INVESCO SECTOR FUNDS INC
497, 2000-02-15
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PROSPECTUS | February 15, 2000

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

INVESCO TECHNOLOGY FUND--INSTITUTIONAL CLASS

A MUTUAL FUND DESIGNED FOR INVESTORS SEEKING LONG-TERM GROWTH FROM THE
TECHNOLOGY SECTOR.



TABLE OF CONTENTS

Investment Goals, Strategies And Risks..........2
Fund Performance................................3
Fees And Expenses.............................. 4
Investment Risks............................... 5
Risks Associated With Particular Investments....6
Temporary Defensive Positions...................9
Portfolio Turnover.............................10
Fund Management................................10
Portfolio Manager..............................11
Potential Rewards..............................11
Share Price....................................12
How To Buy Shares..............................12
Your Account Services..........................15
How To Sell Shares.............................15
Taxes..........................................17
Dividends And Capital Gain Distributions.......18
Financial Highlights...........................19




                             [INVESCO ICON] INVESCO

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

<PAGE>

This Prospectus will tell you more about:

[KEY ICON]     Investment Goals & Strategies
[ARROWS ICON]  Potential Investment Risks
[GRAPH ICON]   Past Performance
[INVESCO ICON] Working With INVESCO
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[KEY ICON] [ARROWS ICON]  INVESTMENT GOALS, STRATEGIES AND RISKS

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

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.

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

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

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.

<PAGE>

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

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

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

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the years
ended December 31 (commonly known as its "total return") since inception. The
table below shows average annual total returns for various periods ended
December 31 for the Fund compared to the S&P 500 Index. The information in the
chart and table illustrates the variability of the Fund's 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.

<PAGE>

The chart below contains the following plot points:

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     TECHNOLOGY FUND - INSTITUTIONAL CLASS
         ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
'99
146.17%

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Best Calendar Qtr.   12/99     66.90%
Worst Calendar Qtr.   9/99     10.11%
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                                           AVERAGE ANNUAL TOTAL RETURN(1)
                                                   AS OF 12/31/99
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                                            1 YEAR           SINCE INCEPTION
Technology Fund-Institutional Class         146.17%             148.20%(2)
S&P 500 Index(3)                             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 Fund commenced investment operations on December 22, 1998.

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

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

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

<PAGE>

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

INVESCO TECHNOLOGY FUND--INSTITUTIONAL CLASS
Management Fees                                                        0.60%
Distribution and Service (12b-1) Fees                                  None
Other Expenses(1)(2)                                                   0.15%
                                                                       -----
Total Annual Fund Operating Expenses(1)(2)                             0.75%
                                                                       =====

(1) 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.

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

EXAMPLE

This 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
                          $77          $240          $417          $930

[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 the Fund,
are:

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

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

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

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

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

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

<PAGE>

[ARROWS ICON]  RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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

MARKET RISK

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

CREDIT RISK

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

DEBT SECURITIES RISK

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

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

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

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

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

<PAGE>

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B 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.

FOREIGN SECURITIES RISKS

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

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

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

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

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

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

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

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

INTEREST RATE RISK

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

DURATION RISK

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

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

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

LACK OF TIMELY INFORMATION RISK

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

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

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

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INVESTMENT                                        RISKS
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AMERICAN DEPOSITORY RECEIPTS (ADRs)               Market, Information,
These are securities issued by U.S. banks that    Political, Regulatory,
represent shares of foreign corporations held     Diplomatic, Liquidity and
by those banks.  Although traded in U.S.          Currency Risks
securities markets and valued in U.S. dollars,
ADRs carry most of the risks of investing
directly in foreign securities.
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DEBT SECURITIES                                   Market, Credit, Interest
Securities issued by private companies or         Rate and Duration Risks
governments representing an obligation to
pay interest and to repay principal when
the security matures.
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ILLIQUID SECURITIES                               Liquidity  Risk
A security that cannot be sold quickly at
its fair value.
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REPURCHASE AGREEMENTS                             Credit and Counterparty
A contract under which the seller of a            Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
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<PAGE>

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INVESTMENT                                        RISKS
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RULE 144A SECURITIES                              Liquidity Risk
Securities that are not registered, but
which are bought and sold solely by
institutional investors.  The Fund considers
many Rule 144A securities to be "liquid,"
although the market for such securities
typically is less active than the public
securities markets.
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[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.

[ARROWS ICON]   PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio. Therefore, the Fund may have
a higher portfolio turnover rate compared to many other mutual funds. The Fund's
average portfolio turnover rate for the fiscal year ended October 31, 1999 was
143%.

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

[INVESCO ICON]   FUND MANAGEMENT

INVESTMENT ADVISER

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

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $31 billion
for more than 960,478 shareholders of 45 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 year ended October 31, 1999.

<PAGE>

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                                           ADVISORY FEE AS A PERCENTAGE OF
FUND                                  AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT
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Technology Fund - Institutional Class            0.60%(1)
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(1) Annualized from December 22, 1998, commencement of investment operations, to
October 31, 1999.

[INVESCO ICON]   PORTFOLIO MANAGER

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

WILLIAM R. KEITHLER,  a senior vice president of INVESCO,  is the portfolio
manager of the  Technology  Fund.  Before  joining  INVESCO in 1999,  Bill was a
portfolio  manager  with Berger  Associates,  Inc.  He is a Chartered  Financial
Analyst.  Bill received an M.S. from the University of Wisconsin - Madison and a
B.A. from Webster College.

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

[INVESCO ICON]   POTENTIAL REWARDS

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

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. 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 other expenses payable by that class.

In deciding which class of shares to purchase,  you should consider,  among
other  things,  (i) the length of time you expect to hold your shares,  (ii) the
provisions of the  distribution  plan applicable to the class, if any, and (iii)
the  eligibility  requirements  that apply to purchases  of a particular  class.
Institutional  Class  shares are offered  only to  institutional  investors  and
qualified  retirement  plans.  Institutional  Class shares are not  available to
retail investors.

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

<PAGE>

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 also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.

MINIMUM INITIAL INVESTMENT. $1,000,000

MINIMUM SUBSEQUEST INVESTMENT. $250,000

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.

We have the following policies governing exchanges:

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

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

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).

<PAGE>

METHOD                              INVESTMENT MINIMUM     PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY CHECK                            $1,000,000;            This Fund is offered
Mail to:                            $250,000 for each      only to institutional
INVESCO Funds Group, Inc.,          subsequent             investors and
P.O. Box 173706,                    investment.            qualified retirement
Denver, CO 80217-3706.                                     plans.  This Fund is
You may send your check                                    not available to
by overnight courier to:                                   retail investors.
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY WIRE                             $1,000,000;            This Fund is offered
You may send your payment by        $250,000 for each      only to institutional
bank wire (call INVESCO for         subsequent             investors and
instructions).                      investment.            qualified retirement
                                                           plans. This Fund is
                                                           not available to
                                                           retail investors.
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH               $1,000,000;            This Fund is offered
Call 1-800-328-2234 to request      $250,000 for each      only to institutional
your purchase.  INVESCO will        subsequent             investors and
move money from your designated     investment.            qualified retirement
bank/credit union checking or                              plans.  This Fund is
savings account in order to                                not available to
purchase shares, upon your                                 retail investors. You
telephone instructions,                                    must forward your
whenever you wish.                                         bank account
                                                           information to
                                                           INVESCO prior to
                                                           using this option.
- --------------------------------------------------------------------------------
BY PAL(R)                           $1,000,000;            This Fund is offered
Your "Personal Account Line"        $250,000 for each      only to institutional
is available for subsequent         subsequent             investors and
purchases and exchanges 24          investment.            qualified retirement
hours a day. Simply call                                   plans. This Fund is
1-800-424-8085.                                            not available to
                                                           retail investors. Be
                                                           sure to write down
                                                           the confirmation
                                                           number provided by
                                                           PAL(R). You must
                                                           forward your bank
                                                           account information
                                                           to INVESCO prior to
                                                           using this option.
- --------------------------------------------------------------------------------
BY EXCHANGE                         $1,000,000;            See "Exchange
Between two INVESCO funds.          $250,000 for each      Policy."
Call 1-800-328-2234 for             subsequent
prospectuses of other INVESCO       investment.
funds. Exchanges may be made
by  phone or at our Web site
at www.invesco.com. You may
also establish an automatic
monthly exchange service
between two INVESCO funds;
call us for further details
and the correct form.


<PAGE>

[INVESCO ICON]   YOUR ACCOUNT SERVICES

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

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

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

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

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

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

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

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

[INVESCO ICON]   HOW TO SELL SHARES

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

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

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

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

<PAGE>

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

METHOD                        REDEMPTION MINIMUM             PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE                  $250 (or, if less, full        INVESCO's telephone
Call us toll-free at:         liquidation of the account)    redemption
1-800-328-2234                for a redemption check;        privileges may be
                              $1,000 for a wire to your      modified or
                              bank of record. The maximum    terminated in the
                              amount which may be redeemed   future at INVESCO's
                              by telephone is generally      discretion.
                              $25,000.
- --------------------------------------------------------------------------------
IN WRITING                    Any amount.                    The redemption
Mail your request to                                         request must be
INVESCO Funds Group, Inc.,                                   signed by all
P.O. Box 173706, Denver, CO                                  registered account
80217-3706. You may also                                     owners. Payment
send your request by                                         will be mailed to
overnight courier to                                         your address as it
7800 E. Union Ave.,                                          appears on
Denver, CO 80237.                                            INVESCO's records,
                                                             or to a bank
                                                             designated by you
                                                             in writing.
- --------------------------------------------------------------------------------
BY EXCHANGE                                                  See "Exchange
Between two INVESCO funds.                                   Policy."  When
Call 1-800-328-2234 for                                      opening a new
prospectuses of other                                        account, investment
INVESCO funds. Exchanges                                     minimums apply.
may be made by phone or
at our Web site at
www.invesco.com. You may
also establish an automatic
monthly exchange service
between two INVESCO funds;
call us for further details
and the correct form.
- --------------------------------------------------------------------------------
PAYMENT TO THIRD PARTY        Any amount.                    All registered
Mail your request to INVESCO                                 account owners must
Funds Group, Inc.,                                           sign the request,
P.O. Box 173706                                              with signature
Denver, CO 80217-3706.                                       guarantees from an
                                                             eligible guarantor
                                                             financial
                                                             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 Fund.

<PAGE>

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.

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

[GRAPH ICON]   DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

The Fund also realizes  capital gains 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 December.

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

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

Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. The Fund's NAV will drop by the amount of the distribution on the day
the distribution is declared. If you buy shares of the Fund just before a
distribution is declared, you may wind up "buying a distribution." This means
that if the Fund declares a dividend or capital gain distribution shortly after
you buy, you will receive some of your investment back as a taxable


<PAGE>

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
1999 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 ENDED
                                                                    OCTOBER 31,
                                                                    1999(a)(b)
                                                                ----------------
TECHNOLOGY FUND - INSTITUTIONAL CLASS
PER SHARE DATA                                                     $ 33.85
Net Asset Value--Beginning of Period
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss                                                 (0.16)
Net Gains on Securities
   (Both Realized and Unrealized)                                    24.74
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                                     24.58
- --------------------------------------------------------------------------------
Net Asset Value--End of Period                                     $ 58.43
================================================================================

TOTAL RETURN                                                     72.61%(c)

RATIOS
Net Assets--End of Period ($000 Omitted)                         $ 951,925
Ratio of Expenses to Average Net Assets                           0.74%(e)
Ratio of Net Investment Income to  Average Net Assets           (0.36%)(e)
Portfolio Turnover Rate                                            143%(f)

(a) From December 22, 1998, since inception of Institutional Class, to October
    31, 1999.

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

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

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

(e) Annualized

(f) Portfolio Turnover is calculated at the Fund level and therefore represents
    a full year.

<PAGE>

FEBRUARY 15, 2000

INVESCO SECTOR FUNDS, INC.
TECHNOLOGY FUND - INSTITUTIONAL CLASS

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

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

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated February 15, 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 | February 15, 2000
As Supplemented February 15, 2000

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

INVESCO ENERGY FUND--INVESTOR CLASS
INVESCO FINANCIAL SERVICES FUND--INVESTOR CLASS
INVESCO GOLD FUND--INVESTOR CLASS
INVESCO HEALTH SCIENCES FUND--INVESTOR CLASS
INVESCO LEISURE FUND--INVESTOR CLASS
INVESCO REAL ESTATE OPPORTUNITY--INVESTOR CLASS (FORMERLY, INVESCO REALTY FUND)
INVESCO TECHNOLOGY FUND--INVESTOR CLASS
INVESCO TELECOMMUNICATIONS FUND--INVESTOR CLASS
  (FORMERLY, INVESCO WORLDWIDE COMMUNICATIONS FUND)
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.........2
Fund Performance...............................7
Fees And Expenses.............................11
Investment Risks..............................13
Risks Associated With Particular Investments .14
Temporary Defensive Positions.................19
Portfolio Turnover............................19
Fund Management...............................20
Portfolio Managers............................20
Potential Rewards.............................22
Share Price...................................22
How To Buy Shares.............................23
Your Account Services.........................27
How To Sell Shares............................28
Taxes.........................................30
Dividends And Capital Gain Distributions......30
Financial Highlights..........................32




                             [INVESCO ICON] INVESCO

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

<PAGE>

This Prospectus will tell you more about:

[KEY ICON]     Investment 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

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

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

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.   Although  the  Funds  can  invest  in  debt
securities,  they primarily  invest in equity  securities that INVESCO  believes
will rise in price faster than other securities, as well as in options and other
investments whose 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.

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.



<PAGE>

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

The Funds are concentrated in these sectors:

[KEY ICON]   INVESCO ENERGY FUND--INVESTOR CLASS

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

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

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

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

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

<PAGE>

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.

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

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

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

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

<PAGE>

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.

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

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

[KEY ICON]   INVESCO TECHNOLOGY FUND--INVESTOR CLASS

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

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


<PAGE>

[KEY ICON]   INVESCO TELECOMMUNICATIONS FUND--INVESTOR CLASS

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

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

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

[KEY ICON]   INVESCO UTILITIES FUND--INVESTOR CLASS

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

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

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

[GRAPH ICON]   FUND PERFORMANCE

The bar charts  below show the Funds'  actual  yearly  performance  for the
years ended December 31 (commonly  known as their "total  return") over the past
decade or since  inception.  The table below shows average  annual total returns
for various  periods  ended  December  31 for each Fund  compared to the S&P 500
Index, and, with respect to Real Estate  Opportunity Fund, the NAREIT 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>
- -------------------------------------------------------------------------------------------------------
                                 ENERGY FUND - INVESTOR CLASS
                               ACTUAL ANNUAL TOTAL RETURN(1)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98       '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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)
- -------------------------------------------------------------------------------------------------------
'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)
- -------------------------------------------------------------------------------------------------------
'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)
- -------------------------------------------------------------------------------------------------------
'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)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98       '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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)
- ---------------------------------------------
   '97          '98         '99
   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)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98        '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
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>
<PAGE>

- -----------------------------------------------------
  TELECOMMUNICATIONS FUND - INVESTOR CLASS
   ACTUAL ANNUAL TOTAL RETURN(1),(3)

- -----------------------------------------------------
'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.  9/98   (21.72%)
- --------------------------------------------

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
                               UTILITIES FUND - INVESTOR CLASS
                               ACTUAL ANNUAL TOTAL RETURN(1)

- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98       '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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)
                                                            AS OF 12/31/99
- ------------------------------------------------------------------------------------------
                                                                                10 YEARS
                                                  1 YEAR     5 YEARS    OR SINCE INCEPTION
<S>                                               <C>         <C>           <C>
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%)(2)
Technology Fund - Investor Class                144.94%      43.84%       32.77%
Telecommunications Fund - Investor Class        144.28%      46.18%       43.24%(3)
Utilities Fund - Investor Class                  19.88%      21.22%       13.81%
NAREIT Index(4)                                  (4.62%)      8.09%        9.14%
S&P 500 Index(4)                                 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 Fund commenced investment operations on January 2, 1997.

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

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

FEES AND EXPENSES

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

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

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

<PAGE>

    ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

          ENERGY FUND--INVESTOR CLASS
          Management Fees                                        0.75%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.69
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.69%
                                                                 =====

          FINANCIAL SERVICES FUND--INVESTOR CLASS
          Management Fees                                        0.63%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.40%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.28%
                                                                 =====

          GOLD FUND--INVESTOR CLASS
          Management Fees                                        0.75%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   1.22%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             2.22%
                                                                 =====

          HEALTH SCIENCES FUND--INVESTOR CLASS
          Management Fees                                        0.62%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.37%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.24%
                                                                 =====

          LEISURE FUND--INVESTOR CLASS
          Management Fees                                        0.74%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.46%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.45%
                                                                 =====

          REAL ESTATE OPPORTUNITY FUND--INVESTOR CLASS
          Management Fees                                        0.75%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)(4)                                1.78%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)(4)          2.78%
                                                                 =====

          TECHNOLOGY FUND--INVESTOR CLASS
          Management Fees                                        0.60%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.36%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.21%
                                                                 =====

<PAGE>

          TELECOMMUNICATION FUND--INVESTOR CLASS
          Management Fees                                        0.62%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)                                   0.39%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)             1.26%
                                                                 =====

          UTILITIES FUND--INVESTOR CLASS
          Management Fees                                        0.75%
          Distribution and Service (12b-1) Fees(1)               0.25%
          Other Expenses(2)(3)(4)                                0.45%
                                                                 -----
          Total Annual Fund Operating Expenses(2)(3)(4)          1.45%
                                                                 =====

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

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

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

(4) Certain expenses of Real Estate Opportunity, Telecommunications and
    Utilities Funds were absorbed voluntarily by INVESCO in order to ensure that
    expenses for those Funds do not exceed 1.30%, 2.00% and 1.25%, respectively,
    of each Fund's average net assets pursuant to commitments to those Funds.
    These commitments may be changed at any time following consultation with
    the board of directors.  After absorption, Real Estate Opportunity Fund
    Other Expenses and Total Annual Fund Operating Expenses were 0.37% and
    1.37%, respectively; and Utilities Fund Other Expenses and Total Annual
    Fund Operating Expenses were 0.27% and 1.27%, respectively.

EXAMPLE

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

The  Example  assumes  that  you  invested  $10,000  in a Fund for the time
periods indicated and redeemed all of your shares at the end of each period. The
Example also  assumes that your  investment  had a  hypothetical  5% return each
year,  and 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 - Investor Class              $172       $533     $  918      $1,998
Financial Services Fund - Investor Class  $130       $406     $  702      $1,545
Gold Fund - Investor Class                $225       $694     $1,190      $2,554
Health Sciences Fund - Investor Class     $126       $393     $  681      $1,500
Leisure Fund - Investor Class             $148       $459     $  792      $1,735
Real Estate Opportunity Fund -
  Investor Class                          $281       $862     $1,469      $3,109
Technology Fund-- Investor Class          $123       $384     $  665      $1,466
Telecommunications Fund - Investor Class  $128       $400     $  692      $1,523
Utilities Fund - Investor Class           $147       $459     $  792      $1,735

<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.

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

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

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

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

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

[ARROWS ICON]   RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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

MARKET RISK

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

CREDIT RISK

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

<PAGE>

DEBT SECURITIES RISK

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

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

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

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

In addition to poor individual company performance in the marketplace or in its
internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt securities to experience increased financial
problems which could hurt their ability to pay principal and interest
obligations, to meet projected business goals, and to obtain additional
financing. These conditions more severely affect 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.

FOREIGN SECURITIES RISKS

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


<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.

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

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

INTEREST RATE RISK

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

DURATION RISK

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

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.

<PAGE>

DERIVATIVES RISK

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

OPTIONS AND FUTURES RISK

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

COUNTERPARTY RISK

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

LACK OF TIMELY INFORMATION RISK

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

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

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

<TABLE>
<CAPTION>

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


<PAGE>

- ----------------------------------------------------------------------------------------
INVESTMENT                             RISKS                     APPLIES TO THESE FUNDS
- ----------------------------------------------------------------------------------------
DEBT SECURITIES
 Securities issued by private          Market, Credit, Interest  Energy
 companies or governments              Rate and Duration Risks   Financial Services
 representing an obligation to                                   Gold
 pay interest and to repay                                       Health Sciences
 principal when the security matures.                            Leisure
                                                                 Real Estate Opportunity
                                                                 Technology
                                                                 Telecommunications
                                                                 Utilities
- ----------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS
 A contract to exchange an amount      Currency, Political,      Telecommunications
 of currency on a date in the future   Diplomatic, Counter-
 at an agreed-upon exchange rate       party and Regulatory
 might be used by the Fund to          Risks
 hedge against changes in foreign
 currency exchange rates when the
 Fund invests in foreign  securities.
 Does not reduce price fluctuations
 in foreign securities, or prevent
 losses if the prices of those
 securities decline.
- ----------------------------------------------------------------------------------------
ILLIQUID SECURITIES
 A security that cannot be sold        Liquidity Risk            Health Sciences
 quickly at its fair value.                                      Technology
                                                                 Telecommunications
- ----------------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS (REITS)
 Trusts that invest in real estate     Interest Rate and         Real Estate Opportunity
 or interests in real estate. Shares   Market Risks
 of REITs are publicly traded and
 are subject to the same risks as
 any other security, as well as
 risks specific to the real estate
 industry, including decline in value
 of real estate, general and local
 economic conditions, and interest
 rate fluctuations.
- ----------------------------------------------------------------------------------------

<PAGE>

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

</TABLE>


[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 year
ended October 31, 1999, are:

         Energy Fund                                      279%
         Gold Fund                                        141%
         Health Sciences Fund                             127%
         Technology Fund                                  143%

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

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


<PAGE>

[INVESCO ICON]   FUND MANAGEMENT

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 $31 billion
for more than 960,478 shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).


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

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 most recent fiscal years:

- --------------------------------------------------------------------------------
                                    ADVISORY FEE AS A PERCENTAGE OF
                                       AVERAGE ANNUAL NET ASSETS
FUND                                       UNDER MANAGEMENT        YEAR ENDED
- --------------------------------------------------------------------------------
Energy Fund--Investor Class                  0.75%              October 31, 1999
Financial Services Fund--Investor Class      0.63%              October 31, 1999
Gold Fund--Investor Class                    0.75%              October 31, 1999
Health Sciences Fund--Investor Class         0.62%              October 31, 1999
Leisure Fund--Investor Class                 0.74%              October 31, 1999
Real Estate Opportunity Fund--
  Investor Class                             0.75%              July 31, 1999
Technology Fund--Investor Class              0.60%              October 31, 1999
Telecommunications Fund--Investor Class      0.62%              July 31, 1999
Utilities Fund--Investor Class               0.75%              October 31, 1999
- --------------------------------------------------------------------------------

[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


<PAGE>


     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 received 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  received  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 the
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 in
Boulder.


WILLIAM R.  KEITHLER,  a senior vice  president of INVESCO, is the portfolio
manager of Technology Fund. Before joining INVESCO in 1999, Bill was a portfolio
manager with Berger Associates, Inc. He is a Chartered Financial Analyst. Bill
received 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  received  an M.S.  in Finance  from the  University  of
Colorado-Denver  and a B.S.  in  Business  Administration  from  Colorado  State
University.

JOHN R. SCHROER, a 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 1994, John was an assistant vice president with
Trust Company of the West. He is a Chartered Financial Analyst. John received 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 received an M.B.A.  in
Finance from the University of Texas-Austin and a B.S. in Civil Engineering from
the University of Alabama.

<PAGE>

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


[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 Realty, Telecommunications
  and Utilities Funds do seek to provide income in addition to capital
  appreciation).
o unwilling to accept potentially significant changes in the price of Fund
  shares.
o speculating on short-term fluctuations in the stock markets.


<PAGE>

[INVESCO ICON] SHARE PRICE

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

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

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

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

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

[INVESCO ICON]   HOW TO BUY SHARES

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

The Funds offer multiple classes of shares. 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 other
expenses payable by that class.

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

<PAGE>

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

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

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

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.

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

<PAGE>

through debiting your bank account, and any Internet cash redemptions will be
paid only to the same bank account from which the payment to INVESCO originated.
INVESCO imposes a limit of $25,000 on Internet purchase and redemption
transactions. Other minimum transaction amounts are discussed in the
Prospectuses for the Funds. You may also download an application to open an
account from the Web site, complete it by hand, and mail it to INVESCO, along
with a check.

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


METHOD                           INVESTMENT MINIMUM        PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY CHECK                         $1,000 for regular
Mail to:                         accounts; $250 for an
INVESCO Funds Group, Inc.,       IRA; $50 minimum for
P.O. Box 173706,                 each subsequent
Denver, CO 80217-3706.           investment.
You may send your check
by overnight courier to:
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY WIRE                          $1,000
You may send your payment by
bank wire (call INVESCO for
instructions).
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH            $50                       You must forward your
Call 1-800-525-8085 to request                             bank account
your purchase.  Upon your                                  information to
telephone instructions, INVESCO                            INVESCO prior to
will move money from your desig-                           using this option.
nated bank/credit union checking
or savings account in order to
purchase shares, whenever you wish.
- --------------------------------------------------------------------------------
BY INTERNET                      $1,000 for regular        You will need a web
Go to the INVESCO Web site at    accounts; $250 for an     browser to use
www.invesco.com                  IRA; $50 minimum for      this service.
                                 each subsequent           Internet purchase
                                 investment                transactions are
                                                           limited to $25,000.
- --------------------------------------------------------------------------------


<PAGE>

METHOD                           INVESTMENT MINIMUM        PLEASE REMEMBER
- --------------------------------------------------------------------------------
REGULAR INVESTING WITH EASIVEST  $50 per month for         Like all regular
OR DIRECT PAYROLL PURCHASE       EasiVest; $50 per         investment plans,
You may enroll on your fund      pay period for            neither EasiVest nor
application, or call us for      Direct Payroll            Direct Payroll
a separate form and more         Purchase. You may start   Purchase ensures a
details. Investing the same      or stop your regular      profit or protects
amount on a monthly basis        investment plan at        against loss in a
allows you to buy more           any time, with two        falling market. Be-
shares when prices are low       weeks' notice to          cause you'll invest
and fewer shares when prices     INVESCO.                  continually, regard-
are high.  This "dollar cost                               less of varying price
averaging" may help off set                                levels, consider your
market fluctuations. Over a                                financial ability to
period of time, your average                               keep buying through
cost per share may be less                                 low price levels. And
than the actual average                                    remember that you
per share.                                                 will lose money if
                                                           you redeem your
                                                           shares when the
                                                           market value of all
                                                           your shares is less
                                                           than their cost.
- --------------------------------------------------------------------------------
BY PAL(R)                        $1,000 (The exchange      Be sure to write down
Your "Personal Account           minimum is $250 for       the confirmation
Line" is  available for          subsequent purchases      number provided by
subsequent purchases             requested by              PAL(R). You must for-
and exchanges 24 hours           telephone.)               ward your bank
a day.  Simply call                                        account information
1-800-424-8085.                                            to INVESCO prior to
                                                           using this option.
- --------------------------------------------------------------------------------
BY EXCHANGE                      $1,000 to open a new      See "Exchange
Between two INVESCO funds.       account; $50 for          Policy."
Call 1-800-525-8085 for          written requests to
prospectuses of other            purchase additional
INVESCO funds. Exchanges         shares for an
may be made by phone or          existing account. (The
at our Web site at               exchange minimum is
www.invesco.com.  You            $250 for exchanges
may also establish an            requested by telephone.)
automatic monthly
exchange service between
two INVESCO funds; call
us for further details
and the correct form.


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

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

[INVESCO ICON]   YOUR ACCOUNT SERVICES

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

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

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


<PAGE>

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

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

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

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

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

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.

[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. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.

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

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

If you participate in EasiVest, the Funds' automatic monthly investment program,
and sell all of the shares in your account, we will not make any additional
EasiVest purchases unless you give us other instructions.
<PAGE>
Because of the Funds' expense structure, it costs as much to handle a small
account as it does to handle a large one. If the value of your account in any
Fund falls below $250 as a result of your actions (for example, sale of your
Fund shares), each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to $250
or more.


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



<PAGE>

METHOD                        REDEMPTION MINIMUM             PLEASE REMEMBER
- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL PLAN      $100 per payment on a          You must have least
You may call us to request    monthly or quarterly basis.    $10,000 total
the appropriate form and      The redemption check may       invested with the
more information at           be made payable to any         INVESCO funds with
1-800-525-8085.               party you designate.           at least $5,000 of
                                                             that total invested
                                                             in the fund from
                                                             which withdrawals
                                                             will be made.

PAYMENT TO THIRD PARTY        Any amount.                    All registered
Mail your request to                                         account owners must
INVESCO Funds Group, Inc.,                                   sign the request,
P.O. Box 173706                                              with signature
Denver, CO 80217-3706.                                       guarantees from an
                                                             eligible guarantor
                                                             financial
                                                             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.

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

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

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


<PAGE>

[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 December.

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

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

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


<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of 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 reports, along with the financial statements, are included in
INVESCO Sector Funds, Inc.'s 1999 Annual Report to Shareholders and INVESCO
Specialty Funds, Inc.'s 1999 Annual Report to Shareholders, which are
incorporated by reference into the Statement of Additional Information. These
Repors are available without charge by contacting IDI at the address or
telephone number on the back cover of this Prospectus.

<TABLE>
<CAPTION>

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

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

RATIOS
Net Assets--End of Period
  ($000 Omitted)                    $196,136   $137,455   $319,651   $236,169   $ 48,284
Ratio of Expenses to Average
  Net Assets(c)                        1.68%      1.58%      1.21%      1.30%      1.53%
Ratio of Net Investment Income
  (Loss) to Average Net Assets       (0.05%)      0.01%      0.39%      0.54%      0.72%
Portfolio Turnover Rate                 279%       192%       249%       392%       300%
</TABLE>

(a) Net Investment Income(Loss) aggregated less than $0.01 on a per share basis
    for the years ended October 31, 1999 and 1998.

(b) 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.

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

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)


<TABLE>
<CAPTION>

                                                        YEAR ENDED OCTOBER 31
                                     -------------------------------------------------------------
                                        1999       1998       1997       1996       1995
<S>                                     <C>        <C>        <C>          <C>        <C>

FINANCIAL SERVICES FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value -- Beginning of
  Period                             $ 28.45    $ 29.14    $ 22.94    $ 18.95    $ 15.31
- --------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income                   0.08       0.25       0.28       0.50       0.29
Net Gains on Securities
(Both Realized and Unrealized)          3.52       3.01       8.14       5.18       3.64
- --------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS        3.60       3.26       8.42       5.68       3.93
- --------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income    0.08       0.25       0.28       0.50       0.29
In Excess of Net Investment Income      0.00       0.00       0.00       0.05       0.00
Distributions from Capital Gains        2.24       3.70       1.94       1.14       0.00
- --------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                     2.32       3.95       2.22       1.69       0.29
- --------------------------------------------------------------------------------------------------
Net Asset Value--End of Period        $29.73    $ 28.45    $ 29.14    $ 22.94    $ 18.95
==================================================================================================

TOTAL RETURN                          13.52%     11.76%     39.80%    31.48%     25.80%

RATIOS
Net Assets--End of Period
  ($000 Omitted)                  $1,242,555 $1,417,655 $1,113,255   $542,688   $410,048
Ratio of Expenses to Average Net
  Assets(a)                            1.26%      1.05%      0.99%      1.11%      1.26%
Ratio of Net Investment Income to
  Average Net Assets                   0.25%      0.85%      1.19%      2.48%      2.10%
Portfolio Turnover Rate                  83%        52%        96%       141%       171%

</TABLE>

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

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                                        YEAR ENDED OCTOBER 31
                                      -----------------------------------------------------------
                                       1999       1998       1997(a)     1996        1995
<S>                                    <C>        <C>         <C>         <C>         <C>

GOLD FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning
  of Period                          $ 1.90     $ 3.21      $ 8.00      $ 5.21      $ 5.68
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income (Loss)         (0.03)       0.01      (0.02)      (0.01)        0.01
Net Gains or (Losses) on
  Securities (Both Realized
  and Unrealized)                    (0.04)     (1.29)      (2.62)        2.80      (0.47)
- -------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS     (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        0.01
In Excess of Net
  Investment Income                   0.00        0.03        2.15        0.00        0.00
- -------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                   0.00        0.03        2.15        0.00        0.01
- -------------------------------------------------------------------------------------------------
Net Asset Value--End of Period      $ 1.83      $ 1.90      $ 3.21      $ 8.00      $ 5.21
=================================================================================================

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

RATIOS
Net Assets--End of Period
  ($000 Omitted)                  $ 99,753   $ 107,249   $ 151,085   $ 277,892   $ 151,779
Ratio of Expenses to
  Average Net Assets(b)              2.20%       1.90%       1.47%       1.22%       1.32%
Ratio of Net Investment
  Income (Loss) to Average
  Net Assets                       (1.60%)     (0.93%)     (0.41%)     (0.08%)       0.13%
Portfolio Turnover Rate               141%        133%        148%        155%         72%

</TABLE>

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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                                        YEAR ENDED OCTOBER 31
                                    ---------------------------------------------------------
                                        1999      1998       1997       1996      1995
<S>                                       <C>       <C>       <C>       <C>        <C>

HEALTH SCIENCES FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning of
  Period                             $62.12    $ 57.50   $ 55.24    $ 50.47    $ 35.09
- --------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income (Loss)           0.14       0.13      0.06       0.07     (0.03)
Net Gains on Securities
  (Both Realized and Unrealized)       5.02      13.55     10.85       8.78      15.41
- --------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS       5.16      13.68     10.91       8.85      15.38
- --------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                            0.04       0.25      0.06       0.07       0.00
Distributions from Capital Gains       8.85       8.81      8.59       4.01       0.00
- --------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                    8.89       9.06      8.65       4.08       0.00
- --------------------------------------------------------------------------------------------------
Net Asset Value--End of Period       $58.39    $ 62.12   $ 57.50    $ 55.24    $ 50.47
==================================================================================================

TOTAL RETURN                          8.44%     28.58%    22.96%     17.99%     43.83%

RATIOS
Net Assets--End of Period
  ($000 Omitted)                $ 1,574,020 $1,328,196  $944,498   $933,828  $ 860,926
Ratio of Expenses to Average
  Net Assets(b)                       1.22%      1.12%     1.08%      0.98%      1.15%
Ratio of Net Investment Income
  (Loss) to Average Net Assets        0.07%      0.25%     0.11%      0.11%    (0.08%)
Portfolio Turnover Rate                127%        92%      143%        90%       107%
</TABLE>

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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                                        YEAR ENDED OCTOBER 31
                                    ---------------------------------------------------------
                                        1999      1998       1997       1996        1995
<S>                                     <C>      <C>        <C>         <C>         <C>

LEISURE FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning
  of Period                          $27.92   $ 27.21    $ 22.89      $ 23.78     $ 22.63
- -----------------------------------------------------------------------------------------------
INCOME FROM
  INVESTMENT OPERATIONS                0.00      0.00       0.02         0.04        0.08
Net Investment Income (Loss)(a)
Net Gains on Securities
   (Both Realized and Unrealized)     17.20      3.69       4.96         2.25        2.06
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS      17.20      3.69       4.98         2.29        2.14
- -----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
  Investment Income(b)                 0.00      0.00      0.02          0.04        0.08
Distributions from Capital Gains       1.91      2.98      0.64          2.25        0.91
In Excess of Capital Gains             0.00      0.00      0.00          0.89        0.00
- -----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                    1.91      2.98      0.66          3.18        0.99
- -----------------------------------------------------------------------------------------------
Net Asset Value--End of Period       $43.21   $ 27.92   $ 27.21       $ 22.89     $ 23.78
===============================================================================================

TOTAL RETURN                         65.13%    15.16%    22.32%        10.66%       9.98%

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

(a) Net Investment Income aggregated less than $0.01 on a per share basis for
    the years ended October 31, 1999 and 1998.
(b) Distributions in excess of net investment income for the years ended October
    31, 1998, 1997, 1996 and 1995 aggregated less than $0.01 on a per share
    basis.
(c) Ratio is based on Total Expenses of the Fund, which is before any expense
    offset arrangements.


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)


                                                  YEAR ENDED       PERIOD ENDED
                                                  JULY 31           JULY 31
- --------------------------------------------------------------------------------
                                                  1999        1998      1997(a)
REAL ESTATE OPPORTUNITY FUND - INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning of Period             $9.15      $10.99      $10.00
- --------------------------------------------------------------------------------
INCOME FROM
  INVESTMENT OPERATIONS
Net Investment Income                             0.33        0.38        0.22
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                (1.56)      (0.96)        0.99
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                (1.23)      (0.58)        1.21
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income              0.34        0.39        0.22
Distributions from Capital Gains                  0.00        0.87        0.00
In Excess of Capital Gains                        0.68        0.00        0.00
- --------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                               1.02        1.26        0.22
- --------------------------------------------------------------------------------
Net Asset Value--End of Period                   $6.90       $9.15      $10.99
================================================================================
TOTAL RETURN                                  (13.29%)     (6.49%)   12.24%(b)

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


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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                                        YEAR ENDED OCTOBER 31
                                    ------------------------------------------------------------
                                        1999       1998         1997       1996        1995
<S>                                    <C>         <C>         <C>          <C>        <C>

TECHNOLOGY FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning of
  Period                               $28.07      $ 35.97    $ 34.23      $34.33     $ 24.94
- -------------------------------------------------------------------------------------------------
INCOME FROM  INVESTMENT
  OPERATIONS
Net Investment Income (Loss)(a)        (0.07)         0.00       0.13        0.07      (0.02)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)        30.17        (1.45)      6.23        5.76       10.20
- -------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS        30.10        (1.45)      6.36        5.83       10.18
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
  Investment Income(b)                   0.00         0.00       0.13        0.07        0.00
Distributions from Capital Gains         0.00         3.16       4.49        5.86        0.79
In Excess of Capital Gains               0.00         3.29       0.00        0.00        0.00
- -------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                      0.00         6.45       4.62        5.93        0.79
- -------------------------------------------------------------------------------------------------
Net Asset Value--End of Period         $58.17       $28.07    $ 35.97     $ 34.23     $ 34.33
=================================================================================================

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

RATIOS
Net Assets -- End of Period
  ($000 Omitted)                   $2,081,613   $1,008,771 $1,039,968    $789,611    $563,109
Ratio of Expenses to Average Net
  Assets(c)                             1.20%        1.17%      1.05%       1.08%       1.12%
Ratio of Net Investment Income
  (Loss) to Average Net Assets        (0.79%)      (0.49%)      0.41%       0.24%     (0.06%)
Portfolio Turnover Rate                  143%         178%       237%        168%        191%
</TABLE>

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

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                                          YEAR ENDED OCTOBER 31
                                       --------------------------------------------------------
                                       1999       1998       1997       1996       1995
<S>                                    <C>        <C>        <C>        <C>        <C>
UTILITIES FUND--
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value--Beginning
  of Period                          $14.73     $ 12.42    $ 12.04    $ 10.61    $ 9.76
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income                  0.17        0.30       0.32       0.37      0.44
Net Gains on Securities
  (Both Realized and Unrealized)       3.20        2.56       1.25       1.43      0.84

- -------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS       3.37        2.86       1.57       1.80      1.28
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(a)                            0.21        0.26       0.32       0.37      0.43
Distributions from Capital Gains       0.21        0.29       0.87       0.00      0.00
- -------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                    0.42        0.55       1.19       0.37      0.43
- -------------------------------------------------------------------------------------------------
Net Asset Value--End of Period       $17.68     $ 14.73    $ 12.42    $ 12.04    $ 10.61
=================================================================================================

TOTAL RETURN                         23.22%      23.44%     14.37%    17.18%      13.48%

RATIOS
Net Assets--End of Period
  ($000 Omitted)                   $223,334    $177,309   $132,423  $153,082    $134,468
Ratio of Expenses to
  Average Net Assets(b)(c)            1.26%       1.29%      1.22%     1.17%       1.18%
Ratio of Net Investment Income
  to Average Net Assets(b)            1.02%       1.82%      2.74%     3.28%       4.47%
Portfolio Turnover Rate                 32%         47%        55%      141%        185%

</TABLE>

(a) Distributions in excess of net investment income for the year ended October
    31, 1996, aggregated less than 0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
    years ended 1999, 1998, 1997, 1996 and 1995. If such expenses had not been
    voluntarily absorbed, ratio of expenses to average net assets would have
    been 1.43%, 1.36%, 1.27%, 1.25% and 1.30%, respectively, and ratio of net
    investment income to average net assets would have been 0.85%, 1.75%, 2.69%,
    3.20% and 4.34% , respectively.
(c) Ratio is based on Total Expenses of the Fund, less expenses absorbed by
    INVESCO, which is before any expense offset arrangements.

<PAGE>

FEBRUARY 15, 2000
AS SUPPLEMENTED FEBRUARY 15, 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 February 15, 2000, is a
supplement to this Prospectus,  and has detailed information about the Funds and
their investment policies and practices.  A current SAI for the Funds is on file
with the  Securities  and  Exchange  Commission  and is  incorporated  into this
Prospectus  by  reference;  in other  words,  the SAI is  legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

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

To obtain a free copy of the  current  Prospectus,  SAI,  annual  report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085.  Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth  Street,  N.W.,  Washington,  D.C.  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 | February 15, 2000
AS SUPPLEMENTED FEBRUARY 15, 2000

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

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

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

TABLE OF CONTENTS

Investment Goals, Strategies And Risks.........2
Fund Performance...............................8
Fees And Expenses.............................12
Investment Risks..............................15
Risks Associated With Particular Investments .15
Temporary Defensive Positions.................20
Portfolio Turnover............................21
Fund Management...............................21
Portfolio Managers............................22
Potential Rewards.............................23
Share Price...................................24
How To Buy Shares.............................25
How To Sell Shares............................27
Taxes.........................................28
Dividends And Capital Gain Distributions......29
Financial Highlights..........................30

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

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

<PAGE>

This Prospectus will tell you more about:

[KEY ICON]     Investment 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

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
share, 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.

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.   Although  the  Funds  can  invest  in  debt
securities,  they primarily  invest in equity  securities that INVESCO  believes
will rise in price faster than other securities, as well as in options and other
investments whose 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

<PAGE>

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.

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

The Funds are concentrated in these sectors:

[KEY ICON]   INVESCO ENERGY FUND--CLASS C

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

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

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

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


<PAGE>

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

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

[KEY ICON]   INVESCO GOLD FUND--CLASS C

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.

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

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

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

We target strongly managed, innovative companies with new products. INVESCO
attempts to blend well-established health care firms with faster-growing, more
dynamic entities. Well-established health care companies typically provide
liquidity and earnings visibility for the portfolio and represent core holdings
in the Fund. The remainder of the portfolio consists of faster-growing, more

<PAGE>

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--CLASS C

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

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

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

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

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

[KEY ICON]   INVESCO TECHNOLOGY FUND--CLASS C

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

A core portion of the Fund's portfolio is invested in market-leading technology
companies that we believe will maintain or improve their market share regardless
of overall economic conditions. These companies are usually large, established
firms which are leaders in their field and have a strategic advantage over many

<PAGE>

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--CLASS C

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

The telecommunications sector includes companies that offer telephone service,
wireless communications, satellite communications, television and movie
programming, broadcasting 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 which offer new products or services and/or are increasing their
market shares.

[KEY ICON]   INVESCO UTILITIES FUND--CLASS C

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

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

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


<PAGE>

[GRAPH ICON]   FUND PERFORMANCE

Since the Funds'  Class C shares are 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
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 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)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98       '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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%)
- -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                   GOLD FUND - INVESTOR CLASS
                              ACTUAL ANNUAL TOTAL RETURN(1),(2)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98        '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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%)
- -------------------------------------------------------------------------------------------------------


- -------------------------------------------------------------------------------------------------------
                                 LEISURE FUND - INVESTOR CLASS
                              ACTUAL ANNUAL TOTAL RETURN(1),(2)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98         '99
(10.96%)     52.71%     23.39%     35.74%    (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)
- ---------------------------------------------
    '97          '98         '99
    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)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94       '95       '96       '97       '98       '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
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)
- ------------------------------------------------------
'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.  9/98    (21.72%)
- ------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                               UTILITIES FUND - INVESTOR CLASS
                            ACTUAL ANNUAL TOTAL RETURN(1),(2)
- -------------------------------------------------------------------------------------------------------
'90         '91        '92        '93        '94        '95       '96       '97       '98      '99
<S>         <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>      <C>
(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)
                                                             AS OF 12/31/99
- -------------------------------------------------------------------------------------------
                                                                           10 YEARS
                                                  1 YEAR     5 YEARS    OR SINCE INCEPTION
<S>                                               <C>         <C>           <C>
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%)(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 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) 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) The Fund commenced investment operations on January 2, 1997.
(4) The Fund commenced investment operations on August 1, 1994.
(5) The S&P 500 Index is an unmanaged index considered representative of the
    performance of the broad U.S. stock market. The NAREIT Index is an unmanaged
    index considered representative of the U.S. real estate investment trust
    market. Please keep in mind that the Indexes do not pay brokerage,
    management, administrative or distribution expenses, all of which are paid
    by the Funds and are reflected in their annual returns.

FEES AND EXPENSES

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

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

* 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.


<PAGE>

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

     ENERGY FUND--CLASS C
     Management Fees                                         0.75%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.69%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.44%
                                                             =====

     FINANCIAL SERVICES FUND--CLASS C
     Management Fees                                         0.63%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.40%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.03%
                                                             =====

     GOLD FUND--CLASS C
     Management Fees                                         0.75%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       1.22%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.97%
                                                             =====

     HEALTH SCIENCES FUND--CLASS C
     Management Fees                                         0.62%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.37%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 1.99%
                                                             =====

     LEISURE FUND--CLASS C
     Management Fees                                         0.74%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.46%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.20%
                                                             =====

     REAL ESTATE OPPORTUNITY FUND--CLASS C
     Management Fees                                         0.75%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       1.78%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 3.53%
                                                             =====


     TECHNOLOGY FUND--Class C
     Management Fees                                         0.60%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.36%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 1.96%
                                                             =====

     TELECOMMUNICATION FUND--CLASS C
     Management Fees                                         0.62%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.39%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.01%
                                                             =====
<PAGE>

     UTILITIES FUND--CLASS C
     Management Fees                                         0.75%
     Distribution and Service (12b-1) Fees(1)                1.00%
     Other Expenses(2)                                       0.45%
                                                             -----
     Total Annual Fund Operating Expenses(2)                 2.20%
                                                             =====

(1) Because the Funds' 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.

(2) Based on estimated expenses for the current fiscal year which may be more or
    less than actual expenses. Actual expenses are not provided because the
    Funds' Class C shares are not offered until February 15, 2000. Certain
    expenses of the Funds will be absorbed by INVESCO in order to ensure that
    expenses for Real Estate Opportunity Fund-Class C, Telecommunications Fund-
    Class C and Utilities Fund-Class C will not exceed 2.05%, 2.75% and 2.00%,
    respectively, of each Fund's average net assets attributable to Class C
    shares pursuant to an agreement between the Funds and INVESCO and/or the
    applicable sub-adviser. These commitments may be changed at any time
    following consultation with the board of directors. After absorption, Real
    Estate Opportunity Fund-Class C's shares' Other Expenses and Total Annual
    Fund Operating Expenses for the fiscal year ended March 31, 2000 are
    estimated to be 0.30% and 2.05%, respectively, 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 year
    ending March 31, 2000 are estimated to be 0.25% and 2.00%, respectively, of
    the Fund's average net assets attributable to Class C shares.

EXAMPLES

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

The Examples assume that you invested $10,000 in Class C shares of a Fund for
the time periods indicated. The first Example assumes that you redeem all of
your shares at the end of those periods. The second Example assumes that you
keep your shares. Both Examples also assume that your investment had a
hypothetical 5% return each year and that 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:

<PAGE>

<TABLE>
<CAPTION>
     IF SHARES ARE REDEEMED                    1 year         3 years      5 years        10 years
     <S>                                       <C>            <C>          <C>            <C>
     Energy Fund--Class C                      $347           $761         $1,301         $2,776
     Financial Services Fund--Class C          $306           $637         $1,093         $2,358
     Gold Fund--Class C                        $400           $918         $1,562         $3,290
     Health Sciences Fund--Class C             $302           $624         $1,073         $2,317
     Leisure Fund-- Class C                    $323           $688         $1,180         $2,534
     Real Estate Opportunity Fund--Class C     $456           $1,083       $1,831         $3,801
     Technology Fund-- Class C                 $299           $615         $1,057         $2,285
     Telecommunications Fund--Class C          $304           $630         $1,083         $2,338
     Utilities Fund--Class C                   $323           $688         $1,180         $2,534

     IF SHARES ARE not REDEEMED                1 year         3 years      5 years        10 years
     Energy Fund--Class C                      $247           $761         $1,301         $2,776
     Financial Services Fund--Class C          $206           $637         $1,093         $2,358
     Gold Fund--Class C                        $300           $918         $1,562         $3,290
     Health Sciences Fund--Class C             $202           $624         $1,073         $2,317
     Leisure Fund--Class C                     $223           $688         $1,180         $2,534
     Real Estate Opportunity Fund--Class C     $356           $1,083       $1,831         $3,801
     Technology Fund--Class C                  $199           $615         $1,057         $2,285
     Telecommunications Fund--Class C          $204           $630         $1,083         $2,338
     Utilities Fund--Class C                   $223           $688         $1,180         $2,534

[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 agency,
unlike bank deposits such as CDs or savings accounts.

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

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

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

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

<PAGE>

[ARROWS ICON]   RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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

MARKET RISK

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

CREDIT RISK

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

DEBT SECURITIES RISK

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

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

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

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

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

<PAGE>

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B 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.

FOREIGN SECURITIES RISKS

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

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

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

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

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

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

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

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

<PAGE>

INTEREST RATE RISK

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

DURATION RISK

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

LIQUIDITY RISK

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

DERIVATIVES RISK

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

OPTIONS AND FUTURES RISK

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

COUNTERPARTY RISK

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


<PAGE>

LACK OF TIMELY INFORMATION RISK

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

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

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


</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
INVESTMENT                               RISKS                     APPLIES TO THESE FUNDS
- -----------------------------------------------------------------------------------------
<S>                                      <C>                       <C>
AMERICAN DEPOSITORY RECEIPTS (ADRs)
These are securities issued by U.S.     Market, Information,      Energy
banks that represent shares of for      Political, Regulatory,    Financial Services
eign corporations held by those         Diplomatic, Liquidity     Gold
banks.  Although traded in U.S.         and Currency Risks        Health Sciences
securities markets and valued in U.S.                             Leisure
dollars, ADRs carry most of the risks                             Real Estate Opportunity
of investing directly in foreign                                  Technology
securities.                                                       Telecommunications
                                                                  Utilities
- -----------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies   Market, Credit, Interest  Energy
or governments representing an obliga-   Rate and Duration Risks   Financial Services
tion to pay interest and to repay                                  Gold
principal when the security matures.                               Health Sciences
                                                                   Leisure
                                                                   Real Estate Opportunity
                                                                   Technology
                                                                   Telecommunications
                                                                   Utilities
- -----------------------------------------------------------------------------------------

<PAGE>

- ----------------------------------------------------------------------------------------
INVESTMENT                             RISKS                     APPLIES TO THESE FUNDS
- ----------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of   Currency, Political,      Telecommunications
currency on a date in the future at   Diplomatic, Counter-
an agreed-upon exchange rate might    party and Regulatory
be used by the Fund to hedge against  Risks
changes in foreign currency exchange
rates when the Fund invests in
foreign securities.  Does not reduce
price fluctuations in foreign
securities, or prevent losses if
the prices of those securities
decline.
- ----------------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be sold        Liquidity Risk            Health Sciences
quickly at its fair value.                                      Technology
                                                                Telecommunications
- ----------------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS (REITS)
Trusts that invest in real estate     Interest Rate and         Real Estate Opportunity
or interests in real estate. Shares   Market Risks
of REITs are publicly traded and
are subject to the same risks as
any other security, as well as
risks specific to the real estate
industry, including decline in
value of real estate, general
and local economic conditions,
and interest rate fluctuations.
- ----------------------------------------------------------------------------------------
<PAGE>

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

</TABLE>

[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 year
ended October 31, 1999, are:

         Energy Fund                                      279%
         Gold Fund                                        141%
         Health Sciences Fund                             127%
         Technology Fund                                  143%

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

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

<PAGE>

[INVESCO ICON]   FUND MANAGEMENT

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 $31 billion
for more than 960,478 shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).


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

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 most recent fiscal years:

- --------------------------------------------------------------------------------
                                 ADVISORY FEE AS A PERCENTAGE OF
                                    AVERAGE ANNUAL NET ASSETS
FUND                                    UNDER MANAGEMENT        YEAR ENDED
- --------------------------------------------------------------------------------
Energy Fund--Investor Class                   0.75%             October 31, 1999
Financial Services Fund--Investor Class       0.63%             October 31, 1999
Gold Fund--Investor Class                     0.75%             October 31, 1999
Health Sciences Fund--Investor Class          0.62%             October 31, 1999
Leisure Fund--Investor Class                  0.74%             October 31, 1999
Real Estate Opportunity Fund--Investor Class  0.75%             July 31, 1999
Technology Fund--Investor Class               0.60%             October 31, 1999
Telecommunications Fund--Investor Class       0.62%             July 31, 1999
Utilities Fund--Investor Class                0.75%             October 31, 1999
- --------------------------------------------------------------------------------

Since the Funds'  Class C shares are not offered  until  February 15, 2000,
Class C shares  paid no fees to INVESCO  for its  advisory  services in the year
ended July 31, 1999 for Real Estate Opportunity and Telecommunications Funds and
in the year ended October 31, 1999 for Energy,  Financial Services, Gold, Health
Sciences, Leisure, Technology and Utilities Funds.

[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>

     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  received 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, he was a
senior equity analyst with Mississippi  Valley Advisors in St. Louis,  Missouri.
He is a Chartered  Financial Analyst.  Brian received an M.A. in Economics and a
B.A. in Mathematics from the University of Missouri.

WILLIAM R.  KEITHLER,  a senior vice  president of INVESCO, is the portfolio
manager of Technology Fund. Before joining INVESCO in 1999, Bill was a portfolio
manager with Berger Associates, Inc. He is a Chartered Financial Analyst. Bill
received an M.S.  from the  University  of Wisconsin--Madison  and a B.A. from
Webster College.


SEAN KATOF, a portfolio manager of INVESCO, is the portfolio manager of the
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 in
Boulder.


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  received an M.S. in Finance  from the  University  of
Colorado-Denver  and a B.S.  in  Business  Administration  from  Colorado  State
University.

JOHN R. SCHROER, a 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 1994, John was an assistant vice president with
Trust Company of the West. He is a Chartered Financial Analyst. John received 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 received an M.B.A. in
Finance from the University of Texas-Austin and a B.S. in Civil Engineering from
the University of Alabama.

<PAGE>

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


[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. n speculating on short-term fluctuations in the stock
          markets.

[INVESCO ICON] SHARE PRICE

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

The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in 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 week ends and
national holidays in the U.S.

<PAGE>

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.  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.

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, (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.   Contact  your  investment
representative  for  several  convenient  ways to invest in the  Funds.  Class C
shares are available only through your investment representative.

There is no  charge to  invest  directly  through  INVESCO.  However,  with
respect to Class C shares,  upon  redemption  or exchange of Class C shares held
thirteen months or less (other than Class C shares acquired through reinvestment
of dividends or other  distributions,  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 you wish to purchase.

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

<PAGE>

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

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

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

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

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

We have the following policies governing exchanges:
o    Both fund accounts involved in the exchange must be registered in
     exactly the same name(s) and Social Security or federal tax I.D.
     number(s).
o    You may make up to four exchanges out of each Fund per 12-month
     period, but you may be subject to the contingent deferred sales
     charge, described below.
o    Each Fund reserves the right to reject any exchange request, or to
     modify or terminate the exchange policy, if it is in the best
     interests of the Fund and its shareholders. Notice of all such
     modifications or 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 any Fund or INVESCO. If you are already an INVESCO funds shareholder, the
Fund may seek reimbursement for any loss from your existing account(s).

CONTINGENT DEFERRED SALES CHARGE (CDSC). If you 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"
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.

The CDSC for Class C shares generally will be waived:

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

<PAGE>

o   for redemptions following the death of a shareholder or beneficial owner.

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.

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.

[INVESCO ICON]    HOW TO SELL SHARES

Contact your investment representative for 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. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.

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

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

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

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

[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

<PAGE>

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.

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

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

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

[GRAPH ICON]    DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Funds earn ordinary or investment income from dividends and interest on
their  investments.  Due to the nature of its investments,  Gold Fund frequently
generates substantial ordinary income. Energy,  Financial Services, Gold, Health
Sciences,  Leisure, Technology and Telecommunications Funds expect to distribute
their   respective   investment   income,   less  Fund  expenses,   annually  to
shareholders.  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 December.

<PAGE>

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

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

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


<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of Investor Class shares 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 Investor Class share. Since Class C shares are
new, financial information is not available for this class as of the date of
this Prospectus. The total returns in the table represent the annual percentages
that an investor would have earned (or lost) on an investment in an Investor
Class share of a Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose reports, along with the financial statements, are
included in INVESCO Sector Funds, Inc.'s 1999 Annual Report to Shareholders and
INVESCO Specialty Funds, Inc.'s 1999 Annual Report to Shareholders, which are
incorporated by reference into the Statement of Additional Information. These
Reports are available without charge by contacting IDI at the address or
telephone number on the back cover of this Prospectus.
<TABLE>
<CAPTION>
                                                       Year Ended October 31
                                 -----------------------------------------------------------
                                     1999        1998        1997        1996        1995
<S>                                  <C>         <C>         <C>         <C>         <C>
ENERGY FUND-
  INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning of
  Period                             $ 11.30     $ 19.38     $ 15.03     $ 10.09     $ 10.77
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income (Loss)(a)         0.00        0.00        0.06        0.04        0.09
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)       2.39      (5.04)        5.56        4.94      (0.68)
- --------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS        2.39      (5.04)        5.62        4.98      (0.59)
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
  Income(b)                             0.01        0.01        0.05        0.04        0.09
Distributions from Capital Gains        0.00        0.34        1.22        0.00        0.00
In Excess of Capital Gains              0.00        2.69        0.00        0.00        0.00
- --------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                     0.01        3.04        1.27        0.04        0.09
- --------------------------------------------------------------------------------------------
Net Asset Value-End of Period        $ 13.68     $ 11.30     $ 19.38     $ 15.03     $ 10.09
============================================================================================

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

RATIOS
Net Assets-End of Period
  ($000 Omitted)                    $196,136    $137,455    $319,651    $236,169    $ 48,284
Ratio of Expenses to Average
  Net Assets(c)                        1.68%       1.58%       1.21%       1.30%       1.53%
Ratio of Net Investment income
  (Loss) to Average Net Assets       (0.05%)       0.01%       0.39%       0.54%       0.72%
Portfolio Turnover Rate                 279%        192%        249%        392%        300%
</TABLE>

(a) Net Investment Income(Loss) aggregated less than $0.01 on a per share basis
    for the years ended October 31, 1999 and 1998.
(b) 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.
(c) Ratio is based on Total Expenses of the Fund, which is before any expense
    offset arrangements.


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

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

TOTAL RETURN                          13.52%      11.76%      39.80%      31.48%      25.80%

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

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

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

                                                       Year Ended October 31
                                 --------------------------------------------------------------
                                     1999        1998        1997(a)        1996        1995
<S>                                  <C>         <C>         <C>            <C>         <C>
GOLD FUND-
 INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning of
  Period                             $  1.90    $  3.21      $  8.00        $  5.21     $  5.68
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income (Loss)          (0.03)       0.01       (0.02)         (0.01)        0.01
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)      (0.04)     (1.29)       (2.62)           2.80      (0.47)
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS      (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        0.01
In Excess of Net
  Investment Income                     0.00       0.03         2.15           0.00        0.00
- -----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                     0.00       0.03         2.15           0.00        0.01
- -----------------------------------------------------------------------------------------------
Net Asset Value-End of Period        $  1.83    $  1.90      $  3.21        $  8.00     $  5.21
===============================================================================================

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

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

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

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

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

TOTAL RETURN                           8.44%      28.58%      22.96%      17.99%      43.83%

RATIOS
Net Assets-End of Period
  ($000 Omitted)                 $ 1,574,020  $1,328,196    $944,498    $933,828   $ 860,926
Ratio of Expenses to
  Average Net Assets(b)                1.22%       1.12%       1.08%       0.98%       1.15%
Ratio of Net Investment Income
  (Loss) to Average Net Assets         0.07%       0.25%       0.11%       0.11%     (0.08%)
Portfolio Turnover Rate                 127%         92%        143%         90%        107%
</TABLE>

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

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

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

TOTAL RETURN                         65.13%       15.16%      22.32%      10.66%       9.98%

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

(a) Net Investment Income aggregated less than $0.01 on a per share basis for
    the years ended October 31, 1999 and 1998.
(b) Distributions in excess of net investment income for the years ended October
    31, 1998, 1997, 1996 and 1995 aggregated less than $0.01 on a per share
    basis.
(c) Ratio is based on Total Expenses of the Fund, which is before any expense
    offset arrangements.


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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


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

<PAGE>

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

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

RATIOS
Net Assets-End of Period
  ($000 Omitted)                 $2,081,613   $1,008,771  $1,039,968   $789,611     $563,109
Ratio of Expenses to Average
  Net Assets(c)                       1.20%        1.17%       1.05%      1.08%        1.12%
Ratio of Net Investment Income
  (Loss) to Average Net Assets      (0.79%)      (0.49%)       0.41%      0.24%      (0.06%)
Portfolio Turnover Rate                143%         178%        237%       168%         191%
</TABLE>

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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

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


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

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

TOTAL RETURN                         23.22%       23.44%      14.37%      17.18%      13.48%

RATIOS
Net Assets-End of Period
   ($000 Omitted)                  $223,334     $177,309    $132,423    $153,082    $134,468
Ratio of Expenses to
  Average Net Assets(b)(c)            1.26%        1.29%       1.22%       1.17%       1.18%
Ratio of Net Investment Income to
  Average Net Assets(b)               1.02%        1.82%       2.74%       3.28%       4.47%
Portfolio Turnover Rate                 32%          47%         55%        141%        185%

</TABLE>

(a) Distributions in excess of net investment income for the year ended October
    31, 1996, aggregated less than 0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
    years ended 1999, 1998, 1997, 1996 and 1995. If such expenses had not been
    voluntarily absorbed, ratio of expenses to average net assets would have
    been 1.43%, 1.36%, 1.27%, 1.25% and 1.30%, respectively, and ratio of net
    investment income to average net assets would have been 0.85%, 1.75%, 2.69%,
    3.20% and 4.34% , respectively.
(c) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
    INVESCO, which is before any expense offset arrangements.

<PAGE>

FEBRUARY 15, 2000
AS SUPPLEMENTED FEBRUARY 15, 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:

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  February 15, 2000 as
Supplemented  February  15, 2000 is a  supplement  to this  Prospectus,  and has
detailed   information  about  the  Funds  and  their  investment  policies  and
practices.  A  current  SAI for the  Funds is on file  with the  Securities  and
Exchange  Commission and is incorporated  into this Prospectus by reference;  in
other  words,  the  SAI is  legally  a part  of  this  Prospectus,  and  you are
considered to be aware of the contents of the SAI.

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

To obtain a free copy of the  current  Prospectus,  SAI,  annual  report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-328-2234.  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
Funds are 811-3826 and 002-85905.

















811-3826

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

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


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



Address:                                  Mailing Address:

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

                                   Telephone:

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

                                February 15, 2000
                       As Supplemented February 15, 2000
- --------------------------------------------------------------------------------

A Prospectus  for the  Investor  Class  shares of INVESCO  Energy,  INVESCO
Financial  Services,  INVESCO Gold,  INVESCO Health  Sciences,  INVESCO Leisure,
INVESCO  Realty,  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  February 15, 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 www.invesco.com.

<PAGE>

TABLE OF CONTENTS

The Company....................................................................4

Investments, Policies and Risks................................................4

Investment Restrictions.......................................................24

Management of the Funds.......................................................27

Other Service Providers.......................................................56

Brokerage Allocation and Other Practices......................................57

Capital Stock.................................................................62

Tax Consequences of Owning Shares of a Fund...................................63

Performance...................................................................65

Financial Statements..........................................................69

Appendix A....................................................................70


<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 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. Effective as of the date of the Prospectuses and Statement
of Additional Information,  the Company has changed its fiscal year end to March
31.

The Company is an  open-end,  diversified,  management  investment  company
currently  consisting of nine portfolios of  investments:  INVESCO Energy Fund -
Investor Class and Class C, INVESCO Financial Services Fund - Investor Class and
Class C, INVESCO Gold Fund Investor Class and Class C, INVESCO  Health  Sciences
Fund - Investor  Class and Class C, INVESCO  Leisure  Fund - Investor  Class and
Class C,  INVESCO  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

<PAGE>

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.
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


<PAGE>

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 Investor Services, 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
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

<PAGE>

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
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

<PAGE>

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.

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

<PAGE>

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,
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 and/or sub-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.

<PAGE>

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

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

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

In addition to the instruments and strategies described below, the adviser
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
and/or sub-adviser employs a Financial Instrument that correlates imperfectly
with a Fund's investments, a loss could result, regardless of whether or not the
intent was to manage risk. In addition, these techniques could result in a loss
if there is not a liquid market to close out a position that a Fund has entered.

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


<PAGE>

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
and/or sub-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.

COVER. Positions in Financial Instruments, other than purchased options, expose

<PAGE>

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

<PAGE>

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.

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

<PAGE>

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.

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

<PAGE>

becomes obligated to assume a position in the futures contract at a specified
exercise price at any time during the term of the option. If a Fund writes a
call, on exercise it assumes a short futures position. If it writes a put, on
exercise it assumes a long futures position.

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

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

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

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

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


<PAGE>

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

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

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

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


<PAGE>

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

<PAGE>

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
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

<PAGE>

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
the  securities  of any one  investment  company.  As a  shareholder  of another
investment  company,  a Fund  would  bear  its pro  rata  portion  of the  other
investment  company's  expenses,  including  advisory  fees,  in addition to the
expenses the Fund bears directly in connection with its own operations.

<PAGE>

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

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

The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers that are creditworthy
under standards established by the Company's board of directors. The Company's
board of directors has established standards that INVESCO 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.
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,


<PAGE>

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

<PAGE>

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.

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


<PAGE>

security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by a Fund until it receives
delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect a Fund.

INVESTMENT RESTRICTIONS

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

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


<PAGE>

     ownership of securities or other instruments (but this shall not prevent
     the Fund from investing in securities or other instruments backed by real
     estate or securities of companies engaged in the real estate business).

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

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

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

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

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

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

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

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

     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


<PAGE>

     separate from the government creating the subdivision and the security is
     backed only by assets and revenues of the subdivision, such subdivision
     would be deemed to be the sole issuer. Similarly, in the case of an
     Industrial Development Bond or Private Activity bond, if that bond is
     backed only by the assets and revenues of the non-governmental user, then
     that non-governmental user would be deemed to be the sole issuer. However,
     if the creating government or another entity guarantees a security, then to
     the extent that the value of all securities issued or guaranteed by that
     government or entity and owned by a Fund exceeds 10% of the Fund's total
     assets, the guarantee would be considered a separate security and would be
     treated as issued by that government or entity.

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

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
INVESTMENT                          ENERGY                FINANCIAL SERVICES    GOLD                 HEALTH SCIENCES
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                   <C>                  <C>
WITHIN SECTOR                       Normally, at least    Normally, at least    Normally, at least   Normally, at least
                                    80%(a)                80%(a)                80%(a)               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.)
- ----------------------------------------------------------------------------------------------------------------------------



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


<PAGE>

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

     (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.

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

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

         INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
         INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
              Flexible Funds, Inc.)
         INVESCO International Funds, Inc.
         INVESCO Money Market Funds, Inc.
         INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
              Portfolios, Inc.)
         INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
         INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
              Series Trust)
         INVESCO Variable Investment Funds, Inc.


<PAGE>

As of December 31, 1999, INVESCO managed 45 mutual funds having combined assets
of $31 billion, on behalf of more than 960,478 shareholders.

INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world with
approximately $291 billion in assets under management on September 30, 1999.

AMVESCAP PLC's North American subsidiaries include:

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

        INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division
        of IRBS, provides recordkeeping and investment selection services to
        defined contribution plan sponsors of plans with between $2 million and
        $200 million in assets. Additionally, IRPS provides investment
        consulting services to institutions seeking to provide retirement plan
        products and services.

        Institutional Trust Company, doing business as INVESCO Trust Company
        ("ITC"), Denver, Colorado, a division of IRBS, provides retirement
        account custodian and/or trust services for individual retirement
        accounts ("IRAs") and other retirement plan accounts. This includes
        services such as recordkeeping, tax reporting and compliance. ITC acts
        as trustee or custodian to these plans. ITC accepts contributions and
        provides complete transfer agency functions: correspondence, sub-
        accounting, telephone communications and processing of distributions.

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

        INVESCO Capital Management Division, Atlanta, Georgia, manages
        institutional investment portfolios, consisting primarily of discretion-
        ary 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.
<PAGE>

        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.

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

<PAGE>

     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);

     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:

<PAGE>

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

     o 0.75% on the first $350 million of each Fund's average net assets;

     o 0.65% on the next $350 million of each Fund's average net assets;

     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.
<PAGE>

During the periods outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below. Since the Funds' Class C shares are not
offered until February 15, 2000, no advisory fees were paid with respect to
Class C shares for the periods shown below. If applicable, the advisory fees
were offset by credits in the amounts shown below, so that 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
                                   Fee Dollars   Reimbursements    Limitations
                                   -----------   --------------    -------------
ENERGY FUND - INVESTOR CLASS
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 -
INVESTOR CLASS
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 - INVESTOR CLASS
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 -
INVESTOR CLASS
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 - INVESTOR CLASS
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 FUNDS - INVESTOR CLASS
July 31, 1999                      $  157,568    296,226           1.30%(a)
July 31, 1998                         275,574    275,415           1.20%
July 31, 1997(b)                      112,846    102,675           1.20%

TECHNOLOGY FUND -
INVESTOR CLASS
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

<PAGE>

                                   Advisory      Total Expense     Total Expense
                                   Fee Dollars   Reimbursements    Limitations
                                   -----------   --------------    -------------
TECHNOLOGY FUND -
INSTITUTIONAL CLASS
October 31, 1999(c)                $2,132,824    N/A               0.95%
October 31, 1998                          N/A    N/A               N/A
October 31, 1997                          N/A    N/A               N/A

TELECOMMUNICATIONS FUND -
INVESTOR CLASS
July 31, 1999                      $3,079,599    N/A               2.00%
July 31, 1998                         917,111    N/A               2.00%
July 31, 1997                         358,300    N/A               2.00%

UTILITIES FUND -
INVESTOR CLASS
October 31, 1999                   $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%(d)

(a) 1.20% prior to May 13, 1999.
(b) For the period January 2, 1997, commencement of operations, through July 31,
    1997.
(c) For the period December 22, 1998, commencement of operations, through
    October 31, 1999.
(d) 1.10% prior to June 1, 1997.


<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 February 28, 1997 with the
Company.

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

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

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

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

<PAGE>

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent, dividend disbursing agent, and registrar
services for the Funds pursuant to a Transfer Agency Agreement dated February
28, 1997 with the Company.

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

FEES PAID TO INVESCO

For the periods outlined in the table below for each Fund, the Funds' Investor
Class shares paid the following fees to INVESCO (prior to the absorption of
certain Fund expenses by INVESCO and the sub-adviser, where applicable). Since
the Funds' Class C shares are not offered until February 15, 2000, no fees were
paid with respect to Class C shares for the periods shown below.

                                                 ADMINISTRATIVE      TRANSFER
                                 ADVISORY          SERVICES           AGENCY

ENERGY FUND - INVESTOR CLASS
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 -
INVESTOR CLASS
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

GOLD FUND - INVESTOR CLASS
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 -
INVESTOR CLASS
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 - INVESTOR CLASS
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

<PAGE>

REAL ESTATE OPPORTUNITY FUND - INVESTOR CLASS
July 31, 1999                    $   157,568     $   14,814         $   219,575
July 31, 1998                        275,574         15,511             215,561
July 31, 1997(a)                     112,846          7,257              74,155


<TABLE>
<CAPTION>
TECHNOLOGY FUND - INSTITUTIONAL
CLASS AND INVESTOR CLASS
<S>                                  <C>            <C>                 <C>        <C>
October 31, 1999                 $ 2,132,824     $  134,616         $   251,242 (Institutional Class)
                                   8,443,280        444,783           3,264,755 (Investor Class)
                                  10,576,104        579,399           3,515,997 (Total)
October 31, 1998                   6,846,934        168,098           2,681,507
October 31, 1997                   6,217,324        150,934           2,686,039
</TABLE>

TELECOMMUNICATIONS FUND -
INVESTOR CLASS
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 -
INVESTOR CLASS
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


(a) For the period January 2, 1997, commencement of operations, through July 31,
    1997.

DIRECTORS AND OFFICERS OF THE COMPANY

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

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

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

<PAGE>

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.

The Company has a derivatives  committee.  The committee meets periodically
to review  derivatives  investments  made by the Funds.  It monitors  derivative
usage by the Funds and the procedures utilized by INVESCO to ensure that the use
of such  instruments  follows the  policies on such  instruments  adopted by the
Company's board of directors. It reports on these matters to the Company's board
of directors.

The  officers of the Company,  all of whom are  officers  and  employees of
INVESCO,  are responsible for the day-to-day  administration  of the Company and
the Funds. The officers of the Company receive no direct  compensation  from the
Company 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":

         INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
         INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
              Flexible Funds, Inc.)
         INVESCO International Funds, Inc.
         INVESCO Money Market Funds, Inc.
         INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
              Portfolios, Inc.)
         INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
         INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
              Series Trust)
         INVESCO Variable Investment Funds, Inc.

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

<PAGE>

                               Position(s) Held          Principal Occupation(s)
Name, Address, and Age         with Company              During Past Five Years
- ----------------------         ----------------          ----------------------
Charles W. Brady*+             Director and Chairman     Chairman of the Board
1315 Peachtree St., N.E.       of the Board              of INVESCO Global
Atlanta, Georgia                                         Health Sciences Fund;
Age:  64                                                 Chief Executive Officer
                                                         and Director of
                                                         AMVESCAP PLC, London,
                                                         England and various
                                                         subsidiaries of
                                                         AMVESCAP PLC.

Fred A. Deering+#              Director and Vice         Trustee of INVESCO
Security Life Center           Chairman of               Glo bal Health Sciences
1290 Broadway                  the Board                 Fund; formerly,
Denver, Colorado                                         Chairman of the
Age:  72                                                 Executive Committee and
                                                         Chairman of the Board
                                                         of Security Life of
                                                         Denver Insurance
                                                         Company; Director of
                                                         ING American Holdings
                                                         Company and First ING
                                                         Life Insurance Company
                                                         of New York.

Mark H. Williamson*+           President, Chief          President, Chief
7800 E. Union Avenue           Executive Officer         Executive Officer and
Denver, Colorado               and Director              Director of INVESCO
Age:  48                                                 Funds Group, Inc.;
                                                         President, Chief
                                                         Executive Officer and
                                                         Director of INVESCO
                                                         Distributors, Inc.;
                                                         Presi dent, Chief
                                                         Operating Officer and
                                                         Trustee of INVESCO
                                                         Global Health Sciences
                                                         Fund; formerly,
                                                         Chairman and Chief
                                                         Executive Officer of
                                                         Nations Banc Advisors,
                                                         Inc.; formerly,
                                                         Chairman of Nationsbanc
                                                         Investments, Inc.

<PAGE>

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

Victor L. Andrews, Ph.D.**!    Director                  Professor Emeritus,
34 Seawatch Drive                                        Chairman Emeritus and
Savannah, Georgia                                        Chairman of the CFO
Age:  69                                                 Roundtable of the
                                                         Department of Finance
                                                         of Georgia State
                                                         University; President,
                                                         Andrews Financial
                                                         Associates, Inc.
                                                         (consulting firm);
                                                         formerly, member of the
                                                         faculties of the
                                                         Harvard Business School
                                                         and the Sloan School of
                                                         Management of MIT;
                                                         Director of The
                                                         Sheffield Funds, Inc.

Bob R. Baker+**@               Director                  Consultant (since 2000)
AMC Cancer Research Center                               and President and Chief
1600 Pierce Street                                       Executive Officer
Denver, Colorado                                         (1988 to 2000) of
Age:  63                                                 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.

Lawrence H. Budner#@           Director                  Trust Consultant; prior
7608 Glen Albens Circle                                  to June 30, 1987,
Dallas, Texas                                            Senior Vice President
Age:  69                                                 and Senior Trust
                                                         Officer of InterFirst
                                                         Bank, Dallas, Texas.


<PAGE>

                               Position(s) Held          Principal Occupation(s)
Name, Address, and Age         with Company              During Past Five Years
- ----------------------         ----------------          ----------------------
James T. Bunch**@              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>

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

Wendy L. Gramm, Ph.D**!        Director                  Self-employed (since
4201 Yuma Street, N.W.                                   1993); Professor of
Washington, DC                                           Economics and Public
Age: 55                                                  Administration,
                                                         University of Texas at
                                                         Arlington; formerly,
                                                         Chairman, Commodity
                                                         Futures Trading
                                                         Commission;
                                                         Administrator for
                                                         Information and
                                                         Regulatory Affairs at
                                                         the Office of
                                                         Management and Budget,
                                                         Executive Director of
                                                         the Presidential Task
                                                         Force on Regulatory
                                                         Relief, and Director of
                                                         the Federal Trade
                                                         Commission's Bureau of
                                                         Economics. Also,
                                                         Director of Chicago
                                                         Mercantile Exchange,
                                                         Enron Corporation, IBP,
                                                         Inc., State Farm
                                                         Insurance Company,
                                                         Independent Women's
                                                         Forum, International
                                                         Republic Institute, and
                                                         the Republican Women's
                                                         Federal Forum. Also,
                                                         Member of Board of
                                                         Visitors, College of
                                                         Business
                                                         Administration,
                                                         University of Iowa, and
                                                         Member of Board of
                                                         Visitors, Center for
                                                         Study of Public Choice,
                                                         George Mason
                                                         University.


<PAGE>

                               Position(s) Held          Principal Occupation(s)
Name, Address, and Age         with Company              During Past Five Years
- ----------------------         ----------------          ----------------------
Gerald J. Lewis#!              Director                  Chairman of Lawsuit
701 "B" Street                                           Resolution Services,
Suite 2100                                               San Diego, California
San Diego, California                                    since 1987; Director of
Age:  65                                                 General Chemical Group,
                                                         Inc., Hampdon, New Hamp
                                                         shire, since 1996;
                                                         formerly, Associate
                                                         Justice of the
                                                         California Court of
                                                         Appeals; formerly,
                                                         Director of
                                                         Wheelabrator Tech
                                                         nologies, 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, Vice
7 Piedmont Center                                        Chairman of the Board
Suite 100                                                of Directors of The
Atlanta, Georgia                                         Citizens and Southern
Age: 69                                                  Corporation and
                                                         Chairman of the Board
                                                         and Chief Executive
                                                         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>

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

Larry Soll, Ph.D.!**           Director                  Retired.  Formerly,
345 Poorman Road                                         Chairman of the Board
Boulder, Colorado                                        (1987 to 1994), Chief
Age:  57                                                 Executive Officer (1982
                                                         to 1989 and 1993 to
                                                         1994) and President
                                                         (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).

<PAGE>

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

Ronald L. Grooms               Chief Accounting          Senior Vice President,
7800 E. Union Avenue           Officer, Chief            Treasurer and Director
Denver, Colorado               Financial Officer         of INVESCO Funds Group,
Age:  53                       and Treasurer             Inc.; Senior Vice
                                                         President, Treasurer
                                                         and Director of INVESCO
                                                         Distributors, Inc.;
                                                         Treasurer and Principal
                                                         Financial and
                                                         Accounting Officer of
                                                         INVESCO Global Health
                                                         Sciences Fund;
                                                         formerly, Senior Vice
                                                         President and Treasurer
                                                         of INVESCO Trust
                                                         Company (1988 to 1998).

William J. Galvin, Jr.         Assistant Secretary       Senior Vice President
7800 E. Union Avenue                                     and Assistant Secretary
Denver, Colorado                                         of INVESCO Funds Group,
Age:  43                                                 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 of
Denver, Colorado                                         INVESCO Funds Group,
Age:  39                                                 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).


<PAGE>

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

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 of
Denver, Colorado                                         INVESCO Funds Group,
Age:  51                                                 Inc.; Assistant
                                                         Secretary of INVESCO
                                                         Distributors, Inc.;
                                                         formerly, Trust Officer
                                                         of INVESCO Trust
                                                         Company.

#    Member of the audit committee of the Company.

+    Member of the executive committee of the Company. On occasion, the
executive committee acts upon the current and ordinary business of the Company
between meetings of the board of directors. Except for certain powers which,
under applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Company. All decisions are
subsequently submitted for ratification by the board of directors.

*    These directors are "interested persons" of the Company as defined in the
1940 Act.

**   Member of the management liaison committee of the Company.

@    Member of the brokerage committee of the Company.

!    Member of the derivatives committee of the Company.

The following table shows the compensation paid by the Company to its
Independent Directors for services rendered in their capacities as directors of
the Company; the benefits accrued as Company expenses with respect to the
Defined Benefit Deferred Compensation Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the fiscal year ended October 31, 1999.

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

<PAGE>

of December 31, 1999, there were 46 funds in the INVESCO Complex.

- --------------------------------------------------------------------------------
                                      Benefits     Estimated     Total
Name of              Aggregate        Accrued      Annual        Compensation
Person and           Compensation     as Part of   Benefits      From INVESCO
Position             From Company(1)  Company      Upon          Complex Paid
                                      Expenses(2)  Retirement(3) to Directors(7)
- --------------------------------------------------------------------------------
Fred A. Deering,      $16,462          $13,098       $8,847            $107,050
Vice 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)
- --------------------------------------------------------------------------------

(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

<PAGE>

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.
Although Mr. McIntyre became eligible to participate in the Defined Benefit
Deferred Compensation Plan as of November 1, 1998, he was not included in the
calculation of retirement benefits until November 1, 1999.

(4)  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.

Messrs. Brady and Williamson, as "interested persons" of the Company and the
other INVESCO Funds, receive compensation as officers or employees of INVESCO or
its affiliated companies, and do not receive any director's fees or other
compensation from the Company or the other funds in the INVESCO Funds for their
service as directors.

The boards of directors of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified Director") is entitled to receive,
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
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.

<PAGE>

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 December 31, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
is considered to be a "principal shareholder" relationship with a Fund under the
1940 Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:

Energy Fund

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co. Inc.                  Record                    31.06%
Special Custody for the Exclusive
Benefit of Customers
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
Resources Trust Co Cust for                Record                    12.37%
the Exclusive Benefit of the
Various Customers of IMS
PO Box 3865
Englewood, CO 80155-3865
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
National Financial Services Corp.          Record                     6.13%
The Exclusive Benefit of Customers
One World Financial Center
Attn:  Kate - Recon.
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- --------------------------------------------------------------------------------


FINANCIAL SERVICES FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    31.38%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
National Financial Services Corp.          Record                     6.74%
The Exclusive Benefit of Customers
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- --------------------------------------------------------------------------------


GOLD FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    28.50%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
National Financial Services Corp.          Record                     5.31%
The Exclusive Benefit of Customers
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- --------------------------------------------------------------------------------


HEALTH SCIENCES FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    25.90%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
National Financial Services Corp.          Record                     5.41%
The Exclusive Benefit of Customers
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500
- --------------------------------------------------------------------------------


LEISURE FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    26.90%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------


<PAGE>

TECHNOLOGY FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    30.74%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------


UTILITIES FUND

- --------------------------------------------------------------------------------
                                           Basis of Ownership        Percentage
 Name and Address                          (Record/Beneficial)       Owned
- --------------------------------------------------------------------------------
Charles Schwab & Co                        Record                    38.28%
Special Custody Acct For The
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------

As of December 31, 1999, officers and directors of the Company, as a group,
beneficially owned less than 1% of any Fund's outstanding shares.

DISTRIBUTOR

INVESCO Distributors, Inc. ("IDI"), a wholly owned subsidiary of INVESCO, is the
distributor of the Funds. IDI receives no compensation and bears all expenses,
including the cost of printing and distributing prospectuses, incident to
marketing of the Funds' shares, except for such distribution expenses as are
paid out of Fund assets under the Company's Plans of Distribution, which have
been adopted by each Fund pursuant to Rule 12b-1 under the 1940 Act.

INVESTOR   CLASS.   The  Company  has  adopted  a  Plan  and  Agreement  of
Distribution  (the "Investor Class Plan") with respect to Investor Class shares,
which  provides  that 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
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

<PAGE>

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.

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

<PAGE>

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.

With respect to Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities Funds, during the fiscal year ended October 31, 1999,
those Funds made payments to IDI under the Investor Class Plan in the amounts of
$395,044, $3,408,103, $257,275, $3,852,126, $808,112, $3,286,919 and $489,536
for Energy Fund - Investor Class, Financial Services Fund - Investor Class, Gold
Fund - Investor Class, Health Sciences Fund - Investor Class, Leisure Fund -
Investor Class, Technology Fund - Investor Class and Utilities Fund - Investor
Class, respectively. In addition, as of October 31, 1999, $45,918, $228,040,
$24,992, $324,791, $88,524, $395,434 and $42,172 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, Technology Fund - Investor
Class and Utilities Fund - Investor Class, respectively, and will be paid during
the fiscal year ended March 31, 2000. Since the Funds' Class C shares are not
offered until February 15, 2000, the Funds' Class C shares made no payments to
IDI under the Class C Plan during the year ended October 31, 1999. For the
fiscal year ended October 31, 1999, allocation of Rule 12b-1 amounts paid by the
Funds' Investor Class for the following categories of expenses were:

ENERGY FUND - INVESTOR CLASS

Advertising- $99,745;
Sales literature, printing, and postage--$51,446;
Direct mail--$18,184;
Public relations/promotion--$33,070;
Compensation to securities dealers and other organizations--$98,559; and
Marketing personnel--$94,040.

FINANCIAL SERVICES FUND - INVESTOR CLASS

Advertising--$818,104;

<PAGE>

Sales literature, printing, and postage--$296,922;
Direct mail--$116,206;
Public relations/promotion--$178,434;
Compensation to securities dealers and other organizations--$1,446,205; and
Marketing personnel--$552,232.

GOLD FUND - INVESTOR CLASS

Advertising--$87,285;
Sales literature, printing, and postage--$37,355;
Direct mail--$12,772;
Public relations/promotion--$21,313;
Compensation to securities dealers and other organizations--$25,963; and
Marketing personnel--$72,587.

HEALTH SCIENCES FUND - INVESTOR CLASS

Advertising--$1,263,058;
Sales literature, printing, and postage--$410,369;
Direct mail--$197,710;
Public relations/promotion--$217,614;
Compensation to securities dealers and other organizations--$1,150,607; and
Marketing personnel--$612,768.

LEISURE FUND - INVESTOR CLASS

Advertising--$172,905;
Sales literature, printing, and postage--$75,211;
Direct mail--$32,083;
Public relations/promotion--$51,783;
Compensation to securities dealers and other organizations--$336,063; and
Marketing personnel--$140,067.

TECHNOLOGY FUND - INVESTOR CLASS

Advertising--$761,313;
Sales literature, printing, and postage--$300,482;
Direct mail--$155,941;
Public relations/promotion--$192,450;
Compensation to securities dealers and other organizations--$1,321,601; and
Marketing personnel--$555,132.

UTILITIES FUND - INVESTOR CLASS

Advertising--$97,007;
Sales literature, printing, and postage--$39,562;

<PAGE>

Direct mail--$14,751;
Public relations/promotion--$24,245;
Compensation to securities dealers and other organizations--$241,757; and
Marketing personnel--$72,214.

With  respect to Real  Estate  Opportunity  and  Telecommunications  Funds,
during the fiscal  year ended  July 31,  1999,  the Realty - Investor  Class and
Telecommunications  -  Investor  Class  Funds  made  payments  to IDI  under the
Investor Class Plan in the amounts of $54,902 and $1,072,046,  respectively.  In
addition,  as of July 31, 1999,  $3,969 and $219,156 of additional  distribution
accruals had been incurred by the Realty - Investor Class and Telecommunications
- - Investor  Class Funds,  respectively,  and will be paid during the fiscal year
ended March 31,  2000.  For the fiscal year ended July 31, 1999,  allocation  of
Rule 12b-1  amounts paid by the Funds for the  following  categories of expenses
were:

REAL ESTATE OPPORTUNITY FUND - INVESTOR CLASS

Advertising- $18,174;
Sales literature, printing, and postage--$14,694;
Direct mail--$1,323;
Public relations/promotion--$2,252;
Compensation to securities dealers and other organizations--$10,881; and
Marketing personnel--$7,578.

TELECOMMUNICATIONS FUND - INVESTOR CLASS

Advertising--$306,383;
Sales literature, printing, and postage--$145,991;
Direct mail--$41,844;
Public relations/promotion--$65,179;
Compensation to securities dealers and other organizations--$347,466; and
Marketing personnel--$165,183.

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

<PAGE>

     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.

The positive effect which increased Fund assets will have on INVESCO's revenues
could allow INVESCO and its affiliated companies:

     o  To have greater resources to make the financial commitments necessary to
     improve the quality and level of the Funds' shareholder services (in both
     systems and personnel);

     o  To increase the number and type of mutual funds available to investors
     from INVESCO and its affiliated companies (and support them in their
     infancy), and thereby expand the investment choices available to all
     shareholders; and

     o  To acquire and retain talented employees who desire to be associated
     with a growing organization.

OTHER SERVICE PROVIDERS

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the Funds.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.

TRANSFER AGENT

INVESCO, 7800 E. Union Avenue, Denver, Colorado, is the Company's transfer
agent, registrar, and dividend disbursing agent. Services provided by INVESCO
include the issuance, cancellation and transfer of shares of the Funds, and the
maintenance of records regarding the ownership of such shares.

LEGAL COUNSEL

The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N. W., 2nd
<PAGE>

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.

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.

<PAGE>

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
October 31, 1999                   $ 2,574,966
October 31, 1998                     2,480,249
October 31, 1997                     2,930,676

Financial Services Fund
October 31, 1999                   $ 4,482,838
October 31, 1998                     2,803,446
October 31, 1997                     2,984,942

Gold Fund
October 31, 1999                   $   837,475
October 31, 1998                     1,415,900
October 31, 1997                     2,041,911

Health Sciences Fund
October 31, 1999                   $ 4,817,094
October 31, 1998                     2,344,485
October 31, 1997                     3,867,011

Leisure Fund
October 31, 1999                   $ 1,866,223
October 31, 1998                       671,367
October 31, 1997                       678,711

Real Estate Opportunity Fund
July 31, 1999                      $   545,584
July 31, 1998                          315,807
July 31, 1997(a)                       182,397

Technology Fund
October 31, 1999                   $10,581,703
October 31, 1998                     6,480,241
October 31, 1997                     6,214,757

Telecommunications Fund
July 31, 1999                      $ 2,429,429
July 31, 1998                        1,506,116
July 31, 1997                          397,609

<PAGE>

Utilities Fund
October 31, 1999                   $    426,606
October 31, 1998                        456,621
October 31, 1997                        481,479

(a) For the period January 2, 1997, commencement of operations, through July 31,
    1997.

With respect to Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities Funds, for the fiscal year ended October 31, 1999,
brokers providing research services received $16,071,447 in commissions on
portfolio transactions effected for the Funds. The aggregate dollar amount of
such portfolio transactions was $10,961,048,167. Commissions totaling $2,280
were allocated to certain brokers in recognition of their sales of shares of the
Funds on portfolio transactions of the Funds effected during the fiscal year
ended October 31, 1999.

With respect to Real Estate Opportunity and  Telecommunications  Funds, for
the  fiscal  year ended  July 31,  1999,  brokers  providing  research  services
received  $1,243,263 in commissions on portfolio  transactions  effected for the
Funds.  The  aggregate   dollar  amount  of  such  portfolio   transactions  was
$800,734,758.  Commissions  totaling  $0 were  allocated  to certain  brokers in
recognition of their sales of shares of the Funds on portfolio  transactions  of
the Funds effected during the fiscal year ended July 31, 1999.

At October 31, 1999, Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities Funds held debt securities of their regular brokers or
dealers, or their parents, as follows:

- --------------------------------------------------------------------------------
                                                          Value of Securities at
Fund                         Broker or Dealer             October 31, 1999
- --------------------------------------------------------------------------------
Energy                  State Street Bank and Trust       $   606,000.00
                        Company
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                                          Value of Securities at
Fund                         Broker or Dealer             October 31, 1999
- --------------------------------------------------------------------------------
Financial Services      Morgan Stanley Dean Witter        $64,885,812.50
                        American Express Company          $59,983,000.00
                        General Motors Acceptance         $50,000,000.00
                        Corporation
                        Ford Motor Credit Company         $49,736,000.00
                        Sears Roebuck Acceptance          $40,000,000.00
                        Corporation
                        General Electric Company          $30,000,000.00
                        General Electric Capital          $25,000,000.00
                        Corporation
                        J.P. Morgan and Company           $ 6,020,250.00
                        Incorporated

- --------------------------------------------------------------------------------
Gold                    State Street Bank and Trust       $ 2,247,000.00
                        Company
- --------------------------------------------------------------------------------
Health Sciences         American Express Credit           $47,860,000.00
                        Corporation
                        General Electric Company          $47,000,000.00
                        Ford Motor Credit Company         $45,697,000.00
                        Chevron USA, Incorporated         $45,000,000.00
- --------------------------------------------------------------------------------
Leisure                 American General Corporation      $19,990,000.00
                        General Motors Corporation        $ 2,766,875.00
- --------------------------------------------------------------------------------


<PAGE>

- --------------------------------------------------------------------------------
                                                          Value of Securities at
Fund                         Broker or Dealer             October 31, 1999
- --------------------------------------------------------------------------------
Technology              American Express Credit           $45,000,000.00
                        Corporation
                        Chevron USA, Incorporated         $40,000,000.00
                        Ford Motor Credit Corporation     $40,000,000.00
                        State Street Bank and Trust       $20,362,000.00
                        Company
                        General Motors Acceptance         $40,000,000.00
                        Corporation
- --------------------------------------------------------------------------------
Utilities
                        State Street Bank and Trust       $29,041,000.00
                        Company
- --------------------------------------------------------------------------------


At July 31, 1999, Real Estate Opportunity and Telecommunications Funds held
debt  securities  of their  regular  brokers or dealers,  or their  parents,  as
follows:

- --------------------------------------------------------------------------------
                                                          Value of Securities at
Fund                         Broker or Dealer             October 31, 1999
- --------------------------------------------------------------------------------
Real Estate Opportunity State Street Bank and Trust       $   839,000
                        Company
- --------------------------------------------------------------------------------
Telecommunications      American Express Credit           $40,000,000
                        Corporation
- --------------------------------------------------------------------------------
                        Ford Motor Credit Company          40,000,000
- --------------------------------------------------------------------------------
                        State Street Bank and Trust        19,540,000
                        Company
- --------------------------------------------------------------------------------

Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.

CAPITAL STOCK

The Company is authorized to issue up to two billion shares of common stock with


<PAGE>

a par value of $0.01 per share. As of December 31, 1999, the following shares of
each Fund were outstanding:

Energy Fund - Investor Class                   11,918,882
Energy Fund - Class C                                   0
Financial Services Fund - Investor Class       42,190,829
Financial Services Fund - Class C                       0
Gold Fund - Investor Class                     55,704,750
Gold Fund - Class C                                     0
Health Sciences Fund - Investor Class          27,662,845
Health Sciences Fund - Class C                          0
Leisure Fund - Investor Class                  11,701,567
Leisure Fund - Class C                                  0
Real Estate Opportunity Fund - Investor Class   3,818,955
Real Estate Opportunity Fund - Class C                  0
Technology Fund - Institutional Class          28,054,009
Technology Fund - Investor Class               41,792,430
Technology Fund - Class C                               0
Telecommunications Fund - Investor Class       45,958,479
Telecommunications Fund - Class C                       0
Utilities Fund - Investor Class                11,814,569
Utilities Fund - Class C                                0

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.

<PAGE>

Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. The Funds will assist shareholders in
communicating with other shareholders as required by the 1940 Act.

Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.

TAX CONSEQUENCES OF OWNING SHARES OF A FUND

Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company, and intends to continue to qualify during its current fiscal year. It
is the policy of each Fund to distribute all investment company taxable income
and net capital gains. As a result of this policy and the Funds' qualification
as regulated investment companies, it is anticipated that none of the Funds will
pay federal income or excise taxes and that all of the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes. Therefore,
any taxes that a Fund would ordinarily owe are paid by its shareholders on a
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

<PAGE>

Fund. Such distributions are not eligible for the dividends-received-deduction.
After the end of each calendar year, the Funds send information to shareholders
regarding the amount and character of distributions paid during the year.

All dividends and other distributions are taxable income to the shareholder,
whether or not such dividends and distributions are reinvested in additional
shares or paid in cash. If the net asset value of a Fund's shares should be
reduced below a shareholder's cost as a result of a distribution, such
distribution would be taxable to the shareholder although a portion would be a
return of invested capital. The net asset value of shares of a Fund reflects
accrued net investment income and undistributed realized capital and foreign
currency gains; therefore, when a distribution is declared, the net asset value
is reduced by the amount of the distribution. If shares of a Fund are purchased
shortly before a distribution, the full price for the shares will be paid and
some portion of the price may then be returned to the shareholder as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution, which would reduce any gain (or increase any
loss) for tax purposes on any subsequent redemption of shares.

If it invests in foreign securities, a Fund may be subject to the withholding of
foreign taxes on dividends or interest it receives on foreign securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to shareholders for use by them as a foreign tax credit or deduction.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes.

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


<PAGE>

information is intended as a convenience to shareholders, and will not be
reported to the Internal Revenue Service (the "IRS"). The IRS permits the use of
several methods to determine the cost basis of mutual fund shares. The cost
basis information provided by INVESCO will be computed using the single-category
average cost method, although neither INVESCO nor the Funds recommend any
particular method of determining cost basis. Other methods may result in
different tax consequences. If you have reported gains or losses for a Fund in
past years, you must continue to use the method previously used, unless you
apply to the IRS for permission to change methods.

If you sell Fund shares at a loss after holding them for six months or less,
your loss will be treated as long-term (instead of short-term) capital loss to
the extent of any capital gain distributions that you may have received on those
shares.

Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital 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

<PAGE>

suggest future performance.

With respect to Energy, Financial Services, Gold, Health Sciences, Leisure,
Technology and Utilities Funds, average annual total return performance for the
one-, five-, and ten-year (or since inception) periods ended October 31, 1999
was:

                                                                 10 Year or
Name of Fund                               1 Year      5 Year    Since Inception
- ------------                               ------      ------    ---------------
Energy Fund - Investor Class               21.19%      11.46%        5.10%
Financial Services Fund - Investor Class   13.52%      24.02%       21.64%
Gold Fund - Investor Class                 -3.68%     -14.62%       -6.91%
Health Sciences Fund - Investor Class       8.44%      23.81%       19.44%
Leisure Fund - Investor Class              65.13%      23.13%       19.98%
Technology Fund - Institutional Class        N/A         N/A        72.61%(1)
Technology Fund - Investor Class          107.23%      33.00%       27.75%
Utilities Fund - Investor Class            23.22%      18.26%       13.57%

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

With  respect to Real  Estate  Opportunity  and  Telecommunications  Funds,
average  annual total return  performance  for the one- and  five-year and since
inception periods ended July 31, 1999 was:


Name of Fund                               1 Year      5 Year    Since Inception
- ------------                               ------      ------    ---------------

Real Estate Opportunity - Investor Class  -13.29%       N/A         -3.59%(a)
Telecommunications Fund - Investor Class   65.52%       N/A         33.89%(b)

(a) The Fund commenced operations on January 2, 1997.
(b) The Fund commenced operations on August 1, 1994.

Average annual total return performance is not provided for each Fund's Class C
shares since they are not offered until 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 that would equate the initial amount
invested to the ending redeemable value, according to the following formula:

                                 P(1 + T)n = ERV

where:            P = a hypothetical initial payment of $10,000
                  T = average annual total return
                  n = number of years
                  ERV = ending redeemable value of initial payment

<PAGE>

The average annual total return performance figures shown above were determined
by solving the above formula for "T" for each time period indicated.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.

In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company, S&P,
Lipper Inc., Lehman Brothers, National Association of Securities Dealers
Automated Quotations, Frank Russell Company, Value Line Investment Survey, the
American Stock Exchange, Morgan Stanley Capital International, Wilshire
Associates, the Financial Times Stock Exchange, the New York Stock Exchange, the
Nikkei Stock Average and Deutcher Aktienindex, all of which are unmanaged market
indicators. In addition, rankings, ratings, and comparisons of investment
performance and/or assessments of the quality of shareholder service made by
independent sources may be used in advertisements, sales literature or
shareholder reports, including reprints of, or selections from, editorials or
articles about the Fund. These sources utilize information compiled (i)
internally; (ii) by Lipper Inc.; or (iii) by other recognized analytical
services. The Lipper Inc. mutual fund rankings and comparisons which may be used
by the Fund in performance reports will be drawn from the following mutual fund
groupings, in addition to the broad-based Lipper general fund groupings.

                                             Lipper Mutual
                Fund                         Fund Category
                ----                         -------------

                Energy                       Natural Resources
                Financial Services           Financial Services
                Gold                         Gold Oriented
                Health Sciences              Health/Biotechnology
                Leisure                      Specialty/Miscellaneous
                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
<PAGE>

         CNBC
         CNN
         CONSUMER DIGEST
         FINANCIAL TIMES
         FINANCIAL WORLD
         FORBES
         FORTUNE
         IBBOTSON ASSOCIATES, INC.
         INSTITUTIONAL INVESTOR
         INVESTMENT COMPANY DATA, INC.
         INVESTOR'S BUSINESS DAILY
         KIPLINGER'S PERSONAL FINANCE
         LIPPER, INC.'S MUTUAL FUND PERFORMANCE ANALYSIS
         MONEY
         MORNINGSTAR
         MUTUAL FUND FORECASTER
         NO-LOAD ANALYST
         NO-LOAD FUND X
         PERSONAL INVESTOR
         SMART MONEY
         THE NEW YORK TIMES
         THE NO-LOAD FUND INVESTOR
         U.S. NEWS AND WORLD REPORT
         UNITED MUTUAL FUND SELECTOR
         USA TODAY
         THE WALL STREET JOURNAL
         WIESENBERGER INVESTMENT COMPANIES SERVICES
         WORKING WOMAN
         WORTH


Financial Statements

The financial statements for the Energy,  Financial Services,  Gold, Health
Sciences,  Leisure,  Technology  and  Utilities  Funds for the fiscal year ended
October 31,  1999,  are  incorporated  herein by reference  from INVESCO  Sector
Funds,  Inc.'s  Annual  Report to  Shareholders  dated  October  31,  1999.  The
financial  statements  for the Real Estate  Opportunity  and  Telecommunications
Funds for the fiscal  year  ended  July 31,  1999,  are  incorporated  herein by
reference from INVESCO  Specialty  Funds,  Inc.'s Annual Report to  Shareholders
dated July 31, 1999.


<PAGE>

APPENDIX A

BOND RATINGS

The following is a description of Moody's and S&P's bond ratings:

MOODY'S CORPORATE BOND RATINGS

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable investment attributes, and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any longer period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to --- principal or
interest.


<PAGE>

S&P Corporate Bond Ratings

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.










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