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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or
(S)240.14a-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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO APPEARS HERE] (R)
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund
INVESCO Growth & Income Fund
INVESCO Endeavor Fund
March 23, 1999
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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,
/s/ Mark H. Williamson
Mark H. Williamson
President
INVESCO Stock Funds, Inc.
9966
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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
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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.
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,
/s/ Glen A. Payne
Glen A. Payne
Secretary
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 1-800-690-6903. 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 1-800-733-1885. 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.
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.
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INVESCO Dynamics Fund
INVESCO Growth & Income Fund
INVESCO Endeavor Fund
7800 East Union Avenue
Denver, Colorado 80237
(Toll Free) 1-800-646-8372
Proxy Statement
Special Meeting of Shareholders
May 20, 1999
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.
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
<PAGE>
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: 107,217,704.112 (Dynamics Fund); 3,774,755.492 (Growth & Income
Fund); and 4,327,662.778 (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.
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.
2
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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 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).
3
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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:
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 Dynamics 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. The revision would give Dynamics Fund and Growth & Income
Fund flexibility to invest in other investment companies in the event legal
and other regulatory requirements change.
4
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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.
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.
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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:
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
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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."
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
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Act. In addition, the Board believes the 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 real estate and
commodities (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 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 each 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.
8
<PAGE>
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 each 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.
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.
If a Fund did purchase the securities of another investment company,
shareholders might incur additional expenses because the Fund would have to
pay its ratable share of the expenses of the other investment company.
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.
9
<PAGE>
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
policy does not prevent the Fund from entering into short positions in
foreign currency, futures contracts, options, forward contracts, swaps,
caps, floors, collars and other financial instruments, (ii) the Fund
may obtain such short-term credits as are necessary for the clearance
of transactions, and (iii) the Fund may make margin payments in
connection with futures contracts, options, forward contracts, swaps,
caps, floors, collars and other financial instruments.
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 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.
10
<PAGE>
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.
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.
11
<PAGE>
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 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) 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.
12
<PAGE>
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.
<TABLE>
<CAPTION>
Number of
Stock Funds'
Shares
Beneficially
Owned
Director or Directly or
Principal Occupation Executive Officer Indirectly on
Name, Position with and Business Experience of Stock Dec. 31, 1998 Member of
Stock Funds, and Age (during the past five years) Funds Since (1) Committee
- -------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
Charles W. Brady, Chief Executive Officer and Director 1993 0 (3),(5),(6)
Chairman of the Board of AMVESCAP PLC, London, England,
Age 63* and of various subsidiaries thereof.
Chairman of the Board of INVESCO
Global Health Sciences Fund.
Fred A. Deering, Trustee of INVESCO Global Health 1993 68.5540 (2),(3),(5)
Vice Chairman of the Sciences Fund. Formerly, Chairman of
Board Age 71 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 Officer, 1998 0 (3),(5)
President, Chief Executive and Director, INVESCO Distributors
Officer, and Director Inc.; President, Chief Executive
Age 47* 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, Chairman 1993 68.5540 (4),(6),(8)
Director Emeritus and Chairman of the CFO
Age 68 Roundtable of the Department of
Finance of 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.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Number of
Stock Funds'
Shares
Beneficially
Owned
Director or Directly or
Principal Occupation Executive Officer Indirectly on
Name, Position with and Business Experience of Stock Dec. 31, 1998
Stock Funds, and Age (during the past five years) Funds Since (1) Member of Committee
- ---------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
Bob R. Baker, President and Chief Executive 1993 68.5540 (3),(4),(5)
Director Officer of AMC Cancer Research
Age 62 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.
Lawrence H. Budner, Trust Consultant. Prior to June 1993 696.6170 (2),(6),(7)
Director 1987, Senior Vice President and
Age 68 Senior Trust Officer, InterFirst
Bank, Dallas, Texas.
Dr. Wendy Lee Gramm, Self-employed (since 1993). 1997 68.5540 (4),(8)
Director Nominee Professor of Economics and Public
Age 54 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. Formerly, 1993 68.5540 (2),(3),(5),(6),(7)
Director Chairman of the Board, The Capitol
Age 73 Life Insurance Company, Providence
Washington Insurance Company, and
Director of numerous U.S.
subsidiaries thereof. Formerly,
Chairman of the Board, The
Providence Capitol Companies in the
United Kingdom and Guernsey. Until
1987, Chairman of the Board, Symbion
Corporation.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Number of
Stock Funds'
Shares
Beneficially
Owned
Name, Position Director or Directly or
with Principal Occupation Executive Officer Indirectly on
Stock Funds, and and Business Experience of Stock Dec. 31, 1998 Member of
Age (during the past five years) Funds Since (1) Committee
- --------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
John W. McIntyre, Presently retired. Formerly, Vice 1995 68.5540 (2),(3),(5),(7)
Director Chairman of the Board, The Citizens
Age 68 and Southern Corporation; Chairman
of the Board and Chief Executive
Officer, The Citizens and Southern
Georgia Corporation; Chairman of the
Board and Chief Executive Officer,
The Citizens and Southern National
Bank. Trustee of INVESCO Global
Health Sciences Fund and 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.
Dr. Larry Soll, Presently retired. Formerly, 1997 68.5540 (4),(8)
Director Chairman of the Board (1987-1994),
Age 56 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
15
<PAGE>
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 of such instruments follows the policies on
such instruments adopted by the Board. The committee then reports on these
matters to the Board.
Each Independent Director receives an annual retainer of $56,000 for their
service to the INVESCO Funds. Additionally, each Independent Director receives
$3,000 for in-person attendance at each board meeting and $1,000 for in-person
attendance at each committee meeting. The chairmen of the audit and management
liaison committees receive an annual fee of $4,000 for serving in such
capacity.
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:
16
<PAGE>
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY STOCK FUNDS TO DIRECTORS
<TABLE>
<CAPTION>
Total
Compensation
from Stock
Funds and
Pension or the other 14
Aggregate Retirement Benefits Estimated Annual INVESCO Funds
Compensation from Accrued as Part of Benefits Upon Paid to
Name of Person, Position Stock Funds(1) Stock Funds Expenses(2) Retirement(3) Directors(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A.
Deering,
Vice Chair-
man of the
Board and
Director $ 3,488 $ 2,675 $ 1,717 $103,700
Dr. Victor
L. Andrews,
Director $ 3,487 $ 2,528 $ 1,987 $ 80,350
Bob R. Bak-
er,
Director $ 3,644 $ 2,257 $ 2,663 $ 84,000
Lawrence H.
Budner,
Director $ 3,385 $ 2,528 $ 1,987 $ 79,350
Daniel D.
Chabris(4),
Director $ 3,369 $ 2,733 $ 1,483 $ 70,000
Dr. Wendy
L. Gramm,
Director $ 2,297 $ 0 $ 0 $ 77,050
Kenneth T.
King,
Director $ 3,143 $ 2,778 $ 1,557 $ 79,000
John W. Mc-
Intyre,
Director $ 3,183 $ 0 $ 0 $ 98,500
Dr. Larry
Soll,
Director $ 2,978 $ 0 $ 0 $ 96,000
------- ------- ------- --------
TOTAL $28,974 $15,499 $11,394 $767,950
======= ======= ======= ========
AS A PER-
CENTAGE OF
NET ASSETS 0.0022%(5) 0.0012%(5) 0.0035%(6)
</TABLE>
17
<PAGE>
- --------
(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 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. Although Mr. McIntyre became eligible to participate in the
Defined Benefit Deferred Compensation Plan as of November 1, 1998, he will not
be included in the calculation of retirement benefits until Novmber 1, 1999.
(5) Total as a percentage of the Funds' net assets as of April 30, 1998.
(6) Total as a percentage of the net assets of the 15 INVESCO Funds in the
INVESCO Complex as of December 31, 1998.
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
18
<PAGE>
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 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 may, therefore, be deemed to have an
indirect interest in shares of each such INVESCO Fund, in addition to any Fund
shares that they may own directly or beneficially.
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.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
19
<PAGE>
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.(/1/)
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, Director and Senior Vice-
President and Treasurer, also, Director and Senior Vice-President and
Treasurer of IDI; Richard W. Healey, Senior Vice President and Director, also,
Senior Vice President and Director of IDI; Timothy J. Miller, Senior Vice
President and Director, also, Senior Vice President and Director 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.
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.
- --------
(1) The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., AMVESCAP Group Services, Inc., AVZ, Inc. and INVESCO North
American Group, Ltd., each of which is wholly owned by its immediate parent.
20
<PAGE>
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,
/s/ Glen A. Payne
Glen A. Payne
Secretary
March 23, 1999
21
<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
5% or more of a Fund's outstanding equity securities.
<TABLE>
<CAPTION>
Name Amount and
and Nature of
Address Ownership Percentage
- ------- ---------- ----------
<S> <C> <C>
Beneficial owners of 5% or more of Dynamics Fund:
-------------------------------------------------
Charles Schwab & Co. Inc. 14,484,910.8900 13.62%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Beneficial owners of 5% or more of Growth & Income Fund
-------------------------------------------------------
Charles Schwab & Co. Inc. 485,781.5380 12.99%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 289,877.6000 7.75%
The Exclusive Benefit of Customers Record
One World Financial Center
200 Liberty Street, 5th Floor
Attn: Kate Recon
New York, NY 10281-5500
Beneficial owners of 5% or more of Endeavor Fund
------------------------------------------------
Charles Schwab & Co. Inc. 1,198,288.9280 28.62%
Special Custody Account for the Exclusive Benefit of
Customers Record
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 438,302.9010 10.47%
The Exclusive Benefit of Customers Record
One World Financial Center
200 Liberty Street, 5th Floor
Attn: Kate Recon
New York, NY 10281-5500
</TABLE>
A-1
<PAGE>
[Name and Address]
INVESCO DYNAMICS FUND
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. (the "Company") and relates to the proposals with
respect to Stock Funds and to INVESCO Dynamics 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 East 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 to 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
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO DYNAMICS FUND
INVESCO STOCK FUNDS, Inc.
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board of Directors: [_] [_] [_] To withhold authority
(1) Charles W. Brady; (2) Fred A. Deering; (3) to vote, mark "For All
Mark H. Williamson; (4) Dr. Victor L. Andrews; Except" and write the
(5) Bob R. Baker; (6) Lawrence H. Budner; nominee's number on the
(7) Dr. Wendy Lee Gramm; (8) Kenneth T. King; line below.
(9) John W. McIntyre; and (10) Dr. Larry Soll;
------------------------
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
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
letter(s) (as set forth in the proxy statement) of the
investment restriction or restrictions 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.
FOR AGAINST ABSTAIN
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
3. Ratification of the selection of PricewaterhouseCoopers [_] [_] [_]
LLP as the 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 1-690-6903 TOLL FREE OR
VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
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.
- ----------------------------------------------------------------------- Date
Signature
- ----------------------------------------------------------------------- Date
Signature (Joint Owners)
[Back]
To vote against the proposed changes to one or more of the specific fundamental
investment restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions 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.
</TABLE>
<PAGE>
1. _______________________________
<PAGE>
[Name and Address]
INVESCO GROWTH & INCOME FUND
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. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Growth & Income 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 East 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 to 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
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO GROWTH & INCOME FUND
INVESCO STOCK FUNDS, Inc.
<TABLE>
<S> <C> <C> <C>
Vote on Directors FOR WITHHOLD ALL FOR ALL
ALL EXCEPT
2. Election of the Company's Board of Directors: [_] [_] [_] To withhold authority
(1) Charles W. Brady; (2) Fred A. Deering; (3) to vote, mark "For All
Mark H. Williamson; (4) Dr. Victor L. Andrews; Except" and write the
(5) Bob R. Baker; (6) Lawrence H. Budner; nominee's number on the
(7) Dr. Wendy Lee Gramm; (8) Kenneth T. King; line below.
(9) John W. McIntyre; and (10) Dr. Larry Soll;
------------------------
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
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 letter(s) (as set forth in the
proxy statement) of the investment restriction or
restrictions 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.
FOR AGAINST ABSTAIN
[_] [_] [_]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [_] [_] [_]
Independent Public Accountants.
</TABLE>
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.
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 restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions 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.
<PAGE>
1. ______________________________
<PAGE>
[Name and Address]
INVESCO ENDEAVOR FUND
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. (the "Company") and relates to the proposals with
respect to the Company and to INVESCO Endeavor 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 East 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 to 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
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO ENDEAVOR FUND
INVESCO STOCK FUNDS, Inc.
<TABLE>
<CAPTION>
Vote on Directors FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
<S> <C> <C> <C> <C>
2. Election of the Company's Board of Directors: [_] [_] [_] To withhold authority
(1) Charles W. Brady; (2) Fred A. Deering; (3) to vote, mark "For All
Mark H. Williamson; (4) Dr. Victor L. Andrews; Except" and write the
(5) Bob R. Baker; (6) Lawrence H. Budner; nominee's number on the
(7) Dr. Wendy Lee Gramm; (8) Kenneth T. King; line below.
(9) John W. McIntyre; and (10) Dr. Larry Soll;
<CAPTION> -----------------------
Vote On Proposals FOR AGAINST ABSTAIN
ALL ALL ALL
<S> <C> <C> <C>
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 letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions 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.
FOR AGAINST ABSTAIN
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [_] [_] [_]
Independent Public Accountants.
</TABLE>
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.
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 restrictions, indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions 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.
<PAGE>
1. _______________________________
