SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INVESCO STOCK FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement no.:________
(3) Filing Party:________________________________________
(4) Date Filed:__________________________________________
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INVESCO STOCK FUNDS, INC.
INVESCO DYNAMICS FUND
INVESCO GROWTH & INCOME FUND
INVESCO ENDEAVOR FUND
March 23, 1999
Dear Shareholder:
The attached proxy materials seek your approval to make certain changes
in the fundamental investment restrictions of each of INVESCO Dynamics Fund,
INVESCO Growth & Income Fund, and INVESCO Endeavor Fund (each a "Fund" and,
collectively, the "Funds"), each a series of INVESCO Stock Funds, Inc. (formerly
INVESCO Equity Funds, Inc., formerly INVESCO Capital Appreciation Funds, Inc.)
("Stock Funds"), to elect directors of Stock Funds, and to ratify the
appointment of PricewaterhouseCoopers LLP as independent accountants of each
Fund.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL
PROPOSALS. The board believes that the proposed changes are in the best
interests of the Funds and their respective shareholders. You are being asked to
approve certain changes to the fundamental investment restrictions of the Funds
that will modernize their fundamental restrictions and make them more uniform
with those of the other INVESCO Funds. The attached proxy materials provide more
information about the proposed changes in fundamental investment restrictions
and the other matters you are being asked to vote upon.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your
shares early will permit Stock Funds to avoid costly follow-up mail and
telephone solicitation. After reviewing the attached materials, please complete,
date, and sign your proxy card and mail it in the enclosed return envelope
promptly. As an alternative to using the paper proxy card to vote, you may vote
by telephone, by facsimile, through the Internet, or in person.
Very truly yours,
Mark H. Williamson
President
INVESCO Stock Funds, Inc.
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INVESCO DYNAMICS FUND
INVESCO GROWTH & INCOME FUND
INVESCO ENDEAVOR FUND
(each a series of INVESCO STOCK FUNDS, INC.)
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
To The Shareholders:
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of INVESCO Dynamics Fund ("Dynamics Fund"), INVESCO Growth & Income
Fund ("Growth & Income Fund"), and INVESCO Endeavor Fund ("Endeavor Fund") (each
a "Fund" and, collectively, the "Funds"), each a series of INVESCO Stock Funds,
Inc. (formerly INVESCO Equity Funds, Inc., formerly INVESCO Capital Appreciation
Funds, Inc.) ("Stock Funds"), will be held on May 20, 1999, at 10:00 a.m.,
Mountain Time, at the offices of INVESCO Funds Group, Inc., 7800 East Union
Avenue, Denver, Colorado, for the following purposes:
(1) For each Fund voting separately, to approve certain changes to
the fundamental investment restrictions of each Fund;
(2) For the Funds voting together, to elect directors of Stock
Funds;
(3) For each Fund voting separately, to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of each
Fund; and
(4) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
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You are entitled to vote at the Meeting and any adjournment thereof if
you owned shares of any Fund at the close of business on March 12, 1999. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors,
Glen A. Payne
Secretary
INVESCO Stock Funds, Inc.
March 23, 1999
Denver, Colorado
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided. IF YOU DATE, SIGN, AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing in your proxy card
promptly. As an alternative to using the paper proxy card to vote, you may vote
by telephone, through the Internet, by facsimile machine, or in person. To vote
by telephone, please call the toll-free number listed on the enclosed proxy
card. Shares that are registered in your name, as well as shares held in "street
name" through a broker, may be voted via the Internet or by telephone. To vote
in this manner, you will need the 12-digit "control" number that appears on your
proxy card. To vote via the Internet, please access http://www.proxyvote.com on
the World Wide Web. In addition, shares that are registered in your name may be
voted by faxing your completed proxy card to 1-516-254-7564. If we do not
receive your completed proxy card after several weeks, you may be contacted by
our proxy solicitor, Shareholder Communications Corporation. Our proxy solicitor
will remind you to vote your shares or will record your vote over the phone if
you choose to vote in that manner. You may also call Shareholder Communications
Corporation directly at 1-800-525-8085 and vote by phone.
Unless proxy cards submitted by corporations and partnerships are signed by the
appropriate persons as indicated in the voting instructions on the proxy card,
they will not be voted.
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INVESCO STOCK FUNDS, INC.
INVESCO DYNAMICS FUND
INVESCO GROWTH & INCOME FUND
INVESCO ENDEAVOR FUND
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
(TOLL FREE) 1-800-646-8372
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
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VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO
Dynamics Fund ("Dynamics Fund"), INVESCO Growth & Income Fund ("Growth & Income
Fund") and INVESCO Endeavor Fund ("Endeavor Fund") (each a "Fund" and,
collectively, the "Funds"), each a series of INVESCO Stock Funds, Inc. (formerly
INVESCO Equity Funds, Inc., formerly INVESCO Capital Appreciation Funds, Inc.)
("Stock Funds"), in connection with the solicitation of proxies from
shareholders of the Funds by the Board of Directors of Stock Funds (the "Board")
for use at a special meeting of shareholders to be held on May 20, 1999 (the
"Meeting"), and at any adjournment of the Meeting. This Proxy Statement will
first be mailed to shareholders on or about March 23, 1999.
For each Fund, one-third of the Fund's shares outstanding on March 12,
1999 (the "Record Date"), represented in person or by proxy, shall constitute a
quorum and must be present for the transaction of business at the Meeting. If a
quorum is not present at the Meeting or a quorum is present but sufficient votes
to approve one or more of the proposals set forth in this Proxy Statement are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented at
the Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST that
proposal against such adjournment. A shareholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to any such adjournment if a
quorum is present with respect to each proposal, sufficient votes have been
received and it is otherwise appropriate.
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Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present or outstanding. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote
in accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you date, sign, and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of each of
the proposals and the duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Meeting. The proxy card may be revoked
by giving another proxy or by letter or telegram revoking the initial proxy. To
be effective, revocation must be received by the Stock Funds prior to the
Meeting and must indicate your name and account number. If you attend the
Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby
canceling any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than
one account in a Fund listed under the same social security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, each Fund had the following shares of common
stock outstanding: _________ (Dynamics Fund); _________ (Growth & Income Fund);
and ________ (Endeavor Fund). The solicitation of proxies, the cost of which
will be borne half by INVESCO Funds Group, Inc. ("INVESCO"), the investment
adviser and transfer agent of the Funds, and half by the Funds, will be made
primarily by mail but also may be made by telephone or oral communications by
representatives of INVESCO and INVESCO Distributors, Inc. ("IDI"), the
distributor of the INVESCO group of investment companies ("INVESCO Funds"), who
will not receive any compensation for these activities from the Funds, or by
Shareholder Communications Corporation, professional proxy solicitors, which
will be paid fees and expenses of up to approximately $102,000 for soliciting
services. If votes are recorded by telephone, Shareholder Communications
Corporation will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that a shareholder's
instructions have been properly recorded. You may also vote by mail, by
facsimile or through a secure Internet site. Proxies voted by telephone,
facsimile or Internet may be revoked at any time before they are voted at the
meeting in the same manner that proxies voted by mail may be revoked.
COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS,
INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO
INVESCO DISTRIBUTORS, INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY
CALLING TOLL-FREE 1-800-646-8372.
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Except as set forth in Appendix A, INVESCO does not know of any person
who owns beneficially 5% or more of the shares of any Fund. Directors and
officers of Stock Funds own in the aggregate less than 1% of the shares of each
Fund.
VOTE REQUIRED. Approval of Proposal 1 with respect to a Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of
that Fund, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). This means that for each Fund, Proposal 1 must be approved by the
lesser of (1) 67% of that Fund's shares present at a meeting of shareholders if
the owners of more than 50% of that Fund's shares then outstanding are present
in person or by proxy or (2) more than 50% of that Fund's outstanding shares. A
plurality of the votes of Stock Funds cast at the meeting is sufficient to
approve Proposal 2. Approval of Proposal 3 with respect to a Fund requires the
affirmative vote of a majority of the votes of that Fund present at the Meeting,
provided a quorum is present with respect to that Fund. Each outstanding full
share of each Fund is entitled to one vote, and each outstanding fractional
share thereof is entitled to a proportionate fractional share of one vote. If
any Proposal is not approved by the requisite vote of shareholders of a Fund or
Stock Funds, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies.
PROPOSAL 1. TO APPROVE AMENDMENTS TO THE FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUNDS
As required by the 1940 Act, each Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in the
Funds' Statement of Additional Information. These fundamental restrictions may
be changed only with shareholder approval. Restrictions that a Fund has not
specifically designated as fundamental are considered to be "non-fundamental"
and may be changed by the Board of Stock Funds without shareholder approval.
Some of the Funds' fundamental restrictions reflect past regulatory,
business or industry conditions, practices or requirements that are no longer in
effect. Also, as other INVESCO Funds have been created over the years, these
funds have adopted substantially similar fundamental restrictions that often
have been phrased in slightly different ways, resulting in minor but unintended
differences in effect or potentially giving rise to unintended differences in
interpretation. Accordingly, the Board of Stock Funds has approved revisions to
the Funds' fundamental restrictions in order to simplify, modernize and make the
Funds' fundamental restrictions more uniform with those of the other INVESCO
Funds.
The Board believes that eliminating the disparities among the INVESCO
Funds' fundamental restrictions will enhance management's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and investment
environments and permit directors to review and monitor investment policies more
easily. In addition, standardizing the fundamental restrictions of the INVESCO
Funds will assist the INVESCO Funds in making required regulatory filings in a
more efficient and cost-effective way. Although the proposed changes in
fundamental restrictions will allow each Fund greater investment flexibility to
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respond to future investment opportunities, the Board does not anticipate that
the changes, individually or in the aggregate, will result at this time in a
material change in the level of investment risk associated with an investment in
each Fund.
The text and a summary description of each proposed change to each
Fund's fundamental restrictions are set forth below, together with the text of
each current corresponding fundamental restriction. The text below also
describes any non-fundamental restrictions that would be adopted by the Board in
conjunction with the revision of certain fundamental restrictions. Any
non-fundamental restriction may be modified or eliminated by the Board at any
future date without further shareholder approval.
If approved by the Funds' shareholders at the Meeting, the proposed
changes in the Funds' fundamental restrictions will be adopted by each Fund. The
Funds' statement of additional information will be revised to reflect those
changes as soon as practicable following the Meeting.
A. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION
Dynamics Fund's current fundamental restriction on issuer
diversification is as follows:
The Fund may not purchase securities if the purchase would cause
the Fund, at the time, to have more than 5% of its total assets
invested in the securities of any one issuer or to own more than
10% of the voting securities of any one issuer (except obligations
issued or guaranteed by the U.S. Government).
Growth & Income Fund's current fundamental restriction on issuer
diversification is as follows:
The Fund will not, with respect to 75% of its total assets,
purchase securities if the purchase would cause the Fund, at the
time, to have more than 5% of the value of its total assets
invested in the securities of any one company or to own more than
10% of the voting securities of any one company (except
obligations issued or guaranteed by the U.S. Government).
Endeavor Fund's current fundamental restriction on issuer
diversification is as follows:
The Fund will not, with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities, or municipal securities, or securities of
other investment companies) if, as a result, (i) more than 5% of
the Fund's total assets would be invested in the securities of
that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer.
The Board recommends that shareholders of each Fund vote to replace
that Fund's current fundamental restriction with the following fundamental
restriction:
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The Fund may not, with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies
or instrumentalities, or securities of other investment companies)
if, as a result, (i) more than 5% of the Fund's total assets would
be invested in the securities of that issuer, or (ii) the Fund
would hold more than 10% of the outstanding voting securities of
that issuer.
The proposed fundamental restriction concerning diversification is the
limitation imposed by the 1940 Act for diversified investment companies. The
amended fundamental restriction would allow Dynamics Fund, and would continue to
allow Growth & Income Fund, with respect to 25% of its total assets, to invest
more than 5% of its assets in the securities of any issuer and to hold more than
10% of the voting securities of an issuer. Growth & Income Fund would continue
to be, and Dynamics Fund would now be, required to invest 75% of their
respective total assets so that no more than 5% of total assets are invested in
any one issuer, and so that each Fund would not own more than 10% of the voting
securities of an issuer. The amended fundamental restriction would also
eliminate the present exclusion for municipal securities from Endeavor Fund's
diversification requirement.
The amended restriction would give Dynamics Fund greater investment
flexibility by permitting it to acquire larger positions in the securities of a
particular issuer, consistent with its investment objective and strategies. This
increased flexibility could provide opportunities to enhance Dynamics Fund's
performance. Investing a larger percentage of Dynamic Fund's assets in a single
issuer's securities, however, increases the Fund's exposure to credit and other
risks associated with that issuer's financial condition and operations,
including the risk of default on debt securities.
The amended proposed modification would conform each Fund's fundamental
restriction on issuer diversification to a restriction that is expected to
become standard for all INVESCO Funds. In addition, the fundamental restriction
would provide the managers of Dynamics Fund and Growth & Income Fund with
greater investment flexibility because it would allow the Funds to invest in the
securities of other investment companies to the extent permitted by the 1940
Act. Endeavor Fund would continue to be able to invest in other investment
companies, to the extent permitted by the 1940 Act. The ability of mutual funds
to invest in other investment companies is currently generally restricted by
rules under the 1940 Act, including by a rule limiting all such investments to
10% of a mutual fund's total assets and investment in any one investment company
to an aggregate of 5% of the value of the investing fund's total assets and 3%
of the total outstanding voting stock of the acquired investment company.
[Dynamics Fund and Growth & Income Fund have no current intention of so
investing.] The revision would, however, give Dynamics Fund and Growth & Income
Fund flexibility to invest in other investment companies in the event legal and
other regulatory requirements change.
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B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION AND
ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON CLASSIFICATION OF DOMESTIC
AND FOREIGN BANKING
Dynamics Fund's current fundamental restriction on industry
concentration is as follows:
The Fund may not invest more than 25% of the value of the Fund's
assets in one particular industry.
Growth & Income Fund's current fundamental restriction on industry
concentration is as follows:
The Fund may not invest more than 25% of the value of the Fund's
total assets in one particular industry.
Endeavor Fund's current fundamental restriction on industry
concentration is as follows:
The Fund will not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities) if, as a result, more than
25% of the Fund's total assets would be invested in the securities
of companies whose principal business activities are in the same
industry.
The Board recommends that shareholders of each Fund vote to replace
that Fund's current fundamental restriction with the following fundamental
restriction:
The Fund may not 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 municipal securities) if, as
a result, more than 25% of the Fund's total assets would be
invested in the securities of companies whose principal business
activities are in the same industry.
The primary purpose of the modification is to eliminate minor
differences in the wording of the INVESCO Funds' current restrictions on
concentration for greater uniformity and to avoid unintended limitations,
without materially altering the restriction. The proposed changes would exclude
from the restriction municipal securities and securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities. It is not expected that
this revision will lead to any changes in the Funds' practices with respect to
investment concentration.
If the proposal is approved, the Board will also adopt a
non-fundamental policy with respect to industry classifications for each Fund
providing that domestic and foreign banking will be considered to be different
industries.
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C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES
(DYNAMICS FUND AND GROWTH & INCOME FUND ONLY)
Each of Dynamics Fund and Growth & Income Fund currently has a
fundamental restriction on underwriting securities providing that the Fund will
not or may not "engage in the underwriting of any securities."
The Board recommends that shareholders of Dynamics Fund and Growth &
Income Fund vote to replace this restriction with the following fundamental
restriction:
The Fund may not underwrite securities of other issuers, except
insofar as it may be deemed to be an underwriter under the
Securities Act of 1933, as amended, in connection with the
disposition of the Fund's portfolio securities.
The purpose of the proposal is to eliminate minor differences in the
wording of Dynamics Fund's and Growth & Income Fund's current fundamental
restriction on underwriting for greater uniformity with the fundamental
restrictions of other INVESCO Funds and to avoid unintended limitations.
D. MODIFICATION OF FUNDAMENTAL RESTRICTION ON BORROWING AND ADOPTION OF
NON-FUNDAMENTAL RESTRICTION ON BORROWING
Dynamics Fund's current fundamental restriction on borrowing is as
follows:
The Fund may not borrow money (in the event the board of directors
should authorize the borrowing of money for the purpose of
exercising permissive leverage) unless immediately thereafter the
Fund's total net assets equal at least 400% of all borrowings,
except that the percentage may be less than 400% if reduced
because of changes in the value of the Fund's investments, but it
is required at all times to comply with the provisions of the
Investment Company Act of 1940 and to maintain asset coverage of
at least 300%. The Fund may borrow only from banks.
Growth & Income Fund's current fundamental restriction on borrowing is
as follows:
The Fund will not borrow money in excess of 5% of the value of its
total assets and then only from banks, and when borrowing, it is a
temporary measure for emergency purposes.
Endeavor Fund's current fundamental restriction on borrowing is as
follows:
The Fund will not borrow money in an amount exceeding 33 1/3% of
its total assets (including the amount borrowed) less liabilities
(other than borrowings).
The Board recommends that shareholders of each Fund vote to replace
their restrictions on borrowing with the following fundamental restriction:
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The Fund may not borrow money, except that the Fund may borrow
money in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than
borrowings).
The primary purpose of the proposal is to eliminate differences between
the INVESCO Funds' current fundamental restrictions on borrowing and those
imposed by the 1940 Act. Growth & Income Fund's fundamental restriction is more
limiting than the restrictions imposed by the 1940 Act in that it limits the
purpose for which the Fund may borrow money to "temporary or emergency
purposes." The proposed revision would eliminate the restrictions on the
purposes for which Growth & Income Fund may borrow money. Dynamics Fund and
Growth & Income Fund's fundamental restrictions are more limiting than is
required by the 1940 Act in limiting borrowings to 25% and 5% of total assets,
respectively. The proposal would increase, from 25% to 33 1/3% for Dynamic Fund,
and, from 5% to 33 1/3% for Growth & Income Fund, the amount that each Fund may
borrow as a percentage of its total assets.
The Board does not currently intend to operate any of the Funds as a
"leveraged" Fund. If the proposal is approved, the Board will adopt the
following non-fundamental policy with respect to borrowing for each Fund:
The Fund may borrow only from a bank or from an open-end
management investment company managed by INVESCO Funds Group, Inc.
or an affiliate or a successor thereof for temporary or emergency
purposes (not for leveraging or investing) or by engaging in
reverse repurchase agreements with any party (reverse repurchase
agreements will be treated as borrowings for purposes of [the
fundamental limitation on borrowing]).
The non-fundamental restriction reflects each Fund's current policy
that borrowing by a Fund may only be done for temporary or emergency purposes.
In addition to borrowing from banks, as permitted by each Fund's current
restriction, the non-fundamental restriction would permit each Fund to borrow
from open-end funds managed by INVESCO or an affiliate or successor thereof. A
Fund would not be able to do so, however, unless it obtains permission for such
borrowings from the Securities and Exchange Commission ("SEC"). The
non-fundamental restriction also clarifies that reverse repurchase agreements
will be treated as borrowings. The Board believes that this approach, making
each Fund's fundamental restriction on borrowing no more limiting than is
required under the 1940 Act, while incorporating more strict limits on borrowing
in a non-fundamental restriction, will maximize the Funds' flexibility for
future contingencies.
E. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PREFERENCE SHARES AND FUNDED
DEBT (DYNAMICS FUND AND GROWTH & INCOME FUND ONLY)
Each of Dynamics Fund and Growth & Income Fund currently has a
fundamental restriction providing that the Fund may not or will not "issue
preference shares or create any funded debt."
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The Board recommends that shareholders of the Funds vote to replace
this restriction with the following fundamental restriction:
The Fund may not issue senior securities, except as permitted
under the Investment Company Act of 1940.
The primary purpose of the proposal is to conform the ability of the
Funds to issue "senior securities" to the limitations set forth in the 1940 Act.
The term "senior securities" is generally defined for this purpose to refer to
fund obligations that have a priority over the fund's shares with respect to the
distribution of fund assets or the payment of dividends. The Board believes that
the adoption of the proposed fundamental restriction, which does not specify the
manner in which senior securities may be issued and is no more limiting than is
required under the 1940 Act, would maximize the Funds' flexibility for future
contingencies and would conform to the fundamental restrictions of the other
INVESCO Funds on the issuance of senior securities.
F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON LOANS (DYNAMICS FUND AND
GROWTH & INCOME FUND ONLY)
Each of Dynamics Fund and Growth & Income Fund currently has a
fundamental restriction on loans providing that the Fund will not or may not:
make loans to any person, except through the purchase of debt
securities in accordance with the Fund's investment policies, or
the lending of portfolio securities to broker-dealers or other
institutional investors, or the entering into repurchase
agreements with member banks of the Federal Reserve System,
registered broker-dealers and registered government securities
dealers. The aggregate value of all portfolio securities loaned
may not exceed 33-1/3% of the Fund's total net assets (taken at
current value). No more than 10% of the Fund's total net assets
may be invested in repurchase agreements maturing in more than
seven days.
The Board recommends that shareholders of the Funds vote to replace
this restriction with the following fundamental restriction:
The Fund may not lend any security or make any loan if, as a
result, more than 33 1/3% of its total assets would be lent to
other parties, but this limitation does not apply to the purchase
of debt securities or to repurchase agreements.
The primary purposes of the proposal are to eliminate the limitations
regarding repurchase agreements, to conform to the 1940 Act requirements
regarding the lending of securities, and to permit limited investment in loans.
The Board believes that the proposed fundamental restriction is no more limiting
than is required under the 1940 Act. In addition, the Board believes the
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proposal will provide greater flexibility, maximize the Funds' lending
capabilities and conform to the fundamental restrictions of other INVESCO Funds
on the lending of Fund securities.
G. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMMODITIES AND
REAL ESTATE (DYNAMICS FUND AND GROWTH & INCOME FUND ONLY)
Dynamics Fund currently has a fundamental restriction on the purchase
of commodities and real estate as follows:
The Fund may not buy or sell real estate (however, the Fund may
purchase securities of companies investing in real estate),
commodities or commodity contracts.
Growth & Income Fund currently has a fundamental restriction on the
purchase of commodities and real estate as follows:
The Fund will not buy or sell commodities, commodity contracts or
real estate (however, the Fund may purchase securities of
companies investing in real estate). This restriction shall not
prevent the Fund from purchasing or selling options on individual
securities, security indexes, and currencies, or financial futures
or options on financial futures, or undertaking forward foreign
currency contracts.
The Board recommends that shareholders of the Funds vote to replace
these restrictions with the following two fundamental restrictions:
The Fund may not purchase or sell physical commodities; however,
this policy shall not prevent the Fund from purchasing and selling
foreign currency, futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this
shall not prevent the Fund from investing in securities or other
instruments backed by real estate or securities of companies
engaged in the real estate business).
The proposed changes to this investment restriction are intended to
conform the restrictions to those of the other INVESCO Funds and to ensure that
Dynamics Fund and Growth & Income Fund will each have maximum flexibility to
enter into hedging or other transactions utilizing financial contracts and
derivative products when doing so is permitted by operating policies established
for the Funds by the Board. Due to the rapid and continuing development of
derivative products and the possibility of changes in the definition of
"commodities," particularly in the context of the jurisdiction of the
Commodities Futures Trading Commission, it is important for each Fund's policy
to be flexible enough to allow it to enter into hedging and other transactions
using these products when doing so is deemed appropriate by INVESCO and is
within the investment parameters established by the Board. To maximize that
flexibility, the Board recommends that each Fund's fundamental restriction on
10
<PAGE>
commodities investments be clear in permitting the use of derivative products,
even if the applicable non-fundamental fundamental restrictions of a Fund
currently would not allow investment in one or more of the permitted
transactions.
In addition to conforming Dynamics Fund and Growth & Income Fund's
fundamental restrictions to those of the other INVESCO Funds, the proposed
amendment also more completely describes the types of real estate-related
securities investments that are permissible for the Funds and permits the Funds
to purchase or sell real estate acquired as a result of ownership of securities
or other instruments (e.g., through foreclosure on a mortgage in which a fund
directly or indirectly holds an interest). The Board believes that this
clarification will make it easier for decisions to be made concerning the Funds'
investments in real estate-related securities without materially altering the
general restriction on direct investments in real estate or interests in real
estate.
H. MODIFICATION OF FUNDAMENTAL POLICY ON INVESTING IN ANOTHER INVESTMENT
COMPANY AND ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON INVESTING IN
ANOTHER INVESTMENT COMPANY (DYNAMICS FUND AND GROWTH & INCOME FUND
ONLY)
Each of Dynamics Fund and Growth & Income Funds currently has a
fundamental restriction providing that the Fund may not or will not:
invest in securities of any other investment company except for a
purchase or acquisition in accordance with a plan of
reorganization, merger or consolidation.
The Board recommends that shareholders of each Fund vote to replace
this fundamental restriction with the following fundamental restriction:
The Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities
of a single open-end management investment company managed by
INVESCO Funds Group, Inc. or an affiliate or a successor thereof,
with substantially the same fundamental investment objective,
policies and limitations as the Fund.
The proposed revision to Dynamics Fund and Growth & Income Fund's
current fundamental restrictions will ensure that the INVESCO Funds have uniform
policies permitting each Fund to adopt a "master/feeder" structure whereby one
or more Funds invest all of their assets in another Fund. The master/feeder
structure has the potential, under certain circumstances, to minimize
administration costs and maximize the possibility of gaining a broader investor
base. Currently, none of the INVESCO Funds intend to establish a master/feeder
structure; however, the Board recommends that Dynamics Fund and Growth & Income
Fund shareholders adopt a policy that would permit this structure in the event
that the Board determines to recommend the adoption of a master/feeder structure
by the Fund. The proposed revision would require that any fund in which a Fund
may invest under a master/feeder structure be advised by INVESCO or an
affiliate.
11
<PAGE>
If the proposal is approved, the Board will adopt a non-fundamental
policy for the Dynamics Fund and Growth & Income Fund as follows:
The Fund may invest in securities issued by other investment
companies to the extent that such investments are consistent with
the Fund's investment objective and policies and permissible under
the 1940 Act.
The primary purpose of this non-fundamental restriction is to conform
to the other INVESCO Funds and to the 1940 Act requirements for investing in
other investment companies. Currently, Dynamics Fund and Growth & Income Fund's
fundamental restrictions are much more limiting than the restriction imposed by
the 1940 Act. Adoption of this non-fundamental restriction will enable the Funds
to purchase the securities of other investment companies to the extent permitted
under the 1940 Act or pursuant to an exemption granted by the SEC.
I. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES AND MARGIN
PURCHASES AND ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON SHORT SALES
AND MARGIN PURCHASES (DYNAMICS FUND AND GROWTH & INCOME FUND ONLY)
Dynamics Fund's current fundamental restriction on selling short and
buying on margin is as follows:
The Fund may not sell short or buy on margin.
Growth & Income Fund's current fundamental restriction on selling short
and buying on margin is as follows:
The Fund will not sell short or buy on margin, except for the
Fund's purchase or sale of options or futures, or writing,
purchasing or selling puts or calls options.
The Board recommends that shareholders of each of the Funds vote to
eliminate this fundamental restriction. If the proposal is approved by
shareholders, the Board will adopt the following non-fundamental restriction:
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 restriction does not prevent the Fund from entering
into short positions in foreign currency, futures contracts,
options, forward contracts, swaps, caps, floors, collars and other
financial instruments, (ii) the Fund may obtain such short-term
credits as are necessary for the clearance of transactions, and
(iii) the Fund may make margin payments in connection with futures
contracts, options, forward contracts, swaps, caps, floors,
collars and other financial instruments.
The proposed changes clarify the wording of the restriction and expand
the restriction, which generally prohibits Dynamics Fund and Growth & Income
Fund from selling securities short or buying securities on margin. Margin
purchases involve the purchase of securities with money borrowed from a broker.
"Margin" is the cash or eligible
12
<PAGE>
securities that the borrower places with a broker as collateral against the
loan. In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. The
proposed non-fundamental restriction permits "short sales against the box," when
an investor sells securities short while owning the same securities in the same
amount or having the right to obtain equivalent securities. It also permits a
Fund to borrow on a short-term basis and to enter into short positions and make
margin payments with respect to a variety of financial instruments. The Funds'
current restriction prohibits each Fund from purchasing securities on margin or
selling short but does not clearly provide for an exception for transactions
requiring margin payments and short positions such as the sale and purchase of
futures contracts and options on futures contracts.
The Board believes that elimination of the fundamental restriction and
the adoption of the non-fundamental restrictions will provide the Funds with
greater investment flexibility.
J. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMPANIES FOR
THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT (DYNAMICS FUND AND
GROWTH & INCOME FUND ONLY)
Each of Dynamics Fund and Growth & Income Fund currently has a
fundamental restriction providing that the fund may not or will not "invest in
any company for the purpose of exercising control or management."
The Board recommends that shareholders of Dynamics Fund and Growth &
Income Fund vote to eliminate this restriction. There is no legal requirement
that a fund have an affirmative policy on investment for the purpose of
exercising control or management if it does not intend to make investments for
that purpose. The Funds have no intention of investing in any company for the
purpose of exercising control or management. By eliminating this restriction,
the Board may, however, be able to authorize such a strategy in the future if it
concludes that doing so would be in the best interest of the Funds and their
shareholders.
K. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN SECURITIES THAT
ARE ILLIQUID OR NOT READILY MARKETABLE AND ADOPTION OF NON-FUNDAMENTAL
RESTRICTION ON INVESTING IN ILLIQUID SECURITIES (DYNAMICS FUND AND
GROWTH & INCOME FUND ONLY)
Dynamics Fund's current fundamental restriction concerning illiquid
securities is as follows:
The Fund may not purchase the securities of any company if as a
result of such purchase more than 10% of total assets would be
invested in securities that are illiquid because of the legal or
contractual restrictions on resale to which they are subject
("restricted securities"), or because there are no readily
available market quotations for such securities, or enter into a
repurchase agreement maturing in more than seven days, if as a
result, such repurchase agreements, together with illiquid
securities, would constitute more than 10% of total assets.
13
<PAGE>
Growth & Income Fund's current fundamental restriction concerning
securities that are not readily marketable is as follows:
The Fund will not buy other than readily marketable securities.
The Board recommends that shareholders of the Funds vote to eliminate
these fundamental restrictions. If the proposal is approved, the Board will
adopt a non-fundamental restriction as follows:
The Fund does not currently intend to purchase any security if, as
a result, more than 15% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject
to legal or contractual restrictions on resale or because they
cannot be sold or disposed of in the ordinary course of business
at approximately the prices at which they are valued.
The primary purposes of the proposal are to conform to the federal
securities law requirements regarding investment in illiquid securities and to
conform the fundamental restrictions of Dynamics Fund and Growth & Income Fund
to those of the other INVESCO Funds. Currently, each Fund's fundamental
restrictions limit investment in securities that are not "readily marketable,"
including illiquid securities. The proposed non-fundamental restriction would
clarify that the Funds may invest in illiquid securities and it would restrict
investment in such securities to 15% of that Fund's net assets, as permitted
under the 1940 Act. The proposal also eliminates the specific limitation
regarding entering into repurchase agreements maturing in more than seven days
because such agreements are routinely treated as illiquid securities by the SEC.
The Board believes that the proposed elimination of the fundamental restrictions
and subsequent adoption of the non-fundamental restriction will make the
restriction more accurately reflect market conditions and will maximize the
Funds' flexibility for future contingencies. The Board may delegate to INVESCO,
the Funds' investment adviser, the authority to determine whether a security is
liquid for the purposes of this non-fundamental restriction.
L. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASE OF SECURITIES OF
ISSUERS OWNED BY DIRECTORS AND OFFICERS OF THE FUNDS OR THEIR
INVESTMENT ADVISER (DYNAMICS FUND AND GROWTH & INCOME FUND ONLY)
Each of Dynamics Fund and Growth & Income Fund currently has a
fundamental restriction providing that the Fund may not or will not:
purchase securities of any company in which any officer or
director of the Fund or its investment adviser owns more than 1/2
of 1% of the outstanding securities, or in which all of the
officers or directors of the Fund and its investment adviser, as a
group, own more than 5% of such securities.
The Board recommends that shareholders of the Funds vote to eliminate
this restriction.
Funds are not legally required to have a fundamental restriction
limiting or prohibiting the purchase of securities of companies that are also
owned by affiliated parties of the fund. This restriction was derived from state
14
<PAGE>
laws that are no longer applicable. The concerns that this restriction was
designed to address are sufficiently safeguarded against by provisions of the
1940 Act applicable to the Funds, as well as by each Fund's other fundamental
restrictions. Specifically, to the extent that this restriction seeks to limit
possible conflicts of interest arising out of transactions with affiliated
parties, the restriction is unnecessary and unduly burdensome since the Funds
are subject to the extensive affiliated transaction provisions of the 1940 Act.
Because this fundamental restriction does not provide any additional protections
to shareholders and may hinder the Board in pursuing investment strategies that
may be advantageous to the Funds, the Board recommends that this fundamental
restriction be eliminated.
REQUIRED VOTE. Approval of Proposal 1 with respect to a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, which for this purpose means the affirmative vote of the lesser of (1) 67%
or more of the shares of that Fund present at the Meeting or represented by
proxy if more than 50% of the outstanding shares of that Fund are so present or
represented, or (2) more than 50% of the outstanding shares of that Fund.
Shareholders who vote "for" Proposal 1 will vote "for" each proposed change
described above that is applicable to their Fund. Those shareholders who wish to
vote against any of the specific proposed changes described above may do so on
the proxy provided. Only those specific proposed changes approved by the
required vote will become effective.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
-------------------------
PROPOSAL 2. TO ELECT THE DIRECTORS OF STOCK FUNDS
The Board has nominated the individuals identified below for election
to the Board at the Meeting. Stock Funds currently has ten directors. Vacancies
on the Board are generally filled by appointment by the remaining directors.
However, the 1940 Act provides that vacancies may not be filled by directors
unless thereafter at least two-thirds of the directors shall have been elected
by shareholders. To ensure continued compliance with this rule without incurring
the expense of calling additional shareholder meetings, shareholders are being
asked at this Meeting to elect the current ten directors to hold office until
the next meeting of shareholders. Consistent with the provisions of Stock Funds'
by-laws, and as permitted by Maryland law, Stock Funds does not anticipate
holding annual shareholder meetings. Thus, the directors will be elected for
indefinite terms, subject to termination or resignation. Each nominee has
indicated a willingness to serve if elected. If any of the nominees should not
be available for election, the persons named as proxies (or their substitutes)
may vote for other persons in their discretion. Management has no reason to
believe that any nominee will be unavailable for election.
All of the Independent Directors (i.e., directors who are not
"interested persons" of Stock Funds, as such term is defined in the 1940 Act)
15
<PAGE>
now being proposed for election were nominated and selected by Independent
Directors. Eight of the ten current directors are Independent Directors.
The persons named as attorneys-in-fact in the enclosed proxy have
advised Stock Funds that unless a proxy instructs them to withhold authority to
vote for all listed nominees or for any individual nominee, they will vote all
validly executed proxies for the election of the nominees named below.
The nominees for director, their ages, a description of their principal
occupations, the number of Stock Funds shares owned by each, and their
respective memberships on Board committees are listed in the table below.
16
<PAGE>
<TABLE>
<CAPTION>
Number of Stock
Director or Funds' Shares
Executive Beneficially Owned
Principal Occupation and Officer of Directly or
Name, Position with and Business Experience Stock Funds Indirectly on Member of
Stock Funds, and Age (during the past five years Since Dec. 31, 1998 (1) Committee
- -------------------- --------------------------- ----- ------------- ---------
<S> <C> <C> <C> <C>
CHARLES W. BRADY, Chief Executive Officer and 1993 0 (3), (5), (6)
Chairman of the Board, Director of AMVESCAP PLC,
Age 63* London, England, and of
various subsidiaries
thereof. Chairman of the
Board of INVESCO Global
Health Sciences Fund.
FRED A. DEERING, Vice Trustee of INVESCO Global 1993 68.5540 (2), (3), (5)
Chairman of the Board, Health Sciences Fund.
Age 71 Formerly, Chairman of the
Executive Committee and
Chairman of the Board of
Security Life of Denver
Insurance Company, Denver,
Colorado; Director of ING
American Holdings Company
and First ING Life
Insurance Company of New
York.
MARK H. WILLIAMSON, President, Chief Executive 1998 0 (3), (5)
President, Chief Officer, and Director,
Executive Officer, and INVESCO Distributors Inc.;
Director, Age 47* President, Chief Executive
Officer, and Director,
INVESCO; President, Chief
Operating Officer, and
Trustee, INVESCO Global
Health Sciences Fund.
Formerly, Chairman of the
Board and Chief Executive
Officer, NationsBanc
Advisors, Inc. (1995-1997);
Chairman of the Board,
NationsBanc Investments,
Inc. (1997-1998).
DR. VICTOR L. ANDREWS, Professor Emeritus, 1993 68.5540 (4), (6), (8)
Director, Age 68 Chairman Emeritus and
Chairman of the CFO
Roundtable of the
Department of Finance at
Georgia State University,
Atlanta, Georgia and
President, Andrews
Financial Associates, Inc.
(consulting firm).
Formerly, member of the
faculties of the Harvard
Business School and the
Sloan School of Management
of MIT. Dr. Andrews is also
a director of the Sheffield
Funds, Inc.
BOB R. BAKER, President and Chief 1993 68.5540 (3), (4), (5)
Director, Age 62 Executivev Officer of AMC
Cancer Research Center,
Denver, Colorado, since
January 1989; until
December 1988, Vice
Chairman of the Board,
First Columbia Financial
Corporation, Englewood,
Colorado. Formerly,
Chairman of the Board and
Chief Executive Officer of
First Columbia Financial
Corporation.
17
<PAGE>
Number of Stock
Director or Funds' Shares
Executive Beneficially Owned
Principal Occupation and Officer of Directly or
Name, Position with and Business Experience Stock Funds Indirectly on Member of
Stock Funds, and Age (during the past five years Since Dec. 31, 1998 (1) Committee
- -------------------- --------------------------- ----- ------------- ---------
LAWRENCE H. BUDNER, Trust Consultant. Prior to 1993 696.6170 (2), (6) , (7)
Director, June 1987, Senior Vice
Age 68 President and Senior Trust
Officer, InterFirst Bank,
Dallas, Texas.
DR. WENDY LEE GRAMM, Self-employed (since 1993). 1997 68.5540 (4), (8)
Director Nominee, Age Professor of Economics and
54 Public Administration,
University of Texas at
Arlington. Formerly,
Chairman, Commodities
Futures Trading Commission
(1988-1993); Administrator
for Information and
Regulatory Affairs, Office
of Management and Budget
(1985-1988); Executive
Director, Presidential Task
Force on Regulatory Relief;
Director, Federal Trade
Commission Bureau of
Economics. Director of the
Chicago Mercantile
Exchange, Enron
Corporation, IBP, Inc.,
State Farm Insurance
Company, Independent
Women's Forum,
International Republic
Institute, and the
Republican Women's Federal
Forum.
KENNETH T. KING, Presently retired. 1993 68.5540 (2), (3),
Director, Age 73 Formerly, Chairman of the (5), (6), (7)
Board of the Capitol Life
Insurance Company,
Providence Washington
Insurance Company, and
Director of numerous U.S.
subsidiaries thereof.
Formerly, Chairman of the
Board of the Providence
Capitol Companies in the
United Kingdom and
Guernsey. Until 1987,
Chairman of the Board,
Symbion Corporation.
JOHN W. MCINTYRE, Presently retired. 1995 68.5540 (2), (3),
Director, Age 68 Formerly, Vice Chairman of (5), (7)
the Board of The Citizens
and Southern Corporation;
Chairman of the Board and
Chief Executive Officer of
The Citizens and Southern
Georgia Corporation;
Chairman of the Board and
Chief Executive Officer of
The Citizens and Southern
National Bank. Trustee of
INVESCO Global Health
Sciences Fund, Gables
Residential Trust,
Employee's Retirement
System of Georgia, Emory
University, and the J.M.
Tull Charitable Foundation;
director of Kaiser
Foundation Health Plans of
Georgia, Inc.
18
<PAGE>
Number of Stock
Director or Funds' Shares
Executive Beneficially Owned
Principal Occupation and Officer of Directly or
Name, Position with and Business Experience Stock Funds Indirectly on Member of
Stock Funds, and Age (during the past five years Since Dec. 31, 1998 (1) Committee
- -------------------- --------------------------- ----- ------------- ---------
DR. LARRY SOLL, Presently retired. 1997 68.5540 (4), (8)
Director, Age 56 Formerly, Chairman of the
Board (1987-1994), Chief
Executive Officer
(1982-1989 and 1993-1994)
and President (1982-1989)
of Synergen Inc., Director
of Synergen Inc. since
incorporation in 1982.
Director of Isis
Pharmaceuticals, Inc.
Trustee of INVESCO Global
Health Sciences Fund.
</TABLE>
*Because of his affiliation with INVESCO, with a Fund's investment adviser, or
with companies affiliated with INVESCO, this individual is deemed to be an
"interested person" of Stock Funds, as that term is defined in the 1940 Act.
(1) = As interpreted by the SEC, a security is beneficially owned by a person if
that person has or shares voting power or investment power with respect to that
security. The persons listed have partial or complete voting and investment
power with respect to their respective Fund shares.
(2) = Member of the Audit Committee
(3) = Member of the Executive Committee
(4) = Member of the Management Liaison Committee
(5) = Member of the Valuation Committee
(6) = Member of the Compensation Committee
(7) = Member of the Soft Dollar Brokerage Committee
(8) = Member of the Derivatives Committee
The Board has audit, management liaison, soft dollar brokerage and
derivatives committees consisting of Independent Directors, and compensation,
executive and valuation committees consisting of Independent Directors and
non-independent directors. The Board does not have a nominating committee. The
audit committee, consisting of four Independent Directors, meets quarterly with
Stock Funds' independent accountants and executive officers of Stock Funds. This
committee reviews the accounting principles being applied by Stock Funds in
financial reporting, the scope and adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters. All
of the recommendations of the audit committee are reported to the full Board.
During the intervals between the meetings of the Board, the executive committee
may exercise all powers and authority of the Board in the management of Stock
Funds' business, except for certain powers which, under applicable law and/or
Stock Funds' by-laws, may only be exercised by the full Board. All decisions by
the executive committee are subsequently submitted for ratification by the
Board. The management liaison committee meets quarterly with various management
personnel of INVESCO in order to facilitate better understanding of management
and operations of Stock Funds, and to review legal and operational matters that
have been assigned to the committee by the Board, in furtherance of the Board's
overall duty of supervision. The soft dollar brokerage committee meets
periodically to review soft dollar transactions by the Funds, and to review
policies and procedures of the Funds' adviser with respect to soft dollar
brokerage transactions. The committee then reports on these matters to the
Board. The derivatives committee meets periodically to review derivatives
investments made by the Funds. The committee monitors derivatives usage by the
Funds and the procedures utilized by the Funds' adviser to ensure that the use
19
<PAGE>
of such instruments follows the policies on such instruments adopted by the
Board. The committee then reports on these matters to the Board.
During the past fiscal year, the Board met five times, the audit
committee met four times, the compensation committee met twice, the management
liaison committee met four times, the soft dollar brokerage committee met three
times, and the derivatives committee met four times. The executive committee did
not meet. During Stock Funds' last fiscal year, each Director nominee attended
75% or more of the Board meetings and meetings of the committees of the Board on
which he or she served.
The Independent Directors nominate individuals to serve as Independent
Directors, without any specific nominating committee. The Board ordinarily will
not consider unsolicited director nominations recommended by the Funds'
shareholders. The Board, including its Independent Directors, unanimously
approved the nomination of the foregoing persons to serve as directors and
directed that the election of these nominees be submitted to Stock Funds'
shareholders.
The following table sets forth information relating to the compensation
paid to directors during the last fiscal year:
20
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY STOCK FUNDS TO DIRECTORS
Pension or Retirement Total Compensation
Aggregate Benefits Accrued as Estimated Annual from Stock Funds and
Name of Person, Compensation Part of Stock Funds Benefits Upon INVESCO Funds Paid to
Position from Stock Funds(1) Expenses(2) Retirement(3) Directors(1)
--------------- ----------------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
FRED A. DEERING, Vice $3,488 $2,675 $1,717 $103,700
Chairman of the Board
and Director
DR. VICTOR L. ANDREWS, $3,487 $2,528 $1,987 $80,350
Director
BOB R. BAKER, Director $3,644 $2,257 $2,663 $84,000
LAWRENCE H. BUDNER, $3,385 $2,528 $1,987 $79,350
Director
DANIEL D. CHABRIS4, $3,369 $2,733 $1,483 $70,000
Director
DR. WENDY L. GRAMM, $2,297 $0 $0 $77,050
Director
KENNETH T. KING, $3,143 $2,778 $1,557 $79,000
Director
JOHN W. MCINTYRE, $3,183 $0 $0 $98,500
Director
DR. LARRY SOLL, $2,978 $0 $0 $96,000
Director
----------------- -------------------- ------------------- ---------------------
TOTAL $28,974 $15,499 $11,394 $767,950
AS A PERCENTAGE 0.0022%(5) 0.0012%(5) 0.0035%(6)
OF NET ASSETS
</TABLE>
- ---------------
(1) The Vice Chairman of the Board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and
Independent Director members of the committees of Stock Funds receive
compensation for serving in such capacities in addition to the compensation
paid to all Independent Directors.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the directors.
(3) These figures represent the Funds' share of the estimated annual benefits
payable by the INVESCO Complex (excluding INVESCO Global Health Sciences
Fund, which does not participate in this retirement plan) upon the
directors' retirement, calculated using the current method of allocating
director compensation among the INVESCO Funds. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the
directors will be adjusted periodically for inflation, for increases in the
number of funds in the INVESCO Complex, and for other reasons during the
period in which retirement benefits are accrued on behalf of the respective
directors. This results in lower estimated benefits for directors who are
closer to retirement and higher estimated benefits for directors who are
farther from retirement. With the exception of Mr. McIntyre and Drs. Soll
and Gramm, each of these directors has served as director of one or more of
the INVESCO Funds for the minimum five-year period required to be eligible
to participate in the Defined Benefit Deferred Compensation Plan.
(4) Mr. Chabris retired as a director effective September 30, 1998.
(5) Total as a percentage of the Funds' net assets as of December 31, 1998.
(6) Total as a percentage of the INVESCO Complex's net assets as of December 31,
1998.
21
<PAGE>
Stock Funds pays its Independent Directors, Board vice chairman,
committee chairmen and committee members the fees described above. Stock Funds
also reimburses its Independent Directors for travel expenses incurred in
attending meetings. Charles W. Brady, Chairman of the Board, and Mark H.
Williamson, President, Chief Executive Officer, and Director, as "interested
persons" of Stock Funds and of other INVESCO Funds, receive compensation and are
reimbursed for travel expenses incurred in attending meetings as officers or
employees of INVESCO or its affiliated companies, but do not receive any
director's fees or other compensation from Stock Funds or other INVESCO Funds
for their services as directors.
The overall direction and supervision of Stock Funds is the
responsibility of the Board, which has the primary duty of ensuring that Stock
Fund's general investment policies and programs are adhered to and that Stock
Fund is properly administered. The officers of Stock Funds, all of whom are
officers and employees of and paid by INVESCO, are responsible for the
day-to-day administration of Stock Funds. The investment adviser for Stock Funds
has the primary responsibility for making investment decisions on behalf of
Stock Funds. These investment decisions are reviewed by the investment committee
of INVESCO.
All of the officers and directors of Stock Funds hold comparable
positions with the following INVESCO Funds: INVESCO Bonds Funds, Inc. (formerly,
INVESCO Income Funds, Inc.), INVESCO Combination Stock & Bond Funds, Inc.
(formerly, INVESCO Flexible Funds, Inc. and INVESCO Multiple Asset Funds, Inc.),
INVESCO Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc.,
INVESCO Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.), INVESCO
Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money
Market Funds, Inc., INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
Portfolios, Inc.), INVESCO Specialty Funds, Inc., INVESCO Tax-Free Income Funds,
Inc., INVESCO Variable Investment Funds, Inc., INVESCO Value Trust, and INVESCO
Treasurer's Series Trust.
The Boards of the Funds managed by INVESCO have adopted a Defined
Benefit Deferred Compensation Plan (the "Plan") for the non-interested directors
and trustees of the Funds. Under the Plan, each director or trustee who is not
an interested person of the Funds (as defined in Section 2(a)(19) of the 1940
Act) and who has served for at least five years (a "Qualified Director") is
entitled to receive, upon termination of service as director (normally at
retirement age 72 or the retirement age of 73 or 74, if the retirement date is
extended by the Boards for one or two years, but less than three years)
continuation of payment for one year (the "First Year Retirement Benefit") of
the annual basic retainer and annualized board meeting fees payable by the Funds
to the Qualified Director at the time of his or her retirement (the "Basic
Benefit"). Commencing with any such director's second year of retirement, and
commencing with the first year of retirement of any director whose retirement
has been extended by the Board for three years, a Qualified Director shall
receive quarterly payments at an annual rate equal to 50% of the Basic Benefit.
These payments will continue for the remainder of the Qualified Director's life
or ten years, whichever is longer (the "Reduced Benefit Payments"). If a
Qualified Director dies or becomes disabled after age 72 and before age 74 while
still a director of the Funds, the First Year Retirement Benefit and Reduced
Benefit Payments will be made to him or her or to his or her beneficiary or
estate. If a Qualified Director becomes disabled or dies either prior to age 72
or during his or her 74th year while still a director of the Funds, the director
22
<PAGE>
will not be entitled to receive the First Year Retirement Benefit; however, the
Reduced Benefit Payments will be made to his or her beneficiary or estate. The
Plan is administered by a committee of three directors who are also participants
in the Plan and one director who is not a Plan participant. The cost of the Plan
will be allocated among the INVESCO Funds in a manner determined to be fair and
equitable by the committee. The Funds began making payments to Mr. Chabris as of
October 1, 1998 under the Plan. Stock Funds has no stock options or other
pension or retirement plans for management or other personnel and pays no salary
or compensation to any of its officers.
The Independent Directors have contributed to a deferred compensation
plan, pursuant to which they have deferred receipt of a portion of the
compensation which they would otherwise have been paid as directors of certain
of the INVESCO Funds. The deferred amounts have been invested in shares of
certain INVESCO Funds. Each Independent Director is, therefore, an indirect
owner of shares of each such INVESCO Fund, in addition to any Fund shares that
may be owned directly.
REQUIRED VOTE. Election of each nominee as a director of Stock Funds
requires the vote of a plurality of the votes of Stock Funds cast at the Meeting
in person or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH OF THE NOMINEES IN PROPOSAL 2.
-------------------------
PROPOSAL 3. RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of Stock Funds, including all of its Independent Directors,
has selected PricewaterhouseCoopers LLP to continue to serve as independent
accountants of each Fund, subject to ratification by each Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material indirect
financial interest in any of the Funds. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have been
given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the directors reviewed the nature and
scope of the services to be provided (including non-audit services) and whether
the performance of such services would affect the accountants' independence.
REQUIRED VOTE. Ratification of the selection of PricewaterhouseCoopers
LLP as independent accountants with respect to a Fund requires the vote of a
majority of the votes of that Fund present at the Meeting, provided a quorum is
present.
23
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
-------------------------
INFORMATION CONCERNING ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as each Fund's investment
adviser, and provides other services to each Fund and to Stock Funds. INVESCO
Distributors, Inc. ("IDI"), a Delaware corporation that serves as each Fund's
distributor, is a wholly owned subsidiary of INVESCO. INVESCO is a wholly owned
subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315 Peachtree
Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly owned
subsidiary of AMVESCAP PLC.(7)
The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England. INVESCO's and IDI's offices are located at
7800 East Union Avenue, Denver, Colorado 80237. INVESCO currently serves as
investment adviser of 14 open-end investment companies having approximate
aggregate net assets in excess of $21.1 billion, as of December 31, 1998.
The principal executive officers and directors of INVESCO and their
principal occupations are:
Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director, also, President and Chief Executive Officer of IDI;
Charles P. Mayer, Senior Vice President and Director, also, Senior Vice
President and Director of IDI; Ronald L. Grooms, Senior Vice-President and
Treasurer, also, Senior Vice-President and Treasurer of IDI; and Glen A. Payne,
Senior Vice-President, Secretary and General Counsel, also Senior
Vice-President, Secretary and General Counsel of IDI.
The address of each of the foregoing officers and directors is 7800
East Union Avenue, Denver, Colorado 80237.
Pursuant to an Administrative Services Agreement between Stock Funds
and INVESCO, INVESCO provides administrative services to Stock Funds, including
sub-accounting and recordkeeping services and functions. During the fiscal year
ended April 30, 1998, Stock Funds paid INVESCO, which also serves as Stock
Funds' registrar, transfer agent and dividend disbursing agent, total
compensation of $2,327,242 for such services.
- ---------------
(7) The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., INVESCO Group Services, Inc. and INVESCO North American Group,
Ltd., each of which is wholly owned by its immediate parent.
24
<PAGE>
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
If, however, any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the contrary
will be voted on such matters in accordance with the judgment of the persons
designated in the proxies.
SHAREHOLDER PROPOSALS
Stock Funds does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of proxy
for a subsequent shareholders' meeting should send their written proposals to
the Secretary of Stock Funds, 7800 East Union Avenue, Denver, Colorado 80237.
Stock Funds has not received any shareholder proposals to be presented at this
meeting.
By Order of the Board of Directors,
Glen A. Payne
Secretary
INVESCO Stock Funds, Inc.
March 23, 1999
25
<PAGE>
APPENDIX A
----------
PRINCIPAL SHAREHOLDERS
----------------------
The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
more than 5% of a Fund's outstanding equity securities.
BENEFICIAL OWNERS OF 5% OR MORE OF DYNAMICS FUND:
-------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Charles Schwab & Co. Inc. [12,019,655.6400] [13.92%]
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
BENEFICIAL OWNERS OF 5% OR MORE OF GROWTH & INCOME FUND:
--------------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
National Financial Services Corp. [177,547.0710] [12.88%]
The Exclusive Benefit of Customers
Attn: Kate- Recon
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-1003
Charles Schwab & Co. Inc. [109,400.2860] [7.94%]
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
BENEFICIAL OWNERS OF 5% OR MORE OF ENDEAVOR FUND:
-------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
[none] [___________] [__.__%]
<PAGE>
[Name and Address]
INVESCO DYNAMICS FUND
(a series of INVESCO STOCK 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 Stock Funds, Inc. ("Stock Funds") and relates to the proposals with
respect to Stock Funds and to INVESCO Dynamics Fund ("Dynamics Fund"), a series
of Stock Funds. The undersigned hereby appoints as proxies [ ] and [ ], and each
of them (with power of substitution), to vote all shares of common stock of the
undersigned in Dynamics 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 Stock
Funds, 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 Stock Funds and to Dynamics 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 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX]
KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
<TABLE>
<CAPTION>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO DYNAMICS FUND
(a series of INVESCO STOCK FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
<S> <C> <C> <C> <C> <C>
2. Election of Stock Funds' Board of / / / / / / To withhold authority
Directors: (1) Charles W. Brady; (2) to vote for any
Fred A. Deering; (3) Mark H. individual nominee(s),
Williamson; (4) Dr. Victor L. Andrews; mark "For All Except"
(5) Bob R. Baker; (6) Lawrence H. and write the nominee's
Budner; (7) Dr. Wendy Lee Gramm; number on the line below.
(8) Kenneth T. King; (9) John W. -------------------------
McIntyre; and (10) Dr. Larry Soll.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment / / / / / /
restrictions;
/ / To vote against the proposed changes to one or more of the
specific fundamental investment restrictions, but to
approve others, PLACE AN "X" IN THE BOX AT left and
indicate the number(s) (as set forth in the proxy
statement) of the investment restriction or restrictions
you do not want to change on the line below.
----------------------------------------------------------
3. Ratification of the selection of PricewaterhouseCoopers / / / / / /
LLP as Dynamics Fund'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 1-800-525-8085 TOLL FREE OR VISIT
HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR COMPLETED PROXY CARD TO
1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of joint owners, each
should sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shareholder
is a corporation or partnership, please sign in full corporate or partnership name by authorized
person
- ---------------------------------------------------------- ----------------------------------------
Signature Date
- ---------------------------------------------------------- ----------------------------------------
Signature (Joint Owners) Date
</TABLE>
<PAGE>
[Name and Address]
INVESCO GROWTH & INCOME FUND
(a series of INVESCO STOCK 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 Stock Funds, Inc. ("Stock Funds") and relates to the proposals with
respect to Stock Funds and to INVESCO Growth & Income Fund ("Growth & Income
Fund"), a series of Stock Funds. The undersigned hereby appoints as proxies [ ]
and [ ], and each of them (with power of substitution), to vote all shares of
common stock of the undersigned in Growth & Income 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 Stock Funds, 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 Stock Funds and to Growth & Income 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 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX]
KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
<TABLE>
<CAPTION>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO GROWTH & INCOME FUND
(a series of INVESCO STOCK FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
<S> <C> <C> <C> <C> <C>
2. Election of Stock Funds' Board of / / / / / / To withhold authority
Directors: (1) Charles W. Brady; (2) to vote for any
Fred A. Deering; (3) Mark H. individual nominee(s),
Williamson; (4) Dr. Victor L. Andrews; mark "For All Except"
(5) Bob R. Baker; (6) Lawrence H. and write the nominee's
Budner; (7) Dr. Wendy Lee Gramm; number on the line below.
(8) Kenneth T. King; (9) John W. -------------------------
McIntyre; and (10) Dr. Larry Soll.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment / / / / / /
restrictions;
/ / To vote against the proposed changes to one or more of the
specific fundamental investment restrictions, but to
approve others, PLACE AN "X" IN THE BOX AT left and
indicate the number(s) (as set forth in the proxy
statement) of the investment restriction or restrictions
you do not want to change on the line below.
----------------------------------------------------------
3. Ratification of the selection of PricewaterhouseCoopers / / / / / /
LLP as Growth & Income Fund'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 1-800-525-8085 TOLL FREE OR VISIT
HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR COMPLETED PROXY CARD TO
1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of joint owners, each
should sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shareholder
is a corporation or partnership, please sign in full corporate or partnership name by authorized
person
- ---------------------------------------------------------- ----------------------------------------
Signature Date
- ---------------------------------------------------------- ----------------------------------------
Signature (Joint Owners) Date
</TABLE>
<PAGE>
[Name and Address]
INVESCO ENDEAVOR FUND
(a series of INVESCO STOCK 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 Stock Funds, Inc. ("Stock Funds") and relates to the proposals with
respect to Stock Funds and to INVESCO Endeavor Fund ("Endeavor Fund"), a series
of Stock Funds. The undersigned hereby appoints as proxies [ ] and [ ], and each
of them (with power of substitution), to vote all shares of common stock of the
undersigned in Endeavor 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 Stock
Funds, 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 Stock Funds and to Endeavor 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 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX]
KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO ENDEAVOR FUND
(a series of INVESCO STOCK FUNDS, Inc.)
<TABLE>
<CAPTION>
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
<S> <C> <C> <C> <C> <C>
2. Election of Stock Funds' Board of / / / / / / To withhold authority
Directors: (1) Charles W. Brady; (2) to vote for any
Fred A. Deering; (3) Mark H. individual nominee(s),
Williamson; (4) Dr. Victor L. Andrews; mark " For All Except"
(5) Bob R. Baker; (6) Lawrence H. and write the nominee's
Budner; (7) Dr. Wendy Lee Gramm; number on the line below.
(8) Kenneth T. King; (9) John W. -------------------------
McIntyre; and (10) Dr. Larry Soll.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment / / / / / /
restrictions;
/ / To vote against the proposed changes to one or more of the
specific fundamental investment restrictions, but to
approve others, PLACE AN "X" IN THE BOX AT left and
indicate the number(s) (as set forth in the proxy
statement) of the investment restriction or restrictions
you do not want to change on the line below.
----------------------------------------------------------
3. Ratification of the selection of PricewaterhouseCoopers / / / / / /
LLP as Endeavor Fund'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 1-800-525-8085 TOLL FREE OR VISIT
HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR COMPLETED PROXY CARD TO
1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of joint owners, each
should sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shareholder
is a corporation or partnership, please sign in full corporate or partnership name by authorized
person
- ---------------------------------------------------------- ----------------------------------------
Signature Date
- ---------------------------------------------------------- ----------------------------------------
Signature (Joint Owners) Date
</TABLE>
