAL REWARDS

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

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

SUITABILITY FOR INVESTORS

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

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

<PAGE>

[INVESCO ICON] SHARE PRICE

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

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

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

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

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

[INVESCO ICON] HOW TO BUY SHARES

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

The Fund offers multiple classes of shares. The chart in this section shows
several convenient ways to invest in the Fund. Each class represents an
identical interest in the Fund and has the same rights, except that each class
bears its own distribution and shareholder servicing charges, and other
expenses. The income attributable to each class and the dividends payable on the
shares of each class will be reduced by the amount of the distribution fee or
service fee, if applicable, and the other expenses payable by that class.

<PAGE>

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

INVESCO reserves the right to increase, reduce or waive the Fund's minimum
investment requirements in its sole discretion if it determines this action is
in the best interests of the Fund's shareholders. INVESCO will aggregate all of
an institutional investor's accounts and sub-accounts for the purpose of meeting
the Institutional Class's minimum investment requirements. INVESCO reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.

INSTITUTIONAL INVESTORS

Minimum Initial Investment $ 10,000,000

Minimum Balance $ 5,000,000

Minimum Subsequent Investment $ 1,000,000

RETIREMENT PLANS OR EMPLOYEE BENEFIT PLANS

Minimum Total Plan Assets $ 100,000,000

Minimum Initial Investment $ 10,000,000

Minimum Balance $ 5,000,000

Minimum Subsequent Investment 1,000,000

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

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

o The Fund reserves the right to reject any exchange request, or to
modify or terminate the exchange policy, if it is in the best interests of
the Fund and its shareholders. Notice of all modifications or terminations
that affect all shareholders of the Fund will be given at least 60 days prior
to the effective date of the change, except in unusual instances,
including a suspension of redemption of the exchanged security under
Section 22(e) of the Investment Company Act of 1940.

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

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

CHOOSING A SHARE CLASS. The Fund has mutiple classes of shares, each class
representing an interest in the same portfolio of investments. In deciding which
class of shares to purchase, you should consider, among other things, (i) the
length of time you expect to hold your shares, (ii) the provisions of the
distribution plan applicable to the class, if any, and (iii) the eligibility
requirements that apply to purchases of a particular class. Institutional Class
shares are intended for use by institutions such as employee benefit plans,
retirement plan sponsors and banks acting for themselves or in a fiduciary or
similar capacity. Institutional Class shares of the Fund are available for the
collective and common trust funds of banks, banks investing for their own
accounts and banks investing for the accounts of public entities (e.g.,
Taft-Hartley funds, states, cities or government agencies) that do not pay
commissions or distribution fees.

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
BY CHECK Please refer to This Fund is
Mail to: the investment offered only to
INVESCO Funds Group, minimums institutional
Inc., described on investors and
P.O. Box 173706, page 52. qualified
Denver, CO 80217-3706. retirement plans.
You may send your check This Fund is not
by overnight courier to: available to
7800 E. Union Ave. retail investors.
Denver, CO 80237.
--------------------------------------------------------------------------------
BY WIRE Please refer to This Fund is
You may send your the investment offered only to
payment by minimums institutional
bank wire (call INVESCO described on investors and
for instructions). page 52. qualified
retirement plans.
This Fund is not
available to retail
investors.

<PAGE>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
BY TELEPHONE WITH ACH Please refer to This Fund is
Call 1-800-328-2234 to the investment offered only to
request your pur chase. minimums institutional
INVESCO will move money described on investors and
from your designated page 52. qualified
bank/credit union retirement plans.
checking or savings This Fund is not
account in order to available to
purchase shares, upon retail investors.
your telephone You must forward
instructions. your bank account
information to
INVESCO prior to
using this option.
--------------------------------------------------------------------------------
BY PERSONAL ACCOUNT LINE Please refer to This Fund is
Automoted transactions the investment offered only to
by phone are available minimums institutional
for subsequent purchases described on investors and
and exchanges 24 hours a page 52. qualified
day. Simply call retirement plans.
1-800-424-8085. This Fund is not
available to
retail investors.
Be sure to write down
the confirmation number
provided to you. You
must forward your bank
account information to
INVESCO prior to using
this option.
--------------------------------------------------------------------------------
BY EXCHANGE Please refer to See "Exchange
Between two INVESCO the investment Policy."
funds. Call minimums
1-800-328-2234 for described on
prospectuses of page 52.
other INVESCO funds.
Exchanges may be made
by phone. You may also
establish an automatic
monthly exchange service
between two INVESCO funds;
call us for further details
and the correct form.

[INVESCO ICON] YOUR ACCOUNT SERVICES

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

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

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

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

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

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

[INVESCO ICON] HOW TO SELL SHARES

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

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

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

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

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

METHOD REDEMPTION MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
BY TELEPHONE $250 (or, if less, INVESCO's telephone
Call us toll-free full liquidation of redemption privileges
at:1-800-328-2234 the account) for a may be modified or
redemption check; terminated in the
$1,000 for a wire future at INVESCO's
to your bank of discretion.
record. The maximum
amount which may be
redeemed by
telephone is
generally $25,000.
--------------------------------------------------------------------------------
IN WRITING Any amount. The redemption
Mail your request request must be
to INVESCO Funds signed by all
Group, Inc., P.O. registered account
Box 173706, owners. Payment will
Denver, CO be mailed to your
80217-3706. You address as it appears
may also send your on INVESCO's records,
request by or to a bank
overnight courier designated by you in
to 7800 E. Union writing.
Ave.,
Denver, CO 80237.
--------------------------------------------------------------------------------

BY EXCHANGE See "Exchange
Between two Policy."
INVESCO funds. When opening a new
Call account, investment
1-800-328-2234 for minimums apply.
prospectuses of
other INVESCO
funds. Exchanges
may be made by
phone. You may
also establish an
automatic monthly
exchange service
between two
INVESCO funds;
call us for
further details
and the correct
form.

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

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

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

The Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of the Fund's shares that you own.

These distributions are required under federal tax laws governing mutual
funds. It is the policy of the Fund to distribute all investment company taxable
income and net capital gains. As a result of this policy and the Fund's
qualification as a regulated investment company, it is anticipated that the Fund
will not pay any federal income or excise taxes. Instead, the Fund will be
accorded conduit or "pass through" treatment for federal income tax purposes.

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

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

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

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

<PAGE>

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

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Fund's financial performance for the past five years (or, if shorter, the period
of the Fund's operations). Certain information reflects financial results for a
single Fund share. The total return in the table represents the annual
percentage that an investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Pricewaterhouse Coopers LLP, independent
accountants, whose report, along with the financial statements, is included in
INVESCO Sector Funds Inc.'s 2000 Annual Report to Shareholders, which is
incorporated by reference in the Statement of Additional Information. This
Report is available without charge by contacting IDI at the address or telephone
number on the back cover of this Prospectus.

PERIOD PERIOD
ENDED ENDED
MARCH 31 OCTOBER 31
----------------------------------------
2000(a) 1999(b)
TECHNOLOGY FUND INSTITUTIONAL CLASS
PER SHARE DATA
Net Asset Value-Beginning of Period $ 58.43 $ 33.85
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(c)
Net Investment Loss (0.04) (0.16)
Net Gains on Securities
(Both Realized and Unrealized) 48.07 24.74
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 48.03 24.58
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Distributions from Capital Gains 3.91 0.00
--------------------------------------------------------------------------------
Net Asset Value - End of Period $ 102.55 $ 58.43
================================================================================

TOTAL RETURN 86.14%(d) 72.61%(d)

RATIOS
Net Assets - End of Period
($000 Omitted) $4,453,520 $951,925
Ratio of Expenses to Average Net
Assets(e) 0.56%(f) 0.74%(f)
Ratio of Net Investment Loss to
Average Net Assets (0.15%)(f) (0.36%)(f)
Portfolio Turnover Rate 28%(d) 143%(g)

(a) From November 1, 1999 to March 31, 2000, the Fund's current fiscal
year-end.
(b) From December 22, 1998, since inception of Institutional Class shares, to
October 31, 1999.
(c) The per share information was computed based on average shares for the
period ended October 31, 1999.
(d) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(e) Ratio is based on Total Expenses of the Class, which is before any
expense offset arrangements.
(f) Annualized.
(g) Portfolio turnover is calculated at the Fund level, and therefore represents
a full year.

<PAGE>

JULY 31, 2000

INVESCO SECTOR FUNDS, INC.
INVESCO TECHNOLOGY FUND - INSTITUTIONAL CLASS

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

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

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated July 31, 2000 is a
supplement to this Prospectus, and has detailed information about the Fund and
its investment policies and practices. A current SAI for the Fund is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

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

To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-328-2234. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. 20549-0102. This information can be
obtained by electronic request at the following E-mail address:
[email protected], or by calling 1-202-942-8090. The SEC file numbers for the
Fund are 811-3826 and 002-85905.

811-3826

<PAGE>

PROSPECTUS | July 31, 2000

INVESCO ENERGY FUND--CLASS C
INVESCO FINANCIAL SERVICES FUND--CLASS C
INVESCO GOLD FUND--CLASS C
INVESCO HEALTH SCIENCES FUND--CLASS C
INVESCO LEISURE FUND--CLASS C
INVESCO REAL ESTATE OPPORTUNITY FUND--CLASS C
INVESCO TECHNOLOGY FUND--CLASS C
INVESCO TELECOMMUNICATIONS FUND--CLASS C
INVESCO UTILITIES FUND--CLASS C

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

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...................62
Fund Performance.........................................67
Fees And Expenses........................................72
Investment Risks.........................................75
Principal Risks Associated With The Funds................75
Temporary Defensive Positions............................77
Portfolio Turnover.......................................78
Fund Management..........................................78
Portfolio Managers.......................................79
Potential Rewards........................................80
Share Price..............................................81
How To Buy Shares........................................82
How To Sell Shares.......................................86
Taxes....................................................88
Dividends And Capital Gain Distributions.................88
Financial Highlights.....................................90

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

[INVESCO ICON] INVESCO

<PAGE>

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

This Prospectus contains important information about the Funds' Class C
shares, which are sold primarily through third parties, such as brokers, banks,
and financial planners. Each Fund also offers one or more additional classes of
shares directly to the public through separate prospectuses. Those other classes
of shares have lower expenses, with resulting positive effects on their
performance. You can choose the class of shares that is best for you, based on
how much you plan to invest and other relevant factors discussed in How To Buy
Shares. To obtain additional information about other classes of shares, contact
INVESCO Distributors, Inc. ("IDI") at 1-800-328-2234 or your broker, bank, or
financial planner who is offering the Class C shares offered in this Prospectus.

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies

[ARROWS ICON] Potential Investment Risks

[GRAPH ICON] Past Performance

[INVESCO ICON] Working With INVESCO
--------------------------------------------------------------------------------
[KEY ICON][ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

FACTORS COMMON TO ALL THE FUNDS

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

<PAGE>

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

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

The Funds are concentrated in these sectors:

[KEY ICON] INVESCO ENERGY FUND -- CLASS C

<PAGE>

current economic conditions. Although individual security selection drives the
performance of the Fund, short-term fluctuations in commodity prices may
influence Fund returns and increase price fluctuations in the Fund's shares.

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

[KEY ICON] INVESCO GOLD FUND-- CLASS C

<PAGE>

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

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

[KEY ICON] INVESCO LEISURE FUND -- CLASS C

We seek firms that can grow their businesses regardless of the economic
environment. INVESCO attempts to keep the portfolio well-diversified across the
<PAGE>

entire leisure sector, adjusting portfolio weightings depending on prevailing
economic conditions and relative valuations of securities.

[KEY ICON] INVESCO REAL ESTATE OPPORTUNITY FUND -- CLASS C

The real estate industry is highly cyclical, and the value of securities
issued by companies doing business in that sector may fluctuate widely. The real
estate industry-- and, therefore, the performance of the Fund--is highly
sensitive to national, regional and local economic conditions, interest rates,
property taxes, overbuilding, decline in value of real estate and changes in
rental income. In addition to the risks names above, REITS are also subject to
the risks of any other equity security.

[KEY ICON] INVESCO TECHNOLOGY FUND-- CLASS C

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

<PAGE>

[KEY ICON] INVESCO TELECOMMUNICATIONS FUND -- CLASS C

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

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

[KEY ICON] INVESCO UTILITIES FUND -- CLASS C

[GRAPH ICON] FUND PERFORMANCE

Since the Funds' Class C shares were not offered until February 15, 2000,
the bar charts below show the Funds' Investor Class shares' actual yearly
performance for the years ended December 31 (commonly known as their "total
return") over the past decade or since inception. Investor Class shares are not
offered in this Prospectus. INVESTOR CLASS AND CLASS C RETURNS WOULD BE SIMILAR
BECAUSE BOTH CLASSES OF SHARES INVEST IN THE SAME PORTFOLIO OF SECURITIES. THE
<PAGE>

RETURNS OF THE CLASSES WOULD DIFFER, HOWEVER, TO THE EXTENT OF DIFFERING LEVELS
OF EXPENSES. IN THIS REGARD, THE BAR CHARTS DO NOT REFLECT CONTINGENT DEFERRED
SALES CHARGES OR ASSET BASED SALES CHARGES IN EXCESS OF 0.25% OF NET ASSETS; IF
THEY DID, THE TOTAL RETURN SHOWN WOULD BE LOWER. The table below shows average
annual total returns for various periods ended December 31 for each Fund's
Investor Class shares compared to the S&P 500 Index, and, with respect to Real
Estate Opportunity Fund, the NAREIT--Equity REIT Index. The information in the
charts and table illustrates the variability of each Fund's Investor Class
shares' total return and how its performance compared to a broad measure of
market performance. Remember, past performance does not indicate how a Fund will
perform in the future.

The charts below contain the following plot points:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
ENERGY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(16.49%) (3.44%) (13.25%) 16.71% (7.25%) 19.80% 38.84% 19.09% (27.83%) 41.88%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 9/97 28.24%
Worst Calendar Qtr. 9/98 (18.34%)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
FINANCIAL SERVICES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(7.19%) 74.04% 26.76% 18.52% (5.89%) 39.81% 30.29% 44.79% 13.45% 0.73%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 3/91 27.65%
Worst Calendar Qtr. 9/90 (20.54%)
--------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
GOLD FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(23.06%) (7.22%) (8.04%) 72.47% (27.85%) 12.72% 40.64% (55.50%) (22.54%) (8.99%)
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 3/96 46.17%
Worst Calendar Qtr. 12/97 (37.51%)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
HEALTH SCIENCES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
25.75% 91.82% (13.74%) (8.41%) 0.94% 58.89% 11.41% 18.46% 43.40% 0.59%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 3/91 32.90%
Worst Calendar Qtr. 3/93 (21.96%)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
LEISURE FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(10.96%) 52.71% 23.39% 35.73% (4.98%) 15.79% 9.08% 26.46% 29.78% 65.59%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 12/99 25.59%
Worst Calendar Qtr. 9/90 (25.01%)
--------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------
REAL ESTATE OPPORTUNITY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3),(4)
--------------------------------------------
1997 1998 1999
21.50% (23.48%) (5.50%)
--------------------------------------------
Best Calendar Qtr. 9/97 14.19%
Worst Calendar Qtr. 9/98 (20.46%)
--------------------------------------------

<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
TECHNOLOGY FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
8.57% 76.98% 18.79% 15.03% 5.27% 45.80% 21.75% 8.85% 30.12% 144.94%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 12/99 66.77%
Worst Calendar Qtr. 9/90 (28.54%)
--------------------------------------------------------------------------------------------
</TABLE>

---------------------------------------------
TELECOMMUNICATIONS FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3),(5)
---------------------------------------------
'95 '96 '97 '98 '99
27.37% 16.81% 30.29% 40.99% 144.28%
---------------------------------------------
Best Calendar Qtr. 12/99 62.22%
Worst Calendar Qtr. 9/90 (21.72%)
---------------------------------------------
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
UTILITIES FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
(10.05%) 28.02% 10.76% 21.20% (9.94%) 25.25% 12.75% 24.38% 24.30% 19.88%
--------------------------------------------------------------------------------------------
Best Calendar Qtr. 12/98 16.33%
Worst Calendar Qtr. 9/90 (10.07%)
--------------------------------------------------------------------------------------------

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Average Annual Total Return(1),(3)
As of 12/31/99
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10 YEARS OR
1 YEAR 5 YEARS SINCE INCEPTION

Energy Fund--Investor Class 41.88% 15.19% 4.38%
Financial Services Fund--Investor Class 0.73% 24.69% 21.28%
Gold Fund--Investor Class (8.99%) (13.04%) (8.61%)
Health Sciences Fund--Investor Class 0.59% 24.78% 19.26%
Leisure Fund--Investor Class 65.59% 27.97% 22.20%
Real Estate Opportunity Fund--Investor Class (5.50%) N/A (4.23%)(4)
Technology Fund--Investor Class 144.94% 43.84% 32.77%
Telecommunications Fund--Investor Class 144.28% 46.18% 43.24% (5)
Utilities Fund--Investor Class 19.88% 21.22% 13.81%
NAREIT--Equity REIT Index(6) (4.62%) 8.09% 9.14%
S&P 500 Index(6) 21.03% 28.54% 18.19%
--------------------------------------------------------------------------------------------

</TABLE>

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

(2) The total returns are for the Investor Class shares that are not offered
in this Prospectus. Total returns of Class C shares will differ only to
the extent that the classes do not have the same expenses.

(3) Returns for Investor Class shares of Energy, Financial Services, Gold,
Health Sciences, Leisure, Real Estate Opportunity, Technology,
Telecommunications and Utilities Funds for the calendar quarter ended June
30, 2000 were 36.15%, 0.29%, (2.91%), 16.07%, (6.03%), 12.92%, 15.48%,
8.62% and 3.26%, respectively.

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

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

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

<PAGE>

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

CLASS C SHARES

Maximum Deferred Sales Charge (Load) 1.00%(1)

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

ENERGY FUND--CLASS C
Management Fees(2) 0.75%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) 0.34%
-----
Total Annual Fund Operating Expenses(2),(4),(5) 2.09%
=====

FINANCIAL SERVICES FUND--CLASS C
Management Fees(2) 0.64%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) 0.00%
-----
Total Annual Fund Operating Expenses(2),(4),(5) 1.64%
=====

GOLD FUND--CLASS C
Management Fees(2) 0.75%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) 1.96%
-----
Total Annual Fund Operating Expenses(2),(4),(5) 3.71%
=====

HEALTH SCIENCES FUND--CLASS C
Management Fees(2) 0.60%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) 0.06%
-----
Total Annual Fund Operating Expenses(2),(4),(5) 1.66%
=====

LEISURE FUND--CLASS C
Management Fees(2) 0.71%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) 0.01%
-----
Total Annual Fund Operating Expenses(2),(4),(5) 1.72%
=====

<PAGE>

REAL ESTATE OPPORTUNITY FUND--CLASS C
Management Fees(7) 0.75%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(4),(5),(6),(7) 0.30%
-----
Total Annual Fund Operating Expenses(4),(5),(6),(7) 2.05%
=====

TECHNOLOGY FUND--CLASS C
Management Fees(2) 0.46%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5) (0.01%)
-------
Total Annual Fund Operating Expenses(2),(4),(5) 1.45%
======

TELECOMMUNICATIONS FUND--CLASS C
Management Fees(7) 0.51%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(4),(5),(6),(7) (0.01%)
-------
Total Annual Fund Operating Expenses(4),(5),(6),(7) 1.50%
======

UTILITIES FUND--CLASS C
Management Fees(2) 0.75%
Distribution and Service (12b-1) Fees(3) 1.00%
Other Expenses(2),(4),(5),(6) 0.09%
-----
Total Annual Fund Operating Expenses(2),(4),(5),(6) 1.84%
=====

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

(2) Annualized from November 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

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

(4) Each Fund's actual Total Annual Fund Operating Expenses were lower than
the figures shown because their custodian fees were reduced under an
expense offset arrangement.

(5) The expense information presented in this table has been restated from
the financial statements to reflect a change in the transfer agency fees.

(6) Certain expenses of Real Estate Opportunity Fund - Class C,
Telecommunications Fund - Class C and Utilities Fund - Class C were absorbed
voluntarily by INVESCO in order to ensure that expenses for those Funds did
not exceed 2.35% (2.05% prior to June 1, 2000), 2.75% and 2.05% (2.00%
prior to June 1, 2000), respectively, of each Fund's average net assets
attributable to Class C shares pursuant to commitments between the Funds
and INVESCO. These commitments may be changed at any time following
consultation with the board of directors. After absorption, but excluding
any expense offset arrangements, Real Estate Opportunity Fund-Class C's
shares' Other Expenses and Total Annual Fund Operating Expenses for the
fiscal period ended March 31, 2000 were 0.03% and 1.78%, respectively,

<PAGE>
of the Fund's average net assets attributable to Class C shares and
Utilities Fund-Class C's shares' Other Expenses and Total Annual Fund
Operating Expenses for the fiscal period ended March 31, 2000 were 0.09%
and 1.84%, respectively, of the Fund's average net assets attributable to
Class C shares.

(7) Annualized from August 1, 1999 through March 31, 2000, the Fund's current
fiscal year end.

EXAMPLES

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

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

IF SHARES ARE REDEEMED 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Energy Fund--Class C $312 $ 655 $1,124 $2,421
Financial Services Fund--Class C $267 $ 517 $ 892 $1,944
Gold Fund--Class C $473 $1,135 $1,916 $3,958
Health Sciences Fund--Class C $269 $ 523 $ 902 $1,965
Leisure Fund--Class C $275 $ 542 $ 933 $2,030
Real Estate Opportunity Fund--Class C $308 $ 643 $1,103 $2,379
Technology Fund--Class C $248 $ 459 $ 792 $1,735
Telecommunications Fund-Class C $253 $ 474 $ 818 $1,791
Utilities Fund--Class C $287 $ 579 $ 995 $2,159

IF SHARES ARE NOT REDEEMED 1 year 3 years 5 years 10 years
Energy Fund--Class C $212 $ 655 $1,124 $2,421
Financial Services Fund--Class C $167 $ 517 $ 892 $1,944
Gold Fund--Class C $373 $1,135 $1,916 $3,958
Health Sciences Fund--Class C $169 $ 523 $ 902 $1,965
Leisure Fund--Class C $175 $ 542 $ 933 $2,030
Real Estate Opportunity Fund--Class C $208 $ 643 $1,103 $2,379
Technology Fund--Class C $148 $ 459 $ 792 $1,735
Telecommunications Fund--Class C $153 $ 474 $ 818 $1,791
Utilities Fund--Class C $187 $ 579 $ 995 $2,159

</TABLE>

<PAGE>

[ARROWS ICON] INVESTMENT RISKS

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

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

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

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

[ARROWS ICON] PRINCIPAL RISKS ASSOCIATED WITH THE FUNDS

MARKET RISK

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

FOREIGN SECURITIES RISKS

<PAGE>

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

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

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

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

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

LIQUIDITY RISK

COUNTERPARTY RISK

LACK OF TIMELY INFORMATION RISK

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

Although each Fund generally invests in equity securities of companies in
the economic sector described by its name, the Funds also may invest in other

<PAGE>

types of securities and other financial instruments, indicated in the chart
below. Although these investments typically are not part of any Fund's principal
investment strategy, they may constitute a significant portion of a Fund's
portfolio, thereby possibly exposing a Fund and its investors to the following
additional risks.

--------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
--------------------------------------------------------------------------------
AMERICAN DEPOSITORY
RECEIPTS (ADRS) Market, Energy
These are securities Information, Financial Services
issued by U.S. banks Political, Gold
that represent shares of Regulatory, Health Sciences
foreign corporations Diplomatic, Leisure
held by those banks. Liquidity and Real Estate Opportunity
Although traded in U.S. Currency Risks Technology
securities markets and Telecommunications
valued in U.S. dollars, Utilities
ADRs carry most of the
risks of investing
directly in foreign
securities.

--------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which Credit and Energy
the seller of a security Counterparty Financial Services
agrees to buy it back at Risks Gold
an agreed-upon price and Health Sciences
time in the future. Leisure
Real Estate Opportunity
Technology
Telecommunications
Utilities
--------------------------------------------------------------------------------

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

<PAGE>

[ARROWS ICON] PORTFOLIO TURNOVER

Energy Fund 109%(1)
Health Sciences Fund 107%(1)
Real Estate Opportunity Fund 272%(2)

(1) For the period November 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

(2) For the period August 1, 1999 through March 31, 2000, the Fund's current
fiscal year end. Portfolio turnover was greater than expected during the
year due to active trading undertaken in response to market conditions.

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $42 billion
for more than 1,131,067 shareholders of 46 INVESCO mutual funds. INVESCO
performs a wide variety of other services for the Funds, including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

A wholly owned subsidiary of INVESCO, IDI is the Funds' distributor and is
responsible for the sale of the Funds' shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fees the Funds paid to INVESCO for its
advisory services in the fiscal periods ended March 31, 2000.

<PAGE>

--------------------------------------------------------------------------------
ADVISORY FEE AS A PERCENTAGE OF
FUND AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT
--------------------------------------------------------------------------------
Energy Fund 0.75%(1)
Financial Services Fund 0.64%(1)
Gold Fund 0.75%(1)
Health Sciences Fund 0.60%(1)
Leisure Fund 0.71%(1)
Real Estate Opportunity Fund 0.75%(2)
Technology Fund 0.46%(1)
Telecommunications Fund 0.51%(2)
Utilities Fund 0.75%(1)
--------------------------------------------------------------------------------

(1) Annualized for the period November 1, 1999 through March 31, 2000, the
Fund's current fiscal year end.

(2) Annualized for the period August 1, 1999 through March 31, 2000, the Fund's
current fiscal year end.

[INVESCO ICON] PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of their respective Fund's or Funds' portfolio holdings:

<PAGE>

JOHN R. SCHROER, Director of Research and a senior vice president of
INVESCO and a vice president of INVESCO Global Health Sciences Fund, is the
portfolio manager of Health Sciences Fund. Before joining INVESCO in 1992, John
was an assistant vice president with Trust Company of the West. He is a
Chartered Financial Analyst. John holds an M.B.A. and B.S. from the University
of Wisconsin--Madison.

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

[INVESCO ICON] POTENTIAL REWARDS

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

SUITABILITY FOR INVESTORS

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

[INVESCO ICON] SHARE PRICE

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

<PAGE>

the Funds would not calculate NAV on Thanksgiving Day (and INVESCO would not
buy, sell or exchange shares for you on that day), even though activity on
foreign exchanges could result in changes in the value of investments held by
the Funds on that day.

[INVESCO ICON] HOW TO BUY SHARES

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

The Funds offer multiple classes of shares. The chart in this section shows
several convenient ways to invest in the Funds. Each class represents an
identical interest in a Fund and has the same rights, except that each class
bears its own distribution and shareholder servicing charges, and other
expenses. The income attributable to each class and the dividends payable on the
shares of each class will be reduced by the amount of the distribution fee or
service fee, if applicable, and other expenses payable by that class.

There is no charge to invest directly through INVESCO. However, with
respect to Class C shares, upon redemption or exchange of Class C shares held
thirteen months or less (other than Class C shares acquired through reinvestment
of dividends or other distributions, or Class C shares exchanged for Class C
shares of another INVESCO fund), a contingent deferred sales charge of 1% of the
current net asset value of the Class C shares will be assessed. If you invest in
a Fund through a securities broker, you may be charged a commission or
transaction fee for either purchases or sales of Fund shares. For all new
accounts, please send a completed application form, and specify the fund or
funds and the class or classes of shares you wish to purchase.

MINIMUM INITIAL INVESTMENT. $10,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans, including IRAs.

MINIMUM SUBSEQUENT INVESTMENT. $1,000 (Minimums are lower for certain
retirement plans.)

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

<PAGE>

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

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

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

CHOOSING A SHARE CLASS. Each Fund has multiple classes of shares, each
class representing an interest in the same portfolio of investments. In deciding
which class of shares to purchase, you should consider, among other things, (i)
the length of time you expect to hold your shares, (ii) the provisions of the
distribution plan applicable to that class, if any, (iii) the eligibility
requirements that apply to purchases of a particular class, and (iv) any
services you may receive in making your investment determination. Your
investment representative can help you decide among the various classes. Please
contact your investment representative for several convenient ways to invest in
the Funds. Class C shares are available only through your investment
representative.

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

<PAGE>

method to determine your holding period. Under this method, the date of
redemption or exchange will be compared with the earliest purchase date of
shares held in your account. If your holding period is less than thirteen
months, the CDSC will be assessed on the current net asset value of those
shares.

You will not pay a CDSC:
o if you redeem Class C shares held for more than 13 months;
o if you redeem shares acquired through reinvestment of dividends and
distributions;
o on increases in the net asset value of your shares;
o if you are participating in the periodic withdrawal program and would like to
withdraw, on an annual basis, up to 10% of your principal;
o to pay account fees;
o for IRA distributions due to death, disability or periodic distributions
based on life expectancy;
o to return excess contributions (and earnings, if applicable) from retirement
plan accounts; or
o for redemptions following the death of a shareholder or beneficial owner.

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
BY CHECK $10,000 for INVESCO does not
Mail to: regular accounts; accept a third
INVESCO Funds Group, $250 for an IRA; party check unless
Inc., $1,000 minimum for it is from another
P.O. Box 17970, each financial
Denver, CO subsequent institution related
80217. investment. to a retirement
You may send your plan transfer.
check
by overnight courier
to:
7800 E. Union Ave.
Denver, CO 80237.
--------------------------------------------------------------------------------
BY WIRE $10,000
You may send your
payment by bank wire
(call 1-800-328-2234
for instructions).
--------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $1,000 You must forward
Call 1-800-328-2234 your bank account
to request your purchase. information to
Upon your telephone INVESCO prior to
instructions, INVESCO using this option.
will move money from
your designated bank/
credit union checking
or savings account in
order to purchase shares.
--------------------------------------------------------------------------------
<PAGE>

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
REGULAR INVESTING WITH $50 per month for EasiVest; Like all regular
EASIVEST OR DIRECT $50 per pay period for investment plans,
PAYROLL PURCHASE Direct Payroll Purchase. neither EasiVest
You may enroll on your fund You may start or stop nor Direct Payroll
application, or call us for your regular investment Purchase ensures a
a separate form and more plan at anytime, with profit or protects
details. Investing the same two weeks' notice to against loss in a
amount on a monthly basis INVESCO. falling market.
allows you to buy Because you'll
more shares when prices invest continually,
are low and fewer shares regardless of
when prices are high. This varying price
"dollar cost averaging" levels, consider
may help offset market your financial
fluctuations. Over a ability to keep
period of time, your buying through low
average cost per share price levels. And
may be less than the remember that you
actual average per will lose money
share. if you redeem your
shares when the
market value of all
your shares is less
than their cost.
--------------------------------------------------------------------------------
BY PERSONAL ACCOUNT $10,000 (The Be sure to write
LINE exchange minimum down the
Automated is $250 for subse- confirmation number
transactions by quent purchases provided to you.
phone are available requested by You must forward
for subsequent telephone.) your bank account
purchases and information to
exchanges 24 hours a INVESCO prior to
day. Simply call using this option.
1-800-424-8085.
--------------------------------------------------------------------------------
BY EXCHANGE $10,000 to open a See "Exchange
Between two INVESCO new account; Policy."
funds. Call $1,000 for written
1-800-328-2234 for requests to
prospectuses of purchase
other INVESCO funds. additional shares
Exchanges may be for an existing
made by phone or at account. (The
our Web site at exchange minimum
invescofunds.com. is $250 for
You may also exchanges
establish an requested by
automatic monthly telephone.)
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.

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

[INVESCO ICON] HOW TO SELL SHARES

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

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

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

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

REDEMPTION FEE. Except for any applicable CDSC, we will not charge you any
fees to redeem your shares; however, your broker or financial consultant may
charge service fees for handling these transactions.

<PAGE>

METHOD REDEMPTION MINIMUM PLEASE REMEMBER
--------------------------------------------------------------------------------
IN WRITING Any amount. The redemption
Mail your request to request must be
INVESCO Funds Group, signed by all
Inc., registered account
P.O. Box 17970, owners. Payment
Denver, CO will be mailed to
80217. your address as it
You may also send appears on
your request by INVESCO's records,
overnight courier to or to a bank
7800 E. Union Ave., designated by you
Denver, CO 80237. in writing.
--------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward
Call 1-800-328-2234 your bank account
to request your information to
redemption. INVESCO INVESCO prior to
will automatically using this option.
pay the proceeds
into your designated
bank account.
--------------------------------------------------------------------------------
BY EXCHANGE $250 for exchanges See "Exchange
Between two INVESCO requested Policy."
funds. Call by telephone. When opening a new
1-800-328-2234 for account, investment
prospectuses of minimums apply.
other INVESCO funds.
Exchanges may be made
by phone or at our
Web site at
invescofunds.com.
You may also establish
an automatic monthly
exchange service between
two INVESCO funds; call us
for further details and the
correct form.
--------------------------------------------------------------------------------
PERIODIC WITHDRAWAL $100 per payment You must have at
PLAN on a monthly or least $10,000 total
You may call us to quarterly basis. invested with the
request the The redemption INVESCO funds with
appropriate form and check may be made at least $5,000 of
more information at payable to any that total invested
1-800-328-2234. party you in the fund from
designate. which withdrawals
will be made.
--------------------------------------------------------------------------------
PAYMENT TO THIRD Any amount. All registered
PARTY account owners must
Mail your request to sign the request,
INVESCO Funds Group, with
Inc., signature
P.O. Box 17970 guarantees from an
Denver, CO eligible guarantor
80217. financial
institution, such
as a commercial
bank or a
recognized national
or regional
securities firm.

<PAGE>

[GRAPH ICON] TAXES

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

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

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

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of each Fund for the past five years (or, if shorter, the
period of the Fund's operations). Certain information reflects financial results
for a single share. The total returns in the table represent the annual
percentages that an investor would have earned (or lost) on an investment in a
share of a Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the financial statements, is included in
INVESCO Sector Funds, Inc.'s 2000 Annual Report to Shareholders, which is
incorporated by reference into the Statement of Additional Information. This
Report is available without charge by contacting IDI at the address or telephone
number on the back cover of this Prospectus.

Period Ended
March 31
-------------
2000(a)

ENERGY FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 14.35
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(b)
Net Investment Loss (0.01)
Net Gains on Securities
(Both Realized and Unrealized) 3.05
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.04
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 17.39
================================================================================

TOTAL RETURN 21.11%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $ 16
Ratio of Expenses to Average Net Assets(d) 2.05%(e)
Ratio of Net Investment Loss to Average
Net Assets (1.11%)(e)
Portfolio Turnover Rate 109%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) The per share information was computed based on average shares.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

FINANCIAL SERVICES FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 23.66
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(b) 0.00
Net Gains on Securities
(Both Realized and Unrealized) 3.48
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.48
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income(c) 0.00
In Excess of Net Investment Income 0.08
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.08
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 27.06
================================================================================

TOTAL RETURN 14.72%(d)

RATIOS
Net Assets End of Period ($000 Omitted) $ 138
Ratio of Expenses to Average Net Assets(e) 1.63%(f)
Ratio of Net Investment Income to Average
Net Assets 0.39%(f)
Portfolio Turnover Rate 38%(g)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) Net Investment Income aggregated less than $0.01 on a per share basis for
the period ended March 31, 2000.

(c) Dividends from Net Investment Income aggregated less than $0.01 on a per
share basis for the period ended March 31, 2000.

(d) Based on operations for the period shown and, accordingly, is not
representative of a full year.

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

(f) Annualized.

(g) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

GOLD FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 1.75
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss(b) (0.00)
Net Gains on Securities
(Both Realized and Unrealized) (0.15)
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (0.15)
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 1.60
================================================================================

TOTAL RETURN (8.57%)(c)

RATIOS
Net Assets End of Period ($000 Omitted) $ 1
Ratio of Expenses to Average Net Assets(d) 3.54%(e)
Ratio of Net Investment Income (Loss) to Average
Net Assets (0.82%)(e)
Portfolio Turnover Rate 37%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) Net Investment Loss for the period ended March 31, 2000 aggregated less
than $0.01 on a per share basis.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

HEALTH SCIENCES FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 62.05
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(b)
Net Investment Loss (0.03)
Net Gains on Securities
(Both Realized and Unrealized) (6.52)
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (6.55)
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 55.50
================================================================================

TOTAL RETURN (10.56%)(c)

RATIOS
Net Assets End of Period ($000 Omitted) $ 470
Ratio of Expenses to Average Net Assets(d) 1.65%(e)
Ratio of Net Investment Loss to Average
Net Assets (0.54%)(e)
Portfolio Turnover Rate 107%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) The per share information was computed based on average shares.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

LEISURE FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 45.51
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(b)
Net Investment Loss (0.02)
Net Gains on Securities
(Both Realized and Unrealized) 1.60
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.58
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 47.09
================================================================================

TOTAL RETURN 3.47%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $ 84
Ratio of Expenses to Average Net Assets(d) 1.71%(e)
Ratio of Net Investment Income (Loss) to Average
Net Assets (0.42%)(e)
Portfolio Turnover Rate 23%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) The per share information was computed based on average shares.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

REAL ESTATE OPPORTUNITY FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 6.58
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.08
Net Gains on Securities
(Both Realized and Unrealized) 0.06
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.14
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.04
In Excess of Net Investment Income 0.06
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.10
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 6.62
================================================================================

TOTAL RETURN 2.10%(b)

RATIOS
Net Assets End of Period ($000 Omitted) $ 143
Ratio of Expenses to Average Net Assets(c)(d) 1.77%(e)
Ratio of Net Investment Income (Loss) to Average
Net Assets(c) 19.13%(e)
Portfolio Turnover Rate 272%(f)(g)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) Based on operations for the period shown and, accordingly, is not
representative of a full year.

(c) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended March 31, 2000. If such expenses had not been voluntarily
absorbed, ratio of expenses to average net assets would have been 2.04%
(annualized) and ratio of net investment income to average net assets would
have been 18.86% (annualized).

(d) Ratio is based on Total Expenses of the Class, less Expenses Absorbed by
INVESCO, which is before any expense offset arrangements.

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from August 1, 1999 to March 31, 2000.

(g) Portfolio turnover was greater than expected during the year due to active
trading undertaken in response to market conditions.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

TECHNOLOGY FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 95.51
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(b)
Net Investment Loss (0.15)
Net Gains on Securities
(Both Realized and Unrealized) 6.49
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 6.34
--------------------------------------------------------------------------------
Net Asset Value--End of Period $101.85
================================================================================

TOTAL RETURN 6.63%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $2,970
Ratio of Expenses to Average Net Assets(d) 1.45%(e)
Ratio of Net Investment Loss to Average
Net Assets (1.03%)(e)
Portfolio Turnover Rate 28%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) The per share information was computed based on average shares.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

TELECOMMUNICATIONS FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 59.28
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS(b)
Net Investment Loss (0.06)
Net Gains on Securities
(Both Realized and Unrealized) 5.15
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.09
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 64.37
================================================================================

TOTAL RETURN 8.59%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $2,530
Ratio of Expenses to Average Net Assets(d) 1.49%(e)
Ratio of Net Investment Loss to Average
Net Assets (0.86%)(e)
Portfolio Turnover Rate 24%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) The per share information was computed based on average shares.

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

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from August 1, 1999 to March 31, 2000.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

Period Ended
March 31
-------------
2000(a)

UTILITIES FUND--CLASS C
PER SHARE DATA
Net Asset Value--Beginning of Period $ 19.91
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss (0.01)
Net Gains on Securities
(Both Realized and Unrealized) 0.52
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.51
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.02
--------------------------------------------------------------------------------
Net Asset Value--End of Period $ 20.40
================================================================================

TOTAL RETURN 2.58%(b)

RATIOS
Net Assets End of Period ($000 Omitted) $ 248
Ratio of Expenses to Average Net Assets(c)(d) 1.83%(e)
Ratio of Net Investment Loss to Average
Net Assets(d) (0.32%)(e)
Portfolio Turnover Rate 18%(f)

(a) From February 15, 2000, since inception of Class C shares, to March 31,
2000.

(b) Based on operations for the period shown and, accordingly, is not
representative of a full year.

(c) Ratio is based on Total Expenses of the Class, less Expenses Absorbed by
INVESCO, which is before any expense offset arrangements.

(d) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended March 31, 2000. If such expenses had not been voluntarily
absorbed, ratio of expenses to average net assets would have been 1.83%
(annualized) and ratio of net investment income to average net assets would
have been (0.32%) (annualized).

(e) Annualized.

(f) Portfolio Turnover is calculated at the Fund level, and therefore
represents the period from November 1, 1999 to March 31, 2000.

<PAGE>

JULY 31, 2000

INVESCO SECTOR FUNDS, INC.
INVESCO ENERGY FUND--CLASS C
INVESCO FINANCIAL SERVICES FUND--CLASS C
INVESCO GOLD FUND--CLASS C
INVESCO HEALTH SCIENCES FUND--CLASS C
INVESCO LEISURE FUND--CLASS C
INVESCO REAL ESTATE OPPORTUNITY FUND--CLASS C
INVESCO TECHNOLOGY FUND--CLASS C
INVESCO TELECOMMUNICATIONS FUND--CLASS C
INVESCO UTILITIES FUND--CLASS C

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

811-3826
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

INVESCO SECTOR FUNDS, INC.

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

Address: Mailing Address:

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

Telephone:

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

July 31, 2000

--------------------------------------------------------------------------------
A Prospectus for the Investor Class shares of INVESCO Energy, INVESCO Financial
Services, INVESCO Gold, INVESCO Health Sciences, INVESCO Leisure, INVESCO Real
Estate Opportunity, INVESCO Technology, INVESCO Telecommunications and INVESCO
Utilities Funds, a Prospectus for the Class C shares of INVESCO Energy, INVESCO
Financial Services, INVESCO Gold, INVESCO Health Sciences, INVESCO Leisure,
INVESCO Real Estate Opportunity, INVESCO Technology, INVESCO Telecommunications
and INVESCO Utilities Funds and a Prospectus for the Institutional Class shares
of INVESCO Technology Fund, each dated July 31, 2000, provide the basic
information you should know before investing in a Fund. This Statement of
Additional Information ("SAI") is incorporated by reference into the Funds'
Prospectuses; in other words, this SAI is legally part of the Funds'
Prospectuses. Although this SAI is not a prospectus, it contains information in
addition to that set forth in the Prospectuses. It is intended to provide
additional information regarding the activities and operations of the Funds and
should be read in conjunction with the Prospectuses.

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

<PAGE>
TABLE OF CONTENTS

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

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

Investment Restrictions...........................................120

Management of the Funds...........................................123

Other Service Providers...........................................152

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

Capital Stock.....................................................156

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

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

Financial Statements..............................................161

Appendix A........................................................162
<PAGE>
THE COMPANY

The Company was incorporated under the laws of Maryland as INVESCO Strategic
Portfolios, Inc. on August 10, 1983. On October 29, 1998, the name of the
Company was changed to INVESCO Sector Funds, Inc. On October 31, 1999, the
Company changed its fiscal year end to March 31. On February 14, 2000, the
Company assumed all of the assets and liabilities of INVESCO Real Estate
Opportunity Fund and INVESCO Telecommunications Fund, each a series of INVESCO
Specialty Funds, Inc.

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

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

INVESTMENTS, POLICIES AND RISKS

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

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

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

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

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

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

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

Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful guide to the credit risk of many debt securities. The
lower the rating of a debt security, the greater the credit risk the rating
service assigns to the security. To compensate investors for accepting that
greater risk, lower-rated debt securities tend to offer higher interest rates.
Lower-rated debt securities are often referred to as "junk bonds." Increasing
the amount of Fund assets invested in unrated or lower-grade straight debt
securities may increase the yield produced by a Fund's debt securities but will
also increase the credit risk of those securities. A debt security is considered
lower-grade if it is rated Ba or less by Moody's, BB or less by S&P. Lower-rated
and non-rated debt securities of comparable quality are subject to wider
<PAGE>
fluctuations in yields and market values than higher-rated debt securities and
may be considered speculative. Although a Fund may invest in debt securities
assigned lower grade ratings by S&P or Moody's, the Funds' investments have
generally been limited to debt securities rated B or higher by either S&P or
Moody's. Debt securities rated lower than B by either S&P or Moody's are usually
considered to be speculative. At the time of purchase, INVESCO will limit Fund
investments to debt securities which INVESCO believes are not highly speculative
and which are rated at least CCC by S&P or Caa by Moody's.

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

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

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

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

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

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

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

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

Rights and warrants are securities which entitle the holder to purchase the
securities of a company (usually, its common stock) at a specified price during
a specified time period. The value of a right or warrant is affected by many of
the same factors that determine the prices of common stocks. Rights and warrants
may be purchased directly or acquired in connection with a corporate
reorganization or exchange offer.
<PAGE>
The Funds also may purchase convertible securities including convertible debt
obligations and convertible preferred stock. A convertible security entitles the
holder to exchange it for a fixed number of shares of common stock (or other
equity security), usually at a fixed price within a specified period of time.
Until conversion, the owner of convertible securities usually receives the
interest paid on a convertible bond or the dividend preference of a preferred
stock.

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

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

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

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

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

FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS

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

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

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

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

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

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

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

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

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

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

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

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

(5) As described below, the Funds are required to maintain assets as "cover,"
maintain segregated accounts or make margin payments when they take positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If a Fund is unable to close out its
positions in such Financial Instruments, it might be required to continue to
maintain such assets or segregated accounts or make such payments until the
position expired. These requirements might impair a Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time.
<PAGE>
COVER. Positions in Financial Instruments, other than purchased options, expose
the Funds to an obligation to another party. A Fund will not enter into any such
transaction unless it owns (1) an offsetting ("covered") position in securities,
currencies or other options, futures contracts or forward contracts, or (2) cash
and liquid assets with a value, marked-to-market daily, sufficient to cover its
obligations to the extent not covered as provided in (1) above. The Funds will
comply with SEC guidelines regarding cover for these instruments and will, if
the guidelines so require, designate cash or liquid assets as segregated in the
prescribed amount as determined daily.

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

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

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

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

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

A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; which is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option, which is known as a
closing sale transaction. Closing transactions permit a Fund to realize profits
or limit losses on an option position prior to its exercise or expiration.
<PAGE>
RISKS OF OPTIONS ON SECURITIES. Options embody the possibility of large amounts
of exposure, which will result in a Fund's net asset value being more sensitive
to changes in the value of the related investment. A Fund may purchase or write
both exchange-traded and OTC options. Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between a Fund and its counterparty (usually a securities dealer or a bank) with
no clearing organization guarantee. Thus, when a Fund purchases an OTC option,
it relies on the counterparty from whom it purchased the option to make or take
delivery of the underlying investment upon exercise of the option. Failure by
the counterparty to do so would result in the loss of any premium paid by a Fund
as well as the loss of any expected benefit from the transaction.

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

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

OPTIONS ON INDEXES. Puts and calls on indexes are similar to puts and calls on
securities or futures contracts except that all settlements are in cash and
changes in value depend on changes in the index in question. When a Fund writes
a call on an index, it receives a premium and agrees that, prior to the
expiration date, upon exercise of the call, the purchaser will receive from the
Fund an amount of cash equal to the positive difference between the closing
price of the index and the exercise price of the call times a specified multiple
("multiplier"), which determines the total dollar value for each point of such
difference. When a Fund buys a call on an index, it pays a premium and has the
same rights as to such call as are indicated above. When a Fund buys a put on an
index, it pays a premium and has the right, prior to the expiration date, to
require the seller of the put to deliver to the Fund an amount of cash equal to
the positive difference between the exercise price of the put and the closing
price of the index times the multiplier. When a Fund writes a put on an index,
it receives a premium and the purchaser of the put has the right, prior to the
expiration date, to require the Fund to deliver to it an amount of cash equal to
the positive difference between the exercise price of the put and the closing
level of the index times the multiplier.
<PAGE>
The risks of purchasing and selling options on indexes may be greater than
options on securities. Because index options are settled in cash, when a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying securities. A Fund can offset some of the risk of
writing a call index option by holding a diversified portfolio of securities
similar to those on which the underlying index is based. However, a Fund cannot,
as a practical matter, acquire and hold a portfolio containing exactly the same
securities as underlie the index and, as a result, bears a risk that the value
of the securities held will vary from the value of the index.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A Fund might seek to hedge against changes in the value of a particular currency
when no Financial Instruments on that currency are available or such Financial
Instruments are more expensive than certain other Financial Instruments. In such
cases, a Fund may seek to hedge against price movements in that currency by
entering into transactions using Financial Instruments on another currency or a
basket of currencies, the value of which the adviser believes will have a high
degree of positive correlation to the value of the currency being hedged. The
risk that movements in the price of the Financial Instrument will not correlate
perfectly with movements in the price of the currency subject to the hedging
transaction may be increased when this strategy is used.
<PAGE>
The value of Financial Instruments on foreign currencies depends on the value of
the underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of such Financial Instruments, a
Fund could be disadvantaged by having to deal in the odd-lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.

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

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

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

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

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

The Funds may also use forward currency contracts in one currency or a basket of
currencies to attempt to hedge against fluctuations in the value of securities
denominated in a different currency if the adviser anticipates that there will
be a positive correlation between the two currencies.
<PAGE>
The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved, the length of the contract period and the market
conditions then prevailing. Because forward currency contracts are usually
entered into on a principal basis, no fees or commissions are involved. When a
Fund enters into a forward currency contract, it relies on the counterparty to
make or take delivery of the underlying currency at the maturity of the
contract. Failure by the counterparty to do so would result in the loss of some
or all of any expected benefit of the transaction.

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

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

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

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

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

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

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

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

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

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

INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities issued by other investment companies that invest in
short-term debt securities and seek to maintain a net asset value of $1.00 per
share ("money market funds"). The Funds also may invest in Standard & Poor's
Depository Receipts ("SPDRs") and shares of other investment companies. SPDRs
are investment companies whose portfolios mirror the compositions of specific
S&P indices, such as the S&P 500 and the S&P 400. SPDRs are traded on the
American Stock Exchange. SPDR holders such as a Fund are paid a "Dividend
Equivalent Amount" that corresponds to the amount of cash dividends accruing to
the securities held by the SPDR Trust, net of certain fees and expenses. The
Investment Company Act of 1940, as amended (the "1940 Act"), limits investments
in securities of other investment companies, such as the SPDR Trust. These
limitations include, among others, that, subject to certain exceptions, no more
than 10% of a Fund's total assets may be invested in securities of other
investment companies and no more than 5% of its total assets may be invested in
<PAGE>
the securities of any one investment company and no more than 3% of the
outstanding shares of any investment company. As a shareholder of another
investment company, a Fund would bear its pro rata portion of the other
investment company's expenses, including advisory fees, in addition to the
expenses the Fund bears directly in connection with its own operations.

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

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

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

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

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

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

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

The Funds may invest in debt securities issued under the "Brady Plan" in
connection with restructurings in emerging country debt markets or earlier
loans. These securities, often referred to as "Brady Bonds," are, in some cases,
denominated in U.S. dollars and collateralized as to principal by U.S. Treasury
zero coupon bonds having the same maturity. At least one year's interest
payments, on a rolling basis, are collateralized by cash or other investments.
Brady Bonds are actively traded on an over-the-counter basis in the secondary
market for emerging country debt securities. Brady Bonds are lower-rated bonds
and highly volatile.
<PAGE>
U.S. GOVERNMENT SECURITIES -- Each Fund may, from time to time, purchase debt
securities issued by the U.S. government. These securities include Treasury
bills, notes, and bonds. Treasury bills have a maturity of one year or less,
Treasury notes generally have a maturity of one to ten years, and Treasury bonds
generally have maturities of more than ten years.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A. The Fund may not sell securities short (unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold
short) or purchase securities on margin, except that (i) this policy does
not prevent the Fund from entering into short positions in foreign
currency, futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments, (ii) the Fund may obtain
such short-term credits as are necessary for the clearance of transactions,
and (iii) the Fund may make margin payments in connection with futures
contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments.
<PAGE>
B. The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO or an affiliate or a
successor thereof for temporary or emergency purposes (not for leveraging
or investing) or by engaging in reverse repurchase agreements with any
party (reverse repurchase agreements will be treated as borrowings for
purposes of fundamental limitation (3)).

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------
INVESTMENT ENERGY FINANCIAL SERVICES GOLD HEALTH SCIENCES
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WITHIN SECTOR Normally, at Normally, at Normally, at Normally, at
least 80%(a) least 80%(a) least 80%(a) least 80%(a)
---------------------------------------------------------------------------------------------------------
OUTSIDE SECTOR Up to 20%(b) Up to 20%(b) Up to 20%(b) Up to 20%(b)
---------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% Up to 100% Up to 25%
(Percentages exclude
ADRs and securities of
Canadian issuers.)
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
REAL ESTATE
INVESTMENT LEISURE OPPORTUNITY TECHNOLOGY TELECOMMUNICATIONS
---------------------------------------------------------------------------------------------------------
WITHIN SECTOR Normally, at Normally, at Normally, at Normally, at
least 80%(a) least 65% and least 80%(a) least 65%(c)(d)
no one
property type
will represent
more than 50%
of the Fund's
total
assets(c)(d)
---------------------------------------------------------------------------------------------------------
OUTSIDE SECTOR Up to 20%(b) Up to 35% Up to 20%(b) Up to 35%; up to
35% in infrastruc-
ture
---------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% Up to 25% Unlimited; may
(Percentages exclude be 65% or more
ADRs and securities of
Canadian issuers.)
---------------------------------------------------------------------------------------------------------

</TABLE>

--------------------------------------------
INVESTMENT UTILITIES
--------------------------------------------
WITHIN SECTOR Normally, at
least 80%(a)
--------------------------------------------
OUTSIDE SECTOR Up to 20%(b)
--------------------------------------------
FOREIGN SECURITIES
(Percentages exclude Up to 25%
ADRs and securities
of Canadian issuers.)
--------------------------------------------

(a) The Fund normally invests at least 80% of its assets in the equity
securities (common and preferred stocks and convertible bonds) of
companies primarily doing business in a specific business sector.
<PAGE>
(b) The remainder of the Fund's assets may be invested in any securities
or other instruments deemed appropriate by INVESCO, consistent with
the Fund's investment policies and restrictions. These investments
include, but are not limited to, debt securities issued by companies
outside the Fund's business sector, short-term high grade debt
obligations maturing no later than one year from the date of purchase
(including U.S. government and agency securities, domestic bank
certificates of deposit, commercial paper rated at least A-2 by S&P or
P-2 by Moody's and repurchase agreements) and cash.

(c) At least 65% in equity securities - including common stock, preferred
stock, securities convertible into common stock and warrants; up to
35% in debt securities of which no more than 15% can be in junk bonds.

(d) Investment in unrated securities may not exceed 25% of the Fund's
total assets. The Fund may not invest in bonds rated below B- by S&P
or B by Moody's.

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the Company's
investment adviser. INVESCO was founded in 1932 and serves as an investment
adviser to:

INVESCO Advantage Series Funds, Inc.
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.

As of June 30, 2000, INVESCO managed 46 mutual funds having combined assets of
over $42 billion, on behalf of more than 1,131,067 shareholders.

INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world with
approximately $392 billion in assets under management on March 31, 2000.

AMVESCAP PLC's North American subsidiaries include:

INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution
retirement plan services to plan sponsors, institutional retirement plan
sponsors, institutional plan providers and foreign governments.

INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a
division of IRBS, provides recordkeeping and investment selection
services to defined contribution plan sponsors of plans with between
$2 million and $200 million in assets. Additionally, IRPS provides
investment consulting services to institutions seeking to provide
retirement plan products and services.
<PAGE>
Institutional Trust Company, doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement
account custodian and/or trust services for individual retirement
accounts ("IRAs") and other retirement plan accounts. This includes
services such as recordkeeping, tax reporting and compliance. ITC acts
as trustee or custodian to these plans. ITC accepts contributions and
provides complete transfer agency functions: correspondence,
sub-accounting, telephone communications and processing of
distributions.

INVESCO, Inc., Atlanta, Georgia, manages individualized investment
portfolios of equity, fixed-income and real estate securities for
institutional clients, including mutual funds and collective investment
entities. INVESCO, Inc. includes the following Divisions:

INVESCO Capital Management Division, Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of
discretionary employee benefit plans for corporations and state and
local governments, and endowment funds.

INVESCO Management & Research Division, Boston, Massachusetts,
primarily manages pension and endowment accounts.

PRIMCO Capital Management Division, Louisville, Kentucky, specializes
in managing stable return investments, principally on behalf of
Section 401(k) retirement plans.

INVESCO Realty Advisors Division, Dallas, Texas, is responsible for
providing advisory services in the U.S. real estate markets for
AMVESCAP PLC's clients worldwide. Clients include corporate pension
plans and public pension funds as well as endowment and foundation
accounts.

INVESCO (NY) Division, New York, is an investment adviser for
separately managed accounts, such as corporate and municipal pension
plans, Taft-Hartley Plans, insurance companies, charitable
institutions and private individuals. INVESCO NY further serves as
investment adviser to several closed-end investment companies, and as
sub-adviser with respect to certain commingled employee benefit
trusts.

A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.

A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other
private investment advisory accounts and also serves as a sub-adviser to
certain retail and institutional mutual funds, one Canadian mutual fund and
one portfolio of an open-end registered investment company that is offered
to separate accounts of variable insurance companies.

A I M Distributors, Inc. and Fund Management Company, Houston, Texas, are
registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.
<PAGE>
THE INVESTMENT ADVISORY AGREEMENT

INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Company.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the Fund's investment policies. INVESCO may directly
manage a Fund itself, or may hire a sub-adviser, which may be an affiliate of
INVESCO, to do so. Specifically, INVESCO is responsible for:

o managing the investment and reinvestment of all the assets of the Funds,
and executing all purchases and sales of portfolio securities;

o maintaining a continuous investment program for the Funds, consistent
with (i) each Fund's investment policies as set forth in the Company's
Articles of Incorporation, Bylaws and Registration Statement, as from time
to time amended, under the 1940 Act, and in any prospectus and/or statement
of additional information of the Funds, as from time to time amended and in
use under the 1933 Act, and (ii) the Company's status as a regulated
investment company under the Internal Revenue Code of 1986, as amended;

o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the directors of the Company, and executing
transactions accordingly;

o providing the Funds the benefit of the investment analysis and research,
the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter generally
available to the investment advisory customers of the adviser or any
sub-adviser;

o determining what portion of each Fund's assets should be invested in the
various types of securities authorized for purchase by the Fund; and

o making recommendations as to the manner in which voting rights, rights to
consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.

INVESCO also performs all of the following services for the Funds:

o administrative;

o internal accounting (including computation of net asset value);

o clerical and statistical;

o secretarial;

o all other services necessary or incidental to the administration of the
affairs of the Funds;

o supplying the Company with officers, clerical staff and other employees;

o furnishing office space, facilities, equipment, and supplies; providing
personnel and facilities required to respond to inquiries related to
shareholder accounts;

o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including prospectuses, statements
of additional information, proxy statements, shareholder reports, tax
returns, reports to the SEC, and other corporate documents of the Funds);
<PAGE>
o supplying basic telephone service and other utilities; and

o preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act.

Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory services to the Company, INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:

Energy, Financial Services, Gold, Health Sciences, Leisure, Technology and
Utilities Funds

o 0.75% on the first $350 million of each Fund's average net assets;
o 0.65% on the next $350 million of each Fund's average net assets;
o 0.55% of each Fund's average net assets from $700 million;
o 0.45% of each Fund's average net assets from $2 billion;
o 0.40% of each Fund's average net assets from $4 billion;
o 0.375% of each Fund's average net assets from $6 billion; and
o 0.35% of each Fund's average net assets from $8 billion.

Real Estate Opportunity Fund

o 0.75% on the first $500 million of the Fund's average net assets;
o 0.65% on the next $500 million of the Fund's average net assets;
o 0.55% of the Fund's average net assets from $1 billion;
o 0.45% of the Fund's average net assets from $2 billion;
o 0.40% of the Fund's average net assets from $4 billion;
o 0.375% of the Fund's average net assets from $6 billion; and
o 0.35% of the Fund's average net assets from $8 billion.

Telecommunications Fund

o 0.65% on the first $500 million of the Fund's average net assets;
o 0.55% on the next $500 million of the Fund's average net assets;
o 0.45% of the Fund's average net assets from $1 billion;
o 0.40% of the Fund's average net assets from $4 billion;
o 0.375% of the Fund's average net assets from $6 billion; and
o 0.35% of the Fund's average net assets from $8 billion.

During the periods outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below. If applicable, the advisory fees were
offset by credits in the amounts shown below, so that the Funds' fees were not
in excess of the expense limitations shown below, which have been voluntarily
agreed to by the Company and INVESCO.

ADVISORY TOTAL EXPENSE TOTAL EXPENSE
INVESTOR CLASS FEE DOLLARS REIMBURSEMENTS LIMITATIONS
-------------- ----------- -------------- --------------
<S> <C> <C> <C>
ENERGY FUND
March 31, 2000(1) $ 539,870 N/A N/A
October 31, 1999 1,236,589 N/A N/A
October 31, 1998 1,366,009 N/A N/A
October 31, 1997 1,788,892 N/A N/A

FINANCIAL SERVICES FUND
March 31, 2000(1) $ 2,859,539 N/A N/A
October 31, 1999 8,448,427 N/A N/A
October 31, 1998 8,971,562 N/A N/A
October 31, 1997 5,705,247 N/A N/A

GOLD FUND
March 31, 2000(1) $ 282,723 N/A N/A
October 31, 1999 767,252 N/A N/A
October 31, 1998 902,210 N/A N/A
October 31, 1997 1,703,349 N/A N/A

HEALTH SCIENCES FUND
March 31, 2000(1) $ 4,323,383 N/A N/A
October 31, 1999 9,661,782 N/A N/A
October 31, 1998 7,138,414 N/A N/A
October 31, 1997 6,276,181 N/A N/A

LEISURE FUND
March 31, 2000(1) $ 1,565,805 N/A N/A
October 31, 1999 2,538,217 N/A N/A
October 31, 1998 1,743,033 N/A N/A
October 31, 1997 1,598,185 N/A N/A

REAL ESTATE OPPORTUNITY FUND
March 31, 2000(2) $ 90,079 $ 167,366 1.60%(3)
July 31, 1999 157,568 296,226 1.30%(4)
July 31, 1998 275,574 275,415 1.20%
July 31, 1997(5) 112,846 102,675 1.20%

TECHNOLOGY FUND
March 31, 2000(1) $ 7,284,606 N/A N/A
October 31, 1999 8,443,280 N/A N/A
October 31, 1998 6,846,934 N/A N/A
October 31, 1997 6,217,324 N/A N/A

TELECOMMUNICATIONS FUND
March 31, 2000(2) $ 7,283,504 $ 0 2.00%
July 31, 1999 3,079,599 0 2.00%
July 31, 1998 917,111 0 2.00%
July 31, 1997 358,300 0 2.00%

UTILITIES FUND
March 31, 2000(1) $ 711,289 $ 88,229 1.30%(6)
October 31, 1999 1,487,535 346,779 1.25%
October 31, 1998 1,327,773 135,673 1.25%
October 31, 1997 1,063,655 67,385 1.25%(7)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ADVISORY TOTAL EXPENSE TOTAL EXPENSE
INSTITUTIONAL CLASS FEE DOLLARS REIMBURSEMENTS LIMITATIONS
------------------- ----------- -------------- -----------------
<S> <C> <C> <C>
TECHNOLOGY FUND
March 31, 2000(1) $ 5,589,085 $ 0 0.95%
October 31, 1999(8) 2,132,824 N/A 0.95%

CLASS C (9)
-----------
ENERGY FUND
March 31, 2000(10) $ 4 N/A N/A

FINANCIAL SERVICES FUND
March 31, 2000(10) $ 29 N/A N/A

GOLD FUND
March 31, 2000(10) $ 1 N/A N/A

HEALTH SCIENCES FUND
March 31, 2000(10) $ 160 N/A N/A

LEISURE FUND
March 31, 2000(10) $ 23 N/A N/A

REAL ESTATE OPPORTUNITY FUND
March 31, 2000(10) $ 27 $ 9 2.35%(11)

TECHNOLOGY FUND
March 31, 2000(10) $ 884 N/A N/A

TELECOMMUNICATIONS FUND
March 31, 2000(10) $ 632 $ 0 2.75%

UTILITIES FUND
March 31, 2000(10) $ 159 $ 0 2.05%(12)
</TABLE>

(1) For the period November 1, 1999 through March 31, 2000, the Fund's current
fiscal year end.
(2) For the period August 1, 1999 through March 31, 2000, the Fund's current
fiscal year end.
(3) 1.30% prior to June 1, 2000.
(4) 1.20% prior to May 13, 1999.
(5) For the period January 2, 1997, commencement of operations, through
July 31, 1997.
(6) 1.25% prior to June 1, 2000.
(7) 1.10% prior to June 1, 1997.
(8) For the period December 22, 1998, commencement of operations, through
October 31, 1999.
(9) Class C shares of the Funds were offered beginning February 15, 2000.
(10) For the period February 15, 2000, commencement of operations, through
March 31, 2000.
(11) 2.05% prior to June 1, 2000.
(12) 2.00% prior to June 1, 2000.

<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT

INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated June 1, 2000 with the Company.

The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:

o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and

o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for
the benefit of participants in such plans.

As full compensation for services provided under the Administrative Services
Agreement, each Fund pays a monthly fee to INVESCO consisting of a base fee of
$10,000 per year, plus an additional incremental fee computed daily and paid
monthly at an annual rate of 0.015% of the average net assets of each Fund prior
to May 13, 1999 and 0.045% per year of the average net assets of each Fund
effective May 13, 1999.

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent, dividend disbursing agent, and
registrar services for the Funds pursuant to a Transfer Agency Agreement dated
June 1, 2000 with the Company.

The Transfer Agency Agreement provides that each Fund pays INVESCO an annual fee
of $22.50 ($20.00 prior to June 1, 2000) per shareholder account, or, where
applicable, per participant in an omnibus account. This fee is paid monthly at
the rate of 1/12 of the annual fee and is based upon the actual number of
shareholder accounts and omnibus account participants in each Fund at any time
during each month.

FEES PAID TO INVESCO

During the periods outlined in the table below, the Funds paid INVESCO the
following fees in the dollar amounts shown below (prior to the absorption of
certain Fund expenses by INVESCO and the sub-adviser, where applicable).

ADMINISTRATIVE TRANSFER
INVESTOR CLASS ADVISORY SERVICES AGENCY
-------------- -------- -------------- --------
ENERGY FUND
March 31, 2000(1) $ 539,870 $ 36,559 $ 295,829
October 31, 1999 1,236,589 64,206 773,666
October 31, 1998 1,366,009 37,320 778,806
October 31, 1997 1,788,892 45,876 710,090

FINANCIAL SERVICES FUND
March 31, 2000(1) $ 2,859,539 $ 202,541 $ 1,354,862
October 31, 1999 8,448,427 383,458 3,485,376
October 31, 1998 8,971,562 226,043 2,663,985
October 31, 1997 5,705,247 137,504 1,995,619
<PAGE>

ADMINISTRATIVE TRANSFER
INVESTOR CLASS ADVISORY SERVICES AGENCY
-------------- -------- -------------- --------
GOLD FUND
March 31, 2000(1) $ 282,723 $ 21,130 $ 309,207
October 31, 1999 767,252 39,652 840,794
October 31, 1998 902,210 28,044 789,720
October 31, 1997 1,703,349 44,069 982,788

HEALTH SCIENCES FUND
March 31, 2000(1) $ 4,323,383 $ 322,856 $ 1,692,370
October 31, 1999 9,661,782 465,978 3,728,045
October 31, 1998 7,138,414 176,048 2,690,463
October 31, 1997 6,276,181 152,539 2,910,149

LEISURE FUND
March 31, 2000(1) $ 1,565,805 $ 102,506 $ 474,513
October 31, 1999 2,538,217 117,284 958,999
October 31, 1998 1,743,033 44,861 881,727
October 31, 1997 1,598,185 41,964 1,048,771

REAL ESTATE OPPORTUNITY FUND
March 31, 2000(2) $ 90,079 $ 12,070 $ 113,001
July 31, 1999 157,568 14,814 219,575
July 31, 1998 275,574 15,511 215,561
July 31, 1997(3) 112,846 7,257 74,155

TECHNOLOGY FUND
March 31, 2000(1) $ 7,284,606 $ 697,730 $ 1,698,209
October 31, 1999 8,443,280 444,783 3,264,755
October 31, 1998 6,846,934 168,098 2,681,507
October 31, 1997 6,217,324 150,934 2,686,039

TELECOMMUNICATIONS FUND
March 31, 2000(2) $ 7,283,504 $ 635,952 $ 1,967,154
July 31, 1999 3,079,599 145,956 1,211,700
July 31, 1998 917,111 31,164 405,886
July 31, 1997 358,300 18,269 261,010

UTILITIES FUND
March 31, 2000(1) $ 711,289 $ 46,843 $ 220,764
October 31, 1999 1,487,535 69,173 544,152
October 31, 1998 1,327,773 36,556 494,273
October 31, 1997 1,063,655 31,273 530,316

INSTITUTIONAL CLASS
-------------------
TECHNOLOGY FUND
March 31, 2000(1) $ 5,589,085 $ 541,308 $ 479,859
October 31, 1999(4) 2,132,824 134,616 251,242

CLASS C (5)
-----------
ENERGY FUND
March 31, 2000(6) $ 4 $ 0 $ 2

FINANCIAL SERVICES FUND
March 31, 2000(6) $ 29 $ 2 $ 5

<PAGE>

ADMINISTRATIVE TRANSFER
CLASS C ADVISORY SERVICES AGENCY
------- -------- -------------- --------
GOLD FUND
March 31, 2000(6) $ 1 $ 0 $ 2

HEALTH SCIENCES FUND
March 31, 2000(6) $ 160 $12 $ 15

LEISURE FUND
March 31, 2000(6) $ 23 $ 1 $ 3

REAL ESTATE OPPORTUNITY FUND
March 31, 2000(6) $ 27 $ 3 $ 2

TECHNOLOGY FUND
March 31, 2000(6) $ 884 $92 $ 78

TELECOMMUNICATIONS FUND
March 31, 2000(6) $ 632 $59 $ 88

UTILITIES FUND
March 31, 2000(6) $ 159 $11 $ 8

(1) For the period November 1, 1999 through March 31, 2000, the Fund's current
fiscal year end.
(2) For the period August 1, 1999 through March 31, 2000, the Fund's current
fiscal year end.
(3) For the period January 2, 1997, commencement of operations, through July 31,
1997.
(4) For the period December 22, 1998, commencement of operations, through
October 31, 1999.
(5) Class C shares of the Funds were offered beginning February 15, 2000.
(6) For the period February 15, 2000, commencement of operations, through March
31, 2000.

DIRECTORS AND OFFICERS OF THE COMPANY

The overall direction and supervision of the Company come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.

The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.

The Company has a management liaison committee which meets quarterly with
various management personnel of INVESCO in order to facilitate better
understanding of management and operations of the Company, and to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.

The Company has a brokerage committee. The committee meets periodically to
review soft dollar and other brokerage transactions by the Funds, and to review
policies and procedures of INVESCO with respect to brokerage transactions. It
reports on these matters to the Company's board of directors.
<PAGE>
The Company has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by INVESCO to ensure that the use of
such instruments follows the policies on such instruments adopted by the
Company's board of directors. It reports on these matters to the Company's board
of directors.

The Company has a legal committee and an insurance committee. These committees
meet when necessary to review legal and insurance matters of importance to the
directors of the Company.

The Company has a nominating committee. The committee meets periodically to
review and nominate candidates for positions as independent directors to fill
vacancies on the board of directors.

The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company or
the Funds for their services as officers. INVESCO has the primary responsibility
for making investment decisions on behalf of the Funds. These investment
decisions are reviewed by the investment committee of INVESCO.

All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":

The table below provides information about each of the Company's directors and
officers. Their affiliations represent their principal occupations.

Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Mark H. Williamson(2)(3) President, Chief President, Chief
7800 E. Union Avenue Executive Officer and Executive Officer and
Denver, Colorado Chairman of the Board Chairman of the Board
Age: 49 of INVESCO Funds
Group Inc.; Presi-
dent, Chief Executive
Officer and Chairman
of the Board of
INVESCO Distributors,
Inc.; President,
Chief Operating
Officer and Chairman
of the Board of
INVESCO Global Health
Sciences Fund;
formerly, Chairman and
Chief Executive
Officer of NationsBanc
Advisors, Inc.;
formerly, Chairman of
NationsBanc
Investments, Inc.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Fred A. Deering Vice Chairman of the Trustee of INVESCO
(1)(2)(7)(8) Board Global Health Sciences
Security Life Center Fund; formerly,
1290 Broadway Chairman of the
Denver, Colorado Executive Committee
Age: 72 and Chairman of the
Board of Security Life
of Denver Insurance
Company; Director of
ING American Holdings
Company and First ING
Life Insurance
Company of New York.

Victor L. Andrews, Director Professor Emeritus,
Ph.D.(4)(6) Chairman Emeritus and
34 Seawatch Drive Chairman of the CFO
Savannah, Georgia Roundtable of the
Age: 70 Department of Finance
of Georgia State
University; President,
Andrews Financial
Associates, Inc.
(consulting firm);
Director of The
Sheffield Funds, Inc.;
formerly, member of
the faculties of the
Harvard Business
School and the Sloan
School of Management
of MIT.

Bob R. Baker(2)(4)(5)(9) Director Consultant (since
37 Castle Pines Dr. North 2000); formerly
Castle Rock, Colorado President and Chief
Age: 63 Executive Officer
(1989 to 2000) of AMC
Cancer Research
Center, Denver,
Colorado; until
mid-December 1988,
Vice Chairman of the
Board of First
Columbia Financial
Corporation,
Englewood, Colorado;
formerly, Chairman of
the Board and Chief
Executive Officer of
First Columbia
Financial Corporation.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Charles W. Brady(3) Director Chief Executive
1315 Peachtree St., N.E. Officer and Director
Atlanta, Georgia of AMVESCAP PLC,
Age: 65 London, England and
various subsidiaries
of AMVESCAP PLC;
Trustee of INVESCO
Global Health Sciences
Fund.

Lawrence H. Budner(1)(5) Director Trust Consultant;
7608 Glen Albens Circle prior to June 30,
Dallas, Texas 1987, Senior Vice
Age: 70 President and Senior
Trust Officer of
InterFirst Bank,
Dallas, Texas.

James T. Bunch(4)(5)(9) Director Principal and Founder
3600 Republic Plaza of Green Manning &
320 Seventeenth Street Bunch Ltd., Denver,
Denver, Colorado Colorado, since August
Age: 57 1988; Director and
Secretary of Green
Manning & Bunch
Securities, Inc.,
Denver, Colorado since
September 1993; Vice
President and Director
of Western Golf
Association and Evans
Scholars Foundation;
formerly, General
Counsel and Director
of Boettcher & Co.,
Denver, Colorado;
formerly, Chairman and
Managing Partner of
Davis Graham & Stubbs,
Denver, Colorado.

<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Wendy L. Gramm, Ph.D Director Self-employed (since
(4)(6)(9) 1993); Distinguished
3401 N. Fairfax Senior Fellow and
Arlington, Virginia Director, Regulatory
Age: 55 Studies Program,
Mercatus Center,
George Mason Uni-
versity, VA; formerly,
Chairman, Commodity
Futures Trading Commis-
sion; Administrator
for Information and
Regulatory Affairs at
the Office of
Management and Budget,
also, Director of
Enron Corporation,
IBP, inc., State Farm
Insurance Company,
International Republic
Institute, and the
Texas Public Policy
Foundation; formerly,
Director of the
Chicago Mercantile
Exchange (1994-1999),
Kinetic Concepts, Inc.
(1996-1997) and the
Independent Women's
Forum (1994-1999).

Richard W. Healey(3) Director Director and Senior
7800 E. Union Avenue Vice President of
Denver, Colorado INVESCO Distributors,
Age: 45 Inc. since 1998;
formerly, Senior Vice
President of GT
Global-North America
(1996 to 1998) and The
Boston Company
(1993-1996).

<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Gerald J. Lewis(1)(6)(7) Director Chairman of Lawsuit
701 "B" Street Resolution Services,
Suite 2100 San Diego, California
San Diego, California since 1987; Director
Age: 66 of General Chemical
Group, Inc., Hampdon,
New Hampshire, since
1996; formerly,
Associate Justice of
the California Court
of Appeals; Director
of Wheelabrator
Technologies, Inc.,
Fisher Scientific,
Inc., Henley
Manufacturing, Inc.,
and California Coastal
Properties, Inc.;
formerly, Of Counsel,
Latham & Watkins, San
Diego, California
(1987 to 1997).

John W. McIntyre Director Retired. Formerly,
(1)(2)(5)(7) Vice Chairman of the
7 Piedmont Center Board of Directors of
Suite 100 The Citizens and
Atlanta, Georgia Southern Corporation
Age: 69 and Chairman of the
Board and Chief Execu
tive Officer of The
Citizens and
Southern Georgia
Corp. and The Citizens
and Southern National
Bank; Trustee of
INVESCO Global Health
Sciences Fund, Gables
Residential Trust,
Employee's Retirement
System of GA, Emory
University, and J.M.
Tull Charitable
Foundation; Director
of Kaiser Foundation
Health Plans of
Georgia, Inc.

<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

Larry Soll, Ph.D. Director Retired. Formerly,
(4)(6)(9) Chairman of the Board
345 Poorman Road (1987 to 1994), Chief
Boulder, Colorado Executive Officer
Age: 58 (1982 to 1989 and 1993
to 1994) and Presi-
dent (1982 to 1989) of
Synergen Inc.;
Director of Synergen
since incorporation
in 1982; Director of
Isis Pharmaceuticals,
Inc.; Trustee of
INVESCO Global Health
Sciences Fund.

Glen A. Payne Secretary Senior Vice President,
7800 E. Union Avenue General Counsel and
Denver, Colorado Secretary of INVESCO
Age: 52 Funds Group, Inc.;
Senior Vice President,
Secretary and General
Counsel of INVESCO
Distributors, Inc.;
Secretary of INVESCO
Global Health Sciences
Fund; and General
Counsel of INVESCO
Trust Company (1989 to
1998) and employee of
a U.S. regulatory
agency, Washington,
D.C. (1973 to 1989).

Ronald L. Grooms Chief Accounting Senior Vice President,
7800 E. Union Avenue Officer, Chief Finan- Treasurer and Director
Denver, Colorado cial Officer and of INVESCO Funds
Age: 53 Treasurer Group, Inc.; Senior
Vice President,
Treasurer and Direc-
tor of INVESCO
Distributors, Inc.;
Treasurer and
Principal Financial
and Accounting Officer
of INVESCO Global
Health Sciences Fund;
formerly, Senior Vice
President and
Treasurer of INVESCO
Trust Company (1988
to 1998).
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years

William J. Galvin, Jr. Assistant Secretary Senior Vice President
7800 E. Union Avenue and Assistant
Denver, Colorado Secretary of INVESCO
Age: 43 Funds Group, Inc.;
Senior Vice President
and Assistant
Secretary of INVESCO
Distributors, Inc.;
formerly, Trust
Officer of INVESCO
Trust Company (1995 to
1998).

Pamela J. Piro Assistant Treasurer Vice President and
7800 E. Union Avenue Assistant Treasurer
Denver, Colorado of INVESCO Funds
Age: 39 Group, Inc.; Assistant
Treasurer of INVESCO
Distributors, Inc.;
formerly, Assistant
Vice President (1996
to 1997),
Director-Portfolio
Accounting (1994 to
1996), Portfolio
Accounting Manager
(1993 to 1994) and
Assistant Accounting
Manager (1990 to 1993).

Alan I. Watson Assistant Secretary Vice President of
7800 E. Union Avenue INVESCO Funds Group,
Denver, Colorado Inc.; formerly, Trust
Age: 58 Officer of INVESCO
Trust Company.

Judy P. Wiese Assistant Secretary Vice President and
7800 E. Union Avenue Assistant Secretary
Denver, Colorado of INVESCO Funds
Age: 52 Group, Inc.; Assistant
Secretary of INVESCO
Distributors, Inc.;
formerly, Trust
Officer of INVESCO
Trust Company.

(1) Member of the audit committee of the Company.

(2) Member of the executive committee of the Company. On occasion, the executive
committee acts upon the current and ordinary business of the Company between
meetings of the board of directors. Except for certain powers which, under
applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Company. All decisions are
subsequently submitted for ratification by the board of directors.
<PAGE>
(3) These directors are "interested persons" of the Company as defined in the
1940 Act.

(4) Member of the management liaison committee of the Company.

(5) Member of the brokerage committee of the Company.

(6) Member of the derivatives committee of the Company.

(7) Member of the legal committee of the Company.

(8) Member of the insurance committee of the Company.

(9) Member of the nominating committee of the Company.

The following table shows the compensation paid by the Company to its
Independent Directors for services rendered in their capacities as directors of
the Company; the benefits accrued as Company expenses with respect to the
Defined Benefit Deferred Compensation Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the indicated fiscal year or periods end.

In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these directors or trustees for services rendered in their
capacities as directors or trustees during the year ended December 31, 1999. As
of December 31, 1999, there were 46 funds in the INVESCO Complex.
<TABLE>
<CAPTION>

This table sets forth information for the Funds of the Company for the fiscal
year ended October 31, 1999.

----------------------------------------------------------------------------------------------------
Name of Aggregate Benefits Estimated Total Compensation
Person and Compensation Accrued Annual Benefits From INVESCO
Position From Company(1) As Part of Upon Retirement(3) Complex Paid To
Company Directors(7)
Expenses(2)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice $16,462 $13,098 $ 8,847 $107,050
Chairman of the Board
----------------------------------------------------------------------------------------------------
Victor L. Andrews 14,883 12,530 9,753 84,700
----------------------------------------------------------------------------------------------------
Bob R. Baker 15,178 11,189 13,070 82,850
----------------------------------------------------------------------------------------------------
Lawrence H. Budner 14,554 12,530 9,753 82,850
----------------------------------------------------------------------------------------------------
James T. Bunch(4) 0 0 0 0
----------------------------------------------------------------------------------------------------
Daniel D. Chabris(5) 7,589 12,804 8,024 34,000
----------------------------------------------------------------------------------------------------
Wendy Gramm 14,459 0 0 81,350
----------------------------------------------------------------------------------------------------
Kenneth T. King(5) 15,740 13,369 8,024 85,850
----------------------------------------------------------------------------------------------------
Gerald J. Lewis(4) 0 0 0 0
----------------------------------------------------------------------------------------------------
John W. McIntyre 16,063 0 0 108,700
----------------------------------------------------------------------------------------------------
Larry Soll 14,459 0 0 100,900
----------------------------------------------------------------------------------------------------
Total 129,387 75,520 57,471 768,250
----------------------------------------------------------------------------------------------------
% of Net Assets 0.0019%(6) 0.0011%(6) 0.0024%(7)
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

This table sets forth information for the Funds of the Company for the fiscal
periods ended March 31, 2000.

----------------------------------------------------------------------------------------------------
Name of Aggregate Benefits Estimated Total Compensation
Person and Compensation Accrued Annual Benefits From INVESCO
Position From Company(1) As Part of Upon Retirement(3) Complex Paid To
Company Directors(7)
Expenses(2)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice $12,842 $22,815 $11,136 $107,050
Chairman of the Board
----------------------------------------------------------------------------------------------------
Victor L. Andrews 12,493 21,854 12,891 84,700
----------------------------------------------------------------------------------------------------
Bob R. Baker 12,323 19,514 17,275 82,850
----------------------------------------------------------------------------------------------------
Lawrence H. Budner 12,307 21,854 12,891 82,850
----------------------------------------------------------------------------------------------------
James T. Bunch(4) 5,560 0 0 0
----------------------------------------------------------------------------------------------------
Daniel D. Chabris(5) 3,885 21,784 10,606 34,000
----------------------------------------------------------------------------------------------------
Wendy Gramm 11,843 0 0 81,350
----------------------------------------------------------------------------------------------------
Kenneth T. King(5) 10,385 23,090 10,606 85,850
----------------------------------------------------------------------------------------------------
Gerald J. Lewis(4) 5,560 0 0 0
----------------------------------------------------------------------------------------------------
John W. McIntyre 12,759 6,022 12,891 108,700
----------------------------------------------------------------------------------------------------
Larry Soll 12,090 0 0 100,900
----------------------------------------------------------------------------------------------------
Total 112,047 136,933 88,296 768,250
----------------------------------------------------------------------------------------------------
% of Net Assets 0.0006%(8) 0.0008%(8) 0.0024%(7)
----------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>
(1) The vice chairman of the board, the chairmen of the Funds' committees
who are Independent Directors, and the members of the Funds' committees who are
Independent Directors, each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Directors.

(2) Represents estimated benefits accrued with respect to the Defined
Benefit Deferred Compensation Plan discussed below, and not compensation
deferred at the election of the directors.

(3) These amounts represent the Company's share of the estimated annual
benefits payable by the INVESCO Funds upon the directors' retirement, calculated
using the current method of allocating director compensation among the INVESCO
Funds. These estimated benefits assume retirement at age 72 and that the basic
retainer payable to the directors will be adjusted periodically for inflation,
for increases in the number of funds in the INVESCO Funds, and for other reasons
during the period in which retirement benefits are accrued on behalf of the
respective directors. This results in lower estimated benefits for directors who
are closer to retirement and higher estimated benefits for directors who are
further from retirement. With the exception of Drs. Soll and Gramm and Messrs.
Bunch and Lewis, each of these directors has served as a director of one or more
of the funds in the INVESCO Funds for the minimum five-year period required to
be eligible to participate in the Defined Benefit Deferred Compensation Plan.
Mr. McIntyre became eligible to participate in the Defined Benefit Deferred
Compensation Plan as of November 1, 1998, and was not included in the
calculation of retirement benefits until November 1, 1999.

(4) Messrs. Bunch and Lewis became directors of the Company on January 1,
2000.

(5) Mr. Chabris retired as a director of the Company on September 30, 1998.
Mr. King retired as a director of the Company on December 31, 1999.

(6) Total as a percentage of the Company's net assets as of October 31, 1999.

(7) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1999.

(8) Total as a percentage of the Company's net assets as of March 31, 2000.

Messrs. Brady, Healey and Williamson, as "interested persons" of the Company and
the other INVESCO Funds, receive compensation as officers or employees of
INVESCO or its affiliated companies, and do not receive any director's fees or
other compensation from the Company or the other funds in the INVESCO Funds for
their service as directors.

The boards of directors of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified Director") is entitled to receive,
if the Qualified Director retires upon reaching 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/her retirement (the "Basic Benefit"). Commencing with any such director's
second year of retirement, commencing with the first year of retirement of any
Qualified Director whose retirement has been extended by the boards for three
years, and commencing with attainment of age 72 by a Qualified Director who
voluntarily retires prior to reaching age 72, a Qualified Director shall receive
quarterly payments at an annual rate equal to 50% of the Basic Benefit. These
payments will continue for the remainder of the Qualified Director's life or ten
years, whichever is longer (the "Reduced Benefit Payments"). If a Qualified
Director dies or becomes disabled after age 72 and before age 74 while still a
director of the funds, the First Year Retirement Benefit and Reduced Benefit
Payments will be made to him/her or to his/her beneficiary or estate. If a
Qualified Director becomes disabled or dies either prior to age 72 or during
his/her 74th year while still a director of the funds, the director will not be
<PAGE>
entitled to receive the First Year Retirement Benefit; however, the Reduced
Benefit Payments will be made to him/her or to his/her beneficiary or estate.
The Plan is administered by a committee of three directors who are also
participants in the Plan and one director who is not a Plan participant. The
cost of the Plan will be allocated among the INVESCO Funds in a manner
determined to be fair and equitable by the committee. The Company began making
payments under the Plan to Mr. Chabris as of October 1, 1998 and to Mr. King as
of January 1, 2000. The Company has no stock options or other pension or
retirement plans for management or other personnel and pays no salary or
compensation to any of its officers. A similar plan has been adopted by INVESCO
Global Health Sciences Fund's board of trustees. All trustees of INVESCO Global
Health Sciences Fund are also directors of the INVESCO Funds.

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 of the INVESCO
Funds. Certain of the deferred amounts have been invested in the shares of all
INVESCO Funds except Funds offered by INVESCO Variable Investment Funds, Inc.,
in which the directors are legally precluded from investing. Each Independent
Director may, therefore, be deemed to have an indirect interest in shares of
each such INVESCO Fund, in addition to any INVESCO Fund shares the Independent
Director may own either directly or beneficially.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of June 30, 2000, the following persons owned more than 5% of the outstanding
shares of the Funds indicated below. This level of share ownership is considered
to be a "principal shareholder" relationship with a Fund under the 1940 Act.
Shares that are owned "of record" are held in the name of the person indicated.
Shares that are owned "beneficially" are held in another name, but the owner has
the full economic benefit of ownership of those shares:

<TABLE>
<CAPTION>
Energy Fund

Charles Schwab & Co. Inc. Special Custody Record 28.11%
for the Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 19.17%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------
Resources Trust Co Cust for Record 7.41%
the Exclusive Benefit of the Various
Customers of IMS
PO Box 3865
Englewood, CO 80155-3865

------------------------------------------------------------------------------------------------
<PAGE>
Financial Services Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Record 32.61%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 6.24%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------

Gold Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Record 26.55%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 5.48%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------
<PAGE>

Health Sciences Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Inc. Record 26.55%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 6.25%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------

Leisure Fund

Real Estate Opportunity Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Inc Record 17.75%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Investor Services Corp Record 13.10%
For The Exclusive Benefit of Our Customers
55 Water Street
New York, NY 10041-0001
------------------------------------------------------------------------------------------------
Resources Trust Co Record 12.02%
Cust for the Exclusive Benefit of the Various
Customers of IMS
PO Box 3865
Englewood, CO 80155-3865
------------------------------------------------------------------------------------------------
<PAGE>
Technology Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Record 30.42%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 5.86%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------

Telecommunications Fund

------------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================================
Charles Schwab & Co Inc. Record 29.49%
Special Custody Acct For The Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------------------------------------------------------------------
National Financial Services Corp. Record 11.11%
The Exclusive Benefit of Customers
One World Financial Center
Attn: Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
------------------------------------------------------------------------------------------------

Utilities Fund

DISTRIBUTOR

INVESCO Distributors, Inc. ("IDI"), a wholly owned subsidiary of INVESCO,
is the distributor of the Funds. IDI bears all expenses, including the cost of
printing and distributing prospectuses, incident to marketing of the Funds'
shares, except for such distribution expenses as are paid out of Fund assets
under the Company's Plans of Distribution (the "Plans"), which have been adopted
by each Fund pursuant to Rule 12b-1 under the 1940 Act.

INVESTOR CLASS. The Company has adopted a Plan and Agreement of Distribution
(the "Investor Class Plan") with respect to Investor Class shares, which
provides that the Investor Class shares of each Fund will make monthly payments
to IDI computed at an annual rate no greater than 0.25% of average net assets
attributable to Investor Class shares. These payments permit IDI, at its
discretion, to engage in certain activities and provide services in connection
with the distribution of a Fund's Investor Class shares to investors. Payments
by a Fund under the Investor Class Plan, for any month, may be made to
compensate IDI for permissible activities engaged in and services provided.

CLASS C. The Company has adopted a Master Distribution Plan and Agreement -
Class C pursuant to Rule 12b-1 under the 1940 Act relating to the Class C shares
of the Funds (the "Class C Plan"). Under the Class C Plan, Class C shares of the
Funds pay compensation to IDI at an annual rate of 1.00% per annum of the
average daily net assets attributable to Class C shares for the purpose of
financing any activity which is primarily intended to result in the sale of
Class C shares. The Class C Plan is designed to compensate IDI for certain
promotional and other sales-related costs, and to implement a dealer incentive
program which provides for periodic payments to selected dealers who furnish
continuing personal shareholder services to their customers who purchase and own
Class C shares of a Fund. Payments can also be directed by IDI to selected
institutions that have entered into service agreements with respect to Class C
shares of each Fund and that provide continuing personal services to their
customers who own such Class C shares of a Fund. Activities appropriate for
financing under the Class C Plan include, but are not limited to, the following:
printing of prospectuses and statements of additional information and reports
for other than existing shareholders; preparation and distribution of
advertising material and sales literature; expenses of organizing and conducting
sales seminars; supplemental payments to dealers and other institutions such as
asset-based sales charges or as payments of service fees under shareholder
service arrangements; and costs of administering the Class C Plan.

Of the aggregate amount payable under the Class C Plan, payments to dealers and
other financial institutions that provide continuing personal shareholder
services to their customers who purchase and own Class C shares of a Fund, in
amounts of up to 0.25% of the average daily net assets of the Class C shares of
the Fund attributable to the customers of such dealers or financial
institutions, are characterized as a service fee. Payments to dealers and other
financial institutions in excess of such amount and payments to IDI would be
characterized as an asset-based sales charge pursuant to the Class C Plan.
Payments pursuant to the Class C Plan are subject to any applicable limitations
imposed by rules of the National Association of Securities Dealers, Inc.
("NASD"). The Class C Plan conforms to rules of the NASD by limiting payments
made to dealers and other financial institutions who provide continuing personal
shareholder services to their customers who purchase and own Class C shares of
the Funds to no more than 0.25% per annum of the average daily net assets of the
Class C shares of the Funds attributable to the customers of such dealers or
financial institutions, and by imposing a cap on the total sales charges,
including asset-based sales charges, that may be paid by the Funds.
<PAGE>
IDI may pay sales commissions to dealers and institutions who sell Class C
shares of the Funds at the time of such sales. Payments with respect to Class C
shares will equal 1.00% of the purchase price of the Class C shares sold by the
dealer or institution, and will consist of a sales commission of 0.75% of the
purchase price of Class C shares sold plus an advance of the first year service
fee of 0.25% with respect to such shares. IDI will retain all payments received
by it relating to Class C shares for the first thirteen months after they are
purchased. The portion of the payments to IDI under the Class C Plan
attributable to Class C shares which constitutes an asset-based sales charge
(0.75%) is intended in part to permit IDI to recoup a portion of on-going sales
commissions to dealers plus financing costs, if any. After the first thirteen
months, IDI will make such payments quarterly to dealers and institutions based
on the average net asset value of Class C shares which are attributable to
shareholders for whom the dealers and institutions are designated as dealers of
record.

A significant expenditure under the Investor Class Plan and Class C Plan
(collectively, the "Plans") is compensation paid to securities companies and
other financial institutions and organizations, which may include
INVESCO-affiliated companies, in order to obtain various distribution-related
and/or administrative services for the Funds. Each Fund is authorized by a Plan
to use its assets to finance the payments made to obtain those services.
Payments will be made by IDI to broker-dealers who sell shares of a Fund and may
be made to banks, savings and loan associations and other depository
institutions. Although the Glass-Steagall Act limits the ability of certain
banks to act as underwriters of mutual fund shares, INVESCO does not believe
that these limitations would affect the ability of such banks to enter into
arrangements with IDI, but can give no assurance in this regard. However, to the
extent it is determined otherwise in the future, arrangements with banks might
have to be modified or terminated, and, in that case, the size of the Funds
possibly could decrease to the extent that the banks would no longer invest
customer assets in the Funds. Neither the Company nor its investment adviser
will give any preference to banks or other depository institutions which enter
into such arrangements when selecting investments to be made by a Fund.
Financial institutions and any other person entitled to receive compensation for
selling Fund shares may receive different compensation for selling shares of one
particular class instead of another.

The Funds made payments to IDI under the Investor Class Plan during the
fiscal periods ended March 31, 2000, in the amounts of $187,605, $1,122,528,
$101,355, $1,682,900, $521,943, $30,087, $3,117,748, $2,838,019 and $224,308 for
Energy Fund - Investor Class, Financial Services Fund - Investor Class, Gold
Fund - Investor Class, Health Sciences Fund - Investor Class, Leisure Fund -
Investor Class, Real Estate Opportunity Fund - Investor Class, Technology Fund -
Investor Class, Telecommunications Fund - Investor Class and Utilities Fund -
Investor Class, respectively. In addition, as of the fiscal period ended March
31, 2000, $38,270, $207,094, $17,879, $412,392, $112,910, $3,910, $1,147,054,
$877,189 and $54,963 of additional distribution accruals had been incurred by
the Energy Fund - Investor Class, Financial Services Fund - Investor Class, Gold
Fund - Investor Class, Health Sciences Fund - Investor Class, Leisure Fund -
Investor Class, Real Estate Opportunity Fund - Investor Class, Technology Fund -
Investor Class, Telecommunications Fund - Investor Class and Utilities Fund -
Investor Class, respectively, and will be paid during the fiscal year ended
March 31, 2001.

The Funds made payments to IDI under the Class C Plan during the fiscal periods
ended March 31, 2000, in the amounts of $0, $2, $0, $7, $3, $0, $167, $70 and
$38 for Energy Fund - Class C, Financial Services Fund - Class C, Gold Fund -
Class C, Health Sciences Fund - Class C, Leisure Fund - Class C, Real Estate
Opportunity Fund - Class C, Technology Fund - Class C, Telecommunications Fund -
Class C and Utilities Fund - Class C, respectively. In addition, as of the
fiscal period ended March 31, 2000, $4, $39, $1, $236, $27, $29, $1,729, $1,152
and $163 of additional distribution accruals had been incurred by the Energy
Fund - Class C, Financial Services Fund - Class C, Gold Fund - Class C, Health
Sciences Fund - Class C, Leisure Fund - Class C, Real Estate Opportunity Fund -
<PAGE>
Class C, Technology Fund - Class C, Telecommunications Fund - Class C and
Utilities Fund - Class C, respectively, and will be paid during the fiscal year
ended March 31, 2001.

For the fiscal period ended March 31, 2000, allocation of Rule 12b-1 amounts
paid by the Funds for the following categories of expenses were:

INVESTOR CLASS
--------------
ENERGY FUND

Advertising- $63,925;
Sales literature, printing, and postage--$9,908;
Direct mail--$4,701;
Public relations/promotion--$13,125;
Compensation to securities dealers and other organizations--$43,762; and
Marketing personnel--$52,184.

FINANCIAL SERVICES FUND

Advertising--$274,411;
Sales literature, printing, and postage--$48,931;
Direct mail--$21,690;
Public relations/promotion--$62,867;
Compensation to securities dealers and other organizations--$455,218; and
Marketing personnel--$259,411.

GOLD FUND

Advertising--$40,669;
Sales literature, printing, and postage--$6,467;
Direct mail--$3,199;
Public relations/promotion--$8,569;
Compensation to securities dealers and other organizations--$6,763; and
Marketing personnel--$35,688.

HEALTH SCIENCES FUND

Advertising--$435,431;
Sales literature, printing, and postage--$80,420;
Direct mail--$30,619;
Public relations/promotion--$95,204;
Compensation to securities dealers and other organizations--$671,057; and
Marketing personnel--$370,169.

LEISURE FUND

Advertising--$129,645;
Sales literature, printing, and postage--$26,223;
Direct mail--$21,548;
Public relations/promotion--$34,960;
Compensation to securities dealers and other organizations--$196,607; and
Marketing personnel--$112,960.

REAL ESTATE OPPORTUNITY FUND

Advertising- $6,285;
Sales literature, printing, and postage--$3,456;
Direct mail--$3,431;
Public relations/promotion--$1,884;
Compensation to securities dealers and other organizations--$9,279; and
Marketing personnel--$5,752.
<PAGE>
TECHNOLOGY FUND

Advertising--$831,799;
Sales literature, printing, and postage--$156,513;
Direct mail--$62,056;
Public relations/promotion--$158,485;
Compensation to securities dealers and other organizations--$1,281,175; and
Marketing personnel--$627,720.

TELECOMMUNICATIONS FUND

Advertising--$665,364;
Sales literature, printing, and postage--$196,381;
Direct mail--$88,406;
Public relations/promotion--$158,510;
Compensation to securities dealers and other organizations--$1,218,752; and
Marketing personnel--$510,606.

UTILITIES FUND

Advertising--$54,438;
Sales literature, printing, and postage--$9,621;
Direct mail--$3,757;
Public relations/promotion--$11,837;
Compensation to securities dealers and other organizations--$98,337; and
Marketing personnel--$46,318.

CLASS C
-------
ENERGY FUND

Advertising - $0;
Sales literature, printing, and postage - $0;
Direct mail - $0;
Public relations/promotion - $0;
Compensation to securities dealers and other organizations - $0.40; and
Marketing personnel - $0.

FINANCIAL SERVICES FUND

GOLD FUND

HEALTH SCIENCES FUND

REAL ESTATE OPPORTUNITY FUND

TECHNOLOGY FUND

TELECOMMUNICATIONS FUND

UTILITIES FUND

The services which are provided by securities dealers and other organizations
may vary by dealer but include, among other things, processing new shareholder
account applications, preparing and transmitting to the Company's Transfer Agent
computer-processable tapes of all Fund transactions by customers, serving as the
primary source of information to customers in answering questions concerning the
Funds, and assisting in other customer transactions with the Funds.

The Plans provide that they shall continue in effect with respect to each Fund
as long as such continuance is approved at least annually by the vote of the
board of directors of the Company cast in person at a meeting called for the
purpose of voting on such continuance, including the vote of a majority of the
Independent Directors. A Plan can also be terminated at any time by a Fund,
without penalty, if a majority of the Independent Directors, or shareholders of
the relevant class of shares of the Fund, vote to terminate a Plan. The Company
may, in its absolute discretion, suspend, discontinue or limit the offering of
its shares at any time. In determining whether any such action should be taken,
the board of directors intends to consider all relevant factors including,
<PAGE>
without limitation, the size of a Fund, the investment climate for a Fund,
general market conditions, and the volume of sales and redemptions of a Fund's
shares. The Plans may continue in effect and payments may be made under a Plan
following any temporary suspension or limitation of the offering of Fund shares;
however, the Company is not contractually obligated to continue a Plan for any
particular period of time. Suspension of the offering of a Fund's shares would
not, of course, affect a shareholder's ability to redeem his or her shares.

So long as the Plans are in effect, the selection and nomination of persons to
serve as Independent Directors of the Company shall be committed to the
Independent Directors then in office at the time of such selection or
nomination. The Plans may not be amended to increase the amount of a Fund's
payments under a Plan without approval of the shareholders of the affected class
of the Fund's shares, and all material amendments to a Plan must be approved by
the board of directors of the Company, including a majority of the Independent
Directors. Under the agreement implementing the Plans, IDI or a Fund, the latter
by vote of a majority of the Independent Directors, or a majority of the holders
of the relevant class of a Fund's outstanding voting securities, may terminate
such agreement without penalty upon 30 days' written notice to the other party.
No further payments will be made by a Fund under a Plan in the event of its
termination.

To the extent that a Plan constitutes a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so as to
authorize the use of Fund assets in the amounts and for the purposes set forth
therein, notwithstanding the occurrence of an assignment, as defined by the 1940
Act, and rules thereunder. To the extent it constitutes an agreement pursuant to
a plan, a Fund's obligation to make payments to IDI shall terminate
automatically, in the event of such "assignment." In this event, a Fund may
continue to make payments pursuant to a Plan only upon the approval of new
arrangements regarding the use of the amounts authorized to be paid by a Fund
under a Plan. Such new arrangements must be approved by the directors, including
a majority of the Independent Directors, by a vote cast in person at a meeting
called for such purpose. These new arrangements might or might not be with IDI.
On a quarterly basis, the directors review information about the distribution
services that have been provided to each Fund and the 12b-1 fees paid for such
services. On an annual basis, the directors consider whether a Plan should be
continued and, if so, whether any amendment to the Plan, including changes in
the amount of 12b-1 fees paid by each class of a Fund, should be made.

The only Company directors and interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, who have a direct or indirect financial
interest in the operation of the Plans are the officers and directors of the
Company who are also officers either of IDI or other companies affiliated with
IDI. The benefits which the Company believes will be reasonably likely to flow
to a Fund and its shareholders under the Plans include the following:

o Enhanced marketing efforts, if successful, should result in an increase
in net assets through the sale of additional shares and afford greater
resources with which to pursue the investment objectives of the Funds;

o The sale of additional shares reduces the likelihood that redemption of
shares will require the liquidation of securities of the Funds in amounts
and at times that are disadvantageous for investment purposes; and

o Increased Fund assets may result in reducing each investor's share of
certain expenses through economies of scale (e.g., exceeding established
breakpoints in an advisory fee schedule and allocating fixed expenses over
a larger asset base), thereby partially offsetting the costs of a Plan.
<PAGE>
The positive effect which increased Fund assets will have on INVESCO's revenues
could allow INVESCO and its affiliated companies:

o To have greater resources to make the financial commitments necessary to
improve the quality and level of the Funds' shareholder services (in both
systems and personnel);

o To increase the number and type of mutual funds available to investors
from INVESCO and its affiliated companies (and support them in their
infancy), and thereby expand the investment choices available to all
shareholders; and

o To acquire and retain talented employees who desire to be associated with
a growing organization.

OTHER SERVICE PROVIDERS

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 1670 Broadway, Suite 1000, Denver, Colorado, are the
independent accountants of the Company. The independent accountants are
responsible for auditing the financial statements of the Funds.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.

TRANSFER AGENT

INVESCO, 7800 E. Union Avenue, Denver, Colorado, is the Company's transfer
agent, registrar, and dividend disbursing agent. Services provided by INVESCO
include the issuance, cancellation and transfer of shares of the Funds, and the
maintenance of records regarding the ownership of such shares.

LEGAL COUNSEL

The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N. W., 2nd
Floor, Washington, D.C., is legal counsel for the Company. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell LLP, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.

BROKERAGE ALLOCATION AND OTHER PRACTICES

As the investment adviser to the Funds, INVESCO places orders for the purchase
and sale of securities with broker-dealers based upon an evaluation of the
financial responsibility of the broker-dealers and the ability of the
broker-dealers to effect transactions at the best available prices.

While INVESCO seeks reasonably competitive commission rates, the Funds do not
necessarily pay the lowest commission or spread available. INVESCO is permitted
to, and does, consider qualitative factors in addition to price in the selection
of brokers. Among other things, INVESCO considers the quality of executions
obtained on a Fund's portfolio transactions, viewed in terms of the size of
transactions, prevailing market conditions in the security purchased or sold,
and general economic and market conditions. INVESCO has found that a broker's
consistent ability to execute transactions is at least as important as the price
the broker charges for those services.
<PAGE>
In seeking to ensure that the commissions charged a Fund are consistent with
prevailing and reasonable commissions, INVESCO monitors brokerage industry
practices and commissions charged by broker-dealers on transactions effected for
other institutional investors like the Funds.

Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, INVESCO may select brokers that provide research
services to INVESCO and the Company, as well as other INVESCO mutual funds and
other accounts managed by INVESCO. Research services include statistical and
analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to INVESCO in making
informed investment decisions. Research services prepared and furnished by
brokers through which a Fund effects securities transactions may be used by
INVESCO in servicing all of its accounts and not all such services may be used
by INVESCO in connection with a particular Fund. Conversely, a Fund receives
benefits of research acquired through the brokerage transactions of other
clients of INVESCO.

In order to obtain reliable trade execution and research services, INVESCO may
utilize brokers that charge higher commissions than other brokers would charge
for the same transaction. This practice is known as "paying up." However, even
when paying up, INVESCO is obligated to obtain favorable execution of a Fund's
transactions.

Portfolio transactions also may be effected through broker-dealers that
recommend the Funds to their clients, or that act as agent in the purchase of a
Fund's shares for their clients. When a number of broker-dealers can provide
comparable best price and execution on a particular transaction, INVESCO may
consider the sale of a Fund's shares by a broker-dealer in selecting among
qualified broker-dealers.

Certain of the INVESCO Funds utilize fund brokerage commissions to pay custody
fees for each respective fund. This program requires that the participating
funds receive favorable execution.

The aggregate dollar amount of underwriting discounts and brokerage commissions
paid by each Fund for the periods outlined in the table below were:

Energy Fund
March 31, 2000(1) $ 763,072
October 31, 1999 2,574,966
October 31, 1998 2,480,249
October 31, 1997 2,930,676

Financial Services Fund
March 31, 2000(1) $ 1,408,373
October 31, 1999 4,482,838
October 31, 1998 2,803,446
October 31, 1997 2,984,942

Gold Fund
March 31, 2000(1) $ 303,353
October 31, 1999 837,475
October 31, 1998 1,415,900
October 31, 1997 2,041,911

Health Sciences Fund
March 31, 2000(1) $ 4,534,039
October 31, 1999 4,817,094
October 31, 1998 2,344,485
October 31, 1997 3,867,011
<PAGE>
Leisure Fund
March 31, 2000(1) $ 718,565
October 31, 1999 1,866,223
October 31, 1998 671,367
October 31, 1997 678,711

Real Estate Opportunity Fund
March 31, 2000(2) $ 117,457
July 31, 1999 545,584
July 31, 1998 315,807
July 31, 1997(3) 182,397

Technology Fund
March 31, 2000(1) $ 17,221,169
October 31, 1999 10,581,703
October 31, 1998 6,480,241
October 31, 1997 6,214,757

Telecommunications Fund
March 31, 2000(2) $ 5,705,804
July 31, 1999 2,429,429
July 31, 1998 1,506,116
July 31, 1997 397,609

Utilities Fund
March 31, 2000(1) $ 176,004
October 31, 1999 426,606
October 31, 1998 456,621
October 31, 1997 481,479

For the fiscal period ended March 31, 2000, brokers providing research services
received $12,242,182 in commissions on portfolio transactions effected for the
Funds. The aggregate dollar amount of such portfolio transactions was
$10,543,087,663. Commissions totaling $0 were allocated to certain brokers in
recognition of their sales of shares of the Funds on portfolio transactions of
the Funds effected during the fiscal period ended March 31, 2000.

At March 31, 2000, Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities Funds held debt securities of their regular brokers or
dealers, or their parents, as follows:
<PAGE>
--------------------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at March 31, 2000
================================================================================
Energy State Street Capital
Market $ 5,387,000.00
Chevron USA $ 6,129,000.00
--------------------------------------------------------------------------------
Financial Services Chevron USA $ 44,985,000.00
Ford Motor Credit $ 30,000,000.00
American Express $ 44,494,000.00
Associates First
Capital $ 28,666,000.00
Lehman Brothers $ 5,457,000.00
Morgan, JP $ 10,899,000.00
Morgan Stanley $ 32,005,000.00
Paine Webber $ 28,571,000.00
--------------------------------------------------------------------------------
Gold State Street Bank
Capital Market $ 3,316,000.00
--------------------------------------------------------------------------------
Health Sciences Associates First
Capital $ 62,594,000.00
Chevron USA 50,000,000.00
Ford Motor Credit 20,000,000.00
Household Finance 31,000,000.00
Sears Roebuck
Acceptance 50,000,000.00
--------------------------------------------------------------------------------
Leisure GE Capital $ 19,744,000.00
General Motors Class H 3,920,000.00
--------------------------------------------------------------------------------
Real Estate Opportunity State Street Capital
Markets $ 5,045,000.00
--------------------------------------------------------------------------------
Technology American Express Credit $ 112,500,000.00
Ford Motor Credit 65,012,000.00
Sears Roebuck
Acceptance 30,000,000.00

--------------------------------------------------------------------------------
Telecommunications American Express Credit $ 15,000,000.00
State Street Captial $ 4,525,000.00
Market
--------------------------------------------------------------------------------
Utilities State Street Capital
Markets $ 6,385,000.00
--------------------------------------------------------------------------------

Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.
<PAGE>
CAPITAL STOCK

The Company is authorized to issue up to four billion shares of common
stock with a par value of $0.01 per share. As of June 30, 2000, the following
shares of each Fund were outstanding:

Energy Fund - Investor Class 17,518,242
Energy Fund - Class C 42,917
Financial Services Fund - Investor Class 40,964,453
Financial Services Fund - Class C 29,165
Gold Fund - Investor Class 47,955,221
Gold Fund - Class C 1,463
Health Sciences Fund - Investor Class 30,392,354
Health Sciences Fund - Class C 30,337
Leisure Fund - Investor Class 12,572,085
Leisure Fund - Class C 13,558
Real Estate Opportunity Fund - Investor Class 4,364,402
Real Estate Opportunity Fund - Class C 80,981
Technology Fund - Investor Class 52,050,588
Technology Fund - Institutional Class 40,891,926
Technology Fund - Class C 77,443
Telecommunications Fund - Investor Class 64,961,184
Telecommunications Fund - Class C 132,500
Utilities Fund - Investor Class 13,161,839
Utilities Fund - Class C 25,009

A share of each class of a Fund represents an identical interest in that Fund's
investment portfolio and has the same rights, privileges and preferences.
However, each class may differ with respect to sales charges, if any,
distribution and/or service fees, if any, other expenses allocable exclusively
to each class, voting rights on matters exclusively affecting that class, and
its exchange privilege, if any. The different sales charges and other expenses
applicable to the different classes of shares of the Funds will affect the
performance of those classes. Each share of a Fund is entitled to participate
equally in dividends for that class, other distributions and the proceeds of any
liquidation of a class of that Fund. However, due to the differing expenses of
the classes, dividends and liquidation proceeds on Institutional Class, Investor
Class and Class C shares will differ. All shares of a Fund will be voted
together, except that only the shareholders of a particular class of a Fund may
vote on matters exclusively affecting that class, such as the terms of a Rule
12b-1 Plan as it relates to the class. All shares issued and outstanding are,
and all shares offered hereby when issued will be, fully paid and nonassessable.
The board of directors has the authority to designate additional classes of
common stock without seeking the approval of shareholders and may classify and
reclassify any authorized but unissued shares.

Shares have no preemptive rights and are freely transferable on the books of
each Fund.

All shares of the Company have equal voting rights based on one vote for each
share owned. The Company is not generally required and does not expect to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Company
or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders.

Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. The Funds will assist shareholders in
communicating with other shareholders as required by the 1940 Act.
<PAGE>
Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.

TAX CONSEQUENCES OF OWNING SHARES OF A FUND

Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company, and intends to continue to qualify during its current fiscal year. It
is the policy of each Fund to distribute all investment company taxable income
and net capital gains. As a result of this policy and the Funds' qualification
as regulated investment companies, it is anticipated that none of the Funds will
pay federal income or excise taxes and that all of the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes. Therefore,
any taxes that a Fund would ordinarily owe are paid by its shareholders on a
pro-rata basis. If a Fund does not distribute all of its net investment income
or net capital gains, it will be subject to income and excise taxes on the
amount that is not distributed. If a Fund does not qualify as a regulated
investment company, it will be subject to income tax on its net investment
income and net capital gains at the corporate tax rates.

Dividends paid by a Fund from net investment income as well as distributions of
net realized short-term capital gains and net realized gains from certain
foreign currency transactions are taxable for federal income tax purposes as
ordinary income to shareholders. After the end of each calendar year, the Funds
send shareholders information regarding the amount and character of dividends
paid in the year, including the dividends eligible for the dividends-received
deduction for corporations. Dividends eligible for the dividends-received
deduction will be limited to the aggregate amount of qualifying dividends that a
Fund derives from its portfolio investments.

A Fund realizes a capital gain or loss when it sells a portfolio security for
more or less than it paid for that security. Capital gains and losses are
divided into short-term and long-term, depending on how long the Fund held the
security which gave rise to the gain or loss. If the security was held one year
or less the gain or loss is considered short-term, while holding a security for
more than one year will generate a long-term gain or loss. A capital gain
distribution consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest as ordinary income and are paid to shareholders as dividends, as
discussed above. If total long-term gains on sales exceed total short-term
losses, including any losses carried forward from previous years, a Fund will
have a net capital gain. Distributions by a Fund of net capital gains are, for
federal income tax purposes, taxable to the shareholder as a long-term capital
gain regardless of how long a shareholder has held shares of the particular
Fund. Such distributions are not eligible for the dividends-received deduction.
After the end of each calendar year, the Funds send information to shareholders
regarding the amount and character of distributions paid during the year.

All dividends and other distributions are taxable income to the shareholder,
regardless of whether such dividends and distributions are reinvested in
additional shares or paid in cash. If the net asset value of a Fund's shares
should be reduced below a shareholder's cost as a result of a distribution, such
distribution would be taxable to the shareholder although a portion would be a
return of invested capital. The net asset value of shares of a Fund reflects
accrued net investment income and undistributed realized capital and foreign
currency gains; therefore, when a distribution is declared, the net asset value
<PAGE>
is reduced by the amount of the distribution. If shares of a Fund are purchased
shortly before a distribution, the full price for the shares will be paid and
some portion of the price may then be returned to the shareholder as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution, which would reduce any gain (or increase any
loss) for tax purposes on any subsequent redemption of shares.

If it invests in foreign securities, a Fund may be subject to the withholding of
foreign taxes on dividends or interest it receives on foreign securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to shareholders for use by them as a foreign tax credit or deduction.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes.

A Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of the
following tests: (1) at least 75% of its gross income is passive or (2) an
average value of at least 50% of its assets produce, or are held for the
production of, passive income. Each Fund intends to "mark-to-market" its stock
in any PFIC. In this context, "marking-to-market" means including in ordinary
income for each taxable year the excess, if any, of the fair market value of the
PFIC stock over the Fund's adjusted basis in the PFIC stock as of the end of the
year. In certain circumstances, a Fund will also be allowed to deduct from
ordinary income the excess, if any, of its adjusted basis in PFIC stock over the
fair market value of the PFIC stock as of the end of the year. The deduction
will only be allowed to the extent of any PFIC mark-to-market gains recognized
as ordinary income in prior years. A Fund's adjusted tax basis in each PFIC
stock for which it makes this election will be adjusted to reflect the amount of
income included or deduction taken under the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from the
disposition of debt securities denominated in foreign currencies that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders.

INVESCO may provide Fund shareholders with information concerning the average
cost basis of their shares in order to help them prepare their tax returns. This
information is intended as a convenience to shareholders, and will not be
reported to the Internal Revenue Service (the "IRS"). The IRS permits the use of
several methods to determine the cost basis of mutual fund shares. The cost
basis information provided by INVESCO will be computed using the single-category
average cost method, although neither INVESCO nor the Funds recommend any
particular method of determining cost basis. Other methods may result in
different tax consequences. If you have reported gains or losses for a Fund in
past years, you must continue to use the method previously used, unless you
apply to the IRS for permission to change methods.

If you sell Fund shares at a loss after holding them for six months or less,
your loss will be treated as long-term (instead of short-term) capital loss to
the extent of any capital gain distributions that you may have received on those
shares.
<PAGE>
Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital gains for the one-year period
ending on October 31 of that year, plus certain other amounts.

You should consult your own tax adviser regarding specific questions as to
federal, state and local taxes. Dividends and capital gain distributions will
generally be subject to applicable state and local taxes. Qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, for income tax purposes does not entail government supervision of
management or investment policies.

PERFORMANCE

To keep shareholders and potential investors informed, INVESCO will occasionally
advertise the Funds' total return for one-, five-, and ten-year periods (or
since inception). Total return figures show the rate of return on a $10,000
investment in a Fund, assuming reinvestment of all dividends and capital gain
distributions for the periods cited.

Cumulative total return shows the actual rate of return on an investment for the
period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the telephone number or
address on the back cover of the Funds' Prospectuses.

When we quote mutual fund rankings published by Lipper Inc., we may compare a
Fund to others in its appropriate Lipper category, as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers. Other independent financial media also produce performance- or
service-related comparisons, which you may see in our promotional materials.

Performance figures are based on historical earnings and are not intended to
suggest future performance.

With respect to Energy, Financial Services, Gold, Health Sciences, Leisure, Real
Estate Opportunity, Technology, Telecommunications and Utilities Funds, average
annual total return performance for the one-, five-, and ten-year (or since
inception) periods ended March 31, 2000 was:

10 YEAR OR
INVESTOR CLASS 1 YEAR 5 YEAR SINCE INCEPTION
-------------- ------ ------ -----------------
Energy Fund 53.17% 19.09% 6.99%
Financial Services Fund (0.84%) 23.40% 22.26%
Gold Fund (13.51%) (14.15%) (8.86%)
Health Sciences Fund 1.04% 22.08% 19.53%
Leisure Fund 45.07% 26.04% 22.74%
Real Estate Opportunity Fund 4.28% N/A (2.88%)(1)
Technology Fund 169.09% 48.00% 34.53%
Telecommunications Fund 137.20% 51.39% 46.63%(2)
Utilities Fund 35.87% 23.63% 16.34%

INSTITUTIONAL CLASS
-------------------
Technology Fund 170.27% N/A 149.97%(3)
<PAGE>
CLASS C(4)
-------
Energy Fund N/A N/A 21.11%
Financial Services Fund N/A N/A 14.72%
Gold Fund N/A N/A (8.57%)
Health Sciences Fund N/A N/A (10.56%)
Leisure Fund N/A N/A 3.47%
Real Estate Opportunity Fund N/A N/A 2.10%
Technology Fund N/A N/A 6.63%
Telecommunications Fund N/A N/A 8.59%
Utilities Fund N/A N/A 2.58%

(1) The Fund commenced investment operations on January 2, 1997.
(2) The Fund commenced investment operations on August 1, 1994.
(3) Institutional Class shares commenced operations on December 22, 1998.
(4) Class C shares commenced operations on February 15, 2000.

Average annual total return performance for each of the periods indicated was
computed by finding the average annual compounded rates of return thatwould
equate the initial amount invested to the ending redeemable value, according to
the following formula:

P(1 + T)n = ERV

where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were determined
by solving the above formula for "T" for each time period indicated.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.

In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company, S&P,
Lipper Inc., Lehman Brothers, National Association of Securities Dealers
Automated Quotations, Frank Russell Company, Value Line Investment Survey, the
American Stock Exchange, Morgan Stanley Capital International, Wilshire
Associates, the Financial Times Stock Exchange, the New York Stock Exchange, the
Nikkei Stock Average and Deutcher Aktienindex, all of which are unmanaged market
indicators. In addition, rankings, ratings, and comparisons of investment
performance and/or assessments of the quality of shareholder service made by
independent sources may be used in advertisements, sales literature or
shareholder reports, including reprints of, or selections from, editorials or
articles about the Fund. These sources utilize information compiled (i)
internally; (ii) by Lipper Inc.; or (iii) by other recognized analytical
services. The Lipper Inc. mutual fund rankings and comparisons which may be used
by the Funds in performance reports will be drawn from the following mutual fund
groupings, in addition to the broad-based Lipper general fund groupings.
<PAGE>
Lipper Mutual
Fund Fund Category
---- -------------
Energy Natural Resources
Financial Services Financial Services
Gold Gold Oriented
Health Sciences Health/Biotechnology
Leisure Specialty/Miscellaneous
Real Estate Opportunity Real Estate Funds
Technology Science and Technology
Telecommunications Global Funds
Utilities Utility

Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:

AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
BANXQUOTE
BARRON'S
BUSINESS WEEK
CDA INVESTMENT TECHNOLOGIES
CNBC
CNN
CONSUMER DIGEST
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
IBBOTSON ASSOCIATES, INC.
INSTITUTIONAL INVESTOR
INVESTMENT COMPANY DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER INC.'S MUTUAL FUND PERFORMANCE ANALYSIS
MONEY
MORNINGSTAR
MUTUAL FUND FORECASTER
NO-LOAD ANALYST
NO-LOAD FUND X
PERSONAL INVESTOR
SMART MONEY
THE NEW YORK TIMES
THE NO-LOAD FUND INVESTOR
U.S. NEWS AND WORLD REPORT
UNITED MUTUAL FUND SELECTOR
USA TODAY
THE WALL STREET JOURNAL
WIESENBERGER INVESTMENT COMPANIES SERVICES
WORKING WOMAN
WORTH

FINANCIAL STATEMENTS

The financial statements for the Funds for the fiscal period ended March 31,
2000, are incorporated herein by reference from INVESCO Sector Funds, Inc.'s
Annual Report to Shareholders dated March 31, 2000.

<PAGE>
APPENDIX A

BOND RATINGS

The following is a description of Moody's and S&P's bond ratings:

MOODY'S CORPORATE BOND RATINGS

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable investment attributes, and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any longer period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
<PAGE>
S&P CORPORATE BOND RATINGS

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a)Articles of Restatement of the Articles of Incorporation filed
November 24, 1989.(1)

(1) Articles of Amendment and Restatement of Articles of
Incorporation filed December 2, 1999.(5)

(2) Articles of Transfer of INVESCO Specialty Funds, Inc. and
INVESCO Sector Funds, Inc. filed February 10, 2000.

(3) Articles of Amendment to the Articles of Amendment and
Restatement of the Articles of Incorporation filed February
16, 2000.

(4) Articles of Amendment to the Articles of Amendment and
Restatement of the Articles of Incorporation filed May 17,
2000.

(b) Bylaws as of July 21, 1993.(1)

(d)(1) Investment Advisory Agreement between Registrant and
INVESCO Funds Group, Inc. dated February 28, 1997.(2)

(a) Amendment dated May 13, 1999 to the Investment Advisory
Agreement.(5)

(b) Amendment dated February 14, 2000 to the Investment
Advisory Agreement.

(e) Underwriting Agreement between Registrant and INVESCO
Distributors, Inc. dated June 1, 2000.

(f) Amended Defined Benefit Deferred Compensation Plan for Non-
Interested Directors and Trustees.(5)

(g) Custody Agreement between Registrant and State Street Bank
and Trust Company dated 1993.(2)

(1) Amendment to Custody Agreement dated October 25, 1995.(2)

(2) Data Access Services Addendum.(2)

(3) Amended Fee Schedule effective January 1, 2000.(5)

(h)(1) Transfer Agency Agreement between Registrant and INVESCO
Funds Group, Inc. dated June 1, 2000.

(2) Administrative Services Agreement between the Registrant
and INVESCO Funds Group, Inc. dated June 1, 2000.

(i)(1) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when
sold, be legally issued, fully paid and non-assessable.(2)
<PAGE>

(2) Opinion and consent of counsel with respect to INVESCO
Real Estate Opportunity and INVESCO Telecommunications Funds as
to the legality of the securities being registered.

(j) Consent of Independent Accountants.

(k) Not applicable.

(l) Not applicable.

(m)(1) Master Plan and Agreement of Distribution pursuant to Rule
12b-1 under the Investment Company Act of 1940 dated June 1,
2000, with respect to the Funds' Investor Class shares.

(2) Master Distribution Plan and Agreement adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 dated June 1,
2000, with respect to the Funds' Class C shares.

(n) Not applicable.

(o)(1)Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to INVESCO Technology
Fund adopted by the Board of Directors October 11, 1998.(3)

(2) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Energy Fund adopted by
the Board of Directors November 9, 1999.(5)

(3) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Financial Services
Fund adopted by the Board of Directors November 9, 1999.(5)

(4) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Gold Fund adopted by
the Board of Directors November 9, 1999.(5)

(5) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Health Sciences Fund
adopted by the Board of Directors November 9, 1999.(5)

(6) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Leisure Fund adopted
by the Board of Directors November 9, 1999.(5)

(7) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Realty Fund adopted by
the Board of Directors November 9, 1999.(5)

(8) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Telecommunications
Fund adopted by the Board of Directors November 9, 1999.(5)

(9) Plan Pursuant to Rule 18f-3 under the Investment Company
Act of 1940 by the Company with respect to Utilities Fund adopted
by the Board of Directors November 9, 1999.(5)

(p) Code of Ethics Pursuant to Rule 17j-1.

(1)Previously filed with Post-Effective Amendment No. 20 to the Registration
Statement on December 30, 1996, and incorporated by reference herein.

(2)Previously filed with Post-Effective Amendment No. 21 to the Registration
Statement on December 24, 1997 and incorporated by reference herein.

(3)Previously filed with Post-Effective Amendment No. 22 to the Registration
Statement on December 30, 1998 and incorporated by reference herein.
<PAGE>
(4)Previously filed with Post-Effective Amendment No. 24 to the Registration
Statement on March 1, 1999 and incorporated by reference herein.

(5)Previously filed with Post-Effective Amendment No. 26 to the Registration
Statement on January 24, 2000 and incorporated by reference herein.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH INVESCO SECTOR
FUNDS, INC. (THE "COMPANY")

No person is presently controlled by or under common control with the Company.

ITEM 25. INDEMNIFICATION

Indemnification provisions for officers, directors and employees of the Company
are set forth in Article X of the Amended Bylaws and Article Seventh (3) of the
Articles of Restatement of the Articles of Incorporation, and are hereby
incorporated by reference. See Item 24(b)(1) and (2) above. Under these
Articles, directors and officers will be indemnified to the fullest extent
permitted to directors by the Maryland General Corporation Law, subject only to
such limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
directors and officers of the Company cannot be protected against liability to
the Fund or its shareholders to which they would be subject because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties of
their office. The Company also maintains liability insurance policies covering
its directors and officers.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "The Fund and Its Management" in the Funds' Prospectuses and in the
Statement of Additional Information for information regarding the business of
the investment adviser, INVESCO.

Following are the names and principal occupations of each director and officer
of the investment adviser, INVESCO. Certain of these persons hold positions with
IDI, a subsidiary of INVESCO.

--------------------------------------------------------------------------------
Position with Principal Occupation and
Name Adviser Company Affiliation
================================================================================

Mark H. Williamson Chairman and President & Chief Executive
Officer Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Raymond R. Cunningham Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

William J. Galvin, Jr. Officer Senior Vice President &
Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Ronald L. Grooms Officer & Senior Vice President & Treasurer
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Richard W. Healey Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
William R. Keithler Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Trent E. May Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Timothy J. Miller Officer & Senior Vice President & Chief
Director Investment Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President, Secretary
& General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Marie E. Aro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Jeffrey R. Botwinick Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Michael K. Brugman Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

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

Delta L. Donohue Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Brian B. Hayward Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Stuart Holland Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Campbell C. Judge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Steve King Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Thomas A. Kolbe Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
James F. Lummanick Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
George A. Matyas Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Corey M. McClintock Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Douglas J. McEldowney Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Stephen A. Moran Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Jon B. Pauley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Thomas E. Pellowe Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Dean C. Phillips Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President & Assistant
Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Christopher L. Quinson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Sean F. Reardon Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Anthony R. Rogers Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Thomas R. Samuelson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
James B. Sandidge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Thomas H. Scanlan Officer Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Harvey T. Schwartz Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Reagan A. Shopp Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Thomas R. Wald Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Judy P. Wiese Officer Vice President & Assistant
Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Vaugh A. Greenlees Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Matthew A. Kunze Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Christopher T. Lawson Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
William S. Mechling Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

Craig J. St. Thomas Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

--------------------------------------------------------------------------------
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
--------------------------------------------------------------------------------

ITEM 27. (a) PRINCIPAL UNDERWRITERS

(b)

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter the Company
------------------ ------------ -------------

Raymond R. Cunningham Senior Vice
7800 E. Union Avenue President
Denver, CO 80237

William J. Galvin, Jr. Senior Vice Assistant Secretary
7800 E. Union Avenue President &
Denver, CO 80237 Asst. Secretary
<PAGE>

Ronald L. Grooms Senior Vice Treasurer &
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer, & and Acctg. Off.
Director

Richard W. Healey Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Director

Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237

Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel

Pamela J. Piro Assistant Treasurer Assistant Treasurer
7800 E. Union Avenue
Denver, CO 80237

Judy P. Wiese Assistant Secretary Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237

Mark H. Williamson Chairman of the Board, Chairman, President,
7800 E. Union Avenue President, & Chief & CEO
Denver, CO 80237 Executive Officer

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------

Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Company certifies that it meets all the requirements
for effectiveness of this Registration Statement under Rule 485(b) under the
Securities Act and has duly caused this post-effective amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
County of Denver, and State of Colorado, on the 21st day of July, 2000.

Attest: INVESCO Sector Funds, Inc.

/s/ Glen A. Payne /s/ Mark H. Williamson
------------------------------- ----------------------------------
Glen A. Payne, Secretary Mark H. Williamson, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.

/s/ Mark H. Williamson /s/ Lawrence H. Budner*
------------------------------- -----------------------------
Mark H. Williamson, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)

/s/ Ronald L. Grooms /s/ John W. McIntyre*
------------------------------- -----------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)

/s/ Richard W. Healey*
-----------------------------
/s/ Victor L. Andrews* Richard W. Healey, Director
-------------------------------
Victor L. Andrews, Director /s/ Fred A. Deering*
-----------------------------
/s/ Bob R. Baker* Fred A. Deering, Director
-------------------------------
Bob R. Baker, Director /s/ Larry Soll*
-----------------------------
/s/ Charles W. Brady* Larry Soll, Director
-------------------------------
Charles W. Brady, Director /s/ Wendy L. Gramm*
-----------------------------
/s/ James T. Bunch* Wendy L. Gramm, Director
-------------------------------
James T. Bunch, Director /s/ Gerald J. Lewis*
-----------------------------
Gerald J. Lewis, Director

By:_____________________________ By: /s/ Glen A. Payne
-------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed (with the exception of Messrs. Bunch, Healey
and Lewis) with the Securities and Exchange Commission on July 20, 1989, January
9, 1990, May 22, 1992, September 1, 1993, December 1, 1993, December 21, 1995,
December 30, 1996 and December 24, 1997.

<PAGE>
Exhibit Index

Page in
Exhibit Number Registration Statement
-------------- ----------------------

a(2) 176
a(3) 179
a(4) 181
d(1)(b) 184
e 185
h(1) 195
h(2) 212
i(2) 218
j 219
m(1) 220
m(2) 226
p 236
POA Bunch 247
POA Healey 248
POA Lewis 249