[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. __________________________