[Name and Address]


                       INVESCO MULTI-ASSET ALLOCATION FUND
                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

                  PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                                  MAY 20, 1999

   
      This proxy is being solicited on behalf of the Board of Directors of
INVESCO Combination Stock & Bond Funds, Inc. ("Company") and relates to the
proposals with respect to the Company and to INVESCO Multi-Asset Allocation
Fund, a series of the Company ("Fund"). The undersigned hereby appoints as
proxies Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.
    

      The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and the Fund with discretionary
power to vote upon such other business as may properly come before the Meeting.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

   
TO VOTE BY TOUCH-TONE  PHONE OR THE INTERNET,  PLEASE CALL  1-800-690-6903  TOLL
FREE OR  VISIT  HTTP://WWW.PROXYVOTE.COM.  TO VOTE  BY  FACSIMILE  TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
    


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

   
          [X]            KEEP THIS PORTION FOR YOUR RECORDS
    






                                             DETACH AND RETURN THIS PORTION ONLY
                    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

                       INVESCO MULTI-ASSET ALLOCATION FUND
                 INVESCO COMBINATION STOCK AND BOND FUNDS, INC.

VOTE ON DIRECTORS                     FOR   WITHHOLD   FOR
                                      ALL      ALL     ALL
                                                       EXCEPT

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

VOTE ON PROPOSALS                                      FOR     AGAINST  ABSTAIN

1. Approval of a plan of reorganization and            /__/    /__/     /__/    
   termination under which INVESCO Balanced
   Fund ("Balanced Fund"), another series of
   INVESCO Combination Stock & Bond Funds,
   Inc., would acquire all of the assets of
   Multi-Asset Allocation Fund in exchange
   solely for shares of Balanced Fund and
   the assumption by Balanced Fund of all of
   Multi-Asset Allocation Fund's
   liabilities, followed by the distribution
   of those shares to the shareholders of
   Multi-Asset Allocation Fund, all as
   described in the accompanying
   Prospectus/Proxy Statement;

2. Approval of changes to the fundamental              /__/    /__/     /__/    
   investment policies; 

   
/_/To vote against the proposed changes to
   one or more of the specific fundamental
   investment policies, but to approve
   others, PLACE AN "X" IN THE BOX AT LEFT
   and indicate the letter(s) (as set forth
   in the proxy statement) of the investment
   policy or policies you do not want to
   change on the line on the reverse side.
   IF YOU CHOOSE TO VOTE DIFFERENTLY ON
   INDIVIDUAL RESTRICTIONS, YOU MUST MAIL IN
   YOUR PROXY CARD. IF YOU CHOOSE TO VOTE
   THE SAME ON ALL RESTRICTIONS PERTAINING
   TO YOUR FUND, TELEPHONE AND INTERNET
   VOTING ARE AVAILABLE
    

4. Ratification of the selection of                    /__/    /__/     /__/    
   PricewaterhouseCoopers LLP as the Company's
   Independent Public Accountants;

YOUR VOTE IS IMPORTANT.  IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY  BELOW AND RETURN IT  PROMPTLY  IN THE  ENCLOSED
ENVELOPE.

   
TO VOTE BY TOUCH-TONE  PHONE OR THE INTERNET,  PLEASE CALL  1-800-690-6903  TOLL
FREE OR VISIT  HTTP://WWW.PROXY  VOTE.COM.  TO VOTE BY  FACSIMILE  TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885
    




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


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


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

   
[Back]

To vote against the proposed changes to one
or more of the specific fundamental
investment policies, indicate the letter(s)
(as set forth in the proxy statement) of the
investment policy or policies you do not
want to change on the line at the right. IF
YOU CHOOSE TO VOTE DIFFERENTLY ON INDIVIDUAL
RESTRICTIONS, YOU MUST MAIL IN YOUR PROXY
CARD. IF YOU CHOOSE TO VOTE THE SAME ON ALL
RESTRICTIONS PERTAINING TO YOUR FUND,
TELEPHONE AND INTERNET VOTING ARE AVAILABLE.      2.  __________________________