<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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 (S)240.14a-11(c) or (S)240.14a-12
- --------------------------------------------------------------------------------
INVESCO VALUE TRUST
- --------------------------------------------------------------------------------
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:
___________________________________
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO VALUE TRUST
[LOGO OF INVESCO APPEARS HERE]
DECEMBER 26, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Dear INVESCO Value Trust Shareholder:
Enclosed is a Proxy Statement for the January 31, 1997 special meeting of
shareholders of INVESCO Intermediate Government Bond Fund, INVESCO Total Re-
turn Fund and INVESCO Value Equity Fund (collectively, the "Funds"), the three
series of INVESCO Value Trust (the "Company").
As you may have heard, INVESCO PLC ("INVESCO") has entered into an agreement
to merge with A I M Management Group Inc. ("AIM"), under which AIM will become
part of INVESCO. INVESCO is the ultimate parent company of INVESCO Funds
Group, Inc., the investment adviser to the Company and INVESCO Capital Manage-
ment, Inc., the sub-adviser to each of the Funds.
As explained more fully in the attached Proxy Statement, at the time the
INVESCO/AIM merger takes effect, the Company's present investment advisory and
sub-advisory contracts will terminate automatically, as a matter of law. Al-
though Company shareholders are not being asked to approve the merger, they
must vote on the necessary new investment advisory and sub-advisory contracts.
Accordingly, to provide continuity of investment advisory services to the Com-
pany, the Board of Trustees is asking shareholders to approve the following
proposals:
. All shareholders of the Company will be asked to approve a new invest-
ment advisory agreement for the Company, with the same parties and on
terms substantially identical to the existing investment advisory agree-
ment.
. Shareholders of each of the Funds will be asked to approve a new invest-
ment sub-advisory agreement, with the same parties and on terms substan-
tially identical to the existing investment sub-advisory agreement.
In addition, all shareholders are being asked to elect trustees of the Com-
pany and to ratify the selection of Price Waterhouse LLP as the Company's in-
dependent accountants. The accompanying Proxy Statement provides additional
detailed information on these proposals, the INVESCO/AIM merger and the Compa-
ny.
WE ARE REQUIRED BY LAW TO INFORM YOU AS TO CERTAIN DETAILS OF THE TRANSAC-
TION, EVEN THOUGH YOU ARE NOT VOTING TO APPROVE THE MERGER. WHAT IS MOST IM-
PORTANT FOR YOU AS A SHAREHOLDER OF THE FUNDS IS THAT APPROVAL OF THE PROPOS-
ALS LISTED ABOVE WILL IN NO WAY INCREASE THE ADVISORY FEES, SUB-ADVISORY FEES
OR EXPENSES OF THE COMPANY OR THE FUNDS OR CHANGE THE LEVEL, NATURE OR QUALITY
OF SERVICES YOU RECEIVE. EACH OF THESE PROPOSALS HAS BEEN APPROVED BY THE
BOARD OF TRUSTEES OF THE COMPANY, WHICH RECOMMENDS THAT SHAREHOLDERS APPROVE
THEM AS WELL.
The Board of Trustees believes that these proposals are in the best inter-
ests of the shareholders. Therefore, we ask that you read the enclosed materi-
als and vote promptly. Should you have any questions, please feel free to call
our client services representatives at 1-800-646-8372. They will be happy to
answer any questions that you might have.
YOUR VOTE IS IMPORTANT. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION
ARE SIGNIFICANT TO THE COMPANY, THE FUNDS AND TO YOU AS A SHAREHOLDER. IF WE
DO NOT RECEIVE SUFFICIENT VOTES TO APPROVE THESE
<PAGE>
PROPOSALS, WE MAY HAVE TO SEND ADDITIONAL MAILINGS OR CONDUCT TELEPHONE CAN-
VASSING. THEREFORE, PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST
YOUR VOTE ON THE ENCLOSED PROXY CARD, AND RETURN IT IN THE ENCLOSED PRE-AD-
DRESSED, POSTAGE-PAID ENVELOPE.
Sincerely,
/s/ Dan J. Hesser
Dan J. Hesser
President
INVESCO Value Trust --
INVESCO Intermediate Government Bond Fund
INVESCO Total Return Fund
INVESCO Value Equity Fund
2
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO VALUE TRUST
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
===============================================================================
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 1997
Notice is hereby given that a special meeting of shareholders (the "Meet-
ing") of INVESCO Intermediate Government Bond Fund, INVESCO Total Return Fund
and INVESCO Value Equity Fund (collectively, the "Funds") of INVESCO Value
Trust (the "Company") will be held at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222 on Friday, January 31, 1997, at 10:00
a.m., Mountain Standard Time, for the following purposes.
1.A. To approve or disapprove a new investment advisory agreement between
the Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to
take effect only if the proposed merger of A I M Management Group
Inc. into a wholly-owned U.S. subsidiary of INVESCO PLC is consum-
mated (the "Merger"). INVESCO PLC is the ultimate parent of IFG.
1.B. To approve or disapprove a new sub-advisory agreement between IFG and
INVESCO Capital Management, Inc., with respect to each of the Funds,
to take effect only if the Merger is consummated.
2. To elect eleven trustees of the Company.
3. To ratify or reject the selection of Price Waterhouse LLP as indepen-
dent accountants for the Company for the fiscal year ending August 31,
1997.
4. To transact such other business as may properly come before the Meeting
or any adjournment(s) thereof.
NONE OF THESE PROPOSALS is expected to result in any change in the way the
Funds are managed, in the advisory or sub-advisory fees or in the services you
receive as a shareholder.
The board of trustees of the Company has fixed the close of business on De-
cember 9, 1996, as the record date for the determination of shareholders enti-
tled to notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Funds entitled to vote at the Meeting
will be available and open to the examination of any shareholder of the Funds
for any purpose germane to the Meeting during ordinary business hours after
December 15, 1996, at the offices of the Company, 7800 East Union Avenue, Den-
ver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders who do not ex-
pect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the enclosed envelope
that requires NO postage if mailed in the United States. The enclosed proxy is
being solicited on behalf of the board of trustees of the Company.
<PAGE>
IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure a full representation at the
Meeting.
The Meeting will have to be adjourned without conducting any business if
less than a majority of the eligible shares is represented, and the Company
will have to continue to solicit votes until a quorum is obtained. The Meeting
also may be adjourned, if necessary, to continue to solicit votes if less than
the required shareholder vote has been obtained to elect the specified number
of trustees and to approve Proposals 1.A., 1.B. and 3.
Your vote, then, could be critical in allowing the Company to hold the Meet-
ing as scheduled. By marking, signing, and promptly returning the enclosed
proxy, you may eliminate the need for additional solicitation. Your coopera-
tion is appreciated.
By Order of the Board of Trustees,
/S/Glen A. Payne
Glen A. Payne
Secretary
Denver, Colorado
Dated: December 26, 1996
2
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO VALUE TRUST
DECEMBER 26, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
INVESCO VALUE TRUST
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 1997
INTRODUCTION
The enclosed proxy is being solicited by the board of trustees (the "Board"
or the "Trustees") of INVESCO Value Trust (the "Company") on behalf of INVESCO
Intermediate Government Bond Fund (the "Intermediate Government Bond Fund"),
INVESCO Total Return Fund (the "Total Return Fund") and INVESCO Value Equity
Fund (the "Value Equity Fund"; collectively, the "Funds"), the three series of
the Company, for use in connection with the special meeting of shareholders of
the Company (the "Meeting") to be held at 10:00 a.m., Mountain Standard Time,
on Friday, January 31, 1997, at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222, and at any adjournment(s) thereof for
the purposes set forth in the foregoing notice. THE COMPANY'S ANNUAL REPORT,
INCLUDING FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED AUGUST
31, 1996, IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM GLEN A. PAYNE, SECRE-
TARY OF THE COMPANY, AT P.O. BOX 173706, DENVER, COLORADO 80217-3706 (TELE-
PHONE NUMBER 1-800-646-8372). The approximate mailing date of proxies and this
Proxy Statement is December 26, 1996.
The primary purpose of the Meeting is to allow shareholders to consider new
investment advisory and sub-advisory agreements for the Funds. As explained in
more detail below, the existing advisory and sub-advisory agreements for the
Funds will terminate automatically, by operation of law, upon the consummation
of the proposed merger (the "Merger") of A I M Management Group Inc. ("AIM")
and a direct, wholly-owned subsidiary of INVESCO PLC ("INVESCO"). Shareholders
are not being asked to approve the Merger; rather, they are being asked to
continue the existing investment advisory relationships for the Funds under
new contracts which would take effect at the time of the Merger. Consummation
of the Merger is conditioned on, among other things, shareholder approval of
the new investment advisory and sub-advisory contracts. The transactions con-
templated by the Merger and the terms of the new investment advisory and sub-
advisory agreements are discussed below.
OTHER THAN THEIR COMMENCEMENT AND EXPIRATION DATES, THE PROPOSED NEW ADVI-
SORY AND SUB-ADVISORY AGREEMENTS ARE IDENTICAL IN FORM AND TERMS TO THE PRES-
ENT AGREEMENTS.
Therefore:
(1) All shareholders of the Company are being asked to approve a new in-
vestment advisory agreement (the "Proposed Advisory Agreement") be-
tween the Company and its investment adviser, INVESCO Funds Group,
Inc. (the "Adviser" or "IFG"), to replace the existing agreement be-
tween the Company and the Adviser (the "Current Advisory Agreement");
and
<PAGE>
(2) Shareholders of each of the Funds are being asked to approve a new in-
vestment sub-advisory agreement (the "Proposed Sub-Advisory Agree-
ment") between IFG and the Funds' sub-adviser, INVESCO Capital Manage-
ment, Inc. (the "Sub-Adviser" or "ICM"), to replace the existing sub-
advisory agreement between IFG and ICM (the "Current Sub-Advisory
Agreement").
Elsewhere in this Proxy Statement, the Current Advisory Agreement and the
Current Sub-Advisory Agreement are together referred to as the "Current Agree-
ments." Similarly, the Proposed Advisory Agreement and the Proposed Sub-Advi-
sory Agreement are together referred to as the "Proposed Agreements."
The following factors should be considered by shareholders in determining
whether to approve the Proposed Agreements:
. The Proposed Advisory Agreement and the Proposed Sub-Advisory Agreement
were approved by the Trustees, including the Independent Trustees (as
defined below).
. There will be no change in the investment objectives or policies of the
Funds.
. There will be no increase in the fees payable to the Adviser or to the
Sub-Adviser as a result of the approval and implementation of the Pro-
posed Agreements.
. No significant changes are contemplated in the personnel of the Adviser
who are responsible for the overall supervision of the Company or of the
Sub-Adviser who are responsible for managing the investments of the
Funds.
If the enclosed form of proxy is duly executed and returned in time to be
voted at the Meeting, and not subsequently revoked, all shares represented by
the proxy will be voted in accordance with the instructions marked thereon. If
no instructions are given, such shares will be voted FOR the nominees for
trustee hereinafter listed and FOR Proposals 1.A., 1.B. and 3. A majority of
the outstanding shares of the Company entitled to vote, represented in person
or by proxy, will constitute a quorum at the Meeting.
Shares held by shareholders present in person or represented by proxy at the
Meeting will be counted both for the purpose of determining the presence of a
quorum and for calculating the votes cast on the issues before the Meeting. An
abstention by a shareholder, either by proxy or by vote in person at the Meet-
ing, has the same effect as a negative vote. Shares held by a broker or other
fiduciary as record owner for the account of the beneficial owner are counted
toward the required quorum if the beneficial owner has executed and timely de-
livered the necessary instructions for the broker to vote the shares or if the
broker has and exercises discretionary voting power. Where the broker or fidu-
ciary does not receive instructions from the beneficial owner and does not
have discretionary voting power as to one or more issues before the Meeting,
but grants a proxy for or votes such shares, they will be counted toward the
required quorum but will have the effect of a negative vote on any proposals
on which it does not vote.
Because the proposals being submitted for a vote of the shareholders of each
Fund are identical, the Board determined to combine the proxy materials for
the Funds in order to reduce the cost of preparing, printing and mailing the
proxy materials.
In order to further reduce costs, the notices to shareholders 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
each shareholder's votes will be counted for all such accounts.
Execution of the enclosed proxy card will not affect a shareholder's right
to attend the Meeting and vote in person, and a shareholder giving a proxy has
the power to revoke it (by written notice to the Company at P.O.
2
<PAGE>
Box 173706, Denver, Colorado 80217-3706, execution of a subsequent proxy card,
or oral revocation at the Meeting) at any time before it is exercised.
Shareholders of the Funds of record at the close of business on December 9,
1996 (the "Record Date"), are entitled to vote at the Meeting, including any
adjournment(s) thereof, and are entitled to one vote for each share, and cor-
responding fractional votes for fractional shares, on each matter to be acted
upon at the Meeting. On the Record Date, [ ] shares of beneficial interest
of the Company, $.01 par value per share were outstanding, including [ ]
shares of the Intermediate Government Bond Fund, [ ] shares of the Total Re-
turn Fund and [ ] shares of the Value Equity Fund.
The following table sets forth, as of the Record Date, the beneficial owner-
ship of each Fund's issued and outstanding shares of beneficial interest by
each 5% or greater shareholder. [PLEASE CONFIRM: THE TRUSTEES AND EXECUTIVE
OFFICERS OF THE COMPANY DID NOT OWN [ANY] [1% OR MORE OF THE OUTSTANDING] FUND
SHARES AS OF THE RECORD DATE.]
<TABLE>
<CAPTION>
Percent of
Name and Address Amount & Nature of Shares of
of Beneficial Owner Beneficial Ownership(1) Beneficial Interest
------------------- ----------------------- -------------------
<S> <C> <C>
INTERMEDIATE
GOVERNMENT BOND
FUND
TOTAL RETURN FUND
VALUE EQUITY FUND
</TABLE>
(1) Each beneficial owner named above shares investment power with respect
to the shares listed next to its respective row, but its customers re-
tain sole voting power.
In addition to the solicitations of proxies by use of the mail, proxies may
be solicited by officers of the Company, and by officers and employees of IFG,
personally or by telephone or telegraph, without special compensation. In ad-
dition, Shareholder Communications Corporation ("SCC") will be retained to as-
sist in the solicitation of proxies.
As the meeting date approaches, certain shareholders whose votes the Company
has not yet received may receive telephone calls from representatives of SCC
requesting that they authorize, by telephonic or electronically transmitted
instructions, SCC to execute proxy cards on their behalf. Telephone authoriza-
tions will be recorded in accordance with the procedures set forth below. The
Adviser believes that these procedures are reasonably designed to ensure that
the identity of the shareholder casting the vote is accurately determined and
that the voting instructions of the shareholder are accurately determined.
SCC has received an opinion of Massachusetts counsel that addresses the va-
lidity, under the applicable laws of the Commonwealth of Massachusetts, of au-
thorization given orally to execute a proxy. The opinion given by Massachu-
setts counsel concludes that a Massachusetts court would find that there is no
Massachusetts law or public policy against the acceptance of proxies signed by
an orally-authorized agent, provided it adheres to the procedures set forth
below.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
and the number of shares
3
<PAGE>
owned, and to confirm that the shareholder has received the Proxy Statement in
the mail. If the information solicited agrees with the information provided to
SCC by the Company, the SCC representative has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on each proposal. Although he or she is permitted
to answer questions about the process, the SCC representative is not permitted
to recommend to the shareholder how to vote, other than to read any recommen-
dation set forth in the Proxy Statement. SCC will record the shareholder's in-
structions on the card. Within 72 hours, SCC will send the shareholder a let-
ter or mailgram confirming the shareholder's vote and asking the shareholder
to call SCC immediately if the shareholder's instructions are not correctly
reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable. A share-
holder may revoke the accompanying proxy or a proxy given telephonically at
any time prior to its use by filing with the Company a written revocation or
duly executed proxy bearing a later date. In addition, any shareholder who at-
tends the Meeting in person may vote by ballot at the Meeting, thereby cancel-
ing any proxy previously given.
All costs of printing and mailing proxy materials and the costs and expenses
of holding the Meeting and soliciting proxies, including any amount paid to
SCC, will be paid by INVESCO and not by the Company, the Funds or their share-
holders.
The Board may seek one or more adjournments of the Meeting to solicit addi-
tional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote to elect the number of specified trustees
and approve Proposals 1.A., 1.B. and 3. An adjournment would require the af-
firmative vote of the holders of a majority of the shares present at the Meet-
ing (or an adjournment thereof) in person or by proxy and entitled to vote. If
adjournment is proposed in order to obtain the required shareholder vote on a
particular proposal, the persons named as proxies will vote in favor of ad-
journment those shares which they are entitled to vote in favor of such pro-
posal and will vote against adjournment those shares which they are required
to vote against such proposal. A shareholder vote may be taken on one or more
of the proposals discussed herein prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
PROPOSAL 1: A. APPROVAL OF THE PROPOSED ADVISORY AGREEMENT BETWEEN THE COM-
PANY AND INVESCO FUNDS GROUP, INC.
B. APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN
INVESCO FUNDS GROUP, INC. AND INVESCO CAPITAL MANAGEMENT,
INC.
BACKGROUND
IFG serves as investment adviser to the Company pursuant to the Current Ad-
visory Agreement. The Current Advisory Agreement provides that the Adviser,
upon receipt of written approval of the Company, is authorized to retain com-
panies to provide investment advisory services to the Company. Accordingly,
IFG has entered into the Current Sub-Advisory Agreement, pursuant to which ICM
serves as sub-adviser to, and is primarily responsible for, managing the in-
vestments of each of the Funds. Both the Adviser and the Sub-Adviser are indi-
rect, wholly-owned subsidiaries of INVESCO. INVESCO is a publicly traded hold-
ing company organized under the laws of England in 1935. The ordinary shares
of INVESCO, 25 pence nominal value per share (the "Ordinary Shares"), are
traded on the London Stock Exchange. INVESCO's subsidiaries provide investment
advisory
4
<PAGE>
services throughout the world. As of September 30, 1996, the total assets ad-
vised by INVESCO and its subsidiaries were approximately $91.1 billion.
AIM is a holding company that has been engaged in the financial services
business since 1976 and, together with its affiliates, advises or manages 38
investment company portfolios comprising the A I M Family of Funds(R). As of
October 31, 1996, the total assets of the registered investment company port-
folios advised or managed by AIM and its affiliates were approximately $57
billion.
On November 4, 1996, INVESCO and INVESCO Group Services, Inc. ("IGS") en-
tered into an agreement of merger (the "Merger Agreement") with AIM pursuant
to which IGS or another wholly-owned U.S. subsidiary of INVESCO ("INVESCO
Sub") will acquire all the issued and outstanding shares of AIM capital stock
for consideration valued on November 4, 1996 at approximately $1.6 billion,
plus the amount of AIM net income from September 1, 1996 through the date on
which the Merger is consummated (the "Closing Date"), minus dividends paid
during such period and subject to certain adjustments for balance sheet items
and transaction expenses. The consideration will include 290 million new Ordi-
nary Shares (including Ordinary Shares issuable in respect of vested and
unvested AIM options) of INVESCO valued on November 4, 1996 at approximately
$1.1 billion. The balance of the consideration will be paid in cash. Upon con-
summation of the Merger, the AIM shareholders will own approximately 45% of
INVESCO's total outstanding capital stock on a fully-diluted basis. Thereaf-
ter, INVESCO will change its name to "AMVESCO PLC" (the names of the Adviser
and the Sub- Adviser will not change).
The Closing Date is presently expected to occur on or about February 28,
1997, subject to the satisfaction of conditions to closing that include, among
other things: (a) INVESCO having consummated one or more financings and having
received net proceeds of not less than $500 million; (b) the respective aggre-
gate annualized asset management fees of INVESCO and AIM (based on assets un-
der management, excluding the effects of market movements), in respect of
which consents to the Merger have been obtained being equal to or greater than
87.5% of all such fees; (c) INVESCO and AIM having received certain consents
from regulators, lenders and/or other third parties; (d) AIM not having re-
ceived from the holder or holders of more than 2% of the outstanding AIM
shares notices that they intend to exercise dissenters' rights; (e) a Voting
Agreement, Standstill Agreement, Transfer Restriction Agreements, Transfer Ad-
ministration Agreement, Registration Rights Agreement, Indemnification Agree-
ment and employment agreements with approximately thirty AIM employees having
been executed and delivered; (f) AIM having received an opinion from its U.S.
counsel that the Merger will be treated as a tax-free reorganization; and (g)
shareholder resolutions to appoint to INVESCO's board of directors (the
"INVESCO Board") six AIM designees and a resolution of the INVESCO Board to
appoint the seventh AIM designee having been passed and not revoked.
The Merger Agreement may be terminated at any time prior to the Closing Date
by written notice by AIM or INVESCO to the other after June 1, 1997 or under
other circumstances set forth in the Merger Agreement. In certain circum-
stances occurring on or before September 30, 1997, a termination fee will be
payable by the party in respect of which such circumstances have occurred.
In connection with the Merger, the following agreements, each to be effec-
tive upon the closing of the Merger, have been or will be executed:
Voting Agreement. Certain AIM shareholders and their spouses, the cur-
rent directors of INVESCO and proposed directors of INVESCO (expected to
hold in the aggregate approximately 25% of the Ordinary Shares of INVESCO
outstanding immediately following consummation of the Merger) have agreed
to vote as directors and as shareholders to ensure that: (a) the INVESCO
Board will have fifteen members, consisting of four executive directors
and three non-executive directors designated by INVESCO's current
5
<PAGE>
senior management, four executive directors and three non-executive direc-
tors designated by AIM's current senior management and a Chairman; (b) the
initial Chairman will be Charles W. Brady (INVESCO's current Chairman) and
the initial Vice Chairman will be Charles T. Bauer (AIM's current Chair-
man); and (c) the parties will vote at any INVESCO shareholder meetings on
resolutions (other than those in respect of the election of directors)
supported by two-thirds of the INVESCO Board in the same proportion as
votes are cast by unaffiliated shareholders. The Voting Agreement will
terminate on the earlier of the fourth anniversary of the Closing Date or
the date on which a resolution proposed by an INVESCO-designated board
member is approved by the INVESCO Board despite being voted against by
each AIM-designated board member present at such INVESCO Board meeting.
Standstill Agreement and Transfer Restriction Agreements. Certain AIM
shareholders and their spouses and certain significant shareholders of
INVESCO have agreed, under certain circumstances for a maximum period of
five years, not to engage in a number of specified activities that might
result in a change of the ownership or control positions of INVESCO exist-
ing as of the Closing Date. AIM shareholders and INVESCO's current chair-
man will be restricted in their ability to transfer their shares of
INVESCO for a period of up to five years.
If the conditions to the Merger are not met or waived, or if the Merger
Agreement is terminated, the Merger will not be consummated and the Current
Agreements will remain in effect. If the Proposed Agreements are approved and
the Merger is thereafter consummated, the Proposed Agreements will be executed
and become effective on the Closing Date. In the event that the Merger is con-
summated and the Proposed Advisory Agreement or the Proposed Sub-Advisory
Agreement is not approved by each of the Funds, such Proposed Agreement(s)
will be approved as to any Fund(s) that voted in favor of such Proposed Agree-
ment(s) and the Board will determine what action to take as to any Fund(s)
that voted against such Proposed Agreement(s). Any such action taken by the
Board will be subject to the approval of the appropriate shareholders.
Under the Merger Agreement, INVESCO and INVESCO Sub have agreed that they
will comply, and use all reasonable efforts to cause compliance on behalf of
their affiliates, with the provisions of Section 15(f) of the Investment Com-
pany Act of 1940, as amended (the "1940 Act"). Section 15(f) provides, in per-
tinent part, that an investment adviser of an investment company and its af-
filiates may receive any amount or benefit in connection with a sale of secu-
rities of, or a sale of any other interest in, such investment adviser that
results in an "assignment" of an investment advisory contract as long as two
conditions are met. First, no "unfair burden" may be imposed on the investment
company as a result of the Merger. The term "unfair burden," as defined in the
1940 Act, includes any arrangement during the two-year period after the trans-
action whereby the investment adviser (or predecessor or successor investment
adviser) or any interested person of any such adviser receives or is entitled
to receive any compensation directly or indirectly from the investment company
or its security holders (other than fees for bona fide investment advisory or
other services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than fees for bona fide principal underwriting services). No such com-
pensation arrangements are contemplated in connection with the Merger.
The second condition is that, for a period of three years after the transac-
tion occurs, at least 75% of the members of the board of directors/trustees of
the investment company advised by such adviser are not "interested persons"
(as defined in the 1940 Act) of the new or the old investment adviser. The
Board you are being asked to elect in Proposal No. 2 below does not meet this
75% requirement. Nevertheless, as more fully described below under Proposal
No. 2, the composition of the Board, on or prior to the date the Merger is ef-
fected, will comply with the 75% requirement.
6
<PAGE>
INVESCO has advised the Company that the Merger is not expected to have a
material effect on the operations of the Company, on the Funds or on their
shareholders. No material change in investment philosophy, policies or strate-
gies is currently envisioned. The Adviser and the Sub-Adviser will, following
the Merger, continue to be indirect wholly-owned subsidiaries of INVESCO. The
Merger Agreement does not, by its terms, contemplate any changes, other than
changes in the ordinary course of business, in the management or operation of
the Adviser or the Sub-Adviser relating to the Company and its Funds, the per-
sonnel managing the Funds, or other services provided to or other business ac-
tivities of the Company. The Merger also is not expected to result in material
changes in the business, corporate structure or composition of the senior man-
agement or personnel of the Adviser or the Sub-Adviser. Based on the forego-
ing, the Adviser does not anticipate that the Merger will cause a reduction in
the quality of services now being provided to the Company, or have any adverse
effect on the Adviser's or the Sub-Adviser's ability to fulfill its respective
obligations under the Proposed Agreements or to operate its business in a man-
ner consistent with its current practices.
Each of the Current Agreements, as required by Section 15 of the 1940 Act,
provides for its automatic termination in the event of its assignment. Any
change of control of the Adviser and/or the Sub-Adviser is deemed to be an as-
signment. Because INVESCO Ordinary Shares constituting more than 25% of the
outstanding voting securities of INVESCO will be issued to the shareholders of
AIM, as a result of the Merger there may be deemed to be a change in control
of INVESCO. Such a change in control would cause an automatic termination of
the Current Advisory Agreement and the Current Sub-Advisory Agreement under
the 1940 Act.
Accordingly, in anticipation of the consummation of the Merger and in order
to ensure continuity of investment advisory services to the Company by the Ad-
viser, and to the Funds by ICM, a new investment advisory agreement between
the Company and IFG is proposed to be approved by shareholders of each of the
Funds. In addition, it is proposed that shareholders of each of the Funds ap-
prove a new sub-advisory agreement between IFG and ICM.
The Board, including a majority of those Trustees who are not "interested
persons" of the Company as such term is defined under the 1940 Act (the "Inde-
pendent Trustees"), has approved the Proposed Advisory Agreement and the Pro-
posed Sub-Advisory Agreement.
EVALUATION OF THE BOARD OF TRUSTEES
At regular or special meetings of the Independent Trustees and of the Board
held on October 14, 15, 28 and 30 and on November 6, 1996, at each of which a
majority of the Independent Trustees were in attendance, the Trustees evalu-
ated the Proposed Advisory Agreement and the Proposed Sub-Advisory Agreement.
The Independent Trustees had available to them the assistance of outside coun-
sel throughout the process of determining whether to approve the Proposed
Agreements. Prior to and during the meetings the Independent Trustees re-
quested and received all information they deemed necessary to enable them to
determine whether each of the Proposed Agreements is in the best interests of
the Company, the Funds and their shareholders. At the meetings, the Indepen-
dent Trustees reviewed materials furnished by Fund management and met with
representatives of INVESCO and with representatives of AIM. They noted that
senior members of the management team of the Adviser will continue to be re-
sponsible for managing the day-to-day affairs of the Adviser and senior man-
agement members of the Sub-Adviser will continue to be responsible for manag-
ing the affairs of that company. In evaluating the effects of the Merger, the
Independent Trustees viewed as significant the fact that the Adviser and the
Sub-Adviser are expected to continue to provide to the Company, the Funds and
their shareholders, after the Merger, investment advisory services of the same
nature and quality as before the Merger. Also, the Independent Trustees con-
sidered the possible effects of the Merger on the Company and its Funds.
7
<PAGE>
The Board considered the nature, quality and extent of services provided and
expected to be provided by the Adviser to the Company and by ICM to the Funds,
as well as the benefits derived by the Adviser and ICM. In addition, the Board
discussed and reviewed the terms and provisions of the Proposed Advisory
Agreement and the Proposed Sub-Advisory Agreement. The Board specifically
noted that, other than the dates of execution, effectiveness and termination,
the terms of each of the Proposed Agreements are the same, in all material re-
spects, as the terms of the corresponding Current Agreements. Specifically,
the Board noted that the fees and expenses payable under each of the Proposed
Agreements are identical to the fees and expenses presently in effect under
the corresponding Current Agreements.
The Board also took note of the terms of the Merger Agreement and the effect
of the addition of the substantial resources of AIM and its affiliated compa-
nies to the INVESCO group, including the reputation, experience, personnel,
resources, financial condition and performance of A I M Advisors, Inc. The
Board considered the statements made by representatives of INVESCO and AIM
that the capabilities of the Adviser and the Sub-Adviser would not be ad-
versely affected by the Merger and could be enhanced by the resources of AIM,
although there was no assurance of the Adviser or Sub-Adviser obtaining any
particular benefits.
Based upon the Trustees' review and the evaluations of the materials they
received, and in consideration of all factors deemed relevant to them, the
Trustees determined that each of the Proposed Agreements is fair, reasonable
and in the best interests of the Company, the Funds and their shareholders.
ACCORDINGLY, THE BOARD, INCLUDING ALL OF THE INDEPENDENT TRUSTEES PRESENT AT
THE APPLICABLE MEETING, APPROVED EACH OF THE PROPOSED AGREEMENTS AND VOTED TO
RECOMMEND THAT ALL SHAREHOLDERS VOTE TO APPROVE THE PROPOSED ADVISORY AGREE-
MENT AND THAT SHAREHOLDERS OF EACH OF THE FUNDS VOTE TO APPROVE THE PROPOSED
SUB-ADVISORY AGREEMENT.
THE PROPOSED ADVISORY AND SUB-ADVISORY AGREEMENT
If shareholders of each of the Funds approve the Proposed Advisory Agreement
and the Proposed Sub-Advisory Agreement, the Proposed Agreements will become
effective immediately after the closing of the Merger. This summary of the
Proposed Agreements is qualified in its entirety by reference to the form of
such agreements attached to this Proxy Statement as Exhibits A.1. and A.2.
Each of the Proposed Agreements will remain in effect, unless earlier termi-
nated, for an initial term expiring two years from the Closing Date. As previ-
ously discussed, the sole purpose of entering into the Proposed Advisory
Agreement and the Proposed Sub-Advisory Agreement is to enable IFG to continue
to serve as the investment adviser to the Company and to enable ICM to con-
tinue to serve as sub-adviser to the Funds, after termination of each of the
Current Agreements by virtue of the "assignment" of such agreements that could
result from the Merger. THE MATERIAL TERMS AND PROVISIONS OF EACH OF THE PRO-
POSED AGREEMENTS, OTHER THAN THEIR RESPECTIVE EFFECTIVE AND TERMINATION DATES,
ARE THE SAME, IN ALL SUBSTANTIVE RESPECTS, AS THOSE OF THE CORRESPONDING CUR-
RENT AGREEMENTS, EACH OF WHICH IS SUMMARIZED BELOW.
THE CURRENT ADVISORY AGREEMENT
The Current Advisory Agreement, dated October 30, 1990, was unanimously ap-
proved on October 16, 1990, by a vote cast in person by a majority of the
Trustees, including a majority of the Independent Trustees. On December 28,
1990, the holders of a majority of the then-outstanding voting securities of
each Fund approved the Current Advisory Agreement for an initial term expiring
on October 30, 1992. The continuation of the Current Advisory Agreement until
April 30, 1997, was approved by the Trustees, including a majority of the In-
dependent Trustees, at a meeting of the Trustees held on April 30, 1996,
called for the purpose of approving the Current Advisory Agreement.
8
<PAGE>
The Current Advisory Agreement may be continued from year to year as to each
Fund as long as each such continuance is approved at least annually by the
Board, or by a vote of the holders of a majority of the then-outstanding vot-
ing securities (as defined below under "Vote Required") of the Funds. Any such
continuance also must be approved by a majority of the Independent Trustees of
the Company at a meeting called for the purpose of voting on such continuance.
Upon sixty (60) days' written notice, the Current Advisory Agreement may be
terminated at any time without penalty by a majority of the then-outstanding
voting securities of the Company, or with respect to a particular Fund, by a
majority of the then-outstanding voting securities of that Fund, or by IFG. As
discussed earlier, the Current Advisory Agreement terminates automatically in
the event of its "assignment" under the 1940 Act.
The Current Advisory Agreement provides that the Adviser shall (either di-
rectly or by delegation to a sub-adviser) maintain a continuous investment
program for the Company and each of the Funds that is consistent with the
Company's and the Funds' respective investment objectives and policies as set
forth in the Company's registration statement (the "Registration Statement")
and prospectuses and statements of additional information of each of the Funds
(the "Prospectus" and the "SAI") as in effect from time to time under the 1940
Act and the Securities Act of 1933, as amended. In the performance of such du-
ties, the Adviser shall, among other things: (i) manage the investment and re-
investment of the assets of the Company and the Funds; (ii) determine what se-
curities are to be purchased or sold for the Company and the Funds and place,
or arrange for the placement of, all orders for such transactions; (iii) fur-
nish the Company and the Funds with investment analysis and research, reviews
of current economic conditions and trends and considerations respecting long-
range investment policies; (iv) make recommendations as to the manner in which
rights pertaining to the Funds' portfolio securities should be exercised; (v)
calculate the net asset value of each Fund as required by the 1940 Act; (vi)
furnish requisite office space, equipment and facilities as may reasonably be
requested by the Company from time to time; and (vii) maintain the Company's
accounts and records and prepare all requisite corporate documents such as tax
returns and reports to the Securities and Exchange Commission and Company
shareholders. Except to the extent assumed by IFG under the Current Advisory
Agreement or required by law, expenses incurred in connection with the opera-
tions and organization of the Funds are borne by the Funds.
As full compensation for its advisory services to the Company, IFG receives
a monthly fee. The fee is based upon a percentage of each Fund's average net
assets, determined daily. With respect to the Intermediate Government Bond
Fund, the fee is calculated at the annual rate of: 0.60% of the first $500
million of the Fund's average net assets; 0.50% of the next $500 million of
the Fund's average net assets; and 0.40% of the Fund's average net assets over
$1 billion. With respect to each of the Total Return Fund and the Value Equity
Fund, the fee is calculated at the annual rate of: 0.75% of the first $500
million of the Fund's average net assets; 0.65% of the next $500 million of
the Fund's average net assets; and 0.50% of the Fund's average net assets over
$1 billion.
For the fiscal year ended August 31, 1996, the Intermediate Government Bond
Fund, the Total Return Fund and the Value Equity Fund each paid to IFG total
advisory fees of $235,160, $6,025,905 and $1,382,049, respectively. The net
assets, at August 31, 1996, of each Fund totaled $39,961,428, $1,032,151,158
and $200,045,658, respectively.
The Current Advisory Agreement provides that IFG shall not be liable for any
error of judgment, mistake of law, any loss arising out of any investment, or
for any other act or omission in the performance of its obligations under the
Current Advisory Agreement not involving willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations under such Agreement.
9
<PAGE>
THE CURRENT SUB-ADVISORY AGREEMENT
The Current Sub-Advisory Agreement, dated October 30, 1990, was unanimously
approved on October 16, 1990 by a majority of the Trustees, including a major-
ity of the Independent Trustees. On December 28, 1990, a majority of the out-
standing voting securities of each Fund approved the Current Sub-Advisory
Agreement for an initial term expiring on October 30, 1992. The continuation
of the Current Sub-Advisory Agreement until April 30, 1997, was approved by
the Trustees, including a majority of the Independent Trustees, at a meeting
of the Trustees held on April 30, 1996, called for the purpose of approving
the Current Sub-Advisory Agreement.
The Current Sub-Advisory Agreement may be terminated at any time without
penalty by IFG, the Board, a vote of a majority of the then-outstanding voting
securities of the respective Fund or by ICM. Termination by IFG or ICM re-
quires sixty (60) days' written notice to the other party and to the Company.
The Current Sub-Advisory Agreement provides that ICM, as sub-adviser to the
Funds, subject to the supervision of IFG and the Board, shall maintain a con-
tinuous investment program for the Funds that is consistent with each Fund's
respective investment objectives and policies as set forth in the Company's
Registration Statement and in the Fund's Prospectus and SAI. In the perfor-
mance of such duties, the Sub-Adviser is obligated to provide each Fund with
the same services as those set forth above in clauses (i) through (iv) with
respect to the services provided to the Company and the Funds by the Adviser.
The Current Sub-Advisory Agreement provides that as compensation for its
services, ICM shall receive from IFG, at the end of each month, a fee based
upon each Fund's average net assets, determined daily. With respect to the In-
termediate Government Bond Fund, the fee is calculated at the annual rate of:
0.16% of the first $500 million of the Fund's average net assets; 0.13% of the
next $500 million of the Fund's average net assets; and 0.11% of the Fund's
average net assets over $1 billion. With respect to each of the Total Return
Fund and the Value Equity Fund, the fee is calculated at the annual rate of:
0.20% of the first $500 million of the Fund's average net assets; 0.17% of the
next $500 million of the Fund's average net assets; and 0.13% of the Fund's
average net assets over $1 billion. The sub-advisory fees are paid by IFG, and
not by the Funds or their shareholders.
Under the Current Sub-Advisory Agreement, the Sub-Adviser shall not be lia-
ble for any error of judgment, mistake of law or for any loss arising out of
sub-advisory services rendered pursuant to such Agreement, except losses aris-
ing from the Sub-Adviser's willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties under such Agreement.
INFORMATION CONCERNING ADVISER AND AFFILIATED COMPANIES
IFG, a Delaware corporation, serves as the Company's investment adviser. IFG
is a wholly-owned subsidiary of INVESCO North American Holdings, Inc.
("INAH"), 1315 Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an in-
direct wholly-owned subsidiary of INVESCO./1/ The corporate headquarters of
INVESCO are located at 11 Devonshire Square, London EC2M 4YR, England. IFG's
offices are located at 7800 East Union Avenue, Denver, Colorado 80237. IFG
currently serves as investment adviser of 14 open-end investment companies
having aggregate net assets of $13.4 billion. Exhibit B to this Proxy State-
ment includes a list of investment companies, including the Company, for which
the Adviser or the Sub-Adviser provides advisory services and which have simi-
lar investment objectives to those of the Funds, and sets forth the net assets
of and advisory fees payable by such companies.
- ----------------
/1/The intermediary companies between INAH and INVESCO 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.
10
<PAGE>
The principal executive officer and directors of IFG and their principal oc-
cupations are:
Dan J. Hesser, Chairman of the Board, President, Chief Executive Offi-
cer; Brian N. Minturn, Executive Vice President and Director; Frank M.
Bishop, Director, also, President and Chief Operating Officer of INVESCO,
Inc.; Samuel T. DeKinder, Director, also, Institutional Marketing Manager
of INVESCO North America; Hubert L. Harris, Jr., Director, also, President
of INVESCO Services, Inc., Director of INVESCO, Chief Executive Officer of
INVESCO Individual Services Group; Robert J. O'Connor, Director, also,
Chief Executive Officer and President of INVESCO Retirement Plan Services,
a division of IFG; and R. Dalton Sim, Director, also, President and Direc-
tor of ITC.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237, with the exception of the address of
Messrs. Bishop, DeKinder and Harris, which is 1315 Peachtree Street, N.E., At-
lanta, Georgia 30309 and Mr. O'Connor, whose address is 1355 Peachtree Street,
N.E., Atlanta, Georgia 30309.
IFG also acts as the Company's Distributor. Pursuant to an Administrative
Services Agreement between the Company and IFG, IFG also provides administra-
tive services to the Company, including sub-accounting and recordkeeping serv-
ices and functions. During the fiscal year ended August 31, 1996, the Company
paid IFG total compensation of $191,143 in payment of such services ($15,879,
$137,623 and $37,641 of such compensation was paid IFG by the Intermediate
Government Bond Fund, the Total Return Fund and the Value Equity Fund, respec-
tively).
During the fiscal year ended August 31, 1996, the Company paid IFG, which
also serves as the Company's registrar, transfer agent and dividend disbursing
agent, total compensation of $1,391,761 for such services ($156,123, $953,383
and $282,255 of such compensation was paid IFG by the Intermediate Government
Bond Fund, the Total Return Fund and the Value Equity Fund, respectively).
Once the Merger is consummated and the Proposed Agreements are approved, IFG
fully intends to continue to provide the same level, quality and nature of the
foregoing services to the Company and its Funds as are currently being provid-
ed.
INFORMATION CONCERNING SUB-ADVISER
INVESCO Capital Management, Inc. ("ICM"), 1315 Peachtree Street, N.E., At-
lanta, Georgia 30309, is a wholly-owned subsidiary of INVESCO North American
Holdings, Inc. ("INAH"). INAH's offices are located at 1315 Peachtree Street,
N.E., Suite 500, Atlanta, Georgia 30309. IFG, as investment adviser, has con-
tracted with ICM for investment advisory and research services on behalf of
the Intermediate Government Bond Fund, the Total Return Fund and the Value Eq-
uity Fund. ICM has the primary responsibility for providing portfolio invest-
ment management services to these Funds. ICM also acts as adviser to the
INVESCO Treasurer's Series Trust and as sub-adviser to the INVESCO Advisor
Funds, Inc. and the INVESCO Variable Investment Funds, Inc. and offers invest-
ment services to U.S. institutions and wealthy individuals.
The principal executive officer and directors of ICM and their principal oc-
cupations are:
Wendell M. Starke, Chairman of the Board and Chief Investment Officer,
also, Chairman of the Board of INVESCO, Inc.; Edward C. Mitchell, Jr.,
President; Frank M. Bishop, Vice President and Director, also, President
and Chief Executive Officer of INVESCO, Inc.; Thomas W. Norwood, Vice
President and Director; Donald B. Sallee, Vice President and Director;
George W. Herring, Vice President and Director; Thomas L. Shields, Vice
President and Director; and Stephen A. Dana, Vice President and Director.
11
<PAGE>
The address of each of the foregoing officers and directors is 1315
Peachtree Street, N.E., Atlanta, Georgia 30309.
VOTE REQUIRED
As provided under the 1940 Act, approval of the Proposed Advisory Agreement
and the Proposed Sub-Advisory Agreement will require the affirmative vote of a
majority of the outstanding shares of each Fund voting separately as a class.
Such a majority is defined in the 1940 Act as the lesser of: (a) 67% or more
of the shares present at such meeting, if the holders of more than 50% of the
outstanding shares of each Fund are present or represented by proxy, or (b)
more than 50% of the total outstanding shares of each Fund.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES, RECOMMEND
THAT ALL OF THE COMPANY'S SHAREHOLDERS VOTE TO APPROVE THE PROPOSED ADVISORY
AGREEMENT BETWEEN THE COMPANY AND IFG AND THAT SHAREHOLDERS OF EACH OF THE
FUNDS APPROVE THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN IFG AND ICM.
PROPOSAL 2: ELECTION OF TRUSTEES OF THE COMPANY
The Company currently has eleven Trustees. Vacancies on the Board are gener-
ally filled by appointment by the remaining Trustees. However, the 1940 Act
provides that vacancies may not be filled by Trustees unless thereafter at
least two-thirds of the Trustees shall have been elected by shareholders. To
enable the requirement to be met in the future without the necessity of call-
ing additional shareholder meetings, shareholders are being asked at this
Meeting to elect the current eleven Trustees to hold office until the next
meeting of shareholders or until their successors are elected and qualified.
Under the provisions of the Company's by-laws, as permitted by Massachusetts
law, the Company does not anticipate holding annual shareholder meetings.
Thus, the Trustees will be elected for indefinite terms.
Seven of the current Trustees are "Independent Trustees," i.e., Trustees who
are not "interested persons" of the Company, as that term is defined in the
1940 Act. The nominees for election as Trustees have been proposed by the
Trustees now serving or, in the case of nominees for positions as Independent
Trustees, by the Independent Trustees now serving. It is possible that the
Board will consider the election of one additional Independent Trustee at its
February 1997 meeting.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Company that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all val-
idly executed proxies for the election of the nominees named below. All of the
nominees have consented to being named in this Proxy Statement and to serve,
if elected, and no circumstances now known will prevent any of the nominees
from serving. If any nominee should be unable or unwilling to serve, the proxy
will be voted for a substitute nominee proposed by the present Trustees or in
the case of an Independent Trustee nominee, by the Independent Trustees.
12
<PAGE>
Set forth below is information concerning the nominees for Trustees to be
elected at this Meeting:
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, TRUSTEE OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Charles W. Brady*(3),(5),(6) Chairman of the Board of the Company. 1993
Age 61 Chief Executive Officer and Director
of INVESCO and of various subsidiaries
thereof; Chairman of the Board of
INVESCO Advisor Funds, Inc. ("Advisor
Funds"), INVESCO Treasurer's Series
Trust ("Treasurer's Series Trust") and
The Global Health Sciences Fund
("GHSF").
Dan J. Hesser*(3),(5) President, Chief Executive Officer and 1993
Age 56 Trustee of the Company. Chairman of
the Board, President and Chief Execu-
tive Officer of IFG; Director of ITC;
Trustee of GHSF; Chairman and Director
of Britannia North American Holdings,
Inc.
Fred A. Deering(2),(3),(5) Vice Chairman of the Board of the Com- 1993
Age 68 pany. Vice Chairman of Advisor Funds
and Treasurer's Series Trust; Trustee
of GHSF; formerly, Chairman of the Ex-
ecutive Committee and Chairman of the
Board of Security Life of Denver In-
surance Company, Denver, Colorado; Di-
rector of ING America Life Insurance
Company, Urbaine Life Insurance Com-
pany and Midwestern United Life Insur-
ance Company.
Dr. Victor L. Andrews(4),(6) Trustee of the Company. Professor 1993
Age 66 Emeritus, Chairman Emeritus and Chair-
man of the CFO Roundtable of the De-
partment of Finance of Georgia State
University, Atlanta, Georgia; Presi-
dent, Andrews Financial Associates,
Inc. (consulting firm); formerly, mem-
ber of the faculties of the Harvard
Business School and the Sloan School
of Management of MIT. Dr. Andrews is
also a Director of The Southeastern
Thrift and Bank Fund, Inc., Sheffield
Total Return Fund and Sheffield Inter-
mediate-Term Bond Fund.
Bob R. Baker(3),(4),(5) Trustee of the Company. President and 1993
Age 60 Chief Executive Officer of AMC Cancer
Research Center, Denver, Colorado,
since January 1989.
Lawrence H. Budner(2),(6) Trustee of the Company. Trust Consul- 1993
Age 66 tant; prior to June 30, 1987, Senior
Vice President and Senior Trust Offi-
cer of InterFirst Bank, Dallas, Texas.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, TRUSTEE OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Daniel D. Chabris(2),(3),(5) Trustee of the Company. Financial Con- 1993
Age 73 sultant; Assistant Treasurer of Colt
Industries Inc., New York, New York,
from 1966 to 1988.
A. D. Frazier, Jr.*(4) Trustee of the Company. Executive Vice 1995
Age 52 President of INVESCO; from 1991 to
1996, Senior Executive Vice President
and Chief Operating Officer of the At-
lanta Committee for the Olympic Games;
Trustee of GHSF; Director of Charter
Medical Corp.
Hubert L. Harris, Jr.* Trustee of the Company. Chairman of 1996
Age 53 the Board and Chief Executive Officer
of INVESCO Services, Inc.; Chief Exec-
utive Officer of INVESCO Individual
Services Group; Director of INVESCO;
President, Chief Executive Officer and
Chief Financial Officer of Advisor
Funds; President and Trustee of GHSF;
Trustee of Treasurer's Series Trust;
and President of the Georgia Institute
of Technology Alumni Association and
member of the Alumni Board of Trustees
thereof.
Kenneth T. Trustee of the Company. Formerly, 1993
King(3),(4),(5),(6) Chairman of the Board of The Capitol
Age 71 Life Insurance Company, Providence
Washington Insurance Company, and Di-
rector of numerous subsidiaries
thereof in the U.S.; formerly, Chair-
man of the Board of The Providence
Capitol Companies in the United King-
dom and in Guernsey; Chairman of the
Board of the Symbion Corporation (a
high technology company) until 1987.
John W. McIntyre(2) Trustee of the Company. Retired; for- 1995
Age 66 merly, Vice Chairman of the Board of
Directors of The Citizens and Southern
Corporation and Chairman of the Board
and Chief Executive Officer of The
Citizens and Southern Georgia Corp.
and Citizens and Southern National
Bank; Director of Golden Poultry Co.,
Inc.; Trustee of GHSF and of Gables
Residential Trust.
</TABLE>
(1) As interpreted by the Securities and Exchange Commission, a security is
beneficially owned by a person if that person has or shares voting power
or investment power with respect to the security. The persons listed
have partial or complete voting and investment power with respect to
their respective Fund shares.
(2) Member of Audit Committee.
(3) Member of Executive Committee.
14
<PAGE>
(4) Member of Management Liaison Committee.
(5) Member of Valuation Committee.
(6) Member of Compensation Committee.
* Because of his affiliation with INVESCO, with the Company's investment
adviser or with companies affiliated with INVESCO, this individual is
deemed to be an "interested person" of the Company as that term is de-
fined in the 1940 Act.
As discussed above under Proposal No. 1, the terms of the Merger Agreement
require that immediately after the Merger is effected, 75% of the members of
the Board not be "interested persons" of the Company, as that term is defined
in the 1940 Act. As noted above, seven of the current Trustees (63%) are Inde-
pendent Trustees. Thus, the composition of the Board you are being asked to
elect would not meet the 75% requirement. Therefore, prior to the closing of
the Merger, it is the current intention that a sufficient number of "interest-
ed" Trustees would resign from the Board so that the Board would be in compli-
ance with the 75% requirement at the time the Merger is effected.
The committees of the Board are the compensation committee, executive com-
mittee, audit committee, management liaison committee and valuation committee.
The Company does not have a nominating committee. During the intervals between
the meetings of the Board, and except for certain powers which, under applica-
ble law and/or the Company's by-laws, may only be exercised by the full Board,
the executive committee may exercise all powers and authority of the Board in
the management of Company business. All decisions are subsequently submitted
for ratification by the full Board. The audit committee, consisting of four
Independent Trustees, meets periodically with the Company's independent ac-
countants and the executive officers of the Company. This committee reviews
the accounting principles being applied by the Company 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 past fiscal
year, the Board met four times, the audit committee met five times, the man-
agement liaison committee met four times and the compensation committee met
once. During the Company's last fiscal year, each trustee nominee attended 75%
or more of the aggregate of the Board meetings and meetings of the committees
of the Board on which he served.
The Company pays its Independent Trustees the trustees' fees and board vice
chairman and committee chairmen fees described below and reimburses Indepen-
dent Trustees for travel expenses incurred in attending meetings. Messrs.
Brady, Harris, Hesser and, as of November 1, 1996, Frazier, as "interested
persons" of the Company and of other funds in the INVESCO Fund Complex,/2/ re-
ceive compensation and are reimbursed for travel expenses incurred in attend-
ing meetings as officers or employees of IFG or of its affiliated companies,
but do not receive any directors' or trustees' fees or other compensation from
the Company or from other companies in the INVESCO Fund Complex for their
services as Trustees.
The following table sets forth, for the fiscal year ended August 31, 1996:
the compensation paid by the Company to its seven current Independent Trustees
(and to Mr. Frazier, for the period before he became an employee of INVESCO on
November 1, 1996) for services rendered in their capacities as Trustees of the
- ----------------
/2/The following investment companies comprise the INVESCO Fund Complex:
INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerg-
ing Opportunity Funds, Inc., INVESCO Growth Fund, Inc., INVESCO Income
Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International
Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple Asset Funds,
Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc.,
INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust, INVESCO Variable
Investment Funds, Inc. (collectively, the "IFG-Distributed Funds"); INVESCO
Advisor Funds, Inc.; The Global Health Sciences Fund; and INVESCO Treasur-
er's Series Trust.
15
<PAGE>
Company; the benefits accrued as Company expenses with respect to the Defined
Benefit Deferred Compensation Plan discussed below; and the estimated annual
benefits to be received by these Trustees upon retirement as a result of their
service to the Company. In addition, the table sets forth the total compensa-
tion paid by all of the mutual funds in the INVESCO Fund Complex to these
Trustees for services rendered in their capacities as directors or trustees
during the year ended December 31, 1995. As of December 31, 1995, there were 48
funds in the INVESCO Fund Complex.
<TABLE>
<CAPTION>
PENSION / TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM INVESCO
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID
NAME AND POSITION THE COMPANY(1) COMPANY EXPENSES(2) RETIREMENT(3) TO TRUSTEES(1)
----------------- ----------------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice 5,670 1,469 1,222 87,350
Chairman of the Board
Victor L. Andrews, 5,221 1,294 1,348 68,000
Trustee
Bob R. Baker, Trustee 5,314 1,334 1,806 73,000
Lawrence H. Budner, 5,083 1,388 1,348 68,350
Trustee
Daniel D. Chabris, 5,338 1,584 958 73,350
Trustee
A. D. Frazier, Jr., 4,981 0 0 63,500
Trustee(4)
Kenneth T. King, 5,267 1,525 1,109 70,000
Trustee
John W. McIntyre, 5,005 0 0 67,850
Trustee(4)
------ ------ ----- -------
TOTAL 41,879 8,594 7,791 571,400
====== ====== ===== =======
% OF NET ASSETS 0.0033%(5) 0.0007%(5) 0.0043%(6)
</TABLE>
(1) The vice chairman of the Board, the chairmen of the audit, management
liaison and compensation committees, and the members of the audit, man-
agement liaison, executive and valuation committees receive compensation
for serving in such capacities in addition to the compensation paid to
all Independent Trustees.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the Trustees.
(3) These amounts represent the Company's share of the estimated annual ben-
efits payable by the INVESCO Fund Complex (excluding GHSF, which does
not participate in any retirement plan) upon the Trustees' retirement,
calculated using the current method of allocating director compensation
among the funds in the INVESCO Fund Complex. These estimated benefits
assume retirement at age 72 and that the basic
16
<PAGE>
retainer payable to the Trustees will be adjusted periodically for infla-
tion, for increases in the number of funds in the INVESCO Fund Complex,
and for other reasons during the period in which retirement benefits are
accrued on behalf of the respective Trustees. This results in lower esti-
mated benefits for Trustees who are closer to retirement and higher esti-
mated benefits for Trustees who are further from retirement. With the ex-
ception of Messrs. Frazier and McIntyre, each of these Trustees has
served as a director/trustee of one or more of the funds in the INVESCO
Fund Complex for the minimum five-year period required to be eligible to
participate in the Defined Benefit Deferred Compensation Plan.
(4) Messrs. Frazier and McIntyre began serving as Trustees of the Company on
April 19, 1995.
(5) Total as a percentage of the Company's net assets as of August 31, 1996.
(6) Total as a percentage of the net assets of the INVESCO Fund Complex as
of December 31, 1995.
The officers of the Company, all of whom are officers and employees of, and
paid by, IFG, are responsible for the day-to-day administration of the Company
and of each of the Funds. The investment adviser for each Fund has the primary
responsibility for making investment decisions on behalf of that Fund. These
investment decisions are reviewed by the IFG investment committee.
All of the officers and Trustees of the Company hold comparable positions
with each of the IFG-Distributed Funds. In addition, all of the Trustees of
the Company are also directors of INVESCO Advisor Funds, Inc. (formerly known
as The EBI Funds, Inc.); and, with the exception of Mr. Hesser, trustees of
INVESCO Treasurer's Series Trust.
VOTE REQUIRED
The Trustees must be elected by a majority of the votes present at the Meet-
ing in person or by proxy and entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE TO
ELECT ALL OF THE NOMINEES LISTED ABOVE.
PROPOSAL 3: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of the Company, including a majority of its Independent Trust-
ees, have selected Price Waterhouse LLP to continue to serve as independent
accountants of the Company for the fiscal year ending August 31, 1997, subject
to ratification by the Company's shareholders. This firm has no direct finan-
cial interest or material indirect financial interest in the Company. Repre-
sentatives of this firm 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 following summarizes Price Waterhouse LLP's audit services for the fis-
cal year ended August 31, 1996: audit of annual financial statements; prepara-
tion of the Company's federal and state income tax returns; preparation of the
Company's federal excise tax return; consultation with the Company's audit
committee; and routine consultation on financial accounting and reporting mat-
ters.
The Board authorized all services performed by Price Waterhouse LLP on be-
half of the Company. In addition, the Board annually reviews the scope of
services to be provided by Price Waterhouse LLP and considers the effect, if
any, that performance of any non-audit services might have on audit indepen-
dence.
17
<PAGE>
An audit committee, consisting of four Independent Trustees, meets periodi-
cally with the Company's independent accountants to review accounting and re-
porting requirements.
VOTE REQUIRED
The ratification of the selection of the independent accountants must be ap-
proved by a majority of the shares present at the Meeting in person or by
proxy and entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE IN
FAVOR OF PROPOSAL 3.
OTHER BUSINESS
The management of the Company has no business to bring before the Meeting
other than the matters described above. Should any other business be presented
at the Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Company 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 propos-
als to the Secretary of the Company, 7800 East Union Avenue, Denver, Colorado
80237. The Company has not received any shareholder proposals to be presented
at this Meeting.
By Order of the Board of Trustees,
/s/ Glen A. Payne
Glen A. Payne
Secretary
December 26, 1996
18
<PAGE>
EXHIBIT A.1.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in Atlanta, Georgia,
by and between INVESCO Funds Group, Inc. ("INVESCO"), a Delaware corporation,
and INVESCO Value Trust, an unincorporated business trust under the laws of
the Commonwealth of Massachusetts (the "Trust").
WITNESSETH:
WHEREAS, the Trust is an unincorporated business trust under the laws of the
Commonwealth of Massachusetts; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end manage-
ment investment company and has one class of shares (the "Shares"), which is
divided into two or more series, each representing an interest in a separate
portfolio of investments (such series initially being the INVESCO Value Equity
Fund, INVESCO Total Return Fund, and INVESCO Intermediate Government Bond Fund
(collectively, the "Funds")); and
WHEREAS, the Trust desires that INVESCO manage its investment operations and
INVESCO desires to manage said operations;
NOW, THEREFORE, in consideration of these premises and of the mutual cove-
nants and agreements hereinafter contained, the parties hereto agree as fol-
lows:
1. Investment Management Services. INVESCO hereby agrees to manage the in-
vestment operations of the Funds in the Trust, subject to the supervision of
the Trust's trustees (the "Trustees"). Unless performance of these services is
the subject of a separate Administrative Service Agreement between the Trust
and INVESCO or an affiliate thereof, INVESCO agrees to perform, or arrange for
the performance of, the following specific services for the Trust and each
Fund:
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, by the Trust and by each Fund of the Trust;
(b) to maintain a continuous investment program for the Trust and each
Fund of the Trust, consistent with (i) the Fund's and Trust's investment
policies as set forth in the Trust's Declaration of Trust, By-laws, Regis-
tration Statement, as from time to time amended, under the Investment Com-
pany Act of 1940, as amended (the "1940 Act"), and in any prospectus
and/or statement of additional information of the Trust or of any Series
of the Trust, as from time to time amended and in use under the Securities
Act of 1933, as amended, and (ii) the Trust's status as a regulated in-
vestment company under the Internal Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Trust and for each Fund, unless otherwise directed by the Trustees of the
Trust, and to execute transactions accordingly;
(d) to provide to the Trust and to each Fund the benefit of all of the
investment analyses and research, the reviews of current economic condi-
tions and trends, and the consideration of long-range investment policy
now or hereafter generally available to investment advisory customers of
INVESCO;
(e) to determine what portion of each of the Trust's Funds should be in-
vested in common stocks, preferred stocks, Government obligations, commer-
cial paper, certificates of deposit, bankers' acceptances, variable amount
notes, corporate debt obligations, and any other authorized securities;
A.1.-1
<PAGE>
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Trust action and any other rights pertaining to each
Fund's portfolio securities shall be exercised; and
(g) to calculate the net asset value of each of the Funds of the Trust,
as applicable, as required by the 1940 Act, subject to such procedures as
may be established from time to time by the Trust's Trustees, based upon
the information provided to INVESCO or by the custodian, co-custodian or
sub-custodian of the Trust's assets (the "Custodian") or such other source
as designated by the Trustees from time to time.
With respect to execution of transactions for the Trust and for each Fund,
INVESCO shall place, or arrange for the placement of, all orders for the pur-
chase or sale of portfolio securities with brokers or dealers selected by
INVESCO. In connection with the selection of such brokers or dealers and the
placing of such orders, INVESCO is directed at all times to obtain for the
Trust and for each Fund the most favorable execution and price; after fulfill-
ing this primary requirement of obtaining the most favorable execution and
price, INVESCO is hereby expressly authorized to consider as secondary factor
in selecting brokers or dealers with which such orders may be placed whether
such firms furnish statistical, research and other information or services to
INVESCO. Receipt by INVESCO of any such statistical or other information and
services should not be deemed to give rise to any requirement for adjustment
of the advisory fee payable pursuant to paragraph 3 hereof. INVESCO may follow
a policy of considering sales of shares of the Funds of the Trust as a factor
in the selection of broker/dealers to execute portfolio transactions, subject
to the requirements of best execution discussed above.
INVESCO shall for all purposes herein provided be deemed to be an indepen-
dent contractor.
2. Allocation of Costs and Expenses. INVESCO shall reimburse the Trust
monthly for any salaries paid by the Trust to officers, Trustees and full-time
employees of the Trust who also are officers, general partners or employees of
INVESCO or its affiliates. Unless such services are the subject of a separate
Administrative Service Agreement between the Trust and INVESCO or an affiliate
thereof, at the Trust's request, INVESCO will furnish to the Trust, at the ex-
pense of INVESCO, such competent executive, statistical, administrative, in-
ternal accounting and clerical services as may be required in the judgment of
the Trustees of the Trust. These services will include, among other things,
the maintenance (but not preparation) of the Trust's and Fund's, as applica-
ble, accounts and records, and the preparation (apart from legal and account-
ing costs) of all requisite corporate documents such as tax returns and re-
ports to the Securities and Exchange Commission and Trust shareholders.
INVESCO also will furnish, at INVESCO's expense, such office space, equipment
and facilities as may be reasonably requested by the Trust from time to time.
Except to the extent expressly assumed by INVESCO herein and except to the
extent required by law to be paid by INVESCO, the Trust shall pay all cost and
expenses in connection with its operations and organization. Without limiting
the generality of the foregoing, such costs and expenses payable by the Trust
include the following:
(a) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Trust or any Fund in connection with securities transac-
tions to which the Trust or any Fund is a party or in connection with se-
curities owned by the Trust or any Fund;
(b) the fees, charges and expenses of any independent public accoun-
tants, custodian, depository, dividend disbursing agent, dividend rein-
vestment agent, transfer agent, registrar, independent pricing services
and legal counsel for the Trust or for any Fund;
(c) the interest on indebtedness, if any, incurred by the Trust or any
Fund;
(d) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Trust or any Fund to fed-
eral, state, county, city, or other governmental agents;
A.1.-2
<PAGE>
(e) the fees and expenses involved in maintaining the registration and
qualification of the Trust and its shares under laws administered by the
Securities and Exchange Commission or under other applicable regulatory
requirements, including the preparation and printing of prospectuses and
statements of additional information;
(f) the compensation and expenses of its Trustees;
(g) the costs of printing and distributing reports, notices of share-
holders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Trust's shareholders, as well as all expenses of shareholders' meetings
and Trustees' meetings;
(h) all costs, fees or other expenses arising in connection with the or-
ganization and filing of the Trust's Declaration of Trust, including its
initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any state and the
approval of the Trust's operations by any other federal or state authori-
ty;
(i) the expenses of repurchasing and redeeming shares of the Trust;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing certificates repre-
senting shares of beneficial interest of the Trust;
(l) extraordinary expenses, including fees and disbursements of counsel,
in connection with litigation by or against the Trust or any Fund;
(m) premiums for the fidelity bond maintained by the Trust pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder; and
(n) association and institute dues.
3. Compensation of INVESCO. For the services to be rendered and the charges
and expenses to be assumed by INVESCO hereunder, the Trust shall pay to
INVESCO an advisory fee which will be computed on a daily basis and paid as of
the last day of each month, using for each daily calculation the most recently
determined net asset value of each Fund of the Trust, as determined by valua-
tions made in accordance with the Trust's procedures for calculating each
Fund's net asset value. On an annual basis, the advisory fee applicable to
each of the Funds shall be as follows:
(a) INVESCO Value Equity Fund: 0.75% of the average net asset value of
net assets up to $500 million; 0.65% of the average net asset value for
net assets in excess of $500 million but not more than $1 billion; and
0.50% of the average net asset value for net assets in excess of $1 bil-
lion;
(b) INVESCO Total Return Fund: 0.75% of the average net asset value of
net assets up to $500 million; 0.65% of the average net asset value for
net assets in excess of $500 million but not more than $1 billion; and
0.50% of the average net asset value for net assets in excess of $1 bil-
lion; and
(c) INVESCO Intermediate Government Bond Fund: 0.60% of the average net
asset value of net assets up to $500 million; 0.50% of the average net as-
set value of net assets in excess of $500 million but not more than $1
billion; and 0.40% of the average net asset value of net assets in excess
of $1 billion.
However, no such fee shall be paid to INVESCO with respect to any assets of
the Trust or of any Fund which may be invested in any other investment company
for which INVESCO serves as investment adviser. The fee
A.1.-3
<PAGE>
provided for hereunder shall be prorated in any month in which this Agreement
is not in effect for the entire month.
If, in any given year, the sum of the Fund's expenses exceeds the most re-
strictive state imposed annual expense limitation, INVESCO will be required to
reimburse such Fund for such excess expenses promptly. Interest, taxes and ex-
traordinary items such as litigation costs are not deemed expenses for pur-
poses of this paragraph and shall be borne by the Trust or particular Fund in
any event. Expenditures, including costs incurred in connection with the pur-
chase or sale of portfolio securities, which are capitalized in accordance
with generally accepted accounting principles applicable to investment compa-
nies, are accounted for as capital items and shall not be deemed to be ex-
penses for purposes of this paragraph.
4. Avoidance of Inconsistent Positions and Compliance with Laws. In connec-
tion with purchase or sales of securities for the investment portfolio of the
Trust or of any of the Funds, neither INVESCO nor its officers or employees
will act as a principal or agent for any party other than the Trust or appli-
cable Fund or receive any commissions. INVESCO will comply with all applicable
laws in acting hereunder including, without limitation, the 1940 Act; the In-
vestment Advisers Act of 1940, as amended; and all rules and regulations duly
promulgated under the foregoing.
5. Duration and Termination. This Agreement shall become effective as of the
date it is approved by a majority of the outstanding voting securities of each
applicable Fund of the Trust, and unless sooner terminated as hereinafter pro-
vided, shall remain in force for an initial term ending two years from the
date of execution, and from year to year thereafter, but only as long as such
continuance is specifically approved at least annually (i) by a vote of a ma-
jority of the outstanding voting securities of each applicable Fund of the
Trust or by the Trustees of the Trust, and (ii) by a majority of the Trustees
of the Trust who are not interested persons of INVESCO or the Trust by votes
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Trustees of the Trust, or by the vote of a
majority of the outstanding voting securities of the Trust or of the applica-
ble Fund, as the case may be, or by INVESCO. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the Se-
curities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the
terms and provisions of said order. In interpreting the provisions of this
paragraph 5, the definitions contained in Section 2(a) of the 1940 Act and the
applicable rules under the 1940 Act (particularly the definitions of "inter-
ested person," "assignment" and "vote of a majority of the outstanding voting
securities") shall be applied.
INVESCO agrees to furnish to the Trustees of the Trust such information on
an annual basis as may reasonably be necessary to evaluate the terms of this
Agreement.
Termination of this Agreement shall not affect the right of INVESCO to re-
ceive payments on any unpaid balance of the compensation described in para-
graph 3 earned prior to such termination.
6. Non-Exclusive Services. INVESCO shall, during the term of this Agreement,
be entitled to render investment advisory services to others, including, with-
out limitation, other investment companies with similar objectives to those of
the Trust or any Fund of the Trust. INVESCO may, when it deems such to be ad-
visable, aggregate orders for its other customers together with any securities
of the same type to be sold or purchased for the Trust or any Fund in order to
obtain best execution and lower brokerage commissions. In such event, INVESCO
shall allocate the shares so purchased or sold, as well as the expenses in-
curred in the transaction, in the manner it considers to be most equitable and
consistent with its fiduciary obligation to the Trust, any applicable Fund and
INVESCO's other customers.
A.1.-4
<PAGE>
7. Liability. INVESCO shall have no liability to the Trust or any Fund or to
the Trust's shareholders or creditors, for any error of judgment, mistake of
law, or for any loss arising out of any investment, nor for any other act or
omission, in the performance of its obligations to the Trust or any applicable
Funds not involving willful misfeasance, bad faith, gross negligence or reck-
less disregard of its obligations and duties hereunder.
8. Miscellaneous Provisions.
Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
Amendments Hereof. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the Trust and INVESCO, and no material amendment of this Agreement shall be
effective unless approved by the vote of a majority of the outstanding voting
securities of any Fund as to which such amendment is applicable; provided,
however, that this paragraph shall not prevent any immaterial amendment(s) to
this Agreement, which amendment(s) may be made without shareholder approval,
if such amendment(s) are made with the approval of (1) the Trustees and (2) a
majority of the Trustees of the Trust who are not interested persons of
INVESCO or the Trust.
Severability. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or invalidity
shall not affect the validity or enforceability of the remainder of this
Agreement.
Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define
or limit the size, extent or intent of this Agreement or any provision hereof.
Application of Colorado Law. This Agreement and the application and inter-
pretation hereof shall be governed exclusively by the laws of the State of
Colorado.
9. Trustee and Shareholder Liability.
INVESCO EXPRESSLY AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, OR IN LAW, THAT IT WILL LOOK SOLELY TO THE ASSETS OF THE TRUST FOR ANY
OBLIGATIONS OF THE TRUST HEREUNDER AND NOTHING HEREIN SHALL BE CONSTRUED TO
CREATE ANY PERSONAL LIABILITY OF ANY TRUSTEE OR ANY SHAREHOLDER OF THE TRUST.
INVESCO EXPRESSLY ACKNOWLEDGES THAT THE DECLARATION OF TRUST ESTABLISHING THE
INVESCO VALUE TRUST, DATED JULY 9, 1987, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (THE "DECLARATION"), IS ON FILE IN THE OFFICE OF THE SECRE-
TARY OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME INVESCO
VALUE TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT AS INDIVIDUALS OR PERSONALLY; AND NO TRUSTEE, SHAREHOLDER,
OFFICER, EMPLOYEE OR AGENT OF INVESCO VALUE TRUST SHALL BE HELD TO ANY PER-
SONAL LIABILITY, NOR SHALL RESORT BE HAD TO THEIR PRIVATE PROPERTY FOR THE
SATISFACTION OF ANY OBLIGATION OR CLAIM OR OTHERWISE, IN CONNECTION WITH THE
AFFAIRS OF SAID INVESCO VALUE TRUST, BUT THE "TRUST PROPERTY" (AS DEFINED IN
THE DECLARATION) ONLY SHALL BE LIABLE.
A.1.-5
<PAGE>
IN WITNESS WHEREOF, INVESCO and the Trust each has caused this Agreement to
be duly executed on its behalf by an officer thereunto duly authorized, the day
and year first above written.
INVESCO Funds Group, Inc.
By: _________________________________
President
ATTEST:
_____________________________________
Secretary
INVESCO VALUE TRUST
By: _________________________________
President
ATTEST:
_____________________________________
Secretary
A.1.-6
<PAGE>
EXHIBIT A.2.
SUB-ADVISORY AGREEMENT
AGREEMENT made this 28th day of February, 1997, by and between INVESCO Funds
Group, Inc. ("INVESCO"), a Delaware corporation, and INVESCO Capital Manage-
ment, Inc. ("ICM"), a Delaware corporation.
WITNESSETH:
WHEREAS, INVESCO VALUE TRUST (the "Trust") is engaged in business as a di-
versified, open-end management investment company registered under the Invest-
ment Company Act of 1940, as amended (hereinafter referred to as the "Invest-
ment Company Act") and has one class of shares (the "Shares"), which is di-
vided into two or more series (the "Series"), each representing an interest in
a separate portfolio of investments (the "Funds"); and
WHEREAS, the Shares of the Trust have, in fact, been divided into separate
Series, three such Series being the INVESCO Value Equity Fund (the "Equity
Fund"), the INVESCO Intermediate Government Bond Fund (the "Bond Fund"), and
the INVESCO Total Return Fund (the "Return Fund"), all such Series having sep-
arate portfolios of investments; and
WHEREAS, INVESCO and ICM are engaged principally in rendering investment ad-
visory services and are registered as investment advisers under the Investment
Advisers Act of 1940; and
WHEREAS, INVESCO has entered into an Investment Advisory Agreement with the
Trust (the "INVESCO Investment Advisory Agreement"), pursuant to which INVESCO
is required to provide investment advisory services to the Trust and the Funds
of the Trust; and
WHEREAS, ICM is willing to provide investment advisory services to the Ad-
viser in connection with the Trust's operations on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants hereinaf-
ter contained, INVESCO and ICM hereby agree as follows:
ARTICLE I
DUTIES OF ICM
INVESCO hereby employs ICM to act as investment adviser to the Adviser and
to furnish, or arrange for affiliates of ICM to furnish, the investment advi-
sory services described below, subject to the broad supervision of INVESCO and
the Trust, for the period and on the terms and conditions set forth in this
Agreement. ICM hereby accepts such employment and agrees during such period,
at its own expense, to render, or arrange for the rendering of, such services
and to assume the obligations herein set forth for the compensation provided
for herein. ICM and its affiliates shall for all purposes herein be deemed to
be independent contractors and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust or any Fund in
any way or otherwise be deemed an agent of the Trust or any Fund of the Trust.
ICM hereby agrees to manage the investment operations of the Equity Fund,
Bond Fund, and Return Fund, subject to the supervision of the Trust's trustees
(the "Trustees") and INVESCO. Specifically, ICM agrees to perform the follow-
ing services for the Trust, INVESCO, and the Equity Fund, Bond Fund, and Re-
turn Fund:
(a) to manage the investment and reinvestment of all assets, now or
hereafter acquired, by the Equity Fund, Bond Fund, and Return Fund;
A.2.-1
<PAGE>
(b) to maintain a continuous investment program for the Equity Fund,
Bond Fund, and Return Fund, consistent with (i) the three Funds' and
Trust's investment policies as set forth in the Trust's Declaration of
Trust, Bylaws, Registration Statement, as from time to time amended, under
the Investment Company Act of 1940, as amended (the "1940 Act"), and in
any prospectus and/or statement of additional information of the Trust or
of the three Funds, as from time to time amended and in use under the Se-
curities Act of 1933, as amended, and (ii) the Trust's status as a regu-
lated investment company under the Internal Revenue Code of 1986, as
amended;
(c) to determine what securities are to be purchased or sold for the Eq-
uity Fund, Bond Fund, and Return Fund, unless otherwise directed by the
Trustees of the Trust or INVESCO, and to execute transactions accordingly;
(d) to provide to the Trust and the Equity Fund, Bond Fund, and Return
Fund the benefit of all of the investment analysis and research, the re-
views of current economic conditions and trends, and the consideration of
long-range investment policy now or hereafter generally available to in-
vestment advisory customers of ICM;
(e) to determine what portion of the Equity Fund, Bond Fund, and Return
Fund should be invested in the common stocks, preferred stocks, Government
obligations, commercial paper, certificates of deposit, bankers' accept-
ances, variable amount notes, corporate debt obligations, and any other
authorized securities; and
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Trust and/or Equity Fund, Bond Fund, and Return Fund
action and any other rights pertaining to the three Funds' portfolio secu-
rities shall be exercised.
With respect to execution of transactions for the Trust and for the Equity
Fund, Bond Fund, and Return Fund, ICM shall place orders for the purchase or
sale of portfolio securities with brokers or dealers selected by ICM. In con-
nection with the selection of such brokers or dealers and the placing of such
orders, ICM is directed at all times to obtain for the three Funds, the most
favorable execution and price; after fulfilling this primary requirement of
obtaining the most favorable execution and price, ICM is hereby expressly au-
thorized to consider as a secondary factor in selecting brokers or dealers
with which such orders may be placed whether such firms furnish statistical,
research and other information or services to ICM. Receipt by ICM of any such
statistical or other information and services should not be deemed to give
rise to any requirement for abatement of the advisory fee payable pursuant to
paragraph 3 hereof. ICM may follow a policy of considering sales of shares of
the Trust as a factor in the selection of broker-dealers to execute portfolio
transactions, subject to the requirements of best execution discussed above.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
ICM assumes and shall pay for maintaining the staff and personnel necessary
to perform its obligations under this Agreement, and shall also, at its own
expense, provide the office space, equipment and facilities necessary to per-
form its obligations under this Agreement.
Except to the extent expressly assumed by ICM herein and except to the ex-
tent required by law to be paid by ICM, INVESCO and/or the Trust shall pay all
costs and expenses in connection with its respective operations. Without lim-
iting the generality of the foregoing, such costs and expenses payable by
INVESCO or the Trust, as applicable, include the following:
A.2.-2
<PAGE>
(a) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Trust or any Fund in connection with securities transac-
tions to which INVESCO, the Trust or any Fund is a party or in connection
with securities owned by INVESCO, the Trust or any Fund;
(b) the fees, charges and expenses of any independent public accoun-
tants, custodian, depository, dividend disbursing agent, dividend rein-
vestment agent, transfer agent, registrar, independent pricing services,
and legal counsel for INVESCO, the Trust or for any Fund;
(c) the interest on indebtedness, if any, incurred by INVESCO, the Trust
or any Fund;
(d) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by INVESCO, the Trust or any
Fund to federal, state, county, city, or other governmental agents;
(e) the fees and expenses involved in maintaining the registration and
qualification of the Trust and of its shares under laws administered by
the Securities and Exchange Commission or under other applicable regula-
tory requirements, including the preparation and printing of prospectuses
and statements of additional information;
(f) the compensation and expenses of the Trustees of the Trust;
(g) the costs of printing and distributing reports, notices of share-
holders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Trust's shareholders, as well as all expenses of shareholders' meetings
and Trustees' meetings;
(h) all costs, fees or other expenses arising in connection with the or-
ganization and filing of the Trust's Declaration of Trust, including its
initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any state and the
approval of the Trust's operations by any other federal or state authori-
ty;
(i) the expenses of repurchasing and redeeming shares of the Trust;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing certificates repre-
senting shares of beneficial interests of the Trust;
(l) extraordinary expenses, including fees and disbursements of counsel,
in connection with litigation by or against INVESCO, the Trust or any
Fund;
(m) premiums for the fidelity bond maintained by the Trust pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder; and
(n) association and institute dues.
ARTICLE III
COMPENSATION OF ICM
For the services rendered, the facilities furnished and expenses assumed by
ICM, INVESCO shall pay to ICM an annual fee, computed on a daily basis and paid
on a monthly basis, using for each daily calculation the most recently deter-
mined net asset value of the Equity Fund, Bond Fund, and Return Fund, as deter-
mined by valuation made in accordance with the three Funds' procedures for cal-
culating their net asset value as described in the Prospectus and/or Statement
of Additional Information. On an annual basis, the advisory fee to ICM shall be
as follows: 0.20% of the Equity Fund's and Return Fund's, and 0.16% of the Bond
Fund's, average net asset value up to $500 million; 0.17% of the Equity Fund's
and Return Fund's, and 0.13% of the Bond Fund's, average net
A.2.-3
<PAGE>
asset value in excess of $500 million but not more than $1 billion; and 0.13%
of the Equity Fund's and Return Fund's, and 0.11% of the Bond Fund's, average
net asset value in excess of $1 billion. During any period when the determina-
tion of a Fund's net asset value is suspended by the Trustees of the Trust, the
net asset value of a share of that Fund as of the last business day prior to
such suspension shall, for the purpose of this Article III, be deemed to be the
net asset value at the close of each succeeding business day until it is again
determined.
ARTICLE IV
LIMITATION OF LIABILITY OF ICM
ICM shall not be liable for any error of judgment, mistake of law or for any
loss arising out of any investment or for any act or omission in the perfor-
mance of sub-advisory services rendered with respect to the Trust or, in par-
ticular, the Equity Fund, Bond Fund, and Return Fund, except for willful mis-
feasance, bad faith or gross negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties hereunder. As used
in this Article IV, ICM shall include any affiliates of ICM performing services
contemplated hereby and directors, officers, partners and employees of ICM and
such affiliates.
ARTICLE V
ACTIVITIES OF ICM
The services of ICM to the Trust are not to be deemed to be exclusive, ICM
and any person controlled by or under common control with ICM (for purposes of
this Article V referred to as "affiliates") being free to render services to
others. It is understood that trustees, officers, employees and shareholders of
the Trust are or may become interested in ICM and its affiliates, as directors,
officers, employees and shareholders or otherwise and that directors, officers,
partners, employees and shareholders of ICM and its affiliates are or may be-
come interested in the Trust as trustees, officers and employees, and that ICM,
INVESCO, and the trustees, officers, employees and shareholders of INVESCO and
its affiliates may become interested in the Trust as a shareholder or other-
wise.
ARTICLE VI
AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH THE LAWS
In connection with purchases or sales of securities for the investment port-
folio of the Trust or of the Equity Fund, Bond Fund, and Return Fund, neither
ICM nor any of its directors, officers, partners or employees will act as a
principal or agent for any party other than the Trust or the three Funds, as
applicable, or receive any commissions. ICM will comply with all applicable
laws in acting hereunder including, without limitation, the 1940 Act; the In-
vestment Advisers Act of 1940, as amended; and all rules and regulations duly
promulgated under the foregoing.
ARTICLE VII
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date it is approved by a ma-
jority of the outstanding voting securities of the Equity Fund, Bond Fund, and
Return Fund, and shall remain in force for an initial term of two years from
the date of execution, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by (i) the trustees
of the Trust, or by the vote of a majority of the outstanding voting securities
of the Equity Fund, Bond Fund, and Return Fund, and (ii) a majority of those
trustees who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
A.2.-4
<PAGE>
This Agreement may be terminated at any time, without the payment of any
penalty, by INVESCO, the Trustees of the Trust or by vote of the majority of
the outstanding voting securities of the Equity Fund, Bond Fund, and Return
Fund, or by ICM, on sixty days' written notice to the applicable party(ies).
This Agreement shall automatically terminate in the event of its assignment or
in the event of the termination of the INVESCO Investment Advisory Agreement.
ARTICLE VIII
AMENDMENTS OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or termi-
nated orally, but only by an instrument in writing signed by ICM and INVESCO,
and no material amendment of this Agreement shall be effective until approved
by the vote of a majority of the outstanding voting securities of any Fund as
to which such amendment is applicable; provided, however, that this paragraph
shall not prevent any immaterial amendment(s) to this Agreement, which amend-
ment(s) are made with the approval of (1) the Trustees and (2) a majority of
the Trustees of the Trust who are not interested persons of INVESCO, ICM or
the Trust.
ARTICLE IX
DEFINITIONS OF CERTAIN TERMS
The terms "vote of a majority of the outstanding voting securities," "as-
signments," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment Com-
pany Act and the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE X
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Colorado and the applicable provisions of the Investment Company Act. To
the extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE XI
PERSONAL LIABILITY
ICM EXPRESSLY ACKNOWLEDGES THAT THE DECLARATION OF TRUST ESTABLISHING THE
INVESCO VALUE TRUST, DATED JULY 9, 1987, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (THE "DECLARATION"), IS ON FILE IN THE OFFICE OF THE SECRE-
TARY OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME INVESCO
VALUE TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT AS INDIVIDUALS OR PERSONALLY; AND NO TRUSTEE, SHAREHOLDER,
OFFICER, EMPLOYEE OR AGENT OF INVESCO VALUE TRUST SHALL BE HELD TO ANY PER-
SONAL LIABILITY, NOR SHALL RESORT BE HAD TO THEIR PRIVATE PROPERTY FOR THE
SATISFACTION OF ANY OBLIGATION OR CLAIM OR OTHERWISE, IN CONNECTION WITH THE
AFFAIRS OF SAID INVESCO VALUE TRUST, BUT THE "TRUST PROPERTY" (AS DEFINED IN
THE DECLARATION) ONLY SHALL BE LIABLE.
A.2.-5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO Funds Group, Inc.
By: _________________________________
President
ATTEST:
_____________________________________
Secretary
INVESCO Capital Management, Inc.
By: _________________________________
President
ATTEST:
_____________________________________
Secretary
A.2.-6
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; INCOME FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
INCOME FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE FEE RATE OCTOBER 31,
1996)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM BOND Current INVESCO INVESCO .50% of the first .25% of the first $10,884,689
FUND* Income; Funds Trust $300 million; $300 million;
Liquidity Group, Company .40% of the next .20% of the next
Inc. $200 million; $200 million;
.30% over .15% over
$500 million $500 million
- -----------------------------------------------------------------------------------------------------
INTERMEDIATE Capital INVESCO INVESCO .60% of the first .16% of the first $44,684,053
GOVERNMENT Appreciation Funds Capital $500 million; $500 million;
BOND FUND* and Income Group, Management .50% of the next .13% of the next
Inc. $500 million; $500 million;
.40% over .11% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
U.S. GOVERNMENT Current INVESCO INVESCO .55% of the first .25% of the first $58,176,601
SECURITIES Income Funds Trust $300 million; $200 million;
FUND* Group, Company .45% of the next .20% over
Inc. $200 million; $200 million
.35% over
$500 million
- -----------------------------------------------------------------------------------------------------
SELECT INCOME Current INVESCO INVESCO .55% of the first .25% of the first $265,380,728
FUND* Income Funds Trust $300 million; $200 million;
Group, Company .45% of the next .20% over
Inc. $200 million; $200 million
.35% over
$500 million
- -----------------------------------------------------------------------------------------------------
HIGH YIELD Current INVESCO INVESCO .50% of the first .25% of the first $398,615,748
FUND* Income Funds Trust $300 million; $200 million;
Group, Company .40% of the next .20% over
Inc. $200 million; $200 million
.30% over
$500 million
- -----------------------------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; INCOME FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
INCOME FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE FEE RATE OCTOBER 31,
1996)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VIF-HIGH YIELD Current INVESCO INVESCO .60% of the first .30% of the first $11,404,398
FUND* Income Funds Trust $500 million; $500 million;
Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% of over
$1 billion $1 billion
- ------------------------------------------------------------------------------------------------------
INCOME Capital INVESCO INVESCO .65% * .10% $27,752,586
PORTFOLIO Appreciation Services, Capital
and Income Inc. Management
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-2
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER OR THE SUB-ADVISERS WITH
SIMILAR INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; BALANCED
FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
BALANCED 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE (AT OCTOBER 31,
AVERAGE NET 1996)
ASSETS)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCED Capital INVESCO INVESCO .60% of the first .30% of the first $130,629,237
FUND* Appreciation Funds Trust $350 million; $350 million;
and Income Group, Company .55% of the next .275% of the next
Inc. $350 million; $350 million;
.50% over .25% over
$700 million $1 billion
- -----------------------------------------------------------------------------------------------------
MULTI-ASSET Capital INVESCO INVESCO .75% of the first .375% of the first $12,702,769
ALLOCATION Appreciation Funds Management $500 million; $500 million;
FUND* and Income Group, & Research .65% of the next .325% of the next
Inc. $500 million; $500 million;
.50% over .25% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
TOTAL Capital INVESCO INVESCO .75% of the first .20% of the first $1,129,593,849
RETURN Appreciation Funds Capital $500 million; $500 million;
FUND and Income Group, Management .65% of the next .17% of the next
Inc. $500 million; $500 million;
.50% over .13% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
MULTIFLEX Capital INVESCO INVESCO 1% .35 of the first $243,766,866
PORTFOLIO Appreciation Services, Management $500 million;
and Income Inc. & Research .25% over
$500 million
- -----------------------------------------------------------------------------------------------------
FLEX Capital INVESCO INVESCO .75% .20% $473,695,882
PORTFOLIO Appreciation Services, Capital
and Income Inc. Management
- -----------------------------------------------------------------------------------------------------
VIF-TOTAL Capital INVESCO INVESCO .75% of the first .375% of the first $12,525,451
RETURN Appreciation Funds Capital $500 million; $500 million;
PORTFOLIO* and Income Group, Management .65% of the next .325% of the next
Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
MAXIM Capital Great INVESCO 1% .55% of first $5,909,241
INVESCO Appreciation West Trust $50 million;
ADR and Income Life Company .50% of next
PORTFOLIO Assurance $50 million;
Company .40% over
$100 million
- -----------------------------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISER OR THE SUB-ADVISERS WITH
SIMILAR INVESTMENT OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; BALANCED
FUNDS
<TABLE>
<CAPTION>
BALANCED 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET 1996)
ASSETS)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MAXIM Capital Great West INVESCO 1% .50% of first $2,997,147
INVESCO Appreciation Life Trust $25 million;
BALANCE and Income Assurance Company .45% of next
PORTFOLIO Company $50 million;
.40% of next
$25 million;
.35% in excess of
$100 million
- --------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-4
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; INTERNATIONAL FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
INTERNATIONAL 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTERNATIONAL Capital INVESCO INVESCO 1.0% of the first .25% of the first $94,586,594
GROWTH Appreciation Funds Asset $500 million; $500 million;
FUND and Income Group, Management .75% of the next .1875% of the next
Inc. $500 million; $500 million;
.65% over .1625% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
EUROPEAN Capital INVESCO INVESCO .75% of the first .45% of the first $300,588,228
FUND Appreciation Funds Asset $350 million; $350 million;
Group, Management .65% of the next .40% of the next
Inc. $350 million; $350 million;
.55% over .35% over
$700 million $700 million
- -----------------------------------------------------------------------------------------------------
PACIFIC Capital INVESCO INVESCO .75% of the first .45% of the first $149,869,919
BASIN Appreciation Funds Asset $350 million; $350 million;
FUND Group, Management .65% of the next .40% of the next
Inc. $350 million; $350 million;
.55% over .35% over
$700 million $700 million
- -----------------------------------------------------------------------------------------------------
EUROPEAN Capital INVESCO INVESCO .75% of the first .375% of the first $117,484,141
SMALL Appreciation Funds Asset $500 million; $500 million;
COMPANY Group, Management .65% of the next .325% of the next
FUND Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
</TABLE>
B-5
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; INTERNATIONAL FUNDS
<TABLE>
<CAPTION>
INTERNATIONAL 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LATIN Capital INVESCO INVESCO .75% of the first .375% of the first $32,864,679
AMERICAN Appreciation Funds Asset $500 million; $500 million;
GROWTH Group, Management .65% of the next .325% of the next
FUND* Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
ASIAN Capital INVESCO INVESCO .75% of the first .375% of the first $16,483,400
GROWTH Appreciation Funds Asia $500 million; $500 million;
FUND* Group, Limited .65% of the next .325% of the next
Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
INTERNATIONAL Capital INVESCO INVESCO 1.0% .35% of the first $42,820,898
VALUE Appreciation Services, Capital $50 million;
PORTFOLIO and Income Inc. Management .30% of the next
$50 million;
.25% over
$100 million
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether the fee has been waived or absorbed during the Fund's
past fiscal year.
B-6
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; GROWTH & VALUE FUNDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
GROWTH & 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VALUE EQUITY Capital INVESCO INVESCO .75% of the first .20% of the first $221,736,052
FUND Appreciation Funds Capital $500 million; $500 million;
and Income Group, Management .65% of the next .17% of the next
Inc. $500 million; $500 million;
.50% over .13% over
$1 billion $1 billion
- ----------------------------------------------------------------------------------------------------
GROWTH FUND Long-Term INVESCO INVESCO .60% of the first .25% of the first $650,140,716
Capital Funds Trust $350 million; $200 million;
Growth; Group, Company .55% of the next .20% over
Current Inc. $350 million; $200 million
Income .50% over
Secondary $700 million
- ----------------------------------------------------------------------------------------------------
DYNAMICS Capital INVESCO INVESCO .60% of the first .25% of the first $836,458,920
FUND Appreciation Funds Trust $350 million; $200 million;
Group, Company .55% of the next .20% over
Inc. $350 million; $200 million
.50% over
$700 million
- ----------------------------------------------------------------------------------------------------
EMERGING Long-Term INVESCO INVESCO .75% of the first .25% of the first $275,668,167
GROWTH FUND* Capital Funds Trust $350 million; $200 million;
Growth Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ----------------------------------------------------------------------------------------------------
SMALL Long-Term INVESCO INVESCO .75% .375% $47,292,558
COMPANY Capital Funds Management
FUND* Growth Group, & Research
Inc.
- ----------------------------------------------------------------------------------------------------
EQUITY Capital INVESCO INVESCO .75% .20% $134,188,186
PORTFOLIO Appreciation Services, Management
and Income Inc. & Research
- ----------------------------------------------------------------------------------------------------
</TABLE>
B-7
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; GROWTH & VALUE FUNDS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
GROWTH & 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN HANCOCK Aggressive John Hancock INVESCO .80% of the first .55% of the first $9,621,404
VARIABLE SERIES Growth Management $100 million; $100 million;
TRUST -- SMALL & Research .75% of the next .50% of the next
CAP VALUE $100 million; $100 million;
FUND .65% over .40% over
$200 million $200 million
- --------------------------------------------------------------------------------------------------------
MAXIM Long-Term Great West INVESCO 1% .55% of the first $2,997,147
INVESCO Capital Life Trust $25 million;
SMALL-CAP Growth Assurance Company .50% of the next
GROWTH Company $50 million;
PORTFOLIO .40% of the next
$25 million;
.35% over
$100 million
- --------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-8
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; EQUITY INCOME FUNDS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
EQUITY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
INCOME FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL Current INVESCO INVESCO .60% of the first .25% of the first $4,206,106,717
INCOME FUND Income Funds Trust $350 million; $200 million;
Group, Company .55% of the next .20% over
Inc. $350 million; $200 million
.50% over
$700 million
- -------------------------------------------------------------------------------------------------------
UTILITIES PORTFOLIO Capital INVESCO INVESCO .75% of the first .25% of the first $152,742,377
Appreciation Funds Trust $350 million; $200 million;
and Income Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- -------------------------------------------------------------------------------------------------------
VIF-INDUSTRIAL Current INVESCO INVESCO .75% of the first .375% of the first $19,167,082
INCOME PORTFOLIO Income Funds Trust $500 million; $500 million;
Group, Company .65% of the next .325% of the next
Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
VIF-UTILITIES Capital INVESCO INVESCO .60% of the first .30% of the first $1,295,949
PORTFOLIO Appreciation Funds Trust $500 million; $500 million;
and Income Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
</TABLE>
B-9
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; EQUITY INCOME FUNDS
<TABLE>
<CAPTION>
EQUITY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
INCOME FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMERICAN High Investment INVESCO .75% .50% of the first $320,023,507
SKANDIA TRUST -- Current Management Trust $25 million;
EQUITY INCOME Income; Inc. Company .45% of the next
PORTFOLIO Capital $50 million;
Growth .40% of the next
Secondary $25 million;
.35% over
$100 million
- ------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-10
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; SECTOR FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
SECTOR FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ENERGY Capital INVESCO INVESCO .75% of the first .25% of the first $236,169,412
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
ENVIRONMENTAL Capital INVESCO INVESCO .75% of the first .25% of the first $26,793,694
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
FINANCIAL Capital INVESCO INVESCO .75% of the first .25% of the first $542,687,937
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
GOLD Capital INVESCO INVESCO .75% of the first .25% of the first $277,892,364
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
HEALTH Capital INVESCO INVESCO .75% of the first .25% of the first $933,828,112
SCIENCES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
</TABLE>
B-11
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; SECTOR FUNDS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
SECTOR FUNDS 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LEISURE Capital INVESCO INVESCO .75% of the first .25% of the first $252,297,128
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- -------------------------------------------------------------------------------------------------------
TECHNOLOGY Capital INVESCO INVESCO .75% of the first .25% of the first $789,610,651
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- -------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $4,225,087
CAPITAL Appreciation Funds Trust $500 million; $500 million;
GOODS FUND* Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $51,218,075
COMMUNICATIONS Appreciation Funds Trust $500 million; $500 million;
FUND and Income Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million
.45% over .225% over
$1 billion $1 billion
- -------------------------------------------------------------------------------------------------------
REAL ESTATE Capital INVESCO INVESCO .90% .35% of the first $15,293,490
PORTFOLIO Appreciation Services, Realty $100 million;
and Income Inc. Advisers, .25% over
Inc. $100 million
- -------------------------------------------------------------------------------------------------------
GLOBAL HEALTH Capital INVESCO None 1.0% N/A $455,821,034
SCIENCES FUND** Appreciation Trust
Company,
Inc.
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
** Closed-end Fund
B-12
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.
INVESCO VALUE TRUST
INVESCO VALUE EQUITY FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Value Equity Fund (the
"Fund") of INVESCO Value Trust (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE "FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the
Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take
effect only if the proposed merger of A I M Management Group, Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Capital Management, Inc., such agreement to take effect only if
the proposed merger of A I M Management Group, Inc. into a wholly-owned
U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
2. Proposal to elect eleven trustees of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending August 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
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.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO VALUE TRUST
INVESCO INTERMEDIATE GOVERNMENT BOND FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Intermediate Government Bond
Fund (the "Fund") of INVESCO Value Trust (the "Company"), to be held at the
Denver Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on
Friday, January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any
adjournment thereof, upon the matters set forth below, all in accordance with
and as more fully described in the Notice of Special Meeting and Proxy
Statement, dated December 26, 1996 receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE "FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between the
Company and INVESCO Funds Group, inc. ("IFG"), such agreement to take
effect only if the proposed merger of A I M Management Group, Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Capital Management, Inc., such agreement to take effect only if the
proposed merger of A I M Management Group, Inc. into a wholly-owned U.S.
subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
2. Proposal to elect eleven trustees of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending August 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
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.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO VALUE TRUST
INVESCO TOTAL RETURN FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Total Return Fund (the
"Fund") of INVESCO Value Trust (the "Company"), to be held at the Denver
Marriott Southeast, 6363 East Hampden Avenue, Denver, Colorado 80222, on Friday,
January 31, 1997, at 10:00 a.m. (Mountain Standard Time) and at any adjournment
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the Notice of Special Meeting and Proxy Statement, dated
December 26, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE "FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X}
1.A. Proposal to approve a new investment advisory agreement between the
Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take
effect only if the proposed merger of A I M Management Group, Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
1.B. Proposal to approve a new sub-advisory agreement between IFG and INVESCO
Capital Management, Inc., such agreement to take effect only if the
proposed merger of A I M Management Group, Inc. into a wholly-owned U.S.
subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
<PAGE>
2. Proposal to elect eleven trustees of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
3. Proposal to ratify the selection of Price Waterhouse LLP, as independent
accountants for the Company for the fiscal year ending August 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1.A., 1.B., 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
________________________________________________________________________________
Signature Signature Date
(Joint Owners)
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.
