As filed on November 26, 1999 File No. 033-63498
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. __ _
Post-Effective Amendment No. 11 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 12 X
INVESCO INTERNATIONAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
------------
Copies to:
Ronald M. Feiman, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820
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Approximate Date of Proposed Public Offering: As soon as practicable after
this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
__ immediately upon filing pursuant to paragraph (b)
__ on _________________, pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)(1)
X on January 25, 2000, pursuant to paragraph (a)(1)
__ 75 days after filing pursuant to paragraph (a)(2)
__ on _________, pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
__ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
PROSPECTUS | ________, 2000
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YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
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INVESCO INTERNATIONAL FUNDS, INC.
INVESCO EUROPEAN FUND--INVESTOR CLASS
INVESCO INTERNATIONAL BLUE CHIP FUND--INVESTOR CLASS
INVESCO LATIN AMERICAN GROWTH FUND--INVESTOR CLASS
INVESCO PACIFIC BASIN FUND--INVESTOR CLASS
FOUR NO-LOAD MUTUAL FUNDS SEEKING INVESTMENT OPPORTUNITIES OVERSEAS.
TABLE OF CONTENTS
Investment Goals, Strategies And Risks..................3
Fund Performance........................................5
Fees And Expenses.......................................6
Investment Risks........................................8
Risks Associated With Particular Investments............9
Temporary Defensive Positions..........................14
Portfolio Turnover.....................................14
Fund Management........................................15
Portfolio Managers.....................................15
Potential Rewards......................................16
Share Price............................................17
How To Buy Shares......................................17
Your Account Services..................................21
How To Sell Shares.....................................21
Taxes..................................................24
Dividends And Capital Gain Distributions...............25
Financial Highlights...................................26
[INVESCO ICON]
INVESCO
The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is
committing a federal crime.
<PAGE>
This Prospectus will tell you more about:
[KEY ICON] Investment Objectives & Strategies
[ARROW ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO
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[KEY ICON][ARROW ICON] INVESTMENT GOALS, STRATEGIES AND RISKS
FACTORS COMMON TO ALL THE FUNDS
INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Funds.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management and sale of the Funds.
FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.
All of the Funds attempt to make your investment grow.The Funds are aggressively
managed. Although the Funds can invest in debt securities, they primarily invest
in equity securities that INVESCO believes will rise in price faster than other
securities, as well as in options and other investments whose value is based
upon the values of equity securities.
Each Fund has a specific investment objective and strategy. The Funds invest
primarily in securities of foreign companies. We define a "foreign" company as
one that has its principal business activities outside of the United States.
Since many companies do business all over the world, including in the United
States, we look at several factors to determine where a company's principal
business activities are located, including:
The physical location of the company's management personnel; and
o Whether more than 50% of its assets are located outside the United States; or
o Whether more than 50% of its income is earned outside the United States.
The Funds share a common investment process which combines top-down and
bottom-up analysis to select securities for their portfolios.
TOP-DOWN: Our regional and country equity teams look at broad global economic
trends and other factors that can affect markets. On a country-by-country basis,
anticipated political and currency stability are also considered. Using this
analysis, we decide how much the Fund will invest in each country and equity
market sector. Minimum and maximum weightings for both countries and sectors are
used to develop portfolio diversification. And, in some cases, our local
presence and fundamental research may provide investment insights into specific
opportunities and risks involved in each country or region.
This analysis is particularly important for investments in "emerging" markets
- --- those countries that the international financial community considers to have
developing economies and securities markets that are not as established as those
in the United States. Emerging countries generally are considered to include
every nation in the world except the United States, Canada, Japan, Australia,
New Zealand and the nations in Western Europe (other than Greece, Portugal and
Turkey). In general, investments in emerging markets have a higher degree of
risk than investments in more established markets.
<PAGE>
BOTTOM-UP: We also perform fundamental analysis and extensive research on
specific stocks, often including visiting companies to meet with corporate
management and understand the businesses. We seek to invest in companies that
have an above-average earnings growth that we believe is not fully reflected in
the present market price of their securities. Also, we seek to increase
diversification by setting maximum limits on each security held in the
portfolio.
[ARROW ICON] Other principal risks involved in investing in the Funds are
foreign securities, emerging market, market, credit, interest rate, duration,
liquidity, counterparty and lack of timely information risks. These risks are
described and discussed later in this Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in a
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any other mutual fund, there is always a risk that you can lose money on
your investment in a Fund.
[KEY ICON] INVESCO EUROPEAN FUND--INVESTOR CLASS
The Fund attempts to make your investment grow. It primarily invests in equity
securities of companies located in Western Europe. We prefer companies with
proven track records that are strongly managed. Although the Fund invests
predominately in mid- and large-capitalization stocks, it also will hold
positions in small-cap stocks.
[KEY ICON] INVESCO INTERNATIONAL BLUE CHIP FUND--INVESTOR CLASS
The Fund seeks high total return through long-term capital appreciation and
current income. It invests most of its assets in equity securities of
larger-capitalization companies with a record of stable earnings or dividends
and a reputation for high-quality management. Although some of its investments
may be in smaller, emerging stock markets, the Fund generally invests in
securities that are traded in larger, more liquid international securities
exchanges. Stock selection emphasizes bottom-up analysis.
[KEY ICON] INVESCO LATIN AMERICAN GROWTH FUND--INVESTOR CLASS
The Fund invests primarily in equity securities of Latin American issuers. We
prefer companies with proven track records that are strongly managed. We define
a Latin American company as one that has its principal business activities in
Latin America, which includes Mexico, Central America, South America and the
Spanish-speaking islands of the Caribbean.
<PAGE>
[GRAPHIC OMITTED] INVESCO PACIFIC BASIN FUND--INVESTOR CLASS
The Fund attempts to make your investment grow. It invests in the equity
securities of companies located in the Far East and Pacific Rim, including
Australia, Hong Kong, New Zealand, Singapore and Japan, in addition to
investments in smaller, less liquid, emerging markets throughout that region.
Although the Fund invests predominately in mid- and large-capitalization stocks,
it also will hold positions in small-cap stocks.
[GRAPH ICON] FUND PERFORMANCE
The bar charts below show the Funds' actual yearly performance for the years
ended December 31 (commonly known as their "total return") over the past decade
or since inception. The table below shows average annual returns for various
periods ended December 31 for each Fund compared to the MSCI-AC Europe,
MSCI-Europe/Australia/Far East, MSCI-Emerging Markets-Latin America or
MSCI-Pacific Indexes. The information in the charts and table illustrates the
variability of each Fund's return and how its performance compared to a broad
measure of market performance. Remember, past performance does not indicate how
a Fund will perform in the future.
The four charts below contain the following plot points:
<TABLE>
<CAPTION>
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EUROPEAN FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
0.74% 7.99% (7.64%) 24.60% (3.05%) 19.19% 29.68% 15.15% 32.93% ____%
======================================================================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
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</TABLE>
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INTERNATIONAL BLUE CHIP FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
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==============================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
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LATIN AMERICAN GROWTH FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(3)
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1996 1997 1998 1999
25.87% 19.33% (45.71%) _____%
==============================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
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<TABLE>
<CAPTION>
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PACIFIC BASIN FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
(24.43%) 13.17% (13.54%) 42.61% 4.67% 4.02% 0.08% (36.86%) (11.92%) ____%
======================================================================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
10 YEARS
1 YEAR 5 YEARS OR SINCE INCEPTION
<S> <C> <C> <C>
European Fund - Investor Class ____ ____ ____
MSCI-AC Europe Index(4) ____ ____ ____
International Blue Chip - Investor Class ____ ____ ____(2)
MSCI-EAFE Index(4) ____ ____ ____
Latin American Growth Fund - Investor Class ____ ____ ____(3)
MSCI-Emerging Markets-Latin America Index(4) ____ ____ ____
Pacific Basin Fund - Investor Class ____ ____ ____
MSCI-Pacific Index(4) ____ ____ ____
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</TABLE>
(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of each Fund's expenses.
(2) International Blue Chip Fund - Investor Class commenced investment
operations on October 28, 1998.
(3) Latin American Growth Fund - Investor Class commenced investment operations
on February 15, 1995.
(4) The MSCI-AC Europe Index, MSCI-EAFE Index, MSCI-Emerging Markets--Latin
America Index and MSCI-Pacific Index are unmanaged indexes that show the
performance of common stocks for Europe, Europe/Australia/Far East, Latin
America and the Pacific Rim, respectively. Please keep in mind that the indexes
do not pay brokerage, management, administrative or distribution expenses, all
of which are paid by the Funds and are reflected in their annual returns.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds:
SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Other Distributions None
Redemption Fee (as a percentage of amount redeemed) 2.00%*
Exchange Fee 2.00%*
Maximum Account Fee None
* A 2% fee is charged on redemptions or exchanges of shares held three months
or less other than shares acquired through the reinvestment of dividends
and other distributions.
<PAGE>
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
EUROPEAN FUND - INVESTOR CLASS
Management Fees _____
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3) _____
Total Annual Fund Operating Expenses(2)(3) _____
INTERNATIONAL BLUE CHIP FUND - INVESTOR CLASS
Management Fees _____
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3)(4) _____
Total Annual Fund Operating Expenses(2)(3)(4) _____
LATIN AMERICAN GROWTH FUND - INVESTOR CLASS
Management Fees 0.75%
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3)(4) _____
Total Annual Fund Operating Expenses(2)(3)(4) _____
PACIFIC BASIN FUND - INVESTOR CLASS
Management Fees _____
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3)(4) _____
Total Annual Fund Operating Expenses(2)(3)(4) _____
(1) Because the Funds pay 12b-1 distribution fees which are based upon each
Fund's assets, if you own shares of a Fund for a long period of time, you
may pay more than the economic equivalent of the maximum front-end sales
charge permitted for mutual funds by the National Association of Securities
Dealers, Inc.
(2) Each Fund's actual Total Annual Fund Operating Expenses were lower than the
figures shown, because their custodian fees were reduced under an expense
offset arrangement.
(3) The expense information presented in the table has been restated from the
financials to reflect a change in the administrative services fee.
(4) Certain expenses of International Blue Chip Investor Class, Latin American
Growth - Investor Class and Pacific Basin - Investor Class Funds were
absorbed voluntarily by INVESCO and the applicable sub-adviser. After
absorption, International Blue Chip Fund Investor Class Other Expenses and
Total Annual Fund Operating Expenses were ___% and ___%, respectively,
Latin American Growth Fund - Investor Class Other Expenses and Total Annual
Fund Operating Expenses were ____% and ____%, respectively, and Pacific
Basin Fund Investor Class Other Expenses and Total Annual Fund Operating
Expenses were ___% and ___%, respectively. This commitment may be changed
at any time following consultation with the board of directors.
EXAMPLE
This Example is intended to help you compare the cost of investing in the Funds
to the cost of investing in other mutual funds.
The Example assumes that you invested $10,000 in a Fund for the time periods
indicated and redeemed all of your shares at the end of each period. The Example
also assumes that your investment had a hypothetical 5% return each year, and
assumes that a Fund's expenses remained the same. Although a Fund's actual costs
and performance may be higher or lower, based on these assumptions your costs
would have been:
<PAGE>
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
European Fund - Investor Class $ ____ $ ____ $ ____ $ ____
International Blue Chip Fund - Investor Class $ ____ $ ____ $ ____ $ ____
Latin American Growth Fund - Investor Class $ ____ $ ____ $ ____ $ ____
Pacific Basin Fund - Investor Class $ ____ $ ____ $ ____ $ ____
</TABLE>
[ARROW ICON] INVESTMENT RISKS
You should determine the level of risk with which you are comfortable before you
invest. The principal risks of investing in any mutual fund, including these
Funds, are:
BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.
NOT INSURED. Mutual funds are not insured by the FDIC or any other agency,
unlike bank deposits such as CDs or savings accounts.
NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.
POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its performance, nor
assure you that the market value of your investment will increase. You may lose
the money you invest, and the Funds will not reimburse you for any of these
losses.
VOLATILITY. The price of your mutual fund shares will increase or decrease with
changes in the value of a Fund's underlying investments and changes in the
equity markets as a whole.
NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Funds are designed to be only a part
of your personal investment plan.
YEAR 2000. Many computer systems in use today may not be able to recognize any
date after December 31, 1999. If these systems are not fixed by that date, it is
possible that they could generate erroneous information or fail altogether.
INVESCO has committed substantial resources in an effort to make sure that it's
own major computer systems will continue to function on and after January 1,
2000. Of course, INVESCO cannot fix systems that are beyond its control. If
INVESCO's own systems, or the systems of third parties upon which it relies, do
not perform properly after December 31, 1999, the Funds could be adversely
affected.
In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000. For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties. Individual issuers may incur increased costs in
making their own systems Year 2000 compliant. The combination of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally believed that foreign issuers, particularly those in emerging and
other markets, may be more vulnerable to Year 2000 problems than will be issuers
in the U.S.
<PAGE>
[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS
You should consider the special factors associated with the policies discussed
below in determining the appropriateness of investing in a Fund. See the
Statement of Additional Information for a discussion of additional risk factors.
FOREIGN SECURITIES RISKS
Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks.
CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of a Fund's investment in a security
valued in the foreign currency, or based on that currency value. POLITICAL
RISK. Political actions, events or instability may result in unfavorable
changes in the value of a security.
REGULATORY RISK. Government regulations may affect the value of a security.
In foreign countries, securities markets that are less regulated than those
in the U.S. may permit trading practices that are not allowed in the U.S.
DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.
EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999, adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time these currencies will disappear entirely. Other
European countries may adopt the euro in the future.
The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Funds.
EMU countries, as a single market, may affect future investment decisions
of the Funds. As the euro is implemented, there may be changes in the
relative strength and value of the U.S. dollar and other major currencies,
as well as possible adverse tax consequences. The euro transition by EMU
countries present and future - may affect the fiscal and monetary levels of
those participating countries. There may be increased levels of price
competition among business firms within EMU countries and between
businesses in EMU and non-EMU countries. The outcome of these uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.
EMERGING MARKETS RISK
All of the countries in Latin America are considered to be emerging markets.
Investments in emerging markets carry additional risks beyond typical
investments in foreign securities. Emerging markets are countries that the
international financial community considers to have developing economies and
securities markets that are not as established as those in the United States.
Emerging markets are generally considered to include every country in the world
except the United States, Canada, Japan, Australia, New Zealand and nations in
Western Europe (other than Greece, Portugal and Turkey).
<PAGE>
Investments in emerging markets have a higher degree of risk than investments in
more established markets. These countries generally have a greater degree of
social, political and economic instability than do developed markets.
Governments of emerging market countries tend to exercise more authority over
private business activities, and, in many cases, either own or control large
businesses in those countries. Businesses in emerging markets may be subject to
nationalization or confiscatory tax legislation that could result in
investors--including the Fund--losing their entire investment. Emerging markets
often have a great deal of social tension. Authoritarian governments and
military involvement in government is common. In such markets, there is often
social unrest, including insurgencies and terrorist activities.
Economically, emerging markets are generally dependent upon foreign trade and
foreign investment. Many of these countries have borrowed significantly from
foreign banks and governments. These debt obligations can affect not only the
economy of a developing country, but its social and political stability as well.
MARKET RISK
Equity stock prices vary and may fall, thus reducing the value of a Fund's
investments. Certain stocks selected for any Fund's portfolio may decline in
value more than the overall stock market. In general, the securities of large
businesses with outstanding securities worth $5 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $1 billion, or small businesses with outstanding securities worth less
than $1 billion.
CREDIT RISK
The Funds may invest in debt instruments, such as notes and bonds. There is a
possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.
DEBT SECURITIES RISK
Debt securities include bonds, notes and other securities that give the holder
the right to receive fixed amounts of principal, interest, or both on a date in
the future or on demand. Debt securities also are often referred to as
fixed-income securities, even if the rate of interest varies over the life of
the security.
Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which the Fund invests. A decline in
interest rates tends to increase the market values of debt securities in which
the Fund invests.
Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful but not certain guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the rating service assigns to the security. To compensate investors for
accepting that greater risk, lower-rated securities tend to offer higher
interest rates. Lower-rated debt securities are often referred to as "junk
bonds." A debt security is considered lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.
<PAGE>
Lower-rated and non-rated debt securities of comparable quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be considered speculative. Junk bonds are perceived by independent
rating agencies as having a greater risk that their issuers will not be able to
pay the interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted bond
would likely drop, and the Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.
In addition to poor individual company performance in the marketplace or in its
internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt securities to experience increased financial
problems which could hurt their ability to pay principal and interest
obligations, to meet projected business goals, and to obtain additional
financing. These conditions more severely impact issuers of lower-rated debt
securities. The market for lower-rated straight debt securities may not be as
liquid as the market for higher- rated straight debt securities. Therefore,
INVESCO attempts to limit purchases of lower-rated securities to securities
having an established secondary market.
Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.
INTEREST RATE RISK
Changes in interest rates will affect the resale value of debt securities held
in a Fund's portfolio. In general, as interest rates rise, the resale value of
debt securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.
DURATION RISK
Duration is a measure of a debt security's sensitivity to interest rate changes.
Duration is usually expressed in terms of years, with longer durations usually
more sensitive to interest rate fluctuations.
LIQUIDITY RISK
A Fund's portfolio is liquid if the Fund is able to sell the securities it owns
at a fair price within a reasonable time. Liquidity is generally related to the
market trading volume for a particular security. Investments in smaller
companies or in foreign companies or companies in emerging markets are subject
to a variety of risks, including potential lack of liquidity.
Counterparty Risk
This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in the transaction
will not fulfill its contractual obligation to complete the transaction with a
Fund.
LACK OF TIMELY INFORMATION RISK
Timely information about a security or its issuer may be unavailable, incomplete
or inaccurate. This risk is more common to securities issued by foreign
companies and companies in emerging markets than it is to the securities of
U.S.-based companies.
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<PAGE>
The Funds generally invest in equity securities of foreign companies. However,
in an effort to diversify their holdings and provide some protection against the
risk of other investments, the Funds also may invest in other types of
securities and other financial instruments, as indicated in the chart below.
These investments, which at any given time may constitute a significant portion
of a Fund's portfolio, have their own risks.
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INVESTMENT RISKS APPLIES TO THESE FUNDS
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AMERICAN DEPOSITORY
RECEIPTS (ADRS) Market, European
These are securities Information, International
issued by U.S. banks that Political, Blue Chip
represent shares of Regulatory, Latin American Growth
foreign corporations held Diplomatic, Pacific Basin
by those banks. Although Liquidity and
traded in U.S. securities Currency Risks
markets and valued in
U.S. dollars, ADRs carry
most of the risks of
investing directly in
foreign securities.
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COUNTRY FUNDS
Closed-end mutual Market, European
funds that invest in Information, Pacific Basin
the securities of par- Political,
ticular countries may Regulatory,
particularly be used Diplomatic,
when non-residents Liquidity and
may not invest Currency Risks
directly in securities
of companies in those
countries. Country funds have
operating expenses, including
management fees, which
reduce the investment return.
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DEBT SECURITIES
Securities issued by Market Credit, European
private companies or Interest Rate International
governments representing and Duration Blue Chip
an obligation to pay Risks Latin American Growth
interest and to repay Pacific Basin
principal when the
security matures.
<PAGE>
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INVESTMENT RISKS APPLIES TO THESE FUNDS
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DELAYED DELIVERY OR
WHEN-ISSUED SECURITIES Market and European
Ordinarily, the Fund Interest Rate International
purchases securities and Risks Blue Chip
pays for them in cash at Latin American Growth
the normal trade Pacific Basin
settlement time. When the
Fund purchases a delayed
delivery or when-issued
security, it promises to
pay in the future for
example, when the
security is actually
available for delivery to
the Fund. The Fund's
obligation to pay and the
interest rate it
receives, in the case of
debt securities, usually
are fixed when the Fund
promises to pay. Between
the date the Fund
promises to pay and the
date the securities are
actually received, the
Fund receives no interest
on its investment, and
bears the risk that the
market value of the
when-issued security may
decline.
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FORWARD FOREIGN CURRENCY
CONTRACTS Currency, European
A contract to exchange an Political, International
amount of currency on a Diplomatic, Blue Chip
date in the future at an Counterparty Latin American Growth
agreed-upon exchange rate and Regulatory Pacific Basin
might be used by the Fund Risks
to hedge against changes
in foreign currency
exchange rates when the
Fund invests in foreign
securities. Does not
reduce price fluctuations
in foreign securities, or
prevent losses if the
prices of those
securities decline.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be Liquidity Risk European
sold quickly at its fair International
value. Blue Chip
Latin American Growth
Pacific Basin
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which Credit and European
the seller of a security Counterparty International
agrees to buy it back at Risks Blue Chip
an agreed-upon price and Latin American Growth
time in the future. Pacific Basin
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not Liquidity Risk European
registered, but which are International
bought and sold solely by Blue Chip
institutional investors. Latin American Growth
The Fund considers many Pacific Basin
Rule 144A securities to
be "liquid," although the
market for such
securities typically is
less active than the
public securities mar-
kets.
- --------------------------------------------------------------------------------
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS
When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of a Fund by investing in securities that are
highly liquid such as high quality money market instruments, like short-term
U.S. government obligations, commercial paper or repurchase agreements, even
though that is not the normal investment strategy of any Fund. We have the right
to invest up to 100% of a Fund's assets in these securities, although we are
unlikely to do so. Even though the securities purchased for defensive purposes
often are considered the equivalent of cash, they also have their own risks.
Investments that are highly liquid or comparatively safe tend to offer lower
returns. Therefore, a Fund's performance could be comparatively lower if it
concentrates in defensive holdings.
[ARROW ICON] PORTFOLIO TURNOVER
We actively manage and trade the Funds' portfolios. Therefore, some of the Funds
may have a higher portfolio turnover rate compared to many other mutual funds.
The Funds with higher than average portfolio turnover rates for the fiscal year
or fiscal period ended October 31, 1999 are:
INVESCO European Fund ___%
INVESCO International Blue Chip Fund ___%
INVESCO Latin American Growth Fund ___%
INVESCO Pacific Basin Fund ___%
A portfolio turnover rate of 200%, for example, is equivalent to a Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turnover rate may result in higher brokerage
commissions and taxable capital gain distributions to a Fund's shareholders.
<PAGE>
[INVESCO ICON] FUND MANAGEMENT
INVESTMENT ADVISER
INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $ __ billion
for more than ______ shareholders of 45 INVESCO mutual funds. INVESCO performs a
wide variety of other services for the Funds, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).
INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $291 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.
INVESCO Asset Management Limited ("IAML"), located at ________________, is the
sub-adviser to the European, Latin American Growth and Pacific Basin Funds.
INVESCO Global Asset Management (N.A.) ("IGAM"), located at 1355 Peachtree
Street, NE, Suite 250, Atlanta, Georgia, is the sub-adviser to the International
Blue Chip Fund.
A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Funds' distributor and is responsible for the sale of the Funds' shares.
INVESCO, IAML, IGAM and IDI are subsidiaries of AMVESCAP PLC.
The following table shows the fees the Funds paid to INVESCO for its advisory
services in the fiscal year or fiscal period ended October 31, 1999:
- --------------------------------------------------------------------------------
ADVISORY FEE AS A PERCENTAGE
OF AVERAGE ANNUAL NET ASSETS
UNDER MANAGEMENT
- --------------------------------------------------------------------------------
INVESCO European Fund - Investor Class ____%
INVESCO International Blue Chip Fund -
Investor Class ____%
INVESCO Latin American Growth Fund -
Investor Class ____%
INVESCO Pacific Basin Fund - Investor Class ____%
-------------------------------------------------------------------------------
[INVESCO ICON] PORTFOLIO MANAGERS
The Funds are managed on a day-to-day basis by IAML and IGAM , which serve as
sub-advisers to the Funds. When we refer to team management without naming
individual portfolio managers, we mean a system by which a senior investment
policy group sets country-by-country allocation of Fund assets and risk
controls, while individual country specialists select individual securities
within those allocations.
<PAGE>
FUND SUB-ADVISER PORTFOLIO MANAGER
European IAML Team Management
Latin American Growth IAML David Manuel
International Blue Chip IGAM Team Management
Pacific Basin IAML Team Management
DAVID MANUEL has been the portfolio manager of Latin American Growth Fund since
1998 and a fund manager with INVESCO GT Asset Management since 1997,
specializing in Latin American equities. David was previously a senior fund
manager with Abbey-Life Investment Services. He received a B.A. (Hons) from
Cambridge University and a Ph.D. from London University.
[INVESCO ICON] POTENTIAL REWARDS
NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR SHORT-TERM TRADING PURPOSES.
The Funds offer shareholders the potential to increase the value of their
capital over time; International Blue Chip Fund also offers the opportunity for
current income. Like most mutual funds, each Fund seeks to provide higher
returns than the market or its competitors, but cannot guarantee that
performance. Each Fund seeks to minimize risk by investing in many different
companies in a variety of industries.
SUITABILITY FOR INVESTORS
Only you can determine if an investment in a Fund is right for you based upon
your own economic situation, the risk level with which you are comfortable and
other factors. In general, the Funds are most suitable for investors who:
o are willing to grow their capital over the long-term (at least five years)
o can accept the additional risks associated with international investing
o understand that shares of a Fund can, and likely will, have daily price
fluctuations
o are investing tax-deferred retirement accounts, such as Traditional and
Roth Individual Retirement Accounts ("IRAs"), as well as
employer-sponsored qualified retirement plans, including 401(k)s and
403(b)s, all of which have longer investment horizons.
You probably do not want to invest in the Funds if you are:
o primarily seeking current dividend income (although International Blue Chip
Fund does seek to provide income in addition to capital appreciation)
o unwilling to accept potentially significant changes in the price of Fund
shares
o speculating on short-term fluctuations in the stock markets
o are uncomfortable with the special risks associated with international
investing.
<PAGE>
[INVESCO ICON] SHARE PRICE
CURRENT MARKET VALUE OF FUND
ASSETS + ACCRUED INTEREST AND
DIVIDENDS - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).
The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in each Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally, 4:00 p.m. Eastern time). Therefore, shares of the Funds are
not priced on days when the NYSE is closed, which generally is on weekends and
national holidays in the U.S.
NAV is calculated by adding together the current market price of all of a Fund's
investments and other assets, including accrued interest and dividends;
subtracting the Fund's debts, including accrued expenses; and dividing that
dollar amount by the total number of the Fund's outstanding shares.
All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or exchange shares of a Fund. Your instructions must be received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV. If INVESCO hears from you after that time, your instructions will be
processed at the NAV calculated at the end of the next day that the NYSE is
open.
Foreign securities exchanges, which set the prices for foreign securities held
by the Funds, are not always open the same days as the NYSE, and may be open for
business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
would not calculate NAV on Thanksgiving Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign exchanges
could result in changes in the value of investments held by the Funds on that
day.
[INVESCO ICON] HOW TO BUY SHARES
TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.
The following chart shows several convenient ways to invest in the Funds. There
is no charge to invest, exchange or redeem shares when you make transactions
directly through INVESCO. However, upon a redemption or an exchange of shares
held three months or less (other than shares acquired through reinvestment of
dividends or other distributions), a fee of 2% of the current net asset value of
the shares being exchanged or redeemed will be assessed and retained by the Fund
for the benefit of the remaining shareholders. If you invest in a Fund through a
securities broker, you may be charged a commission or transaction fee for either
purchases or sales of Fund shares. For all new accounts, please send a completed
application form, and specify the fund or funds you wish to purchase.
INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion, if it determines this action is
in the best interests of that Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.
<PAGE>
MINIMUM INITIAL INVESTMENT. $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans, including IRAs.
MINIMUM SUBSEQUENT INVESTMENT. $50 (Minimums are lower for certain retirement
plans.)
FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.
EXCHANGE POLICY. You may exchange your shares in any of the Funds for those in
another INVESCO mutual fund on the basis of their respective NAVs at the time of
the exchange.
Before making any exchange, be sure to review the prospectuses of the funds
involved and consider the differences between the funds. Also, be certain that
you qualify to purchase certain classes of shares in the new fund. An exchange
is the sale of shares from one fund immediately followed by the purchase of
shares in another. Therefore, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless, of course, you or your
account qualifies as tax-deferred under the Internal Revenue Code). If the
shares of the fund you are selling have gone up in value since you bought them,
the sale portion of an exchange may result in taxable income to you.
We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in exactly
the same name(s) and Social Security or federal tax I.D. number(s).
o You may make up to four exchanges out of each Fund per 12-month period, but
you may be subject to the redemption fee described above.
o Each Fund reserves the right to reject any exchange request, or to modify
or terminate the exchange policy, if it is in the best interests of the
Fund and its shareholders. Notice of all such modifications or termination
that affect all shareholders of the Fund will be given at least 60 days
prior to the effective date of the change, except in unusual instances,
including a suspension of redemption of the exchanged security under
Section 22(e) of the Investment Company Act of 1940.
In addition, the ability to exchange may be temporarily suspended at any time
that sales of the Fund into which you wish to exchange are temporarily stopped.
Please remember that if you pay by check or wire and your funds do not clear,
you will be responsible for any related loss to any Fund or INVESCO. If you are
already an INVESCO funds shareholder, the Fund may seek reimbursement for any
loss from your existing account(s).
REDEMPTION FEE. If you exchange or redeem shares of a Fund after holding them
three months or less (other than shares acquired through reinvestment of
dividends or other distributions), a fee of 2% of the current net asset value of
the shares being exchanged or redeemed will be assessed and retained by the Fund
for the benefit of the remaining shareholders. This fee is intended to encourage
long-term investment in the Fund, to avoid transaction and other expenses caused
by early redemptions, and to facilitate portfolio management. The fee is
currently waived for institutional, qualified retirement plan and other
shareholders investing through omnibus accounts, due to certain economies
associated with these accounts. However, the Fund reserves the right to impose
redemption fees on shares held by such shareholders at any time, if warranted by
the Fund's future cost of processing redemptions. The redemption fee may be
modified or discontinued at any time or from time to time. This fee is not a
deferred sales charge, is not a commission paid to INVESCO and does not benefit
INVESCO in any way. The fee applies to redemptions from the Fund and exchanges
into any of the other no-load mutual funds that are also advised by INVESCO and
distributed by IDI. The Fund will use the "first-in, first-out" method to
determine your holding period. Under this method, the date of redemption or
exchange will be compared with the earliest purchase date of shares held in your
account. If your holding period is less than three months, the
redemption/exchange fee will be assessed on the current net asset value of those
shares.
<PAGE>
INTERNET TRANSACTIONS. Investors may open new accounts and exchange and redeem
shares of any INVESCO Fund through the INVESCO Web site. To utilize this
service, you will need a web browser (presently Netscape version 4.0 or higher,
Internet Explorer version 4.0 or higher, or AOL version 5.0 or higher) and the
ability to utilize the INVESCO Web site. INVESCO will accept Internet purchase
instructions only for exchanges or if the purchase price is paid to INVESCO
through debiting your bank account, and any Internet cash redemptions will be
paid only to the same bank account from which the payment to INVESCO originated.
INVESCO imposes a limit of $25,000 on Internet purchase and redemption
transactions. You may also download an application to open an account from the
Web site, complete it by hand, and mail it to INVESCO, along with a check.
INVESCO employs reasonable procedures to confirm that transactions entered into
over the Internet are genuine. These procedures include the use of alphanumeric
passwords, secure socket layering, encryption and other precautions reasonably
designed to protect the integrity, confidentiality and security of shareholder
information. If INVESCO follows these procedures, neither INVESCO, its
affiliates nor any Fund will be liable for any loss, liability, cost or expense
for following instructions communicated via the Internet that are reasonably
believed to be genuine or that follow INVESCO's security procedures. By entering
into the user's agreement with INVESCO to open an account through our Web site,
you lose certain rights if someone gives fraudulent or unauthorized instructions
to INVESCO that result in a loss to you. In order to enter into a transaction on
the INVESCO Web site, you will need an account number, your Social Security
Number and an alphanumeric password.
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY CHECK $1,000 for regular
Mail to: accounts;
INVESCO Funds Group, $250 for an IRA;
Inc., $50 minimum for each
P.O. Box 173706, subsequent investment.
Denver, CO 80217-3706.
You may send your
check by overnight
courier to:
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY WIRE $1,000
You may send your payment
by bank wire (call
1-800-525-8085
for instructions).
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward your
Call 1-800-525-8085 bank account
to request your information to
purchase. INVESCO INVESCO prior to
will move money from using this option.
your designated bank/
credit union checking
or savings account in
order to purchase shares,
upon your telephone
instructions, whenever
you wish.
<PAGE>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY INTERNET $1,000 for regular You will need a web
Go to the INVESCO Web accounts; $250 for browser to utilize
site at www.invesco.com an IRA; $50 this service. Internet
minimum for each purchase transactions
subsequent are limited to $25,000.
investment
- --------------------------------------------------------------------------------
REGULAR INVESTING $50 per month for Like all regular
WITH EASIVEST EasiVest; $50 investment plans, nei-
OR DIRECT PAYROLL per pay period for ther EasiVest nor
PURCHASE Direct Payroll Direct Payroll Pur-
You may enroll on Purchase. You may chase ensures a
your fund start or stop profit or protects
application, or call your regular against loss in a
us for a separate investment plan at any falling market.
form and more time, with two weeks' Because you'll invest
details. Investing notice to continually,
the same amount on a INVESCO. regardless of varying
monthly basis price levels, con-
allows you to buy sider your financial
more shares when ability to keep
prices are low and buying through low
fewer shares when price levels. And
prices are high. This remember that you
"dollar cost aver- will lose money if
aging" may help you redeem your
offset market fluctua- shares when the
tions. Over a period market value of all
of time, your average your shares is less
cost per share may be than their cost.
less than the actual
average per share.
- --------------------------------------------------------------------------------
BY PAL(R) $1,000 (The exchange Be sure to write down
Your "Personal minimum is $250 for the confirmation
Account Line" is subsequent purchases number provided by
available for requested by PAL(R). You must
subsequent purchases telephone.) forward your bank
and exchanges 24 account information
hours a day. to INVESCO prior to
Simply call using this option.
1-800-424-8085.
- --------------------------------------------------------------------------------
BY EXCHANGE $1,000 to open a new See "Exchange Policy."
Between two INVESCO account; $50
funds. Call for written requests
1-800-525-8085 for to purchase
prospectuses of additional shares for
other INVESCO funds. an existing
Exchanges account. (The
may be made by phone exchange minimum
or at our is $250 for exchanges
Web site at requested by
www.invesco.com. You telephone.)
may also establish an
automatic
monthly exchange
service between
two INVESCO funds;
call us for further
details and the
correct form.
<PAGE>
DISTRIBUTION EXPENSES. We have adopted a Plan and Agreement of Distribution
(commonly known as a "12b-1 Plan") for the Funds. The 12b-1 fees paid by each
Fund are used to defray all or part of the cost of preparing and distributing
prospectuses and promotional materials, as well as to pay for certain
distribution-related and other services. These services include compensation to
third party brokers, financial advisers and financial services companies that
sell Fund shares and/or service shareholder accounts.
Under the Plan, each Fund's payments are limited to an amount computed at an
annual rate of 0.25% of the Fund's average net assets. If distribution expenses
for a Fund exceed these computed amounts, INVESCO pays the difference.
[INVESCO ICON] YOUR ACCOUNT SERVICES
SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which contains your
current Fund holdings. The Funds do not issue share certificates.
INVESCO PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY,
SELL OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUND.
QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a written
statement which consolidates and summarizes account activity and value at the
beginning and end of the period for each of your INVESCO funds.
TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases, exchanges and sales. If you choose certain recurring transaction
plans (for instance, EasiVest), your transactions are confirmed on your
quarterly Investment Summaries.
TELEPHONE TRANSACTIONS. You may buy, exchange and sell Fund shares by telephone,
unless you specifically decline these privileges when you fill out the INVESCO
new account Application.
YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR
TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.
Unless you decline the telephone transaction privileges, when you fill out and
sign the new account Application, a Telephone Transaction Authorization Form, or
otherwise use your telephone transaction privileges, you lose certain rights if
someone gives fraudulent or unauthorized instructions to INVESCO that result in
a loss to you. In general, if INVESCO has followed reasonable procedures, such
as recording telephone instructions and sending written transaction
confirmations, INVESCO is not liable for following telephone instructions that
it believes to be genuine. Therefore, you have the risk of loss due to
unauthorized or fraudulent instructions.
IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for information and forms to establish or transfer your existing
retirement plan or account.
[INVESCO ICON] HOW TO SELL SHARES
The following chart shows several convenient ways to sell your Fund shares.
Shares of the Funds may be sold at any time at the next NAV calculated after
your request to sell in proper form is received by INVESCO. Depending on Fund
performance, the NAV at the time you sell your shares may be more or less than
the price you paid to purchase your shares.
<PAGE>
TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.
If you own shares in more than one INVESCO fund, please specify the fund whose
shares you wish to sell. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.
While INVESCO attempts to process telephone redemptions promptly, there may be
times - particularly in periods of severe economic or market disruption - when
you may experience delays in redeeming shares by phone.
INVESCO usually mails you the proceeds from the sale of Fund shares within seven
days after we receive your request to sell in proper form. However, payment may
be postponed under unusual circumstances -- for instance, if normal trading is
not taking place on the NYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares were purchased
by a check which has not yet cleared, payment will be made promptly when your
purchase check does clear; that can take up to 15 days.
If you participate in EasiVest, the Funds' automatic monthly investment program,
and sell all of the shares in your account, we will not make any additional
EasiVest purchases unless you give us other instructions.
Because of the Funds' expense structure, it costs as much to handle a small
account as it does to handle a large one. If the value of your account in any
Fund falls below $250 as a result of your actions (for example, sale of your
Fund shares), each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to $250
or more.
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE $250 (or, if less, INVESCO's telephone
Call us toll-free full liquidation of redemption privileges
at: 1-800-525-8085 the account) for a may be modified or
redemption check; terminated in the
$1,000 for a wire to future at INVESCO's
your bank of record. discretion.
The maximum amount
which may be redeemed
by telephone is
generally $25,000.
- --------------------------------------------------------------------------------
IN WRITING Any amount. The redemption
Mail your request to request must be
INVESCO Funds Group, signed by all
Inc., P.O. Box registered account
173706, Denver, CO owners. Payment will
80217-3706. You may be mailed to your
also send your address as it appears
request by overnight on INVESCO's
courier to 7800 E. records, or to a
Union Ave., bank designated by
Denver, CO 80237. you in writing.
<PAGE>
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $250 You must forward your
Call 1-800-525-8085 bank account
to request your information to
redemption. INVESCO INVESCO prior to
will automatically using this option.
pay the proceeds into
your designated bank
account.
- --------------------------------------------------------------------------------
BY INTERNET None You will need a web
Go to the INVESCO Web IRA redemptions browser to utilize
site at www.invesco.com are not this service. Internet
permitted. purchase transactions
are limited to $25,000.
- --------------------------------------------------------------------------------
BY EXCHANGE $250 for exchanges See "Exchange
Between two INVESCO requested by Policy."
funds. Call telephone. When opening a new
1-800-525-8085 for account, investment
prospectuses of other minimums apply.
INVESCO funds.
Exchanges may be
made by phone or
at our Website at
www.invesco.com.
You may also
establish an
automatic monthly
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.
- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL $100 per payment on a You must have least
PLAN monthly or or $10,000 total
You may call us to quarterly basis. The invested with the
request the redemption check may INVESCO funds with at
appropriate form and be made payable to least $5,000 of that
more information at any party you total invested in the
1-800-525-8085. designate. fund from which
withdrawals will be
made.
<PAGE>
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
PAYMENT TO THIRD Any amount. All registered
PARTY account owners must
Mail your request to sign the request,
INVESCO with signature
Funds Group, Inc., guarantees from an
P.O. Box 173706 eligible guarantor
Denver, CO 80217-3706. financial
institution, such as
a commercial bank or a
recognized national or
regional securities
firm.
[GRAPH ICON] TAXES
Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.
TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER.
Each Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of each Fund's shares that you own. These
distributions are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and the Fund's qualification as a
regulated investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes. Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.
However, unless you are (or your account is) exempt from income taxes, you must
include all dividends and capital gain distributions paid to you by a Fund in
your taxable income for federal, state and local income tax purposes. You also
may realize capital gains or losses when you sell shares of a Fund at more or
less than the price you originally paid. An exchange is treated as a sale, and
is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
distributing Fund(s) or other INVESCO funds.
If you have not provided INVESCO with complete, correct tax information, the
Funds are required by law to withhold 31% of your distributions and any money
that you receive from the sale of shares of the Funds as a backup withholding
tax.
We will provide you with detailed information every year about your dividends
and capital gain distributions. Depending on the activity in your individual
account, we may also be able to assist with cost basis figures for shares you
sell.
<PAGE>
[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Funds earn ordinary or investment income from dividends and interest on
their investments. The Funds expect to distribute substantially all of this
investment income, less Fund expenses, to shareholders annually, or at such
other times as the Funds may elect.
NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN
ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT ACCOUNTS).
TAX-EXEMPT ACCOUNTS)
A Fund also realizes capital gains and losses when it sells securities in its
portfolio for more or less than it paid for them. If total gains on sales exceed
total losses (including losses carried forward from previous years), a Fund has
a net realized capital gain. Net realized capital gains, if any, are distributed
to shareholders at least annually, usually in December.
Under present federal income tax laws, capital gains may be taxable at different
rates, depending on how long a Fund has held the underlying investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income. Long-term capital gains which are derived
from the sale of assets held for more than one year are taxed at up to the
maximum capital gains rate, currently 20% for individuals.
Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is declared, you may wind up "buying a distribution." This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will receive some of your investment back as a taxable distribution. Most
shareholders want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually considered a "wash sale" and you
will not be able to claim a tax loss.
Dividends and capital gain distributions paid by each Fund are automatically
reinvested in additional Fund shares at the NAV on the ex-distribution date,
unless you choose to have them automatically reinvested in another INVESCO fund
or paid to you by check or electronic funds transfer. If you choose to be paid
by check, the minimum amount of the check must be at least $10; amounts less
than that will be automatically reinvested. Dividends and other distributions,
whether received in cash or reinvested in additional Fund shares, may be subject
to federal income tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past five years (or, if shorter, the period
of the Fund's operations). Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, independent accountants, whose reports,
along with the financial statements, are included in INVESCO International
Funds, Inc.'s 1998 Annual Report to Shareholders and the INVESCO Specialty
Funds, Inc.'s 1999 Annual Report to Shareholders, which are incorporated by
reference into the Statement of Additional Information. These Reports are
available without charge by contacting IDI at the address or telephone number on
the back cover of this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EUROPEAN FUND-INVESTOR 1999 1998 1997 1996 1995
CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $17.34 $15.85 $14.09 $12.95
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.04 0.07 0.05 0.23
Net Gains on Securities
(both Realized and
Unrealized) 3.58 2.63 3.00 1.12
- -------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.62 2.70 3.05 1.35
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income(a) 0.06 0.07 0.08 0.21
Distributions from
Capital Gains 3.28 1.14 1.21 0.00
- -------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 3.34 1.21 1.29 0.21
- -------------------------------------------------------------------------------------------
Net Asset Value-End of Period $17.62 $17.34 $15.85 $14.09
===========================================================================================
TOTAL RETURN 24.92% 18.07% 23.47% 10.42%
RATIOS
Net Assets-End of Period
($000 Omitted) $672,146 $324,819 $300,588 $224,200
Ratio of Expenses to Average
Net Assets 1.34%(b) 1.25%(b) 1.36%(b) 1.40%(b)
Ratio of Net Investment Income
to Average Net Assets 0.24% 0.33% 0.37% 1.26%
Portfolio Turnover Rate 102% 90% 91% 96%
</TABLE>
(a) Distributions in excess of net investment income for the year ended October
31, 1998, amounted to less than $0.01 on a per share basis.
(b) Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
YEAR ENDED PERIOD ENDED
OCTOBER 31, 1999 OCTOBER 31, 1998(a)
- -------------------------------------------------------------------------------
INTERNATIONAL BLUE CHIP FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning of Period $ 10.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Gains on Securities (Both
Realized and Unrealized) 0.02
- --------------------------------------------------------------------------------
Net Asset Value End of Period $ 10.02
================================================================================
TOTAL RETURN 0.20%(b)
RATIOS
Net Assets-End of Period
($000 Omitted) $6,287
Ratio of Expenses to Average
Net Assets(c) 0.90%(d)
Ratio of Net Investment Income
to Average Net Assets 6.16%(d)
Portfolio Turnover Rate 0%(b)
(a) From October 28, 1998, commencement of investment operations, to October 31,
1998.
(b) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(c) Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.
(d) Annualized
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
OCTOBER 31 YEAR ENDED JULY 31 JULY 31
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LATIN AMERICAN 1999 1998 1997 1996 1995(a)
GROWTH FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $11.18 $18.37 $12.86 $11.69 $10.00
- ---------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income (Loss)(b) 0.04 0.00 0.13 0.08 0.02
Net Gains or (Losses)
on Securities (Both
Realized and Unrealized (2.83) (5.41) 5.88 1.62 1.69
- ---------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS (2.79) (5.41) 6.01 1.70 1.71
- ---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income(c) 0.02 0.00 0.14 0.09 0.02
Distributions from
Capital Gains 0.00 1.02 0.36 0.44 0.00
Distributions In Excess
of Capital Gains 0.11 0.76 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.13 1.78 0.50 0.53 0.02
- ---------------------------------------------------------------------------------------------------
Net Asset Value-
End of Period $8.26 $11.18 $18.37 $12.86 $11.69
===================================================================================================
TOTAL RETURN(d) (24.87%) (30.64%) 48.06% 15.27% 17.09%(e)
RATIOS
Net Assets-End of
Period ($000 Omitted) $23,568 $34,725 $130,272 $32,064 $7,423
Ratio of Expenses to
Average Net Assets(f) 2.17%(g) 1.99%(g) 1.76%(g) 2.14%(g) 2.00%(h)
Ratio of Net Investment
Income to Average Net
Assets(f) 0.52% 0.00% 1.35% 1.26% 0.79%(h)
Portfolio Turnover Rate 90% 33% 72% 29% 30%(e)
</TABLE>
(a) From February 15, 1995, commencement of investment operations, to July 31,
1995.
(b) Net Investment Income (Loss) aggregated less than $0.01 on a per share basis
for the year ended July 31, 1998.
(c) Distributions in excess of net investment income for the year ended July 31,
1998, aggregated less than $0.01 on a per share basis.
(d) The applicable redemption fees are not included in the Total Return
calculation.
(e) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(f) Various expenses of the Fund were voluntarily absorbed by INVESCO and IAML
for the year ended July 31, 1999 and the period ended July 31, 1995. If such
expenses had not been voluntarily absorbed, ratio of expenses to average net
assets would have been 3.39% and 4.49% (annualized), respectively and ratio
of net investment income to average net assets would have been (0.70%) and
(1.70%) (annualized), respectively.
(g) Ratio is based upon Total Expenses of the Fund, less Expenses absorbed by
INVESCO and IAML, where applicable, which is before any expense offset
arrangements.
(h) Annualized.
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
PACIFIC BASIN FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $9.74 $14.11 $13.83 $17.07
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.07 (0.09) (0.02) 0.06
(Loss)
Net Gains or (Losses) on
Securities (Both Realized and
Unrealized) (2.80) (3.45) 0.51 (1.45)
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (2.73) (3.54) 0.49 (1.39)
- -----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(a) 0.12 0.00 0.03 0.06
Distributions from Capital
Gains 0.00 0.83 0.18 1.79
In Excess of Capital Gains 0.20 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.32 0.83 0.21 1.85
- -----------------------------------------------------------------------------------------------
Net Asset Value-End of Period $6.69 $9.74 $14.11 $13.83
===============================================================================================
TOTAL RETURN (28.68%) (26.65%) 3.55% (8.31%)
RATIOS
Net Assets-End of Period
($000 Omitted) $45,070 $63,943 $149,870 $154,374
Ratio of Expenses to
Average Net Assets(b) 2.07%(c) 1.72%(c) 1.60%(c) 1.52%(c)
Ratio of Net Investment
Income (Loss) to Average
Net Assets(b) 0.25% (0.44%) (0.04%) 0.37%
Portfolio Turnover Rate 114% 86% 70% 56%
</TABLE>
(a) Distributions in excess of net investment income for the years ended October
31, 1998, 1997 and 1996 aggregated less than $0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended October 31, 1998. If such expenses had not been voluntarily
absorbed, ratio of expenses to average net assets would have been 2.56% and
ratio of net investment loss to average net assets would have been (0.24%).
(c) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
INVESCO, if applicable, which is before any expense offset arrangements.
<PAGE>
JANUARY ___, 2000
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO EUROPEAN FUND - INVESTOR CLASS
INVESCO INTERNATIONAL BLUE CHIP FUND - INVESTOR CLASS
INVESCO LATIN AMERICAN GROWTH FUND - INVESTOR CLASS
INVESCO PACIFIC BASIN FUND - INVESTOR CLASS
You may obtain additional information about the Funds from several sources:
FINANCIAL REPORTS. Although this Prospectus describes the Funds' anticipated
investments and operations, the Funds also prepare annual and semiannual reports
that detail the Funds' actual investments at the report date. These reports
include discussion of each Fund's recent performance, as well as market and
general economic trends affecting each Fund's performance. The annual report
also includes the report of the Funds' independent accountants.
STATEMENT OF ADDITIONAL INFORMATION. The SAI dated January __, 2000 is a
supplement to this Prospectus and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.
INTERNET. The current Prospectus of the Funds may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, SAI, annual
report and semiannual report of the Funds are available on the SEC Web site at
www.sec.gov.
To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. Information on the Public Reference Section
can be obtained by calling 1-800-SEC-0330. The SEC file numbers for the Funds
are 811-7758 and 033-63498.
811-7758
<PAGE>
PROSPECTUS | ________, 2000
- --------------------------------------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- --------------------------------------------------------------------------------
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO EUROPEAN FUND--CLASS C
INVESCO INTERNATIONAL BLUE CHIP FUND--CLASS C
INVESCO LATIN AMERICAN GROWTH FUND--CLASS C
INVESCO PACIFIC BASIN FUND--CLASS C
FOUR NO-LOAD MUTUAL FUNDS SEEKING INVESTMENT OPPORTUNITIES OVERSEAS.
TABLE OF CONTENTS
Investment Goals, Strategies And Risks.................32
Fund Performance.......................................34
Fees And Expenses......................................36
Investment Risks.......................................38
Risks Associated With Particular Investments...........39
Temporary Defensive Positions..........................44
Portfolio Turnover.....................................45
Fund Management........................................45
Portfolio Managers.....................................46
Potential Rewards......................................46
Share Price............................................47
How To Buy Shares......................................47
Your Account Services..................................51
How To Sell Shares.....................................51
Taxes..................................................54
Dividends And Capital Gain Distributions...............55
Financial Highlights...................................56
[INVESCO ICON]
INVESCO
The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is
committing a federal crime.
<PAGE>
This Prospectus will tell you more about:
[KEY ICON] Investment Objectives & Strategies
[ARROW ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------
[KEY ICON][ARROW ICON] INVESTMENT GOALS, STRATEGIES AND RISKS
FACTORS COMMON TO ALL THE FUNDS
INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Funds.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management and sale of the Funds.
The Funds' Class C shares are sold exclusively through third parties, such as
brokers, banks, and financial planners. You cannot purchase the Funds' Class C
shares directly from INVESCO or its affiliated companies. This Prospectus
contains important information about the Funds' Class C shares. One or more
additional classes of shares are offered directly to the public through separate
prospectuses. Those other classes of shares have lower sales charges and
expenses, with resulting positive effects on their performance. You can choose
the class of shares that is best for you, based on how much you plan to invest
and how long you plan to hold your shares. To obtain additional information
about other classes of shares, contact INVESCO Distributors, Inc. ("IDI") at
1-800-_______________. You may also obtain information concerning other classes
offered from your broker, bank, or financial planner who is offering the Class C
shares offered in this Prospectus.
No dealer, sales person, or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, and you should not rely on such other information or
representations.
FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.
All of the Funds attempt to make your investment grow.The Funds are aggressively
managed. Although the Funds can invest in debt securities, they primarily invest
in equity securities that INVESCO believes will rise in price faster than other
securities, as well as in options and other investments whose value is based
upon the values of equity securities.
Each Fund has a specific investment objective and strategy. The Funds invest
primarily in securities of foreign companies. We define a "foreign" company as
one that has its principal business activities outside of the United States.
Since many companies do business all over the world, including in the United
States, we look at several factors to determine where a company's principal
business activities are located, including:
o The physical location of the company's management personnel; and
o Whether more than 50% of its assets are located outside the United States; or
o Whether more than 50% of its income is earned outside the United
States.
<PAGE>
The Funds share a common investment process which combines top-down and
bottom-up analysis to select securities for their portfolios.
TOP-DOWN: Our regional and country equity teams look at broad global economic
trends and other factors that can affect markets. On a country-by-country basis,
anticipated political and currency stability are also considered. Using this
analysis, we decide how much the Fund will invest in each country and equity
market sector. Minimum and maximum weightings for both countries and sectors are
used to develop portfolio diversification. And, in some cases, our local
presence and fundamental research may provide investment insights into specific
opportunities and risks involved in each country or region.
This analysis is particularly important for investments in "emerging" markets
- --those countries that the international financial community considers to have
developing economies and securities markets that are not as established as those
in the United States. Emerging countries generally are considered to include
every nation in the world except the United States, Canada, Japan, Australia,
New Zealand and the nations in Western Europe (other than Greece, Portugal and
Turkey). In general, investments in emerging markets have a higher degree of
risk than investments in more established markets.
BOTTOM-UP: We also perform fundamental analysis and extensive research on
specific stocks, often including visiting companies to meet with corporate
management and understand the businesses. We seek to invest in companies that
have an above-average earnings growth that we believe is not fully reflected in
the present market price of their securities. Also, we seek to increase
diversification by setting maximum limits on each security held in the
portfolio.
[ARROW ICON] Other principal risks involved in investing in the Funds are
foreign securities, emerging market, market, credit, interest rate, duration,
liquidity, counterparty and lack of timely information risks. These risks are
described and discussed later in this Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in a
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any other mutual fund, there is always a risk that you can lose money on
your investment in a Fund.
[KEY ICON] INVESCO EUROPEAN FUND--CLASS C
This Fund attempts to make your investment grow. It primarily invests in equity
securities of companies located in Western Europe. We prefer companies with
proven track records that are strongly managed. Although the Fund invests
predominately in mid- and large-capitalization stocks, it also will hold
positions in small-cap stocks.
[KEY ICON] INVESCO INTERNATIONAL BLUE CHIP FUND-- CLASS C
This Fund seeks high total return through long-term capital appreciation and
current income. It invests most of its assets in equity securities of
large-capitalization companies with a record of stable earnings or dividends and
a reputation for high-quality management. Although some of its investments may
be in smaller, emerging stock markets, the Fund generally invests in securities
that are traded in larger, more liquid international securities exchanges. Stock
selection emphasizes bottom-up analysis.
<PAGE>
[KEY ICON] INVESCO LATIN AMERICAN GROWTH FUND-- CLASS C
This Fund invests primarily in equity securities of Latin American issuers. We
prefer companies with proven track records that are strongly managed. We define
a Latin American company as one that has its principal business activities in
Latin America, which includes Mexico, Central America, South America and the
Spanish-speaking islands of the Caribbean.
[KEY ICON] INVESCO PACIFIC BASIN FUND--CLASS C
The Fund attempts to make your investment grow. It invests in the equity
securities of companies located in the Far East and Pacific Rim, including
Australia, Hong Kong, New Zealand, Singapore and Japan, in addition to
investments in smaller, less liquid, emerging markets throughout that region.
Although the Fund invests predominately in mid- and large-capitalization stocks,
it also will hold positions in small-cap stocks.
[GRAPH ICON] FUND PERFORMANCE
Since the Funds' Class C shares did not commence investment operations until
January __, 2000, the bar charts below show the Funds' Investor Class shares'
actual yearly performance for the years ended December 31 (commonly known as
their "total return") over the past decade or since inception. Investor Class
shares are not offered in this Prospectus. The bar charts do not reflect
contingent deferred sales charges or asset based sales charges in excess of
0.25% of net assets; if they did, the total return shown would be lower. The
table below shows average annual returns for various periods ended December 31
for each Fund's Investor Class shares compared to the MSCI-AC Europe,
MSCI-Europe/Australia/Far East, MSCI-Emerging Markets-Latin America or
MSCI-Pacific Indexes. The information in the charts and table illustrates the
variability of each Investor Class Fund's return and how its performance
compared to a broad measure of market performance. Remember, past performance
does not indicate how a Fund will perform in the future.
<PAGE>
The four charts below contain the following plot points:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
EUROPEAN FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
0.74% 7.99% (7.64%) 24.60% (3.05%) 19.19% 29.68% 15.15% 32.93% ____%
======================================================================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
- ------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------
INTERNATIONAL BLUE CHIP FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3)
- --------------------------------------------------------------
==============================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
- --------------------------------------------------------------
- -------------------------------------------------------------
LATIN AMERICAN GROWTH FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(4)
- --------------------------------------------------------------
1996 1997 1998 1999
25.87% 19.33% (45.71%) ____%
==============================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
- --------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PACIFIC BASIN FUND--INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
(24.43%) 13.17% (13.54%) 42.61% 4.67% 4.02% 0.08% (36.86%) (11.92%) ____%
======================================================================================================
Worst Calendar Qtr. _____ _____%
Best Calendar Qtr. _____ _____%
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1),(2)
AS OF 12/31/99
10 YEARS
1 YEAR 5 YEARS OR SINCE INCEPTION
<S> <C> <C> <C>
European Fund - Investor Class ____ ____ ____
MSCI-AC Europe Index(5) ____ ____ ____
International Blue Chip - Investor Class ____ ____ ____(3)
MSCI-EAFE Index(5) ____ ____ ____
Latin American Growth Fund - Investor Class ____ ____ ____(4)
MSCI-Emerging Markets-Latin America Index(5) ____ ____ ____
Pacific Basin Fund - Investor Class ____ ____ ____
MSCI-Pacific Index(5) ____ ____ ____
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of each Fund's expenses.
(2) The total and average annual returns are for a separate class of shares that
is not offered in this Prospectus. Total returns of Class C shares will differ
only to the extent that the classes do not have the same expenses.
(3) International Blue Chip Fund - Investor Class commenced investment
operations on October 28, 1998.
(4) Latin American Growth Fund - Investor Class commenced investment operations
on February 15, 1995.
(5) The MSCI-AC Europe Index, MSCI-EAFE Index, MSCI-Emerging Markets--Latin
America Index and MSCI-Pacific Index are unmanaged indexes that show the
performance of common stocks for Europe, Europe/Australia/Far East, Latin
America and the Pacific Rim, respectively. Please keep in mind that the indexes
do not pay brokerage, management, administrative or distribution expenses, all
of which are paid by the Funds and are reflected in their annual returns.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds:
SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT
CLASS C SHARES
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) 1.00%*
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Other Distributions None
Redemption Fee (as a percentage of amount redeemed) None
Exchange Fee None
Maximum Account Fee None
* A 1% contingent deferred sales charge is charged on redemptions or
exchanges of shares held thirteen months or less other than shares acquired
through the reinvestment of dividend and other distributions.
<PAGE>
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
EUROPEAN FUND - CLASS C
Management Fees _____
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses(2) _____
Total Annual Fund Operating Expenses(2) _____
INTERNATIONAL BLUE CHIP FUND - CLASS C
Management Fees _____
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses(2) _____
Total Annual Fund Operating Expenses(2) _____
LATIN AMERICAN GROWTH FUND - CLASS C
Management Fees 0.75%
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses(2) _____
Total Annual Fund Operating Expenses(2) _____
PACIFIC BASIN FUND - CLASS C
Management Fees _____
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses(2) _____
Total Annual Fund Operating Expenses(2) _____
(1) Because the Funds pay 12b-1 distribution fees which are based upon each
Fund's assets, if you own shares of a Fund for a long period of time, you
may pay more than the economic equivalent of the maximum front-end sales
charge permitted for mutual funds by the National Association of Securities
Dealers, Inc.
(2) Based on estimated expenses for the current fiscal year which may be more
or less than actual expenses. Actual expenses are not provided because the
Funds did not begin a public offering of their shares until January __,
2000. If necessary, certain expenses of the Funds will be absorbed by
INVESCO for at least the first fiscal year of each Fund's operations in
order to ensure that expenses for European--Class C, International Blue
Chip--Class C, Latin American Growth--Class C, and Pacific Basin--Class C
Funds will not exceed ____%, ____%, ____%, and ____%, respectively, of each
Fund's average net assets pursuant to an agreement between the Funds and
INVESCO and/or the applicable sub-adviser. These commitments may be changed
at any time following consultation with the board of directors. After
absorption, European Fund--Class C's Other Expenses and Total Annual Fund
Operating Expenses for the fiscal year ending October 31, 2000 are
estimated to be ____% and ____%, respectively, of the Fund's average net
assets; International Blue Chip Fund--Class C's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ending October 31, 2000
are estimated to be ____% and ____%, respectively, of the Fund's average
net assets; Latin American Growth Fund--Class C's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ending October 31, 2000
are estimated to be ____% and ____%, respectively, of the Fund's average
net assets; and Pacific Basin Fund--Class C's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ended October 31, 2000
are estimated to be ____% and ____%, respectively, of the Fund's average
net assets.
<PAGE>
EXAMPLES
These Examples are intended to help you compare the cost of investing in the
Funds to the cost of investing in other mutual funds.
The Examples assume that you invested $10,000 in Class C shares of a Fund for
the time periods indicated. The first Example assumes that you redeem all of
your shares at the end of those periods. The second Example assumes that you
keep your shares. Both Examples also assume that your investment had a
hypothetical 5% return each year, and assume that the Class C shares's operating
expenses remained the same. Although a Fund's actual costs and performance may
be higher or lower, based on these assumptions your costs would have been:
<TABLE>
<CAPTION>
IF SHARES ARE REDEEMED 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
European Fund - Class C $ ____ $ ____ $ ____ $ ____
International Blue Chip Fund - Class C $ ____ $ ____ $ ____ $ ____
Latin American Growth Fund - Class C $ ____ $ ____ $ ____ $ ____
Pacific Basin Fund - Class C $ ____ $ ____ $ ____ $ ____
IF SHARES ARE NOT REDEEMED 1 year 3 years 5 years 10 years
European Fund - Class C $ ____ $ ____ $ ____ $ ____
International Blue Chip Fund - Class C $ ____ $ ____ $ ____ $ ____
Latin American Growth Fund - Class C $ ____ $ ____ $ ____ $ ____
Pacific Basin Fund - Class C $ ____ $ ____ $ ____ $ ____
</TABLE>
[ARROW ICON] INVESTMENT RISKS
You should determine the level of risk with which you are comfortable before you
invest. The principal risks of investing in any mutual fund, including these
Funds, are:
BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.
NOT INSURED. Mutual funds are not insured by the FDIC or any other agency,
unlike bank deposits such as CDs or savings accounts.
NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.
POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its performance, nor
assure you that the market value of your investment will increase. You may lose
the money you invest, and the Funds will not reimburse you for any of these
losses.
VOLATILITY. The price of your mutual fund shares will increase or decrease with
changes in the value of a Fund's underlying investments and changes in the
equity markets as a whole.
NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Funds are designed to be only a part
of your personal investment plan.
<PAGE>
YEAR 2000. Many computer systems in use today may not be able to recognize any
date after December 31, 1999. If these systems are not fixed by that date, it is
possible that they could generate erroneous information or fail altogether.
INVESCO has committed substantial resources in an effort to make sure that it's
own major computer systems will continue to function on and after January 1,
2000. Of course, INVESCO cannot fix systems that are beyond its control. If
INVESCO's own systems, or the systems of third parties upon which it relies, do
not perform properly after December 31, 1999, the Funds could be adversely
affected.
In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000. For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties. Individual issuers may incur increased costs in
making their own systems Year 2000 compliant. The combination of market
uncertainty and increased costs means that there is a possiblility that Year
2000 computer issues may adversely affect the Funds' investments. At this time,
it is generally believed that foreign issuers, particularly those in emerging
and other markets, may be more vulnerable to Year 2000 problems than will be
issuers in the U.S.
[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS
You should consider the special factors associated with the policies discussed
below in determining the appropriateness of investing in a Fund. See the
Statement of Additional Information for a discussion of additional risk factors.
FOREIGN SECURITIES RISKS
Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks.
CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of a Fund's investment in a security
valued in the foreign currency, or based on that currency value.
POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.
REGULATORY RISK. Government regulations may affect the value of a security.
In foreign countries, securities markets that are less regulated than those
in the U.S. may permit trading practices that are not allowed in the U.S.
DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.
EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999, adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time these currencies will disappear entirely. Other
European countries may adopt the euro in the future.
The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Funds.
<PAGE>
EMU countries, as a single market, may affect future investment decisions
of the Funds. As the euro is implemented, there may be changes in the
relative strength and value of the U.S. dollar and other major currencies,
as well as possible adverse tax consequences. The euro transition by EMU
countries - present and future - may affect the fiscal and monetary levels
of those participating countries. There may be increased levels of price
competition among business firms within EMU countries and between
businesses in EMU and non-EMU countries. The outcome of these uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.
EMERGING MARKETS RISK
All of the countries in Latin America are considered to be emerging markets.
Investments in emerging markets carry additional risks beyond typical
investments in foreign securities. Emerging markets are countries that the
international financial community considers to have developing economies and
securities markets that are not as established as those in the United States.
Emerging markets are generally considered to include every country in the world
except the United States, Canada, Japan, Australia, New Zealand and nations in
Western Europe (other than Greece, Portugal and Turkey).
Investments in emerging markets have a higher degree of risk than investments in
more established markets. These countries generally have a greater degree of
social, political and economic instability than do developed markets.
Governments of emerging market countries tend to exercise more authority over
private business activities, and, in many cases, either own or control large
businesses in those countries. Businesses in emerging markets may be subject to
nationalization or confiscatory tax legislation that could result in
investors--including the Fund--losing their entire investment. Emerging markets
often have a great deal of social tension. Authoritarian governments and
military involvement in government is common. In such markets, there is often
social unrest, including insurgencies and terrorist activities.
Economically, emerging markets are generally dependent upon foreign trade and
foreign investment. Many of these countries have borrowed significantly from
foreign banks and governments. These debt obligations can affect not only the
economy of a developing country, but its social and political stability as well.
MARKET RISK
Equity stock prices vary and may fall, thus reducing the value of a Fund's
investments. Certain stocks selected for any Fund's portfolio may decline in
value more than the overall stock market. In general, the securities of large
businesses with outstanding securities worth $5 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $1 billion, or small businesses with outstanding securities worth less
than $1 billion.
CREDIT RISK
The Funds may invest in debt instruments, such as notes and bonds. There is a
possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.
DEBT SECURITIES RISK
Debt securities include bonds, notes and other securities that give the holder
the right to receive fixed amounts of principal, interest, or both on a date in
the future or on demand. Debt securities also are often referred to as
fixed-income securities, even if the rate of interest varies over the life of
the security.
<PAGE>
Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which the Fund invests. A decline in
interest rates tends to increase the market values of debt securities in which
the Fund invests.
Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful but not certain guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the rating service assigns to the security. To compensate investors for
accepting that greater risk, lower-rated securities tend to offer higher
interest rates. Lower-rated debt securities are often referred to as "junk
bonds." A debt security is considered lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.
Lower-rated and non-rated debt securities of comparable quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be considered speculative. Junk bonds are perceived by independent
rating agencies as having a greater risk that their issuers will not be able to
pay the interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted bond
would likely drop, and the Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.
In addition to poor individual company performance in the marketplace or in its
internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt securities to experience increased financial
problems which could hurt their ability to pay principal and interest
obligations, to meet projected business goals, and to obtain additional
financing. These conditions more severely impact issuers of lower-rated debt
securities. The market for lower-rated straight debt securities may not be as
liquid as the market for higher- rated straight debt securities. Therefore,
INVESCO attempts to limit purchases of lower-rated securities to securities
having an established secondary market.
Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.
INTEREST RATE RISK
Changes in interest rates will affect the resale value of debt securities held
in a Fund's portfolio. In general, as interest rates rise, the resale value of
debt securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.
DURATION RISK
Duration is a measure of a debt security's sensitivity to interest rate changes.
Duration is usually expressed in terms of years, with longer durations usually
more sensitive to interest rate fluctuations.
<PAGE>
LIQUIDITY RISK
A Fund's portfolio is liquid if the Fund is able to sell the securities it owns
at a fair price within a reasonable time. Liquidity is generally related to the
market trading volume for a particular security. Investments in smaller
companies or in foreign companies or companies in emerging markets are subject
to a variety of risks, including potential lack of liquidity.
COUNTERPARTY RISK
This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in the transaction
will not fulfill its contractual obligation to complete the transaction with a
Fund.
LACK OF TIMELY INFORMATION RISK
Timely information about a security or its issuer may be unavailable, incomplete
or inaccurate. This risk is more common to securities issued by foreign
companies and companies in emerging markets than it is to the securities of
U.S.-based companies.
-----------------------------------------------------------
The Funds generally invest in equity securities of foreign companies. However,
in an effort to diversify their holdings and provide some protection against the
risk of other investments, the Funds also may invest in other types of
securities and other financial instruments, as indicated in the chart below.
These investments, which at any given time may constitute a significant portion
of a Fund's portfolio, have their own risks.
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY
RECEIPTS (ADRS) Market, European
These are securities Information, International
issued by U.S. banks that Political, Blue Chip
represent shares of Regulatory, Latin American Growth
foreign corporations held Diplomatic, Pacific Basin
by those banks. Although Liquidity and
traded in U.S. securities Currency Risks
markets and valued in
U.S. dollars, ADRs carry
most of the risks of
investing directly in
foreign securities.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
COUNTRY FUNDS
Closed-end mutual Market, European
funds that invest in Information, Pacific Basin
the securities of par- Political,
ticular countries may Regulatory,
particularly be used Diplomatic,
when non-residents Liquidity and
may not invest Currency Risks
directly in securities
of companies in those
countries. Country funds have
operating expenses, including
management fees, which
reduce the investment return.
- --------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by Market Credit, European
private companies or Interest Rate International
governments representing and Duration Blue Chip
an obligation to pay Risks Latin American Growth
interest and to repay Pacific Basin
principal when the
security matures.
- --------------------------------------------------------------------------------
DELAYED DELIVERY OR
WHEN-ISSUED SECURITIES Market and European
Ordinarily, the Fund Interest Rate International
purchases securities and Risks Blue Chip
pays for them in cash at Latin American Growth
the normal trade Pacific Basin
settlement time. When the
Fund purchases a delayed
delivery or when-issued
security, it promises to
pay in the future for
example, when the
security is actually
available for delivery to
the Fund. The Fund's
obligation to pay and the
interest rate it
receives, in the case of
debt securities, usually
are fixed when the Fund
promises to pay. Between
the date the Fund
promises to pay and the
date the securities are
actually received, the
Fund receives no interest
on its investment, and
bears the risk that the
market value of the
when-issued security may
decline.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS Currency, European
A contract to exchange an Political, International
amount of currency on a Diplomatic, Blue Chip
date in the future at an Counterparty Latin American Growth
agreed-upon exchange rate and Regulatory Pacific Basin
might be used by the Fund Risks
to hedge against changes
in foreign currency
exchange rates when the
Fund invests in foreign
securities. Does not
reduce price fluctuations
in foreign securities, or
prevent losses if the
prices of those
securities decline.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be Liquidity Risk European
sold quickly at its fair International
value. Blue Chip
Latin American Growth
Pacific Basin
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which Credit and European
the seller of a security Counterparty International
agrees to buy it back at Risks Blue Chip
an agreed-upon price and Latin American Growth
time in the future. Pacific Basin
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not Liquidity Risk European
registered, but which are International
bought and sold solely by Blue Chip
institutional investors. Latin American Growth
The Fund considers many Pacific Basin
Rule 144A securities to
be "liquid," although the
market for such
securities typically is
less active than the
public securities mar-
kets.
- --------------------------------------------------------------------------------
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS
When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of a Fund by investing in securities that are
highly liquid such as high quality money market instruments, like short-term
U.S. government obligations, commercial paper or repurchase agreements, even
though that is not the normal investment strategy of any Fund. We have the right
to invest up to 100% of a Fund's assets in these securities, although we are
unlikely to do so. Even though the securities purchased for defensive purposes
<PAGE>
often are considered the equivalent of cash, they also have their own risks.
Investments that are highly liquid or comparatively safe tend to offer lower
returns. Therefore, a Fund's performance could be comparatively lower if it
concentrates in defensive holdings.
[ARROW ICON] PORTFOLIO TURNOVER
We actively manage and trade the Funds' portfolios. Therefore, some of the Funds
may have a higher portfolio turnover rate compared to many other mutual funds.
The Funds with higher than average portfolio turnover rates for the fiscal year
or fiscal period ended October 31, 1999 are:
INVESCO European Fund ___%
INVESCO International Blue Chip Fund ___%
INVESCO Latin American Growth Fund ___%
INVESCO Pacific Basin Fund ___%
A portfolio turnover rate of 200%, for example, is equivalent to a Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turnover rate may result in higher brokerage
commissions and taxable capital gain distributions to a Fund's shareholders.
[INVESCO ICON] FUND MANAGEMENT
INVESTMENT ADVISER
INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $ __ billion
for more than ______ shareholders of 45 INVESCO mutual funds. INVESCO performs a
wide variety of other services for the Funds, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).
INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $291 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.
INVESCO Asset Management Limited ("IAML"), located at ________________, is the
sub-adviser to the European, Latin American Growth and Pacific Basin Funds.
INVESCO Global Asset Management (N.A.) ("IGAM"), located at 1355 Peachtree
Street NE, Suite 250, Atlanta, Georgia, is the sub-adviser to the International
Blue Chip Fund.
A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Funds' distributor and is responsible for the sale of the Funds' shares.
INVESCO, IAML, IGAM and IDI are subsidiaries of AMVESCAP PLC.
Since the Funds' Class C shares did not commence investment operations until
January __, 2000, Class C shares paid no fees to INVESCO for its advisory
services in the year or fiscal period ended October 31, 1999.
<PAGE>
[INVESCO ICON] PORTFOLIO MANAGERS
The Funds are managed on a day-to-day basis by IAML and IGAM , which serve as
sub-advisers to the Funds. When we refer to team management without naming
individual portfolio managers, we mean a system by which a senior investment
policy group sets country-by-country allocation of Fund assets and risk
controls, while individual country specialists select individual securities
within those allocations.
FUND SUB-ADVISER PORTFOLIO MANAGER
European IAML Team Management
Latin American Growth IAML David Manuel
International Blue Chip IGAM Team Management
Pacific Basin IAML Team Management
DAVID MANUEL has been the portfolio manager of Latin American Growth Fund since
1998 and a fund manager with INVESCO GT Asset Management since 1997,
specializing in Latin American equities. David was previously a senior fund
manager with Abbey-Life Investment Services. He received a B.A. (Hons) from
Cambridge University and a Ph.D. from London University.
[INVESCO ICON] POTENTIAL REWARDS
NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR SHORT-TERM TRADING PURPOSES.
The Funds offer shareholders the potential to increase the value of their
capital over time; International Blue Chip Fund also offers the opportunity for
current income. Like most mutual funds, each Fund seeks to provide higher
returns than the market or its competitiors, but cannot guarantee that
performance. Each Fund seeks to minimize risk by invest ing in many different
companies in a variety of industries.
SUITABILITY FOR INVESTORS
Only you can determine if an investment in a Fund is right for you based upon
your own economic situation, the risk level with which you are comfortable and
other factors. In general, the Funds are most suitable for investors who:
o are willing to grow their capital over the long-term (at least five years)
o can accept the additional risks associated with international investing
o understand that shares of a Fund can, and likely will, have daily price
fluctuations
o are investing tax-deferred retirement accounts, such as Traditional and Roth
Individual Retirement Accounts ("IRAs"), as well as employer-sponsored
qualified retirement plans, including 401(k)s and 403(b)s, all of which
have longer investment horizons.
You probably do not want to invest in the Funds if you are:
o primarily seeking current dividend income (although International Blue
Chip Fund does seek to provide income in addition to capital appreciation)
o unwilling to accept potentially significant changes in the price of Fund
shares
o speculating on short-term fluctuations in the stock markets
o are uncomfortable with the special risks associated with international
investing.
<PAGE>
[INVESCO ICON] SHARE PRICE
CURRENT MARKET VALUE OF FUND
ASSETS + ACCRUED INTEREST AND
DIVIDENDS - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).
The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in each Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally, 4:00 p.m. Eastern time). Therefore, shares of the Funds are
not priced on days when the NYSE is closed, which generally is on weekends and
national holidays in the U.S.
NAV is calculated by adding together the current market price of all of a Fund's
investments and other assets, including accrued interest and dividends;
subtracting the Fund's debts, including accrued expenses; and dividing that
dollar amount by the total number of the Fund's outstanding shares.
All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or exchange shares of a Fund. Your instructions must be received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV. If INVESCO hears from you after that time, your instructions will be
processed at the NAV calculated at the end of the next day that the NYSE is
open.
Foreign securities exchanges, which set the prices for foreign securities held
by the Funds, are not always open the same days as the NYSE, and may be open for
business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
would not calculate NAV on Thanksgiving Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign exchanges
could result in changes in the value of investments held by the Funds on that
day.
[INVESCO ICON] HOW TO BUY SHARES
TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.
Many of the INVESCO Funds have multiple classes of shares, each class
representing an interest in the same portfolio of investments. When choosing a
share class, you should consider which class best meets your situation. Your
investment representative can help you decide. Contact your investment
representative for several convenient ways to invest in the Funds. Class C
shares are available only through your investment representative. There is no
charge to invest directly through INVESCO. However, with respect to Class C
shares, upon redemption or exchange of Class C shares held thirteen months or
less (other than Class C shares acquired through reinvestment of dividends or
other distributions), a contingent deferred sales charge of 1% of the current
net asset value of Class C shares will be assessed. If you invest in a Fund
through a securities broker, you may be charged a commission or transaction fee
for either purchases or sales of Fund shares. For all new accounts, please send
a completed application form, and specify the fund or funds you wish to
purchase.
<PAGE>
INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion, if it determines this action is
in the best interests of that Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.
MINIMUM INITIAL INVESTMENT. $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans, including IRAs.
MINIMUM SUBSEQUENT INVESTMENT. $50 (Minimums are lower for certain retirement
plans.)
EXCHANGE POLICY. You may exchange your Class C shares in any of the Funds for
Class C shares in another INVESCO mutual fund on the basis of their respective
NAVs at the time of the exchange.
FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.
Before making any exchange, be sure to review the prospectuses of the funds
involved and consider the differences between the funds. Also, be certain that
you qualify to purchase certain classes of shares in the new fund. An exchange
is the sale of shares from one fund immediately followed by the purchase of
shares in another. Therefore, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless, of course, you or your
account qualifies as tax-deferred under the Internal Revenue Code). If the
shares of the fund you are selling have gone up in value since you bought them,
the sale portion of an exchange may result in taxable income to you.
We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in exactly the
same name(s) and Social Security or federal tax I.D. number(s).
o You may make up to four exchanges out of each Fund per 12-month period, but
you may be subject to the contingent deferred sales charge, described below.
o Each Fund reserves the right to reject any exchange request, or to modify or
terminate the exchange policy, if it is in the best interests of the Fund and
its shareholders. Notice of all such modifications or termination that affect
all shareholders of the Fund will be given at least 60 days prior to the
effective date of the change, except in unusual instances, including a
suspension of redemption of the exchanged security under Section 22(e) of the
Investment Company Act of 1940.
In addition, the ability to exchange may be temporarily suspended at any time
that sales of the Fund into which you wish to exchange are temporarily stopped.
Please remember that if you pay by check or wire and your funds do not clear,
you will be responsible for any related loss to any Fund or INVESCO. If you are
already an INVESCO funds shareholder, the Fund may seek reimbursement for any
loss from your existing account(s).
CONTINGENT DEFERRED SALES CHARGE (CDSC). If you exchange or redeem Class C
shares of any Fund after holding them thirteen months or less (other than shares
acquired through reinvestment of dividends or other distributions), a CDSC of 1%
of the current net asset value of the shares being exchanged or redeemed will be
assessed. The fee applies to redemptions from the Fund and exchanges (other than
exchanges into Class C shares) into any of the other mutual funds which are also
<PAGE>
advised by INVESCO and distributed by IDI. We will use the "first-in, first-out"
method to determine your holding period. Under this method, the date of
redemption or exchange will be compared with the earliest purchase date of
shares held in your account. If your holding period is less than thirteen
months, the CDSC will be assessed on the current net asset value of those
shares.
The CDSC for Class C shares generally will be waived:
o to pay account fees;
o for IRA distributions due to death or disability or upon periodic
distributions based on life expectancy;
o to return excess contributions (and earnings, if applicable) from
retirement plan accounts; or
o for redemptions following the death of a shareholder or beneficial owner.
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
THROUGH YOUR Contact your
INVESTMENT investment representa-
REPRESENTATIVE tive.
- --------------------------------------------------------------------------------
BY CHECK $1,000 for regular
Mail to: accounts;
INVESCO Funds Group, $250 for an IRA;
Inc., $50 minimum for each
P.O. Box 173706, subsequent investment.
Denver, CO 80217-3706.
You may send your
check by overnight
courier to:
7800 E. Union Ave.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY WIRE $1,000
You may send your payment
by bank wire (call
1-800-525-8085
for instructions).
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward your
Call 1-800-525-8085 bank account
to request your information to
purchase. INVESCO INVESCO prior to
will move money from using this option.
your designated bank/
credit union checking
or savings account in
order to purchase shares,
upon your telephone
instructions, whenever
you wish.
<PAGE>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
REGULAR INVESTING $50 per month for Like all regular
WITH EASIVEST EasiVest; $50 investment plans, nei-
OR DIRECT PAYROLL per pay period for ther EasiVest nor
PURCHASE Direct Payroll Direct Payroll Pur-
You may enroll on Purchase. You may chase ensures a
your fund start or stop profit or protects
application, or call your regular against loss in a
us for a separate investment plan at any falling market.
form and more time, with two weeks' Because you'll invest
details. Investing notice to continually,
the same amount on a INVESCO. regardless of varying
monthly basis price levels, con-
allows you to buy sider your financial
more shares when ability to keep
prices are low and buying through low
fewer shares when price levels. And
prices are high. This remember that you
"dollar cost aver- will lose money if
aging" may help you redeem your
offset market fluctua- shares when the
tions. Over a period market value of all
of time, your average your shares is less
cost per share may be than their cost.
less than the actual
average per share.
- --------------------------------------------------------------------------------
BY PAL(R) $1,000 (The exchange Be sure to write down
Your "Personal minimum is $250 for the confirmation
Account Line" is subsequent purchases number provided by
available for requested by PAL(R). You must
subsequent purchases telephone.) forward your bank
and exchanges 24 account information
hours a day. to INVESCO prior to
Simply call using this option.
1-800-424-8085.
- --------------------------------------------------------------------------------
BY EXCHANGE $1,000 to open a new See "Exchange Policy."
Between two INVESCO account; $50
funds. Call for written requests
1-800-525-8085 for to purchase
prospectuses of additional shares for
other INVESCO funds. an existing
Exchanges account. (The
may be made by phone exchange minimum
or at our is $250 for exchanges
Web site at requested by
www.invesco.com. You telephone.)
may also establish an
automatic
monthly exchange
service between
two INVESCO funds;
call us for further
details and the
correct form.
<PAGE>
DISTRIBUTION EXPENSES. We have adopted a Master DistributionPlan (commonly known
as a "12b-1 Plan") for the Funds' Class C shares. The 12b-1 fees paid by each
Fund are used to pay distribution fees to IDI for the sale and distribution of
its shares and fees for services provided to shareholders, all or a substantial
portion of which are paid to the dealer of record. Because the Funds' Class C
shares pay these fees out of their assets on an ongoing basis, over time these
fees will increase the cost of your investment.
[INVESCO ICON] YOUR ACCOUNT SERVICES
SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which contains your
current Fund holdings. The Funds do not issue share certificates.
INVESCO PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY,
SELL OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUND.
QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a written
statement which consolidates and summarizes account activity and value at the
beginning and end of the period for each of your INVESCO funds.
TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases, exchanges and sales. If you choose certain recurring transaction
plans (for instance, EasiVest), your transactions are confirmed on your
quarterly Investment Summaries.
TELEPHONE TRANSACTIONS. You may buy, exchange and sell Fund shares by telephone,
unless you specifically decline these privileges when you fill out the INVESCO
new account Application.
YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR
TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.
Unless you decline the telephone transaction privileges, when you fill out and
sign the new account Application, a Telephone Transaction Authorization Form, or
otherwise use your telephone transaction privileges, you lose certain rights if
someone gives fraudulent or unauthorized instructions to INVESCO that result in
a loss to you. In general, if INVESCO has followed reasonable procedures, such
as recording telephone instructions and sending written transaction
confirmations, INVESCO is not liable for following telephone instructions that
it believes to be genuine. Therefore, you have the risk of loss due to
unauthorized or fraudulent instructions.
IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for information and forms to establish or transfer your existing
retirement plan or account.
[INVESCO ICON] HOW TO SELL SHARES
Contact your investment representative for convenient ways to sell your Fund
shares. Shares of the Funds may be sold at any time at the next NAV calculated
after your request to sell in proper form is received by INVESCO. Depending on
Fund performance, the NAV at the time you sell your shares may be more or less
than the price you paid to purchase your shares.
TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.
<PAGE>
If you own shares in more than one INVESCO fund, please specify the fund whose
shares you wish to sell. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.
While INVESCO attempts to process telephone redemptions promptly, there may be
times particularly in periods of severe economic or market disruption - when you
may experience delays in redeeming shares by phone.
INVESCO usually mails you the proceeds from the sale of Fund shares within seven
days after we receive your request to sell in proper form. However, payment may
be postponed under unusual circumstances -- for instance, if normal trading is
not taking place on the NYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares were purchased
by a check which has not yet cleared, payment will be made promptly when your
purchase check does clear; that can take up to 15 days.
If you participate in EasiVest, the Funds' automatic monthly investment program,
and sell all of the shares in your account, we will not make any additional
EasiVest purchases unless you give us other instructions.
Because of the Funds' expense structure, it costs as much to handle a small
account as it does to handle a large one. If the value of your account in any
Fund falls below $250 as a result of your actions (for example, sale of your
Fund shares), each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to $250
or more.
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
THROUGH YOUR Contact your
INVESTMENT investment
REPRESENTATIVE representative
- --------------------------------------------------------------------------------
BY TELEPHONE $250 (or, if less, INVESCO's telephone
Call us toll-free full liquidation of redemption privileges
at: 1-800-525-8085 the account) for a may be modified or
redemption check; terminated in the
$1,000 for a wire to future at INVESCO's
your bank of record. discretion.
The maximum amount
which may be redeemed
by telephone is
generally $25,000.
- --------------------------------------------------------------------------------
IN WRITING Any amount. The redemption
Mail your request to request must be
INVESCO Funds Group, signed by all
Inc., P.O. Box registered account
173706, Denver, CO owners. Payment will
80217-3706. You may be mailed to your
also send your address as it appears
request by overnight on INVESCO's
courier to 7800 E. records, or to a
Union Ave., bank designated by
Denver, CO 80237. you in writing.
<PAGE>
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $250 You must forward your
Call 1-800-525-8085 bank account
to request your information to
redemption. INVESCO INVESCO prior to
will automatically using this option.
pay the proceeds into
your designated bank
account.
- --------------------------------------------------------------------------------
BY EXCHANGE $250 for exchanges See "Exchange
Between two INVESCO requested by Policy."
funds. Call telephone. When opening a new
1-800-525-8085 for account, investment
prospectuses of other minimums apply.
INVESCO funds.
Exchanges may be
made by phone or
at our Website at
www.invesco.com.
You may also
establish an
automatic monthly
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.
- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL $100 per payment on a You must have least
PLAN monthly or or $10,000 total
You may call us to quarterly basis. The invested with the
request the redemption check may INVESCO funds with at
appropriate form and be made payable to least $5,000 of that
more information at any party you total invested in the
1-800-525-8085. designate. fund from which
withdrawals will be
made.
- --------------------------------------------------------------------------------
PAYMENT TO THIRD Any amount. All registered
PARTY account owners must
Mail your request to sign the request,
INVESCO with signature
Funds Group, Inc., guarantees from an
P.O. Box 173706 eligible guarantor
Denver, CO 80217-3706. financial
institution, such as
a commercial bank or a
recognized national or
regional securities
firm.
<PAGE>
[GRAPH ICON] TAXES
Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.
TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER.
Each Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of each Fund's shares that you own. These
distributions are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and the Fund's qualification as a
regulated investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes. Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.
However, unless you are (or your account is) exempt from income taxes, you must
include all dividends and capital gain distributions paid to you by a Fund in
your taxable income for federal, state and local income tax purposes. You also
may realize capital gains or losses when you sell shares of a Fund at more or
less than the price you originally paid. An exchange is treated as a sale, and
is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
distributing Fund(s) or other INVESCO funds.
If you have not provided INVESCO with complete, correct tax information, the
Funds are required by law to withhold 31% of your distributions and any money
that you receive from the sale of shares of the Funds as a backup withholding
tax.
We will provide you with detailed information every year about your dividends
and capital gain distributions. Depending on the activity in your individual
account, we may also be able to assist with cost basis figures for shares you
sell.
<PAGE>
[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Funds earn ordinary or investment income from dividends and interest on
their investments. The Funds expect to distribute substantially all of this
investment income, less Fund expenses, to shareholders annually, or at such
other times as the Funds may elect.
NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN
ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT ACCOUNTS).
A Fund also realizes capital gains and losses when it sells securities in its
portfolio for more or less than it paid for them. If total gains on sales exceed
total losses (including losses carried forward from previous years), a Fund has
a net realized capital gain. Net realized capital gains, if any, are distributed
to shareholders at least annually, usually in December.
Under present federal income tax laws, capital gains may be taxable at different
rates, depending on how long a Fund has held the underlying investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income. Long-term capital gains which are derived
from the sale of assets held for more than one year are taxed at up to the
maximum capital gains rate, currently 20% for individuals.
Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is declared, you may wind up "buying a distribution." This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will receive some of your investment back as a taxable distribution. Most
shareholders want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually considered a "wash sale" and you
will not be able to claim a tax loss.
Dividends and capital gain distributions paid by each Fund are automatically
reinvested in additional Fund shares at the NAV on the ex-distribution date,
unless you choose to have them automatically reinvested in another INVESCO fund
or paid to you by check or electronic funds transfer. If you choose to be paid
by check, the minimum amount of the check must be at least $10; amounts less
than that will be automatically reinvested. Dividends and other distributions,
whether received in cash or reinvested in additional Fund shares, may be subject
to federal income tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Fund share. Since Class C shares are new, financial information is not available
for that class as of the date of this Prospectus. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose reports, along with the financial statements, are included in
INVESCO International Funds, Inc.'s 1998 Annual Report to Shareholders and the
INVESCO Specialty Funds, Inc.'s 1999 Annual Report to Shareholders, which are
incorporated by reference into the Statement of Additional Information. These
Reports are available without charge by contacting IDI at the address or
telephone number on the back cover of this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EUROPEAN FUND-INVESTOR 1999 1998 1997 1996 1995
CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $17.34 $15.85 $14.09 $12.95
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.04 0.07 0.05 0.23
Net Gains on Securities
(both Realized and
Unrealized) 3.58 2.63 3.00 1.12
- -------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.62 2.70 3.05 1.35
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income(a) 0.06 0.07 0.08 0.21
Distributions from
Capital Gains 3.28 1.14 1.21 0.00
- -------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 3.34 1.21 1.29 0.21
- -------------------------------------------------------------------------------------------
Net Asset Value-End of Period $17.62 $17.34 $15.85 $14.09
===========================================================================================
TOTAL RETURN 24.92% 18.07% 23.47% 10.42%
RATIOS
Net Assets-End of Period
($000 Omitted) $672,146 $324,819 $300,588 $224,200
Ratio of Expenses to Average
Net Assets 1.34%(b) 1.25%(b) 1.36%(b) 1.40%(b)
Ratio of Net Investment Income
to Average Net Assets 0.24% 0.33% 0.37% 1.26%
Portfolio Turnover Rate 102% 90% 91% 96%
</TABLE>
(a) Distributions in excess of net investment income for the year ended October
31, 1998, amounted to less than $0.01 on a per share basis.
(b) Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
YEAR ENDED PERIOD ENDED
OCTOBER 31, 1999 OCTOBER 31, 1998(a)
- -------------------------------------------------------------------------------
INTERNATIONAL BLUE CHIP FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-Beginning of Period $ 10.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Gains on Securities (Both
Realized and Unrealized) 0.02
- --------------------------------------------------------------------------------
Net Asset Value End of Period $ 10.02
================================================================================
TOTAL RETURN 0.20%(b)
RATIOS
Net Assets-End of Period
($000 Omitted) $6,287
Ratio of Expenses to Average
Net Assets(c) 0.90%(d)
Ratio of Net Investment Income
to Average Net Assets 6.16%(d)
Portfolio Turnover Rate 0%(b)
(a) From October 28, 1998, commencement of investment operations, to October 31,
1998.
(b) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(c) Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.
(d) Annualized
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
OCTOBER 31 YEAR ENDED JULY 31 JULY 31
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LATIN AMERICAN 1999 1998 1997 1996 1995(a)
GROWTH FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $11.18 $18.37 $12.86 $11.69 $10.00
- ---------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income (Loss)(b) 0.04 0.00 0.13 0.08 0.02
Net Gains or (Losses)
on Securities (Both
Realized and Unrealized (2.83) (5.41) 5.88 1.62 1.69
- ---------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS (2.79) (5.41) 6.01 1.70 1.71
- ---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income(c) 0.02 0.00 0.14 0.09 0.02
Distributions from
Capital Gains 0.00 1.02 0.36 0.44 0.00
Distributions In Excess
of Capital Gains 0.11 0.76 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.13 1.78 0.50 0.53 0.02
- ---------------------------------------------------------------------------------------------------
Net Asset Value-
End of Period $8.26 $11.18 $18.37 $12.86 $11.69
===================================================================================================
TOTAL RETURN(d) (24.87%) (30.64%) 48.06% 15.27% 17.09%(e)
RATIOS
Net Assets-End of
Period ($000 Omitted) $23,568 $34,725 $130,272 $32,064 $7,423
Ratio of Expenses to
Average Net Assets(f) 2.17%(g) 1.99%(g) 1.76%(g) 2.14%(g) 2.00%(h)
Ratio of Net Investment
Income to Average Net
Assets(f) 0.52% 0.00% 1.35% 1.26% 0.79%(h)
Portfolio Turnover Rate 90% 33% 72% 29% 30%(e)
</TABLE>
(a) From February 15, 1995, commencement of investment operations, to July 31,
1995.
(b) Net Investment Income (Loss) aggregated less than $0.01 on a per share basis
for the year ended July 31, 1998.
(c) Distributions in excess of net investment income for the year ended July 31,
1998, aggregated less than $0.01 on a per share basis.
(d) The applicable redemption fees are not included in the Total Return
calculation.
(e) Based on operations for the period shown and, accordingly, are not
representative of a full year.
(f) Various expenses of the Fund were voluntarily absorbed by INVESCO and IAML
for the year ended July 31, 1999 and the period ended July 31, 1995. If such
expenses had not been voluntarily absorbed, ratio of expenses to average net
assets would have been 3.39% and 4.49% (annualized), respectively and ratio
of net investment income to average net assets would have been (0.70%) and
(1.70%) (annualized), respectively.
(g) Ratio is based upon Total Expenses of the Fund, less Expenses absorbed by
INVESCO and IAML, where applicable, which is before any expense offset
arrangements.
(h) Annualized.
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
PACIFIC BASIN FUND -
INVESTOR CLASS
PER SHARE DATA
Net Asset Value-
Beginning of Period $9.74 $14.11 $13.83 $17.07
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.07 (0.09) (0.02) 0.06
(Loss)
Net Gains or (Losses) on
Securities (Both Realized and
Unrealized) (2.80) (3.45) 0.51 (1.45)
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (2.73) (3.54) 0.49 (1.39)
- -----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income(a) 0.12 0.00 0.03 0.06
Distributions from Capital
Gains 0.00 0.83 0.18 1.79
In Excess of Capital Gains 0.20 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.32 0.83 0.21 1.85
- -----------------------------------------------------------------------------------------------
Net Asset Value-End of Period $6.69 $9.74 $14.11 $13.83
===============================================================================================
TOTAL RETURN (28.68%) (26.65%) 3.55% (8.31%)
RATIOS
Net Assets-End of Period
($000 Omitted) $45,070 $63,943 $149,870 $154,374
Ratio of Expenses to
Average Net Assets(b) 2.07%(c) 1.72%(c) 1.60%(c) 1.52%(c)
Ratio of Net Investment
Income (Loss) to Average
Net Assets(b) 0.25% (0.44%) (0.04%) 0.37%
Portfolio Turnover Rate 114% 86% 70% 56%
</TABLE>
(a) Distributions in excess of net investment income for the years ended October
31, 1998, 1997 and 1996 aggregated less than $0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended October 31, 1998. If such expenses had not been voluntarily
absorbed, ratio of expenses to average net assets would have been 2.56% and
ratio of net investment loss to average net assets would have been (0.24%).
(c) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
INVESCO, if applicable, which is before any expense offset arrangements.
<PAGE>
JANUARY ___, 2000
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO EUROPEAN FUND - CLASS C
INVESCO INTERNATIONAL BLUE CHIP FUND - CLASS C
INVESCO LATIN AMERICAN GROWTH FUND - CLASS C
INVESCO PACIFIC BASIN FUND - CLASS C
You may obtain additional information about the Funds from several sources:
FINANCIAL REPORTS. Although this Prospectus describes the Funds' anticipated
investments and operations, the Funds also prepare annual and semiannual reports
that detail the Funds' actual investments at the report date. These reports
include discussion of each Fund's recent performance, as well as market and
general economic trends affecting each Fund's performance. The annual report
also includes the report of the Funds' independent accountants.
STATEMENT OF ADDITIONAL INFORMATION. The SAI dated January __, 2000 is a
supplement to this Prospectus and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.
INTERNET. The current Prospectus of the Funds' Investor Class shares may be
accessed through the INVESCO Web site at www.invesco.com. In addition, the
Prospectus, SAI, annual report and semiannual report of the Funds are available
on the SEC Web site at www.sec.gov.
To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. Information on the Public Reference Section
can be obtained by calling 1-800-SEC-0330. The SEC file numbers for the Funds
are 811-7758 and 033-63498.
811-7758
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund - Investor Class and Class C
INVESCO International Blue Chip Fund - Investor Class and Class C
INVESCO Latin American Growth Fund - Investor Class and Class C
INVESCO Pacific Basin Fund - Investor Class and Class C
Address: Mailing Address:
7800 E. Union Ave., Denver, CO 80237
P.O. Box 173706, Denver, CO 80217-3706
Telephone:
In continental U.S., 1-800-525-8085
January __, 2000
- --------------------------------------------------------------------------------
A Prospectus for INVESCO European - Investor Class, INVESCO International Blue
Chip - Investor Class, INVESCO Latin American Growth - Investor Class and
INVESCO Pacific Basin - Investor Class Funds dated January __, 2000 and a
Prospectus for INVESCO European - Class C, INVESCO International Blue Chip -
Class C, INVESCO Latin American Growth - Class C and INVESCO Pacific Basin -
Class C Funds dated January __, 2000 provide the basic information you should
know before investing in a Fund. This Statement of Additional Information
("SAI") is incorporated by reference into the Funds' Prospectuses; in other
words, this SAI is legally part of the Funds' Prospectuses. Although this SAI is
not a prospectus, it contains information in addition to that set forth in the
Prospectuses. It is intended to provide additional information regarding the
activities and operations of the Funds and should be read in conjunction with
the Prospectuses.
You may obtain, without charge, copies of the current Prospectuses of the Funds,
SAI and current annual and semiannual reports by writing to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, CO 80217-3706 , or by calling
1-800-525-8085. The current Prospectus for INVESCO European - Investor Class,
INVESCO International Blue Chip - Investor Class, INVESCO Latin American Growth
- - Investor Class and INVESCO Pacific Basin - Investor Class Funds is also
available through the INVESCO web site at www.invesco.com.
<PAGE>
Table of Contents
The Company........................................................63
Investments, Policies and Risks....................................63
Investment Restrictions............................................80
Management of the Funds............................................84
Other Service Providers............................................106
Brokerage Allocation and Other Practices...........................107
Capital Stock......................................................109
Tax Consequences of Owning Shares of a Fund........................109
Performance........................................................111
Financial Statements...............................................114
Appendix A.........................................................115
<PAGE>
THE COMPANY
The Company was incorporated under the laws of Maryland as INVESCO International
Funds, Inc. on April 2, 1993. On July 1, 1993, the Company, through the European
and Pacific Basin Funds, assumed all of the assets and liabilities of Strategic
Financial Portfolios, Inc., which was incorporated in Maryland on August 10,
1993. In addition, on July 1, 1993, the Company, through the International
Growth Fund, assumed all of the assets and liabilities of Financial
International Growth Fund, which was incorporated in Massachusetts on July 15,
1987. All financial and other information about the Company and the Funds for
periods prior to July 1, 1993 relates to INVESCO International Funds, Inc. On
May ___, 1999, Emerging Markets Fund was liquidated. On May __, 1999,
International Growth Fund was merged into International Blue Chip Fund. On
October ___, 1999, the Company assumed all of the assets and liabilities of
INVESCO Latin American Growth Fund, a series of INVESCO Specialty Funds, Inc.
The Company is an open-end, diversified, management investment company currently
consisting of four portfolios of investments: INVESCO European Fund - Investor
Class and Class C, INVESCO International Blue Chip Fund Investor Class and Class
C, INVESCO Latin American Growth Fund - Investor Class and Class C and INVESCO
Pacific Basin Fund - Investor Class and Class C (each a "Fund" and collectively,
the "Funds"). Additional funds may be offered in the future.
"Open-end" means that each Fund issues an indefinite number of shares which it
continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for the
portfolio of each Fund at the direction of a professional manager. Open-end
management investment companies (or one or more series of such companies, such
as the Funds) are commonly referred to as mutual funds. The Funds do not charge
sales fees to purchase their shares. However, the Investor Class shares of each
Fund pay a 12b-1 distribution fee which is computed and paid monthly at an
annual rate of 0.25% of average net assets attributable to Investor Class
shares. The Class C shares of each Fund pay a 12b-1 distribution/service fee
which is computed and paid monthly at an annual rate of 1.00% of average net
assets attributable to Class C shares.
INVESTMENTS, POLICIES AND RISKS
The principal investments and policies of the Funds are discussed in the
Prospectuses of the Funds. The Funds also may invest in the following securities
and engage in the following practices.
ADRS -- American Depository Receipts, or ADRs, are securities issued by American
banks. ADRs are receipts for the shares of foreign corporations that are held by
the bank issuing the receipt. An ADR entitles its holder to all dividends and
capital gains on the underlying foreign securities, less any fees paid to the
bank. Purchasing ADRs gives a Fund the ability to purchase the functional
equivalent of foreign securities without going to the foreign securities markets
to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An
ADR that is "sponsored" means that the foreign corporation whose shares are
represented by the ADR is actively involved in the issuance of the ADR, and
generally provides material information about the corporation to the U.S.
market. An "unsponsored" ADR program means that the foreign corporation whose
shares are held by the bank is not obligated to disclose material information in
the United States, and, therefore, the market value of the ADR may not reflect
important facts known only to the foreign company. Since they mirror their
underlying foreign securities, ADRs generally have the same risks as investing
directly in the underlying foreign securities.
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CERTIFICATES OF DEPOSIT IN FOREIGN AND U.S. BRANCHES OF FOREIGN BANKS -- The
Funds may maintain time deposits in and invest in U.S. dollar denominated CDs
issued by foreign banks and U.S. branches of foreign banks. The Funds limit
investments in foreign bank obligations to U.S. dollar denominated obligations
of foreign banks which have more than $10 billion in assets, have branches or
agencies in the U.S., and meet other criteria established by the board of
directors. Investments in foreign securities involve special considerations.
There is generally less publicly available information about foreign issuers
since many foreign countries do not have the same disclosure and reporting
requirements as are imposed by the U.S. securities laws. Moreover, foreign
issuers are generally not bound by uniform accounting and auditing and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Such investments may also entail the risks of possible
imposition of dividend withholding or confiscatory taxes, possible currency
blockage or transfer restrictions, expropriation, nationalization or other
adverse political or economic developments, and the difficulty of enforcing
obligations in other countries.
The Funds may also invest in bankers' acceptances, time deposits and
certificates of deposit of U.S. branches of foreign banks and foreign branches
of U.S. banks. Investments in instruments of U.S. branches of foreign banks will
be made only with branches that are subject to the same regulations as U.S.
banks. Investments in instruments issued by a foreign branch of a U.S. bank will
be made only if the investment risk associated with such investment is the same
as that involving an investment in instruments issued by the U.S. parent, with
the U.S. parent unconditionally liable in the event that the foreign branch
fails to pay on the investment for any reason.
COMMERCIAL PAPER -- Commercial paper is the term for short-term promissory notes
issued by domestic corporations to meet current working capital needs.
Commercial paper may be unsecured by the corporation's assets but may be backed
by a letter of credit from a bank or other financial institution. The letter of
credit enhances the paper's creditworthiness. The issuer is directly responsible
for payment but the bank "guarantees" that if the note is not paid at maturity
by the issuer, the bank will pay the principal and interest to the buyer.
INVESCO Funds Group, Inc. ("INVESCO"), the Funds' adviser, will consider the
creditworthiness of the institution issuing the letter of credit, as well as the
creditworthiness of the issuer of the commercial paper, when purchasing paper
enhanced by a letter of credit. Commercial paper is sold either as
interest-bearing or on a discounted basis, with maturities not exceeding 270
days.
DEBT SECURITIES -- Debt securities include bonds, notes and other securities
that give the holder the right to receive fixed amounts of principal, interest,
or both on a date in the future or on demand. Debt securities also are often
referred to as fixed income securities, even if the rate of interest varies over
the life of the security.
Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which a Fund has invested. A decline in
interest rates tends to increase the market values of debt securities in which a
Fund has invested.
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Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful guide to the credit risk of many debt securities. The
lower the rating of a debt security, the greater the credit risk the rating
service assigns to the security. To compensate investors for accepting that
greater risk, lower-rated debt securities tend to offer higher interest rates.
Lower-rated debt securities are often referred to as "junk bonds." Increasing
the amount of Fund assets invested in unrated or lower-grade straight debt
securities may increase the yield produced by a Fund's debt securities but will
also increase the credit risk of those securities. A debt security is considered
lower grade if it is rated Ba or less by Moody's, BB or less by S&P. Lower-rated
and non-rated debt securities of comparable quality are subject to wider
fluctuations in yields and market values than higher-rated debt securities and
may be considered speculative.
Although a Fund may invest in debt securities assigned lower grade ratings by
S&P or Moody's, the Funds' investments have generally been limited to debt
securities rated B or higher by either S&P or Moody's. Debt securities rated
lower than B by either S&P or Moody's are usually considered to be speculative.
At the time of purchase, INVESCO will limit Fund investments to debt securities
which INVESCO believes are not highly speculative and which are rated at least
CCC by S&P or Caa by Moody's.
A significant economic downturn or increase in interest rates may cause issuers
of debt securities to experience increased financial problems which could
adversely affect their ability to pay principal and interest obligations, to
meet projected business goals, and to obtain additional financing. These
conditions more severely impact issuers of lower-rated debt securities. The
market for lower-rated straight debt securities may not be as liquid as the
market for higher-rated straight debt securities. Therefore, INVESCO attempts to
limit purchases of lower-rated securities to securities having an established
secondary market.
Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.
The Funds expect that most emerging country debt securities in which they invest
will not be rated by U.S. rating services. Although bonds in the lowest
investment grade debt category (those rated BBB by S&P, Baa by Moody's or the
equivalent) are regarded as having adequate capability to pay principal and
interest, they have speculative characteristics. Adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case for higher rated bonds.
Lower-rated bonds by Moody's (categories Ba, B, Caa) are of poorer quality and
also have speculative characteristics. Bonds rated Caa may be in default or
there may be present elements of danger with respect to principal or interest.
Lower-rated bonds by S&P (categories BB, B, CCC) include those that are
regarded, on balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with their terms; BB
indicates the lowest degree of speculation and CCC a high degree of speculation.
While such bonds likely will have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Bonds having equivalent ratings from other ratings services will
have characteristics similar to those of the corresponding S&P and Moody's
ratings. For a specific description of S&P and Moody's corporate bond rating
categories, please refer to Appendix A.
<PAGE>
The Fund may invest in zero coupon bonds and step-up bonds. Zero coupon bonds do
not make regular interest payments. Zero coupon bonds are sold at a discount
from face value. Principal and accrued discount (representing interest earned
but not paid) are paid at maturity in the amount of the face value. Step-up
bonds initially make no (or low) cash interest payments but begin paying
interest (or a higher rate of interest) at a fixed time after issuance of the
bond. The market values of zero coupon and step-up bonds generally fluctuate
more in response to changes in interest rates than interest-paying securities of
comparable term and quality. The Fund may be required to distribute income
recognized on these bonds, even though no cash may be paid to the Fund until the
maturity or call date of a bond, in order for the Fund to maintain its
qualification as a regulated investment company. These required distributions
could reduce the amount of cash available for investment by the Fund.
DOMESTIC BANK OBLIGATIONS -- U.S. banks (including their foreign branches) issue
certificates of deposit (CDs) and bankers' acceptances which may be purchased by
the Funds if an issuing bank has total assets in excess of $5 billion and the
bank otherwise meets the Funds' credit rating requirements. CDs are issued
against deposits in a commercial bank for a specified period and rate and are
normally negotiable. Eurodollar CDs are certificates issued by a foreign branch
(usually London) of a U.S. domestic bank, and, as such, the credit is deemed to
be that of the domestic bank. Bankers' acceptances are short-term credit
instruments evidencing the promise of the bank (by virtue of the bank's
"acceptance") to pay at maturity a draft which has been drawn on it by a
customer (the "drawer"). Bankers' acceptances are used to finance the import,
export, transfer, or storage of goods and reflect the obligation of both the
bank and the drawer to pay the face amount. Both types of securities are subject
to the ability of the issuing bank to meet its obligations, and are subject to
risks common to all debt securities. In addition, banker's acceptances may be
subject to foreign currency risk and certain other risks of investment in
foreign securities.
EQUITY SECURITIES -- The Funds may invest in common, preferred and convertible
preferred stocks, and securities whose values are tied to the price of stocks,
such as rights, warrants and convertible debt securities. Common stocks and
preferred stocks represent equity ownership in a corporation. Owners of stock,
such as the Funds, share in a corporation's earnings through dividends which may
be declared by the corporation, although the receipt of dividends is not the
principal benefit that the Funds seek when they invest in stocks and similar
instruments.
Instead, the Funds seek to invest in stocks that will increase in market value
and may be sold for more than a Fund paid to buy them. Market value is based
upon constantly changing investor perceptions of what the company is worth
compared to other companies. Although dividends are a factor in the changing
market value of stocks, many companies do not pay dividends, or pay
comparatively small dividends. The principal risk of investing in equity
securities is that their market value fluctuates constantly, often due to
factors entirely outside the control of the Funds or the company issuing the
stock. At any given time, the market value of an equity security may be
significantly higher or lower than the amount paid by a Fund to acquire it.
Owners of preferred stocks are entitled to dividends payable from the
corporation's earnings, which in some cases may be "cumulative" if prior
dividends on the preferred stock have not been paid. Dividends payable on
preferred stock have priority over distributions to holders of common stock, and
preferred stocks generally have a priority on the distribution of assets in the
event of the corporation's liquidation. Preferred stocks may be "participating,"
which means that they may be entitled to dividends in excess of the stated
dividend in certain cases. The holders of a company's debt securities generally
are entitled to be paid by the company before it pays anything to its
stockholders.
<PAGE>
Rights and warrants are securities which entitle the holder to purchase the
securities of a company (usually, its common stock) at a specified price during
a specified time period. The value of a right or warrant is affected by many of
the same factors that determine the prices of common stocks. Rights and warrants
may be purchased directly or acquired in connection with a corporate
reorganization or exchange offer.
The Funds also may purchase convertible securities including convertible debt
obligations and convertible preferred stock. A convertible security entitles the
holder to exchange it for a fixed number of shares of common stock (or other
equity security), usually at a fixed price within a specified period of time.
Until conversion, the owner of convertible securities usually receives the
interest paid on a convertible bond or the dividend preference of a preferred
stock.
A convertible security has an "investment value" which is a theoretical value
determined by the yield it provides in comparison with similar securities
without the conversion feature. Investment value changes are based upon
prevailing interest rates and other factors. It also has a "conversion value,"
which is the market value the convertible security would have if it were
exchanged for the underlying equity security. Convertible securities may be
purchased at varying price levels above or below their investment values or
conversion values.
Conversion value is a simple mathematical calculation that fluctuates directly
with the price of the underlying security. However, if the conversion value is
substantially below investment value, the market value of the convertible
security is governed principally by its investment value. If the conversion
value is near or above investment value, the market value of the convertible
security generally will rise above investment value. In such cases, the market
value of the convertible security may be higher than its conversion value, due
to the combination of the convertible security's right to interest (or dividend
preference) and the possibility of capital appreciation from the conversion
feature. However, there is no assurance that any premium above investment value
or conversion value will be recovered because prices change and, as a result,
the ability to achieve capital appreciation through conversion may be
eliminated.
EUROBONDS AND YANKEE BONDS -- The Funds may invest in bonds issued by foreign
branches of U.S. banks ("Eurobonds") and bonds issued by a U.S. branch of a
foreign bank and sold in the United States ("Yankee bonds"). These bonds are
bought and sold in U.S. dollars, but generally carry with them the same risks as
investing in foreign securities.
FOREIGN SECURITIES -- Investments in the securities of foreign companies, or
companies that have their principal business activities outside the United
States, involve certain risks not associated with investment in U.S.
companies. Non-U.S. companies generally are not subject to the same uniform
accounting, auditing and financial reporting standards that apply to U.S.
companies. Therefore, financial information about foreign companies may be
incomplete, or may not be comparable to the information available on U.S.
companies. There may also be less publicly available information about a
foreign company.
Although the volume of trading in foreign securities markets is growing,
securities of many non-U.S. companies may be less liquid and have greater swings
in price than securities of comparable U.S. companies. The costs of buying and
selling securities on foreign securities exchanges is generally significantly
higher than similar costs in the United States. There is generally less
government supervision and regulation of exchanges, brokers and issuers in
foreign countries than there is in the United States. Investment in non-U.S.
securities may also be subject to other risks different from those affecting
<PAGE>
U.S. investments, including local political or economic developments,
expropriation or nationalization of assets, confiscatory taxation, and
imposition of withholding taxes on dividends or interest payments. If it becomes
necessary, it may be more difficult for a Fund to obtain or to enforce a
judgment against a foreign issuer than against a domestic issuer.
Securities traded on foreign markets are usually bought and sold in local
currencies, not in U.S. dollars. Therefore, the market value of foreign
securities acquired by a Fund can be affected -- favorably or unfavorably -- by
changes in currency rates and exchange control regulations. Costs are incurred
in converting money from one currency to another. Foreign currency exchange
rates are determined by supply and demand on the foreign exchange markets.
Foreign exchange markets are affected by the international balance of payments
and other economic and financial conditions, government intervention,
speculation and other factors, all of which are outside the control of each
Fund. Generally, the Funds' foreign currency exchange transactions will be
conducted on a cash or "spot" basis at the spot rate for purchasing or selling
currency in the foreign currency exchange markets.
FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS
General. As discussed in the Prospectuses, the adviser may use various types of
financial instruments, some of which are derivatives, to attempt to manage the
risk of the Funds' investments or, in certain circumstances, for investment
(e.g., as a substitute for investing in securities). These financial instruments
include options, futures contracts (sometimes referred to as "futures"), forward
contracts, swaps, caps, floors and collars (collectively, "Financial
Instruments"). The policies in this section do not apply to other types of
instruments sometimes referred to as derivatives, such as indexed securities,
mortgage-backed and other asset-backed securities, and stripped interest and
principal of debt.
Hedging strategies can be broadly categorized as "short" hedges and "long" or
"anticipatory" hedges. A short hedge involves the use of a Financial Instrument
in order to partially or fully offset potential variations in the value of one
or more investments held in a Fund's portfolio. A long or anticipatory hedge
involves the use of a Financial Instrument in order to partially or fully offset
potential increases in the acquisition cost of one or more investments that the
Fund intends to acquire. In an anticipatory hedge transaction, the Fund does not
already own a corresponding security. Rather, it relates to a security or type
of security that the Fund intends to acquire. If the Fund does not eliminate the
hedge by purchasing the security as anticipated, the effect on the Fund's
portfolio is the same as if a long position were entered into. Financial
Instruments may also be used, in certain circumstances, for investment (e.g., as
a substitute for investing in securities).
Financial Instruments on individual securities generally are used to attempt to
hedge against price movements in one or more particular securities positions
that a Fund already owns or intends to acquire. Financial Instruments on
indexes, in contrast, generally are used to attempt to hedge all or a portion of
a portfolio against price movements of the securities within a market sector in
which the Fund has invested or expects to invest.
The use of Financial Instruments is subject to applicable regulations of the
Securities and Exchange Commission ("SEC"), the several exchanges upon which
they are traded, and the Commodity Futures Trading Commission ("CFTC"). In
addition, the Funds' ability to use Financial Instruments will be limited by tax
considerations. See "Tax Consequences of Owning Shares of a Fund."
<PAGE>
In addition to the instruments and strategies described below, the adviser may
use other similar or related techniques to the extent that they are consistent
with a Fund's investment objective and permitted by its investment limitations
and applicable regulatory authorities. The Funds' Prospectuses or Statement of
Additional Information ("SAI") will be supplemented to the extent that new
products or techniques become employed involving materially different risks than
those described below or in the Prospectuses.
Special Risks. Financial Instruments and their use involve special
considerations and risks, certain of which are described below.
(1) Financial Instruments may increase the volatility of the Funds. If the
adviser employs a Financial Instrument that correlates imperfectly with a Fund's
investments, a loss could result, regardless of whether or not the intent was to
manage risk. In addition, these techniques could result in a loss if there is
not a liquid market to close out a position that a Fund has entered.
(2) There might be imperfect correlation between price movements of a Financial
Instrument and price movement of the investment(s) being hedged. For example, if
the value of a Financial Instrument used in a short hedge increased by less than
the decline in value of the hedged investment(s), the hedge would not be fully
successful. This might be caused by certain kinds of trading activity that
distorts the normal price relationship between the security being hedged and the
Financial Instrument. Similarly, the effectiveness of hedges using Financial
Instruments on indexes will depend on the degree of correlation between price
movements in the index and price movements in the securities being hedged.
The Funds are authorized to use options and futures contracts related to
securities with issuers, maturities or other characteristics different from the
securities in which it typically invests. This involves a risk that the options
or futures position will not track the performance of a Fund's portfolio
investments.
The direction of options and futures price movements can also diverge from the
direction of the movements of the prices of their underlying instruments, even
if the underlying instruments match a Fund's investments well. Options and
futures prices are affected by such factors as current and anticipated
short-term interest rates, changes in volatility of the underlying instrument,
and the time remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result from
differing levels of demand in the options and futures markets and the securities
markets, from structural differences in how options and futures and securities
are traded, or from imposition of daily price fluctuation limits or trading
halts. The Funds may take positions in options and futures contracts with a
greater or lesser face value than the securities it wishes to hedge or intends
to purchase in order to attempt to compensate for differences in volatility
between the contract and the securities, although this may not be successful in
all cases.
(3) If successful, the above-discussed hedging strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements of portfolio securities. However, such strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements. For example, if a Fund entered into a short hedge because the adviser
projected a decline in the price of a security in the Fund's portfolio, and the
price of that security increased instead, the gain from that increase would
likely be wholly or partially offset by a decline in the value of the short
position in the Financial Instrument. Moreover, if the price of the Financial
Instrument declined by more than the increase in the price of the security, the
Fund could suffer a loss.
<PAGE>
(4) A Fund's ability to close out a position in a Financial Instrument prior to
expiration or maturity depends on the degree of liquidity of the market or, in
the absence of such a market, the ability and willingness of the other party to
the transaction (the "counterparty") to enter into a transaction closing out the
position. Therefore, there is no assurance that any position can be closed out
at a time and price that is favorable to a Fund.
(5) As described below, the Funds are required to maintain assets as "cover,"
maintain segregated accounts or make margin payments when they take positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If a Fund is unable to close out its
positions in such Financial Instruments, it might be required to continue to
maintain such assets or segregated accounts or make such payments until the
position expired. These requirements might impair a Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time.
Cover. Positions in Financial Instruments, other than purchased options, expose
the Funds to an obligation to another party. A Fund will not enter into any such
transaction unless it owns (1) an offsetting ("covered") position in securities,
currencies or other options, futures contracts or forward contracts, or (2) cash
and liquid assets with a value, marked-to-market daily, sufficient to cover its
obligations to the extent not covered as provided in (1) above. The Funds will
comply with SEC guidelines regarding cover for these instruments and will, if
the guidelines so require, designate cash or liquid assets as segregated in the
prescribed amount as determined daily.
Assets used as cover or held as segregated cannot be sold while the position in
the corresponding Financial Instrument is open unless they are replaced with
other appropriate assets. As a result, the commitment of a large portion of a
Fund's assets to cover or to hold as segregated could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.
Options. Each Fund may engage in certain strategies involving options to attempt
to manage the risk of its investments or, in certain circumstances, for
investment (e.g., as a substitute for investing in securities). A call option
gives the purchaser the right to buy, and obligates the writer to sell the
underlying investment at the agreed-upon exercise price during the option
period. A put option gives the purchaser the right to sell, and obligates the
writer to buy the underlying investment at the agreed-upon exercise price during
the option period. Purchasers of options pay an amount, known as a premium, to
the option writer in exchange for the right under the option contract. See
"Options on Indexes" below with regard to cash settlement of option contracts on
index values.
The purchase of call options can serve as a hedge against a price rise of the
underlier and the purchase of put options can serve as a hedge against a price
decline of the underlier. Writing call options can serve as a limited short
hedge because declines in the value of the hedged investment would be offset to
the extent of the premium received for writing the option. However, if the
security or currency appreciates to a price higher than the exercise price of
the call option, it can be expected that the option will be exercised and a Fund
will be obligated to sell the security or currency at less than its market
value.
Writing put options can serve as a limited long or anticipatory hedge because
increases in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security or
currency depreciates to a price lower than the exercise price of the put option,
it can be expected that the put option will be exercised and a Fund will be
obligated to purchase the security or currency at more than its market value.
<PAGE>
The value of an option position will reflect, among other things, the current
market value of the underlying investment, the time remaining until expiration,
the relationship of the exercise price to the market price of the underlying
investment, the price volatility of the underlying investment and general market
and interest rate conditions. Options that expire unexercised have no value.
A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; which is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option, which is known as a
closing sale transaction. Closing transactions permit a Fund to realize profits
or limit losses on an option position prior to its exercise or expiration.
Risks of Options on Securities. Options embody the possibility of large amounts
of exposure, which will result in a Fund's net asset value being more sensitive
to changes in the value of the related investment. A Fund may purchase or write
both exchange-traded and OTC options. Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between a Fund and its counterparty (usually a securities dealer or a bank) with
no clearing organization guarantee. Thus, when a Fund purchases an OTC option,
it relies on the counterparty from whom it purchased the option to make or take
delivery of the underlying investment upon exercise of the option. Failure by
the counterparty to do so would result in the loss of any premium paid by a Fund
as well as the loss of any expected benefit of the transaction.
The Funds' ability to establish and close out positions in options depends on
the existence of a liquid market. However, there can be no assurance that such a
market will exist at any particular time. Closing transactions can be made for
OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. There can be no
assurance that a Fund will in fact be able to close out an OTC option position
at a favorable price prior to expiration. In the event of insolvency of the
counterparty, a Fund might be unable to close out an OTC option position at any
time prior to the option's expiration. If a Fund is not able to enter into an
offsetting closing transaction on an option it has written, it will be required
to maintain the securities subject to the call or the liquid assets underlying
the put until a closing purchase transaction can be entered into or the option
expires. However, there can be no assurance that such a market will exist at any
particular time.
If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by a Fund could cause material losses because the Fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.
Options on Indexes. Puts and calls on indexes are similar to puts and calls on
securities or futures contracts except that all settlements are in cash and
changes in value depend on changes in the index in question. When a Fund writes
a call on an index, it receives a premium and agrees that, prior to the
expiration date, upon exercise of the call, the purchaser will receive from the
Fund an amount of cash equal to the positive difference between the closing
price of the index and the exercise price of the call times a specified multiple
("multiplier"), which determines the total dollar value for each point of such
difference. When a Fund buys a call on an index, it pays a premium and has the
same rights as to such call as are indicated above. When a Fund buys a put on an
index, it pays a premium and has the right, prior to the expiration date, to
require the seller of the put to deliver to the Fund an amount of cash equal to
<PAGE>
the positive difference between the exercise price of the put and the closing
price of the index times the multiplier. When a Fund writes a put on an index,
it receives a premium and the purchaser of the put has the right, prior to the
expiration date, to require the Fund to deliver to it an amount of cash equal to
the positive difference between the exercise price of the put and the closing
level of the index times the multiplier.
The risks of purchasing and selling options on indexes may be greater than
options on securities. Because index options are settled in cash, when a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying securities. A Fund can offset some of the risk of
writing a call index option by holding a diversified portfolio of securities
similar to those on which the underlying index is based. However, a Fund cannot,
as a practical matter, acquire and hold a portfolio containing exactly the same
securities as underlie the index and, as a result, bears a risk that the value
of the securities held will vary from the value of the index.
Even if a Fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the "timing risk" inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level. As with other kinds of options, a Fund as the call
writer will not learn what it has been assigned until the next business day. The
time lag between exercise and notice of assignment poses no risk for the writer
of a covered call on a specific underlying security, such as common stock,
because in that case the writer's obligation is to deliver the underlying
security, not to pay its value as of a moment in the past. In contrast, the
writer of an index call will be required to pay cash in an amount based on the
difference between the closing index value on the exercise date and the exercise
price. By the time a Fund learns what it has been assigned, the index may have
declined. This "timing risk" is an inherent limitation on the ability of index
call writers to cover their risk exposure.
If a Fund has purchased an index option and exercises it before the closing
index value for that day is available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund nevertheless will be required to pay
the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer.
OTC Options. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument, expiration date, contract size, and strike price,
the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchange where they are traded.
Generally, OTC foreign currency options used by a Fund are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.
Futures Contracts and Options on Futures Contracts. When a Fund purchases or
sells a futures contract, it incurs an obligation respectively to take or make
delivery of a specified amount of the obligation underlying the contract at a
specified time and price. When a Fund writes an option on a futures contract, it
becomes obligated to assume a position in the futures contract at a specified
exercise price at any time during the term of the option. If a Fund writes a
call, on exercise it assumes a short futures position. If it writes a put, on
exercise it assumes a long futures position.
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The purchase of futures or call options on futures can serve as a long or an
anticipatory hedge, and the sale of futures or the purchase of put options on
futures can serve as a short hedge. Writing call options on futures contracts
can serve as a limited short hedge, using a strategy similar to that used for
writing call options on securities or indexes. Similarly, writing put options on
futures contracts can serve as a limited long or anticipatory hedge.
In addition, futures strategies can be used to manage the "duration" (a measure
of anticipated sensitivity to changes in interest rates, which is sometimes
related to the weighted average maturity of a portfolio) and associated interest
rate risk of a Fund's fixed-income portfolio. If the adviser wishes to shorten
the duration of a Fund's fixed-income portfolio (i.e., reduce anticipated
sensitivity), the Fund may sell an appropriate debt futures contract or a call
option thereon, or purchase a put option on that futures contract. If the
adviser wishes to lengthen the duration of a Fund's fixed-income portfolio
(i.e., increase anticipated sensitivity), the Fund may buy an appropriate debt
futures contract or a call option thereon, or sell a put option thereon.
At the inception of a futures contract, a Fund is required to deposit "initial
margin" in an amount generally equal to 10% or less of the contract value.
Initial margin must also be deposited when writing a call or put option on a
futures contract, in accordance with applicable exchange rules. Subsequent
"variation margin" payments are made to and from the futures broker daily as the
value of the futures or written option position varies, a process known as
"marking-to-market." Unlike margin in securities transactions, initial margin on
futures contracts and written options on futures contracts does not represent a
borrowing on margin, but rather is in the nature of a performance bond or
good-faith deposit that is returned to the Fund at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, a Fund may be required to
increase the level of initial margin deposits. If the Fund has insufficient cash
to meet daily variation margin requirements, it might need to sell securities in
order to do so at a time when such sales are disadvantageous.
Purchasers and sellers of futures contracts and options on futures can enter
into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. However, there can be no assurance that a liquid
market will exist for a particular contract at a particular time. In such event,
it may not be possible to close a futures contract or options position.
Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract or an option on a futures contract
can vary from the previous day's settlement price; once that limit is reached,
no trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.
If a Fund were unable to liquidate a futures contract or an option on a futures
contract position due to the absence of a liquid market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to continue to maintain the
position being hedged by the futures contract or option or to continue to
maintain cash or securities in a segregated account.
To the extent that a Fund enters into futures contracts, options on futures
contracts and options on foreign currencies traded on a CFTC-regulated exchange,
in each case that is not for bona fide hedging purposes (as defined by the
CFTC), the aggregate initial margin and premiums required to establish these
positions (excluding the amount by which options are "in-the-money" at the time
<PAGE>
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after taking into account unrealized profits and unrealized losses on any
contracts the Fund has entered into. This policy does not limit to 5% the
percentage of the Fund's assets that are at risk in futures contracts, options
on futures contracts and currency options.
Risks of Futures Contracts and Options Thereon. The ordinary spreads at a given
time between prices in the cash and futures markets (including the options on
futures markets), due to differences in the natures of those markets, are
subject to the following factors. First, all participants in the futures market
are subject to margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close futures contracts
through offsetting transactions, which could distort the normal relationship
between the cash and futures markets. Second, the liquidity of the futures
market depends on participants entering into offsetting transactions rather than
making or taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus producing
distortion. Due to the possibility of distortion, a hedge may not be successful.
Although stock index futures contracts do not require physical delivery, under
extraordinary market conditions liquidity of such futures contracts also could
be reduced. Additionally, the adviser may be incorrect in its expectations as to
the extent of various interest rates, currency exchange rates or stock market
movements or the time span within which the movements take place.
Index Futures. The risk of imperfect correlation between movements in the price
of index futures and movements in the price of the securities that are the
subject of a hedge increases as the composition of a Fund's portfolio diverges
from the index. The price of the index futures may move proportionately more
than or less than the price of the securities being hedged. If the price of the
index futures moves proportionately less than the price of the securities that
are the subject of the hedge, the hedge will not be fully effective. Assuming
the price of the securities being hedged has moved in an unfavorable direction,
as anticipated when the hedge was put into place, the Fund would be in a better
position than if it had not hedged at all, but not as good as if the price of
the index futures moved in full proportion to that of the hedged securities.
However, if the price of the securities being hedged has moved in a favorable
direction, this advantage will be partially offset by movement of the price of
the futures contract. If the price of the futures contract moves more than the
price of the securities, the Fund will experience either a loss or a gain on the
futures contract that will not be completely offset by movements in the price of
the securities that are the subject of the hedge.
Where index futures are purchased in an anticipatory hedge, it is possible that
the market may decline instead. If a Fund then decides not to invest in the
securities at that time because of concern as to possible further market decline
or for other reasons, it will realize a loss on the futures contract that is not
offset by a reduction in the price of the securities it had anticipated
purchasing.
Foreign Currency Hedging Strategies--Special Considerations. A Fund may use
options and futures contracts on foreign currencies, as mentioned previously,
and forward currency contracts, as described below, to attempt to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated or, in certain circumstances, for investment (e.g., as a
substitute for investing in securities denominated in foreign currency).
Currency hedges can protect against price movements in a security that a Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated.
A Fund might seek to hedge against changes in the value of a particular currency
when no Financial Instruments on that currency are available or such Financial
Instruments are more expensive than certain other Financial Instruments. In such
<PAGE>
cases, a Fund may seek to hedge against price movements in that currency by
entering into transactions using Financial Instruments on another currency or a
basket of currencies, the value of which the adviser believes will have a high
degree of positive correlation to the value of the currency being hedged. The
risk that movements in the price of the Financial Instrument will not correlate
perfectly with movements in the price of the currency subject to the hedging
transaction may be increased when this strategy is used.
The value of Financial Instruments on foreign currencies depends on the value of
the underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of such Financial Instruments, a
Fund could be disadvantaged by having to deal in the odd-lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.
There is no systematic reporting of last sale information for foreign currencies
or any regulatory requirement that quotations available through dealers or other
market sources be firm or revised on a timely basis. Quotation information
generally is representative of very large transactions in the interbank market
and thus might not reflect odd-lot transactions where rates might be less
favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the Financial Instruments until they reopen.
Settlement of hedging transactions involving foreign currencies might be
required to take place within the country issuing the underlying currency. Thus,
a Fund might be required to accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.
Forward Currency Contracts and Foreign Currency Deposits. The Funds may enter
into forward currency contracts to purchase or sell foreign currencies for a
fixed amount of U.S. dollars or another foreign currency. A forward currency
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days (term) from the date of the
forward currency contract agreed upon by the parties, at a price set at the time
the forward currency contract is entered. Forward currency contracts are
negotiated directly between currency traders (usually large commercial banks)
and their customers.
Such transactions may serve as long or anticipatory hedges. For example, a Fund
may purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that the Fund intends to acquire.
Forward currency contracts may also serve as short hedges. For example, a Fund
may sell a forward currency contract to lock in the U.S. dollar equivalent of
the proceeds from the anticipated sale of a security or a dividend or interest
payment denominated in a foreign currency.
The Funds may also use forward currency contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. Such a hedge
would tend to offset both positive and negative currency fluctuations, but would
not offset changes in security values caused by other factors. A Fund could also
hedge the position by entering into a forward currency contract to sell another
currency expected to perform similarly to the currency in which the Fund's
existing investments are denominated. This type of hedge could offer advantages
in terms of cost, yield or efficiency, but may not hedge currency exposure as
effectively as a simple hedge against U.S. dollars. This type of hedge may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.
<PAGE>
The Funds may also use forward currency contracts in one currency or a basket of
currencies to attempt to hedge against fluctuations in the value of securities
denominated in a different currency if the adviser anticipates that there will
be a positive correlation between the two currencies.
The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved, the length of the contract period and the market
conditions then prevailing. Because forward currency contracts are usually
entered into on a principal basis, no fees or commissions are involved. When a
Fund enters into a forward currency contract, it relies on the counterparty to
make or take delivery of the underlying currency at the maturity of the
contract. Failure by the counterparty to do so would result in the loss of some
or all of any expected benefit of the transaction.
As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that a Fund will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
insolvency of the counterparty, the Fund might be unable to close out a forward
currency contract. In either event, the Fund would continue to be subject to
market risk with respect to the position, and would continue to be required to
maintain a position in securities denominated in the foreign currency or to
segregate cash or liquid assets.
The precise matching of forward currency contract amounts and the value of the
securities, dividends or interest payments involved generally will not be
possible because the value of such securities, dividends or interest payments,
measured in the foreign currency, will change after the forward currency
contract has been established. Thus, a Fund might need to purchase or sell
foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.
Forward currency contracts may substantially change a Fund's investment exposure
to changes in currency exchange rates and could result in losses to the Fund if
currencies do not perform as the adviser anticipates. There is no assurance that
the adviser's use of forward currency contracts will be advantageous to a Fund
or that it will hedge at an appropriate time.
The Funds may also purchase and sell foreign currency and invest in foreign
currency deposits. Currency conversion involves dealer spreads and other costs,
although commissions usually are not charged.
Combined Positions. A Fund may purchase and write options or futures in
combination with each other, or in combination with futures or forward currency
contracts, to manage the risk and return characteristics of its overall
position. For example, a Fund may purchase a put option and write a call option
on the same underlying instrument, in order to construct a combined position
whose risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they result in
higher transaction costs.
Turnover. The Funds' options and futures activities may affect their turnover
rates and brokerage commission payments. The exercise of calls or puts written
<PAGE>
by a Fund, and the sale or purchase of futures contracts, may cause it to sell
or purchase related investments, thus increasing its turnover rate. Once a Fund
has received an exercise notice on an option it has written, it cannot effect a
closing transaction in order to terminate its obligation under the option and
must deliver or receive the underlying securities at the exercise price. The
exercise of puts purchased by a Fund may also cause the sale of related
investments, increasing turnover. Although such exercise is within the Fund's
control, holding a protective put might cause it to sell the related investments
for reasons that would not exist in the absence of the put. A Fund will pay a
brokerage commission each time it buys or sells a put or call or purchases or
sells a futures contract. Such commissions may be higher than those that would
apply to direct purchases or sales.
Swaps, Caps, Floors and Collars. The Funds are authorized to enter into swaps,
caps, floors and collars. Swaps involve the exchange by one party with another
party of their respective commitments to pay or receive cash flows, e.g., an
exchange of floating rate payments for fixed rate payments. The purchase of a
cap or a floor entitles the purchaser, to the extent that a specified index
exceeds in the case of a cap, or falls below in the case of a floor, a
predetermined value, to receive payments on a notional principal amount from the
party selling such instrument. A collar combines elements of buying a cap and
selling a floor.
ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or in
the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. A Fund will not purchase any such security if the purchase would
cause the Fund to invest more than 15% of its total assets, measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.
The principal risk of investing in illiquid securities is that a Fund may be
unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the securities with
the SEC, and otherwise obtaining listing on a securities exchange or in the over
the counter market.
INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities issued by other investment companies that invest in
short-term debt securities and seek to maintain a net asset value of $1.00 per
share ("money market funds"). The Funds also may invest in Standard & Poor's
Depository Receipts ("SPDRs") and shares of other investment companies. SPDRs
are investment companies whose portfolios mirror the compositions of specific
S&P indices, such as the S&P 500 and the S&P 400. SPDRs are traded on the
American Stock Exchange. SPDR holders such as a Fund are paid a "Dividend
Equivalent Amount" that corresponds to the amount of cash dividends accruing to
the securities held by the SPDR Trust, net of certain fees and expenses. The
Investment Company Act of 1940 limits investments in securities of other
investment companies, such as the SPDR Trust. These limitations include, among
others, that, subject to certain exceptions, no more than 10% of a Fund's total
assets may be invested in securities of other investment companies and no more
than 5% of its total assets may be invested in the securities of any one
investment company. As a shareholder of another investment company, a Fund would
bear its pro rata portion of the other investment company's expenses, including
advisory fees, in addition to the expenses the Fund bears directly in connection
with its own operations.
REITS -- Real Estate Investment Trusts are investment trusts that invest
primarily in real estate and securities of businesses connected to the real
estate industry.
<PAGE>
REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements, or REPOs,
on debt securities that the Fund is allowed to hold in its portfolio. This is a
way to invest money for short periods. A REPO is an agreement under which the
Fund acquires a debt security and then resells it to the seller at an agreed
upon price and date (normally, the next business day). The repurchase price
represents an interest rate effective for the short period the debt security is
held by the Fund, and is unrelated to the interest rate on the underlying debt
security. A repurchase agreement is often considered as a loan collateralized by
securities. The collateral securities acquired by the Fund (including accrued
interest earned thereon) must have a total value in excess of the value of the
repurchase agreement. The collateral securities are held by the Fund's custodian
bank until the repurchase agreement is completed.
The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers, that are
creditworthy under standards established by the Company's board of directors.
The Company's board of directors has established standards that INVESCO and the
applicable sub-adviser must use to review the creditworthiness of any bank,
broker or dealer that is party to a REPO. REPOs maturing in more than seven days
are considered illiquid securities. A Fund will not enter into repurchase
agreements maturing in more than seven days if as a result more than 15% of the
Fund's net assets would be invested in these repurchase agreements and other
illiquid securities.
As noted above, the Funds use REPOs as a means of investing cash for short
periods of time. Although REPOs are considered to be highly liquid and
comparatively low-risk, the use of REPOs does involve some risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Fund may incur a loss on the sale of the collateral security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by the Fund not within the control
of the Fund and therefore the realization by the Fund on such collateral may
automatically be stayed. Finally, it is possible that the Fund may not be able
to substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement.
RULE 144A SECURITIES -- A Fund also may invest in securities that can be resold
to institutional investors pursuant to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"). In recent years, a large institutional market
has developed for many Rule 144A Securities. Institutional investors generally
cannot sell these securities to the general public but instead will often depend
on an efficient institutional market in which Rule 144A Securities can readily
be resold to other institutional investors, or on an issuer's ability to honor a
demand for repayment. Therefore, the fact that there are contractual or legal
restrictions on resale to the general public or certain institutions does not
necessarily mean that a Rule 144A Security is illiquid. Institutional markets
for Rule 144A Securities may provide both reliable market values for Rule 144A
Securities and enable a Fund to sell a Rule 144A investment when appropriate.
For this reason, the Company's board of directors has concluded that if a
sufficient institutional trading market exists for a given Rule 144A security,
it may be considered "liquid," and not subject to a Fund's limitations on
investment in restricted securities. The Company's board of directors has given
INVESCO the day-to-day authority to determine the liquidity of Rule 144A
Securities, according to guidelines approved by the board. The principal risk of
investing in Rule 144A Securities is that there may be an insufficient number of
qualified institutional buyers interested in purchasing a Rule 144A Security
held by a Fund, and the Fund might be unable to dispose of such security
promptly or at reasonable prices.
<PAGE>
SECURITIES LENDING -- Each Fund may lend its portfolio securities. The advantage
of lending portfolio securities is that a Fund continues to have the benefits
(and risks) of ownership of the loaned securities, while at the same time
receiving interest from the borrower of the securities. The primary risk in
lending portfolio securities is that a borrower may fail to return a portfolio
security.
Sovereign Debt -- In certain emerging countries, the central government and its
agencies are the largest debtors to local and foreign banks and others.
Sovereign debt involves the risk that the government, as a result of political
considerations or cash flow difficulties, may fail to make scheduled payments of
interest or principal and may require holders to participate in rescheduling of
payments or even to make additional loans. If an emerging country government
defaults on its sovereign debt, there is likely to be no legal proceeding under
which the debt may be ordered repaid, in whole or in part. The ability or
willingness of a foreign sovereign debtor to make payments of principal and
interest in a timely manner may be influenced by, among other factors, its cash
flow, the magnitude of its foreign reserves, the availability of foreign
exchange on the payment date, the debt service burden to the economy as a whole,
the debtor's then current relationship with the International Monetary Fund and
its then current political constraints. Some of the emerging countries issuing
such instruments have experienced high rates of inflation in recent years and
have extensive internal debt. Among other effects, high inflation and internal
debt service requirements may adversely affect the cost and availability of
future domestic sovereign borrowing to finance governmental programs, and may
have other adverse social, political and economic consequences, including
effects on the willingness of such countries to service their sovereign debt. An
emerging country government's willingness and ability to make timely payments on
its sovereign debt also are likely to be heavily affected by the country's
balance of trade and its access to trade and other international credits. If a
country's exports are concentrated in a few commodities, such country would be
more significantly exposed to a decline in the international prices of one or
more of such commodities. A rise in protectionism on the part of its trading
partners, or unwillingness by such partners to make payment for goods in hard
currency, could also adversely affect the country's ability to export its
products and repay its debts. Sovereign debtors may also be dependent on
expected receipts from such agencies and others abroad to reduce principal and
interest arrearages on their debt. However, failure by the sovereign debtor or
other entity to implement economic reforms negotiated with multilateral agencies
or others, to achieve specified levels of economic performance, or to make other
debt payments when due, may cause third parties to terminate their commitments
to provide funds to the sovereign debtor, which may further impair such debtor's
willingness or ability to service its debts.
The Funds may invest in debt securities issued under the "Brady Plan" in
connection with restructurings in emerging country debt markets or earlier
loans. These securities, often referred to as "Brady Bonds," are, in some cases,
denominated in U.S. dollars and collateralized as to principal by U.S. Treasury
zero coupon bonds having the same maturity. At least one year's interest
payments, on a rolling basis, are collateralized by cash or other investments.
Brady Bonds are actively traded on an over-the-counter basis in the secondary
market for emerging country debt securities. Brady Bonds are lower-rated bonds
and highly volatile.
U.S. GOVERNMENT SECURITIES -- Each Fund may, from time to time, purchase debt
securities issued by the U.S. government. These securities include Treasury
bills, notes, and bonds. Treasury bills have a maturity of one year or less,
Treasury notes generally have a maturity of one to ten years, and Treasury bonds
generally have maturities of more than ten years.
<PAGE>
U.S. government debt securities also include securities issued or guaranteed by
agencies or instrumentalities of the U.S. government. Some obligations of U.S.
government agencies, which are established under the authority of an act of
Congress, such as Government National Mortgage Association ("GNMA")
participation certificates, are supported by the full faith and credit of the
U.S. Treasury. GNMA Certificates are mortgage-backed securities representing
part ownership of a pool of mortgage loans. These loans -- issued by lenders
such as mortgage bankers, commercial banks and savings and loan associations --
are either insured by the Federal Housing Administration or guaranteed by the
Veterans Administration. A "pool" or group of such mortgages is assembled and,
after being approved by GNMA, is offered to investors through securities
dealers. Once approved by GNMA, the timely payment of interest and principal on
each mortgage is guaranteed by GNMA and backed by the full faith and credit of
the U.S. government. The market value of GNMA Certificates is not guaranteed.
GNMA Certificates are different from bonds because principal is paid back
monthly by the borrower over the term of the loan rather than returned in a lump
sum at maturity, as is the case with a bond. GNMA Certificates are called
"pass-through" securities because both interest and principal payments
(including prepayments) are passed through to the holder of the GNMA
Certificate.
Other United States government debt securities, such as securities of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury. Others, such as bonds issued by Fannie Mae, a federally chartered
private corporation, are supported only by the credit of the corporation. In the
case of securities not backed by the full faith and credit of the United States,
the Fund must look principally to the agency issuing or guaranteeing the
obligation in the event the agency or instrumentality does not meet its
commitments. A Fund will invest in securities of such instrumentalities only
when its investment adviser and sub-advisers are satisfied that the credit risk
with respect to any such instrumentality is comparatively minimal.
WHEN-ISSUED/DELAYED DELIVERY -- The Fund normally buys and sells securities on
an ordinary settlement basis. That means that the buy or sell order is sent, and
the Fund actually takes delivery or gives up physical possession of the security
on the "settlement date," which is three business days later. However, the Fund
also may purchase and sell securities on a when-issued or delayed delivery
basis.
When-issued or delayed delivery transactions occur when securities are purchased
or sold by the Fund and payment and delivery take place at an agreed-upon time
in the future. The Fund may engage in this practice in an effort to secure an
advantageous price and yield. However, the yield on a comparable security
available when delivery actually takes place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When the Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by the Fund until it receives
delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect the Fund.
INVESTMENT RESTRICTIONS.
The Funds operate under certain investment restrictions. For purposes of the
following restrictions, all percentage limitations apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting from fluctuations in value does not require elimination of any
security from the Fund.
<PAGE>
The following restrictions are fundamental and may not be changed without prior
approval of a majority of the outstanding voting securities of a Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Each
Fund may not:
1. purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as a
result, more than 25% of the Fund's total assets would be invested in the
securities of companies whose principal business activities are in the
same industry;
2. with respect to 75% of the Fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of a Fund's
total assets would be invested in the securities of that issuer, or (ii) a
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
3. underwrite securities of other issuers, except insofar as it may be
deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
4. borrow money, except that the Fund may borrow money in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings);
5. issue senior securities, except as permitted under the 1940 Act;
6. lend any security or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, but this limitation
does not apply to the purchase of debt securities or to repurchase
agreements;
7. purchase or sell physical commodities; however, this policy shall not
prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments; or
8. purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the Fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business).
9. Each Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by INVESCO or an affiliate
or a successor thereof, with substantially the same fundamental investment
objective, policies and limitations as the Fund.
In addition, each Fund has the following non-fundamental policies, which may be
changed without shareholder approval:
A. The Fund may not sell securities short (unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold
short) or purchase securities on margin, except that (i) this policy does
not prevent the Fund from entering into short positions in foreign
currency, futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments, (ii) the Fund may obtain
such short-term credits as are necessary for the clearance of
transactions, and (iii) the Fund may make margin payments in connection
with futures contracts, options, forward contracts, swaps, caps, floors,
collars and other financial instruments.
<PAGE>
B. The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO or an affiliate or a
successor thereof for temporary or emergency purposes (not for leveraging
or investing) or by engaging in reverse repurchase agreements with any
party (reverse repurchase agreements will be treated as borrowings for
purposes of fundamental limitation (4)).
C. The Fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
D. The Fund may invest in securities issued by other investment companies
to the extent that such investments are consistent with the Fund's
investment objective and policies and permissible under the 1940 Act.
E. With respect to fundamental limitation (1), domestic and foreign
banking will be considered to be different industries.
F. With respect to fundamental limitation (1), investments in obligations
issued by a foreign government, including the agencies or
instrumentalities of a foreign government, are considered to be
investments in a specific industry.
In addition, with respect to a Fund that may invest in municipal obligations,
the following non-fundamental policy applies, which may be changed without
shareholder approval:
Each state (including the District of Columbia and Puerto Rico), territory
and possession of the United States, each political subdivision, agency,
instrumentality and authority thereof, and each multi-state agency of
which a state is a member is a separate "issuer." When the assets and
revenues of an agency, authority, instrumentality or other political
subdivision are separate from the government creating the subdivision and
the security is backed only by assets and revenues of the subdivision,
such subdivision would be deemed to be the sole issuer. Similarly, in the
case of an Industrial Development Bond or Private Activity bond, if that
bond is backed only by the assets and revenues of the non-governmental
user, then that non-governmental user would be deemed to be the sole
issuer. However, if the creating government or another entity guarantees a
security, then to the extent that the value of all securities issued or
guaranteed by that government or entity and owned by a Fund exceeds 10% of
the Fund's total assets, the guarantee would be considered a separate
security and would be treated as issued by that government or entity.
Following is a chart outlining some of the limitations pursuant to
non-fundamental investment policies set by the board of directors. These
<PAGE>
non-fundamental policies may be changed by the board of directors without
shareholder approval:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
INVESTMENT INTERNATIONAL LATIN AMERICAN PACIFIC BASIN
EUROPEAN BLUE CHIP GROWTH
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Securities At least 80% At least 65% At least 65% At least 80%
in companies in securities Latin American in companies
domiciled in of blue chip issuers, domiciled in
England, foreign com- including Japan,
France, panies. Mexico, Australia,
Germany, Central Hong Kong,
Belgium, America, South Malaysia,
Italy, the America and Singapore and
Netherlands, spanish the
Switzerland, speaking Philippines.
Denmark, islands of the
Sweden, Caribbean.
Norway,
Finland and
Spain.
- ----------------------------------------------------------------------------------------------
Country Funds Fund may not Fund may not Fund may not
own more than own more than own more than
3% of the 3% of the 3% of the
total outstand- total outstand- total outstand-
ing voting ing voting ing voting
stock of a stock of a stock of a
particular particular particular
country fund country fund country fund
or have more or have more or have more
than 5% of its than 5% of its than 5% of its
total assets total assets total assets
invested in a invested in a invested in a
particular particular particular
country fund. country fund. country fund.
- ---------------------------------------------------------------------------------------------
Foreign Securities Up to 100% Up to 100% Up to 100% Up to 100%
(Percentages exclude
ADRs and Canadian
issuers.)
- ---------------------------------------------------------------------------------------------
Junk Bonds Up to 35% of
assets
- ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
MANAGEMENT OF THE FUNDS
THE INVESTMENT ADVISER
INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
Company's investment adviser. INVESCO was founded in 1932 and serves as an
investment adviser to:
INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
Flexible Funds, Inc.)
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.)
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.
As of _______________, 1999, INVESCO managed mutual funds having combined assets
of $_____ billion, consisting of ____ separate portfolios, on behalf of more
than _______ shareholders.
INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world, with
approximately $291 billion in assets under management on September 30, 1999.
AMVESCAP PLC's North American subsidiaries include:
INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution
retirement plan services to plan sponsors, institutional retirement plan
sponsors, institutional plan providers and foreign governments.
INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division of
IRBS, provides recordkeeping and investment selection services to defined
contribution plan sponsors of plans with between $2 million and $200 million
in assets. Additionally, IRPS provides investment consulting services to
institutions seeking to provide retirement plan products and services.
Institutional Trust Company, doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs")
and other retirement plan accounts. This includes services such as
recordkeeping, tax reporting and compliance. ITC acts as trustee or
custodian to these plans. ITC accepts contributions and provides complete
transfer agency functions: correspondence, sub-accounting, telephone
communications and processing of distributions.
INVESCO Capital Management, Inc., Atlanta, Georgia, manages institutional
investment portfolios, consisting primarily of discretionary employee
benefit plans for corporations and state and local governments, and
endowment funds.
INVESCO Management & Research, Inc., Boston, Massachusetts, primarily
manages pension and endowment accounts.
<PAGE>
PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for providing
advisory services in the U.S. real estate markets for AMVESCAP PLC's clients
worldwide. Clients include corporate pension plans and public pension funds
as well as endowment and foundation accounts.
INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans,
Taft-Hartley Plans, insurance companies, charitable institutions and private
individuals. INVESCO NY further serves as investment adviser to several
closed-end investment companies, and as sub-adviser with respect to certain
commingled employee benefit trusts.
A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.
A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other
private investment advisory accounts and also serves as a sub-adviser to
certain retail and institutional mutual funds, one Canadian mutual fund and
one portfolio of an open-end registered investment company that is offered
to separate accounts of variable insurance companies.
A I M Distributors, Inc. and Fund Management Company, Houston, Texas, are
registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.
The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.
THE INVESTMENT ADVISORY AGREEMENT
INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Company.
The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the Fund's investment policies. INVESCO may directly
manage a Fund itself, or may hire a sub-adviser, which may be an affiliate of
INVESCO, to do so. Specifically, INVESCO is responsible for:
o managing the investment and reinvestment of all the assets of the
Funds, and executing all purchases and sales of portfolio securities;
o maintaining a continuous investment program for the Funds, consistent
with (i) each Fund's investment policies as set forth in the Company's
Articles of Incorporation, Bylaws and Registration Statement, as from
time to time amended, under the 1940 Act, and in any prospectus and/or
statement of additional information of the Funds, as from time to time
amended and in use under the 1933 Act, and (ii) the Company's status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended;
<PAGE>
o determining what securities are to be purchased or sold for the
Funds, unless otherwise directed by the directors of the Company, and
executing transactions accordingly;
o providing the Funds the benefit of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter
generally available to investment advisory customers of the Adviser or
any Sub-Adviser;
o determining what portion of each Fund's assets should be invested
in the various types of securities authorized for purchase by
the Fund; and
o making recommendations as to the manner in which voting rights,
rights to consent to Fund action and any other rights pertaining to a
Fund's portfolio securities shall be exercised.
INVESCO also performs all of the following services for the Funds:
o administrative
o internal accounting (including computation of net asset value)
o clerical and statistical
o secretarial
o all other services necessary or incidental to the administration
of the affairs of the Funds
o supplying the Company with officers, clerical staff and other
employees
o furnishing office space, facilities, equipment, and supplies;
o providing personnel and facilities required to respond to inquiries
related to shareholder accounts
o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including the Prospectuses,
statement of additional information, proxy statements, shareholder
reports, tax returns, reports to the SEC, and other corporate documents
of the Funds)
o supplying basic telephone service and other utilities
o preparing and maintaining certain of the books and records required
to be prepared and maintained by the Funds under the 1940 Act.
Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory services to the Company, INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:
<PAGE>
European and Pacific Basin Funds
o 0.75% on the first $350 million of each Fund's average net assets;
o 0.65% on the next $350 million of each Fund's average net assets;
o 0.55% on each Fund's average net assets from $700 million;
o 0.45% on each Fund's average net assets from $2 billion;
o 0.40% on each Fund's average net assets from $4 billion;
o 0.375% on each Fund's average net assets from $6 billion; and
o 0.35% on each Fund's average net assets from $8 billion.
International Blue Chip and Latin American Growth Funds
o 0.75% on the first $500 million of each Fund's average net assets;
o 0.65% on the next $500 million of each Fund's average net assets;
o 0.55% on each Fund's average net assets from $1 billion;
o 0.45% on each Fund's average net assets from $2 billion;
o 0.40% on each Fund's average net assets from $4 billion;
o 0.375% on each Fund's average net assets from $6 billion; and
o 0.35% on each Fund's average net assets from $8 billion.
During the periods outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below. Since the Funds' Class C shares did not
commence operations until January __, 2000, no advisory fees were paid with
respect to Class C shares for the periods shown below. If applicable, the
advisory fees were offset by credits in the amounts shown below, so that
INVESCO's fees are not in excess of the expense limitations shown below, which
have been voluntarily agreed to by the Company and INVESCO.
Advisory Total Expense Total Expense
Fee Dollars Reimbursements Limitations
----------- -------------- --------------
European Fund
October 31, 1999 $________ $___________ 2.00%
October 31, 1998 3,802,357 0 2.00%
October 31, 1997 2,679,462 0 2.00%
International Blue
Chip Fund
October 31, 1999 $_________ $_________ 2.00%
October 31, 1998 176 0 2.00%
October 31, 1997 N/A N/A N/A
Latin American
Growth Fund
October 31, 1999(a) $_________ $_________ 2.00%
July 31, 1999 176,481 286,269 2.00%
July 31, 1998 552,409 N/A 2.00%
July 31, 1997 485,690 N/A 2.00%
<PAGE>
Pacific Basin
October 31, 1999 $_________ $_________ 2.00%
October 31, 1998 368,580 236,517 2.00%
October 31, 1997 939,420 0 2.00%
(a) For the period August 1, 1999 through October 31, 1999, the Fund's new
fiscal year end.
THE SUB-ADVISORY AGREEMENT
With respect to the European, Latin American Growth and Pacific Basin Funds,
INVESCO Asset Management Limited ("IAML") serves as sub-adviser to the Funds
pursuant to a sub-advisory agreement dated February 28, 1997 (the
"Sub-Agreement") with INVESCO.
With respect to the International Blue Chip Fund, INVESCO Global Asset
management (N.A.)("IGAM") serves as the sub-adviser to the Fund pursuant to a
sub-advisory agreement dated September 23, 1998 (the "International Blue Chip
Sub-Agreement") with INVESCO.
The Sub-Agreement and International Blue Chip Sub-Agreement (the
"Sub-Agreements") provide that IAML and IGAM, as applicable, subject to the
supervision of INVESCO, shall manage the investment portfolios of the respective
Funds in conformity with each such Fund's investment policies. These management
services include: (a) managing the investment and reinvestment of all the
assets, now or hereafter acquired, of each Fund, and executing all purchases and
sales of portfolio securities; (b) maintaining a continuous investment program
for the Funds, consistent with (i) each Fund's investment policies as set forth
in the Company's Articles of Incorporation, Bylaws and Registration Statement,
as from time to time amended, under the 1940 Act, as amended, and in any
prospectus and/or statement of additional information of the Funds, as from time
to time amended and in use under the 1933 Act and (ii) the Company's status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended; (c) determining what securities are to be purchased or sold for each
Fund, unless otherwise directed by the directors of the Company or INVESCO, and
executing transactions accordingly; (d) providing the Funds the benefit of all
of the investment analysis and research, the reviews of current economic
conditions and trends, and the consideration of long-range investment policy now
or hereafter generally available to investment advisory customers of IAML or
IGAM; (e) determining what portion of each applicable Fund's assets should be
invested in the various types of securities authorized for purchase by such
Fund; and (f) making recommendations as to the manner in which voting rights,
rights to consent to Company action and any other rights pertaining to the
portfolio securities of each applicable Fund shall be exercised.
The Sub-Agreements provide that, as compensation for their services, IGAM and
IAML shall receive from INVESCO, at the end of each month, a fee based upon
the average daily value of the applicable Fund's net assets. The
sub-advisory fees are paid by INVESCO, NOT the Funds.
European and Pacific Basin Funds
o 0.30% on the first $350 million of each Fund's average net assets;
o 0.26% on the next $350 million of each Fund's average net assets;
o 0.22% on each Fund's average net assets from $700 million;
o 0.18% on each Fund's average net assets from $2 billion;
o 0.16% on each Fund's average net assets from $4 billion;
<PAGE>
o 0.15% on each Fund's average net assets from $6 billion; and
o 0.14% on each Fund's average net assets from $8 billion.
International Blue Chip and Latin American Growth Funds
o 0.30% on the first $500 million of each Fund's average net assets;
o 0.26% on the next $500 million of each Fund's average net assets;
o 0.22% on each Fund's average net assets from $1 billion;
o 0.18% on each Fund's average net assets from $2 billion;
o 0.16% on each Fund's average net assets from $4 billion;
o 0.15% on each Fund's average net assets from $6 billion; and
o 0.14% on each Fund's average net assets from $8 billion.
ADMINISTRATIVE SERVICES AGREEMENT
INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated April 30, 1993 with the Company.
The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:
o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and
o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for the
benefit of participants in such plans.
As full compensation for services provided under the Administrative Services
Agreement, each Fund pays a monthly fee to INVESCO consisting of a base fee of
$10,000 per year, plus an additional incremental fee computed daily and paid
monthly at an annual rate of 0.015% of the average net assets of each Fund prior
to May 13, 1999 and 0.045% per year of the average net assets of each Fund
effective May 13, 1999.
TRANSFER AGENCY AGREEMENT
INVESCO also performs transfer agent, dividend disbursing agent, and registrar
services for the Funds pursuant to a Transfer Agency Agreement dated February
28, 1997 with the Company.
The Transfer Agency Agreement provides that each Fund pays INVESCO an annual fee
of $20.00 per shareholder account, or, where applicable, per participant in an
omnibus account. This fee is paid monthly at the rate of 1/12 of the annual fee
and is based upon the actual number of shareholder accounts and omnibus account
participants in a Fund at any time during each month.
<PAGE>
FEES PAID TO INVESCO
For the periods outlined in the table below for each Fund, the Funds' Investor
Class shares paid the following fees to INVESCO (prior to the absorption of
certain Fund expenses by INVESCO and the Sub-Advisor, where applicable). Since
the Funds' Class C shares did not commence operations until January __, 2000, no
fees were paid with respect to Class C shares for the periods shown below.
Administrative Transfer
Advisory Services Agency
---------- -------------- ---------
European Fund - Investor Class
October 31, 1999 $________ $_________ $___________
October 31, 1998 3,802,357 89,993 1,100,420
October 31, 1997 2,679,462 63,965 985,603
International Blue Chip Fund - Investor Class
October 31, 1999 $________ $_________ $___________
October 31, 1998 176 84 0
October 31, 1997 N/A N/A N/A
Latin American Growth Fund - Investor Class
October 31, 1999(a) $________ $_________ $___________
July 31, 1999 176,481 15,500 320,395
July 31, 1998 552,409 21,048 338,846
July 31, 1997 485,690 19,714 177,930
Pacific Basin Fund - Investor Class
October 31, 1999 $________ $_________ $___________
October 31, 1998 368,580 17,399 499,564
October 31, 1997 939,420 28,788 677,811
(a) For the period August 1, 1999 through October 31, 1999, the Fund's new
fiscal year end.
DIRECTORS AND OFFICERS OF THE COMPANY
The overall direction and supervision of the Company come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.
The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.
The Company has a management liaison committee which meets quarterly with
various management personnel of INVESCO in order to facilitate better
understanding of management and operations of the Company, and to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.
<PAGE>
The Company has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar and other brokerage transactions by the
Funds, and to review policies and procedures of INVESCO with respect to
brokerage transactions. It reports on these matters to the Company's board of
directors.
The Company has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by INVESCO to ensure that the use of
such instruments follows the policies on such instruments adopted by the
Company's board of directors. It reports on these matters to the Company's board
of directors.
The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company for
their services as officers. INVESCO has the primary responsibility for making
investment decisions on behalf of the Funds. These investment decisions are
reviewed by the investment committee of INVESCO.
All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":
INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO Flexible
Funds, Inc.)
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.)
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.
The table below provides information about each of the Company's directors and
officers. Their affiliations represent their principal occupations.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Charles W. Brady *+ Chairman of the Board
1315 Peachtree St., N.E. Director and of INVESCO Global
Atlanta, Georgia Chairman of the Board Health Sciences Fund;
Age: 64 Chief Executive
Officer and Director
of AMVESCAP PLC,
London, England and
various subsidiaries
of AMVESCAP PLC.
Fred A. Deering +# Trustee of INVESCO Glo-
Security Life Center Director and Vice bal Health Sciences
1290 Broadway Chairman of the Board Fund; formerly,
Denver, Colorado Chairman of the
Executive Committee
Age: 72 and Chairman of the
Board of Security Life
of Denver Insurance
Company; Director of
ING American Holdings
Company and First ING
Life Insurance
Company of New York.
Mark H. Williamson *+ President, Chief Execu-
7800 E. Union Avenue President, Chief tive Officer and
Denver, Colorado Exec utive Officer Director of INVESCO
and Director Funds Group, Inc.;
Age: 48 President and Chief
Executive Officer and
Director of INVESCO
Distributors, Inc.;
President, Chief
Operating Officer and
Trustee of INVESCO
Global Health Sciences
Fund; formerly,
Chairman and Chief
Executive Officer of
Nations Banc Advisors,
Inc.; formerly,
Chairman of
Nationsbanc
Investments, Inc.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Victor L. Andrews, Ph.D. Professor Emeritus,
**! Director Chairman Emeritus and
34 Seawatch Drive Chairman of the CFO
Savannah, Georgia Roundtable of the
Department of Finance
Age: 69 of Georgia State
University; President,
Andrews Financial
Associates, Inc. (con-
sulting firm);
formerly, member of
the faculties of the
Harvard Business
School and the Sloan
School of Management
of MIT; Director of
The Sheffield Funds,
Inc.
Bob R. Baker +** President and Chief
AMC Cancer Research Director Executive Officer of
Center 1600 Pierce Street AMC Cancer Research
Denver, Colorado Center, Denver,
Colorado, since
Age: 63 January 1989; until
mid-December 1988,
Vice Chairman of the
Board of First
Columbia Financial
Corporation,
Englewood, Colorado;
formerly, Chairman of
the Board and Chief
Executive Officer of
First Columbia
Financial Corporation.
Lawrence H. Budner #@ Trust Consultant;
7608 Glen Albens Circle Director prior to June 30,
Dallas, Texas 1987, Senior Vice
President and Senior
Age: 69 Trust Officer of
InterFirst Bank,
Dallas, Texas.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Wendy L. Gramm, Ph.D**! Self-employed (since
4201 Yuma Street, N.W. Director 1993); Professor of
Washington, DC Economics and Public
Administration,
Age: 55 University of Texas at
Arlington; formerly,
Chairman, Commodity
Futures Trading
Commission; Administra-
tor for Information
and Regulatory Affairs
at the Office of
Management and Budget,
Executive Director of
the Presidential Task
Force on Regulatory
Relief, and Director
of the Federal Trade
Commission's Bureau
of Economics. Also,
Director of Chicago
Mercantile Exchange,
Enron Corporation,
IBP, Inc., State Farm
Insurance Company,
Independent Women's
Forum, International
Republic Institute,
and the Republican
Women's Federal
Forum. Also, Member
of Board of Visitors,
College of Business
Administration,
University of Iowa,
and Member of Board of
Visitors, Center for
Study of Public
Choice, George Mason
University.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Kenneth T. King +#@ Retired. Formerly,
4080 North Circulo Director Chairman of the Board
Manzanillo of The Capitol Life
Tucson, Arizona Insurance Company,
Providence Washington
Age: 74 Insurance Company and
Director of numerous
U.S. subsidiar ies
thereof; formerly,
Chairman of the Board
of The Providence
Capitol Companies in
the United Kingdom and
Guernsey; Chairman of
the Board of the
Symbion Corporation
until 1987.
John W. McIntyre +#@ Retired. Formerly,
7 Piedmont Center Director Vice Chairman of the
Suite 100 Board of Directors of
Atlanta, Georgia The Citizens and
Southern Corporation
Age: 69 and Chairman of the
Board and Chief Execu-
tive Officer of the
Citizens and Southern
Georgia Corp. and the
Citizens and Southern
National Bank; Trustee
of INVESCO Global
Health Sciences Fund,
Gables Residential
Trust, Employee's
Retirement System of
GA, Emory University,
and J.M. Tull
Charitable Foundation;
Director of Kaiser
Foundation Health
Plans of Georgia, Inc.
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Larry Soll, Ph.D.!** Retired. Formerly,
345 Poorman Road Director Chairman of the Board
Boulder, Colorado (1987 to 1994), Chief
Executive Officer
Age: 57 (1982 to 1989 and 1993
to 1994) and Presi-
dent (1982 to 1989) of
Synergen Inc.,
Director of Synergen
since incorporation
in 1982; Director of
Isis Pharmaceuticals,
Inc.; Trustee of
INVESCO Global Health
Sciences Fund.
Glen A. Payne Senior Vice President,
7800 E. Union Avenue Secretary General Counsel and
Denver, Colorado Secretary of INVESCO
Funds Group, Inc.;
Age: 52 Senior Vice President,
Secretary and General
Counsel of INVESCO
Distributors, Inc.;
Secretary of INVESCO
Global Health Sciences
Fund; formerly,
General Counsel of
INVESCO Trust Company
(1989 to 1998) and
employee of a U.S.
regulatory agency,
Washington, D.C. (1973
to 1989).
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Ronald L. Grooms Senior Vice President,
7800 E. Union Avenue Chief Accounting Treasurer and Director
Denver, Colorado Officer, Chief Finan of INVESCO Funds
cial Officer and Group, Inc.; Senior
Age: 53 Trea surer Vice President,
Treasurer and Direc-
tor of INVESCO
Distributors, Inc.;
Treasurer and
Principal Financial
and Accounting Officer
of INVESCO Global
Health Sciences Fund;
formerly, Senior Vice
President and
Treasurer of INVESCO
Trust Company (1988
to 1998).
William J. Galvin, Jr. Senior Vice President
7800 E. Union Avenue Assistant Secretary and Assistant
Denver, Colorado Secretary of INVESCO
Funds Group, Inc.;
Age: 43 Senior Vice President
and Assistant
Secretary of INVESCO
Distributors, Inc.;
formerly, Trust
Officer of INVESCO
Trust Company (1995 to
1998).
Pamela J. Piro Vice President and
7800 E. Union Avenue Assistant Treasurer Assistant Treasurer
Denver, Colorado of INVESCO Funds
Group, Inc.; Assistant
Age: 39 Treasurer of INVESCO
Distributors, Inc.;
formerly, Assistant
Vice President (1996
to 1997),
Director-Portfolio
Accounting (1994 to
1996), Portfolio
Accounting Manager
(1993 to 1993) and
Assistant Accounting
Manager (1990 to 1993).
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Company During Past Five Years
Alan I. Watson Vice President of
7800 E. Union Avenue Assistant Secretary INVESCO Funds Group,
Denver, Colorado Inc.; formerly, Trust
Officer of INVESCO
Age: 58 Trust Company.
Judy P. Wiese Vice President and
7800 E. Union Avenue Assistant Secretary Assistant Secretary
Denver, Colorado of INVESCO Funds
Group, Inc.; Assistant
Age: 51 Secretary of INVESCO
Distributors, Inc.;
formerly, Trust
Officer of INVESCO
Trust Company.
# Member of the audit committee of the Company.
+ Member of the executive committee of the Company. On occasion, the
executive committee acts upon the current and ordinary business of the
Company between meetings of the board of directors. Except for certain powers
which, under applicable law, may only be exercised by the full board of
directors, the executive committee may exercise all powers and authority of the
board of directors in the management of the business of the Company. All
decisions are subsequently submitted for ratification by the board of directors.
* These directors are "interested persons" of the Company as defined in
the 1940 Act.
** Member of the management liaison committee of the Company.
@ Member of the soft dollar brokerage committee of the Company.
! Member of the derivatives committee of the Company.
The following table shows the compensation paid by the Company to its
independent directors for services rendered in their capacities as directors of
the 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 directors upon retirement as a result of
their service to the Company, all for the fiscal year ended October 31, 1999.
In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these directors for services rendered in their capacities
as directors during the year ended December 31, 1999. As of December 31, 1999,
there were ___ funds in the INVESCO Complex.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Name of Aggregate Benefits Estimated Total Compensa-
Person and Compensation Accrued As Annual Benefits tion From
Position From Company(1) Part of Upon Retirement(3) INVESCO Complex
Company Paid To
Expenses(2) Directors(6)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A.
Deering, Vice
Chairman of
the Board
- -------------------------------------------------------------------------------------
Victor L.
Andrews
- -------------------------------------------------------------------------------------
Bob R. Baker
- -------------------------------------------------------------------------------------
Lawrence H.
Budner
- -------------------------------------------------------------------------------------
Daniel D.
Chabris(4)
- -------------------------------------------------------------------------------------
Wendy Gramm
- -------------------------------------------------------------------------------------
Kenneth T. King
- -------------------------------------------------------------------------------------
John W. McIntyre
- -------------------------------------------------------------------------------------
Larry Soll
- -------------------------------------------------------------------------------------
Total
- -------------------------------------------------------------------------------------
% of Net Assets
____%(5) _____%(5) ______%(6)
- -------------------------------------------------------------------------------------
</TABLE>
(1) The vice chairman of the board, the chairmen of the Funds' committees who
are Independent Directors, and the members of the Funds' committees who
are Independent Directors, each receive compensation for serving in such
capacities in addition to the compensation paid to all Independent Directors.
(2) Represents estimated benefits accrued with respect to the Defined
Benefit Deferred Compensation Plan discussed below, and not compensation
deferred at the election of the directors.
(3) These amounts represent the Company's share of the estimated annual benefits
payable by the INVESCO Funds upon the directors' retirement, calculated using
the current method of allocating director compensation among the INVESCO Funds.
These estimated benefits assume retirement at age 72 and that the basic retainer
payable to the directors will be adjusted periodically for inflation, for
increases in the number of funds in the INVESCO Funds, and for other reasons
during the period in which retirement benefits are accrued on behalf of the
respective directors. This results in lower estimated benefits for directors who
<PAGE>
are closer to retirement and higher estimated benefits for directors who are
further from retirement. With the exception of Drs. Soll and Gramm, each of
these directors has served as a director of one or more of the funds in the
INVESCO Funds for the minimum five-year period required to be eligible to
participate in the Defined Benefit Deferred Compensation Plan. Although Mr.
McIntyre became eligible to participate in the Defined Benefit Deferred
Compensation Plan as of November 1, 1998, he was not included in the calculation
of retirement benefits until November 1, 1999.
(4) Mr. Chabris retired as a director of the Company on September 30, 1998.
(5) Totals as a percentage of the Company's net assets as of October 31, 1999.
(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1999.
Messrs. Brady and Williamson, as "interested persons" of the Company and the
INVESCO Funds, receive compensation as officers or employees of INVESCO or its
affiliated companies, and do not receive any director's fees or other
compensation from the Company or the other funds in the INVESCO Funds for their
service as directors.
The boards of directors of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified Director") is entitled to receive,
upon termination of service as a director (normally, at the retirement age of 72
or the retirement age of 73 or 74, if the retirement date is extended by the
boards for one or two years, but less than three years), continuation of payment
for one year (the "First Year Retirement Benefit") of the annual basic retainer
and annualized board meeting fees payable by the funds to the Qualified Director
at the time of his/her retirement (the "Basic Benefit"). Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of any director whose retirement has been extended by the board for
three years, a Qualified Director shall receive quarterly payments at an annual
rate equal to 50% of the Basic Benefit. These payments will continue for the
remainder of the Qualified Director's life or ten years, whichever is longer
(the "Reduced Benefit Payments"). If a Qualified Director dies or becomes
disabled after age 72 and before age 74 while still a director of the funds, the
First Year Retirement Benefit and Reduced Benefit Payments will be made to
him/her or to his/her beneficiary or estate. If a Qualified Director becomes
disabled or dies either prior to age 72 or during his/her 74th year while still
a director of the funds, the director will not be entitled to receive the First
Year Retirement Benefit; however, the Reduced Benefit Payments will be made to
his/her beneficiary or estate. The Plan is administered by a committee of three
directors who are also participants in the Plan and one director who is not a
Plan participant. The cost of the Plan will be allocated among the INVESCO Funds
in a manner determined to be fair and equitable by the committee. The Company
began making payments under the plan to Mr. Chabris as of October 1, 1998. The
Company has no stock options or other pension or retirement plans for management
or other personnel and pays no salary or compensation to any of its officers. A
similar plan has been adopted by INVESCO Global Health Sciences Fund's board of
trustees. All trustees of INVESCO Global Health Sciences Fund are also directors
of INVESCO Funds.
The Independent Directors have contributed to the Plan, pursuant to which they
have deferred receipt of a portion of the compensation which they would
otherwise have been paid as directors of certain of the INVESCO Funds. Certain
of the deferred amounts have been invested in the shares of all INVESCO Funds
except Funds offered by INVESCO Variable Investment Funds, Inc., in which the
directors are legally precluded from investing. Each Independent Director may,
therefore, be deemed to have an indirect interest in shares of each such INVESCO
<PAGE>
Fund, in addition to any INVESCO Fund shares the Independent Director may own
either directly or beneficially.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of October 31, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
is considered to be a "principal shareholder" relationship with a Fund under the
1940 Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:
European Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
Charles Schwab & Co., Inc. Record 31.80%
Special Custody Account for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
National Financial Services Corp. Record 7.07%
The Exclusive Benefit of
Customers
One World Financial Center
200 Liberty St., 5th Floor
Attn: Kate - Recon
New York, NY 10281-5500
- --------------------------------------------------------------------------------
International Blue Chip Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
Muir & Co. Record 23.28%
P.O. Box 2479
San Antonio, TX 78298-2479
- --------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
Special Custody Account for Record 11.99%
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
<PAGE>
Latin American Growth Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
Charles Schwab & Co., Inc.
Special Custody Account for Record 35.55%
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
Pacific Basin Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
Charles Schwab & Co., Inc. Record 29.39%
Special Custody Account for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA
94104-4122
- --------------------------------------------------------------------------------
National Financial Services
Corp. Record 6.10%
The Exclusive Benefit of
Customers
One World Financial Center
200 Liberty St., 5th Floor
Attn: Kate - Recon
New York, NY 10281-5500
- --------------------------------------------------------------------------------
As of November 1, 1999, officers and directors of the Company, as a group,
beneficially owned less than 1% of any Fund's outstanding shares.
DISTRIBUTOR
INVESCO Distributors, Inc. ("IDI"), a wholly owned subsidiary of INVESCO, is the
distributor of the Funds. IDI receives no compensation and bears all expenses,
including the cost of printing and distributing prospectuses, incident to
marketing of the Funds' shares, except for such distribution expenses as are
paid out of Fund assets under the Company's Plans of Distribution which have
been adopted by each Fund pursuant to Rule 12b-1 under the 1940 Act.
INVESTOR CLASS. The Company has adopted a Plan and Agreement of Distribution
(the "Investor Class Plan") with respect to Investor Class shares which provides
that each Fund will make monthly payments to IDI computed at an annual rate no
greater than 0.25% of average net assets attributable to Investor Class shares.
These payments permit IDI, at its discretion, to engage in certain activities
and provide services in connection with the distribution of a Fund's shares to
investors. Payments by each Fund under the Investor Class Plan, for any month,
may be made to compensate IDI for permissible activities engaged in and services
provided.
<PAGE>
CLASS C. The Company has adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to the Class C shares of the Funds (the "Class
C Plan"). Under the Class C Plan, Class C shares of the Funds pay compensation
to IDI at an annual rate of 1.00% per annum of the average daily net assets
attributable to Class C shares for the purpose of financing any activity which
is primarily intended to result in the sale of Class C shares. The Class C Plan
is designed to compensate IDI for certain promotional and other sales-related
costs, and to implement a dealer incentive program which provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class C shares of a Fund.
Payments can also be directed by IDI to selected institutions that have entered
into service agreements with respect to Class C shares of each Fund and that
provide continuing personal services to their customers who own such Class C
shares of a Fund. The service fees payable to selected institutions are
calculated at the annual rate of 0.25% of the average daily net asset value of
those Fund shares that are held in such institution's customers' accounts.
Activities appropriate for financing under the Class C Plan include, but are not
limited to, the following: printing of prospectuses and statements of additional
information and reports for other than existing shareholders; overhead;
preparation and distribution of advertising material and sales literature;
expenses of organizing and conducting sales seminars; supplemental payments to
dealers and other institutions such as asset-based sales charges or as payments
of service fees under shareholder service arrangements; and costs of
administering the Class C Plan.
Of the aggregate amount payable under the Class C Plan, payments to dealers and
other financial institutions that provide continuing personal shareholder
services to their customers who purchase and own Class C shares of a Fund, in
amounts of up to 0.25% of the average daily net assets of the Class C shares of
the Fund attributable to the customers of such dealers or financial
institutions, are characterized as a service fee, and payments to dealers and
other financial institutions in excess of such amount and payments to IDI would
be characterized as an asset-based sales charge pursuant to the Class C Plan.
Payments pursuant to the Class C Plan are subject to any applicable limitations
imposed by rules of the National Association of Securities Dealers, Inc.
("NASD"). The Class C Plan conforms to rules of the NASD by limiting payments
made to dealers and other financial institutions who provide continuing personal
shareholder services to their customers who purchase and own Class C shares of
the Funds to no more than 0.25% per annum of the average daily net assets of the
Class C shares of the funds attributable to the customers of such dealers or
financial institutions, and by imposing a cap on the total sales charges,
including asset-based sales charges, that may be paid by the Funds.
IDI may pay sales commissions to dealers and institutions who sell Class C
shares of the Funds at the time of such sales. Payments with respect to Class C
shares will equal 1.00% of the purchase price of the Class C shares sold by the
dealer or institution, and will consist of a sales commission of 0.75% of the
purchase price of Class C shares sold plus an advance of the first year service
fee of 0.25% with respect to such shares. IDI will retain all payments received
by it relating to Class C shares for the first thirteen months after they are
purchased. The portion of the payments to IDI under the Class C Plan
attributable to Class C shares which constitutes an asset-based sales charge
(0.75%) is intended in part to permit IDI to recoup a portion of on-going sales
commissions to dealers plus financing costs, if any. After the first thirteen
months, IDI will make such payments quarterly to dealers and institutions based
on the average net asset value of Class C shares which are attributable to
shareholders for whom the dealers and institutions are designated as dealers of
record.
A significant expenditure under the Investor Class and Class C Plans
(collectively, the "Plans") is compensation paid to securities companies and
other financial institutions and organizations, which may include
INVESCO-affiliated companies, in order to obtain various distribution-related
and/or administrative services for the Funds. Each Fund is authorized by a Plan
<PAGE>
to use its assets to finance the payments made to obtain those services.
Payments will be made by IDI to broker-dealers who sell shares of a Fund and may
be made to banks, savings and loan associations and other depository
institutions. Although the Glass-Steagall Act limits the ability of certain
banks to act as underwriters of mutual fund shares, INVESCO does not believe
that these limitations would affect the ability of such banks to enter into
arrangements with IDI, but can give no assurance in this regard. However, to the
extent it is determined otherwise in the future, arrangements with banks might
have to be modified or terminated, and, in that case, the size of the Funds
possibly could decrease to the extent that the banks would no longer invest
customer assets in the Funds. Neither the Company nor its investment adviser
will give any preference to banks or other depository institutions which enter
into such arrangements when selecting investments to be made by a Fund.
Financial institutions and any other person entitled to receive compensation for
selling Fund shares may receive different compensation for selling shares of one
particular class over another.
During the fiscal year ended October 31, 1999, and with respect to Latin
American Growth Fund, the period ended October 31, 1999, the Funds made payments
to IDI under the Plan in the amounts of $____________, $__________, $___________
and $___________ for European - Investor Class, International Blue Chip -
Investor Class, Latin American Growth - Investor Class and Pacific Basin -
Investor Class Funds, respectively. In addition, as of October 31, 1999,
$_________, $__________, $________, $________ and $________ of additional
distribution accruals had been incurred for European - Investor Class,
International Blue Chip - Investor Class, Latin American Growth Investor Class
and Pacific Basin - Investor Class Funds, respectively, and will be paid during
the fiscal year ended October 31, 2000. Since the Funds' Class C shares did not
commence operations until January __, 2000, the Funds' Class C shares made no
payments to IDI under the Plans during the period ended October 31, 1999. For
the fiscal year ended October 31, 1999, allocation of 12b-1 amounts paid by the
Funds for the following categories of expenses were:
EUROPEAN FUND - INVESTOR CLASS
Advertising--$__________;
Sales literature, printing, and postage--$____________;
Direct Mail--$____________;
Public Relations/Promotion--$____________;
Compensation to securities dealers and other organizations--$___________; and
Marketing personnel--$__________.
INTERNATIONAL BLUE CHIP FUND - INVESTOR CLASS
Advertising--$__________;
Sales literature, printing, and postage--$____________;
Direct Mail--$____________;
Public Relations/Promotion--$____________;
Compensation to securities dealers and other organizations--$___________; and
Marketing personnel--$__________.
LATIN AMERICAN GROWTH FUND - INVESTOR CLASS
Advertising--$__________;
Sales literature, printing, and postage--$____________;
Direct Mail--$____________;
Public Relations/Promotion--$____________;
Compensation to securities dealers and other organizations--$___________; and
Marketing personnel--$__________.
<PAGE>
PACIFIC BASIN FUND - INVESTOR CLASS
Advertising--$__________;
Sales literature, printing, and postage--$____________;
Direct Mail--$____________;
Public Relations/Promotion--$____________;
Compensation to securities dealers and other organizations--$___________; and
Marketing personnel--$__________.
The services which are provided by securities dealers and other organizations
may vary by dealer but include, among other things, processing new shareholder
account applications, preparing and transmitting to the Company's Transfer Agent
computer-processable tapes of all Fund transactions by customers, serving as the
primary source of information to customers in answering questions concerning the
Funds, and assisting in other customer transactions with the Funds.
The Plans provide that they shall continue in effect with respect to each Fund
as long as such continuance is approved at least annually by the vote of the
board of directors of the Company cast in person at a meeting called for the
purpose of voting on such continuance, including the vote of a majority of the
Independent Directors. A Plan can also be terminated at any time by a Fund,
without penalty, if a majority of the Independent Directors, or shareholders of
the relevant class of shares of the Fund, vote to terminate a Plan. The Company
may, in its absolute discretion, suspend, discontinue or limit the offering of
its shares at any time. In determining whether any such action should be taken,
the board of directors intends to consider all relevant factors including,
without limitation, the size of a Fund, the investment climate for a Fund,
general market conditions, and the volume of sales and redemptions of a Fund's
shares. The Plans may continue in effect and payments may be made under a Plan
following any temporary suspension or limitation of the offering of Fund shares;
however, the Company is not contractually obligated to continue a Plan for any
particular period of time. Suspension of the offering of a Fund's shares would
not, of course, affect a shareholder's ability to redeem his or her shares.
So long as the Plans are in effect, the selection and nomination of persons to
serve as Independent Directors of the Company shall be committed to the
Independent Directors then in office at the time of such selection or
nomination. The Plans may not be amended to increase the amount of a Fund's
payments under a Plan without approval of the shareholders of that Fund, and all
material amendments to a Plan must be approved by the board of directors of the
Company, including a majority of the Independent Directors. Under the agreement
implementing the Plans, IDI or a Fund, the latter by vote of a majority of the
Independent Directors, or the holders of a majority of the Fund's outstanding
voting securities, may terminate such agreement without penalty upon 30 days'
written notice to the other party. No further payments will be made by a Fund
under a Plan in the event of its termination.
To the extent that a Plan constitutes a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so as to
authorize the use of Fund assets in the amounts and for the purposes set forth
therein, notwithstanding the occurrence of an assignment, as defined by the 1940
Act, and rules thereunder. To the extent it constitutes an agreement pursuant to
a plan, a Fund's obligation to make payments to IDI shall terminate
automatically, in the event of such "assignment." In this event, a Fund may
continue to make payments pursuant to a Plan only upon the approval of new
arrangements regarding the use of the amounts authorized to be paid by a Fund
under a Plan. Such new arrangements must be approved by the directors, including
a majority of the Independent Directors, by a vote cast in person at a meeting
called for such purpose. These new arrangements might or might not be with IDI.
On a quarterly basis, the directors review information about the distribution
services that have been provided to each Fund and the 12b-1 fees paid for such
services. On an annual basis, the directors consider whether a Plan should be
continued and, if so, whether any amendment to the Plan, including changes in
the amount of 12b-1 fees paid by each Fund, should be made.
<PAGE>
The only Company directors and interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, who have a direct or indirect financial
interest in the operation of a Plan are the officers and directors of the
Company who are also officers either of IDI or other companies affiliated with
IDI. The benefits which the Company believes will be reasonably likely to flow
to a Fund and its shareholders under the Plans include the following:
o Enhanced marketing efforts, if successful, should result in an increase in
net assets through the sale of additional shares and afford greater
resources with which to pursue the investment objectives of the Funds;
o The sale of additional shares reduces the likelihood that redemption of
shares will require the liquidation of securities of the Funds in amounts
and at times that are disadvantageous for investment purposes; and
o Increased Fund assets may result in reducing each investor's share of
certain expenses through economies of scale (e.g. exceeding established
breakpoints in an advisory fee schedule and allocating fixed expenses over
a larger asset base), thereby partially offsetting the costs of the plan.
The positive effect which increased Fund assets will have on INVESCO's revenues
could allow INVESCO and its affiliated companies:
o To have greater resources to make the financial commitments necessary to
improve the quality and level of the Funds' shareholder services (in both
systems and personnel);
o To increase the number and type of mutual funds available to investors from
INVESCO and its affiliated companies (and support them in their infancy),
and thereby expand the investment choices available to all shareholders;
and
o To acquire and retain talented employees who desire to be associated with a
growing organization.
OTHER SERVICE PROVIDERS
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the Funds.
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.
TRANSFER AGENT
INVESCO, 7800 E. Union Avenue, Denver, Colorado is the Company's transfer agent,
registrar, and dividend disbursing agent. Services provided by INVESCO include
the issuance, cancellation and transfer of shares of the Funds, and the
maintenance of records regarding the ownership of such shares.
<PAGE>
LEGAL COUNSEL
The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., 2nd
Floor, Washington, D.C., is legal counsel for the Company. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell LLP, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.
BROKERAGE ALLOCATION AND OTHER PRACTICES
As the investment adviser to the Funds, INVESCO places orders for the purchase
and sale of securities with broker-dealers based upon an evaluation of the
financial responsibility of the broker-dealers and the ability of the
broker-dealers to effect transactions at the best available prices.
While INVESCO seeks reasonably competitive commission rates, the Funds do not
necessarily pay the lowest commission or spread available. INVESCO is permitted
to, and does, consider qualitative factors in addition to price in the selection
of brokers. Among other things, INVESCO considers the quality of executions
obtained on a Fund's portfolio transactions, viewed in terms of the size of
transactions, prevailing market conditions in the security purchased or sold,
and general economic and market conditions. INVESCO has found that a broker's
consistent ability to execute transactions is at least as important as the price
the broker charges for those services.
In seeking to ensure that the commissions charged a Fund are consistent with
prevailing and reasonable commissions, INVESCO monitors brokerage industry
practices and commissions charged by broker-dealers on transactions effected for
other institutional investors like the Funds.
Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, INVESCO may select brokers that provide research
services to INVESCO and the Company, as well as other INVESCO mutual funds and
other accounts managed by INVESCO. Research services include statistical and
analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to INVESCO in making
informed investment decisions. Research services prepared and furnished by
brokers through which a Fund effects securities transactions may be used by
INVESCO in servicing all of its accounts and not all such services may be used
by INVESCO in connection with a particular Fund. Conversely, a Fund receives
benefits of research acquired through the brokerage transactions of other
clients of INVESCO.
In order to obtain reliable trade execution and research services, INVESCO may
utilize brokers that charge higher commissions than other brokers would charge
for the same transaction. This practice is known as "paying up." However, even
when paying up, INVESCO is obligated to obtain favorable execution of a Fund's
transactions.
Portfolio transactions also may be effected through brokers and dealers that
recommend the Funds to their clients, or that act as agent in the purchase of a
Fund's shares for their clients. When a number of broker-dealers can provide
comparable best price and execution on a particular transaction, INVESCO may
consider the sale of a Fund's shares by a broker-dealer in selecting among
qualified broker-dealers.
Certain of the INVESCO Funds utilize fund brokerage commissions to pay custody
fees for each respective fund. This program requires that the participating
funds receive favorable execution.
<PAGE>
The aggregate dollar amount of brokerage commissions paid by each Fund for the
periods outlined below were:
European Fund
October 31, 1999 $___________
October 31, 1998 483,163
October 31, 1997 1,477,524
International Blue Chip Fund
October 31, 1999 $___________
October 31, 1998 0
October 31, 1997 N/A
Latin American Growth Fund
October 31, 1999 $___________
July 31, 1999 135,557
July 31, 1998 187,853
July 31, 1997 400,001
Pacific Basin Fund
October 31, 1999 $___________
October 31, 1998 125,870
October 31, 1997 1,007,320
(a) For the period August 1, 1999 through October 31, 1999, the new fiscal year
end of the Fund.
For the fiscal year ended October 31, 1999, brokers providing research services
received $________ in commissions on portfolio transactions effected for the
Funds. The aggregate dollar amount of such portfolio transactions was
$__________. Commissions totaling $__________ were allocated to certain brokers
in recognition of their sales of shares of the Funds on portfolio transactions
of the Funds effected during the fiscal year ended October 31, 1999.
At October 31, 1999, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:
- --------------------------------------------------------------------------------
Broker or Dealer Value of Securities
Fund atOctober 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
European
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
International Blue Chip
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Latin American Growth
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pacific Basin
- --------------------------------------------------------------------------------
Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.
<PAGE>
CAPITAL STOCK
The Company is authorized to issue up to 800,000,000 shares of common stock with
a par value of $0.01 per share. As of October 31, 1999, the following shares of
each Fund were outstanding:
European Fund - Investor Class 30,323,269
European Fund - Class C 0
International Blue Chip Fund - Investor Class 4,605,169
International Blue Chip Fund - Class C 0
Latin American Growth Fund - Investor Class 2,566,113
Latin American Growth Fund - Class C 0
Pacific Basin Fund - Investor Class 10,499,178
Pacific Basin Fund - Class C 0
A share of each class of a Fund represents an identical interest in that Fund's
investment portfolio and has the same rights, privileges and preferences.
However, each class may differ with respect to sales charges, if any,
distribution and/or service fees, if any, other expenses allocable exclusively
to each class, voting rights on matters exclusively affecting that class, and
its exchange privilege, if any. The different sales charges and other expenses
applicable to the different classes of shares of the Funds will affect the
performance of those classes. Each share of a Fund is entitled to participate
equally in dividends, other distributions and the proceeds of any liquidation of
that Fund. However, due to the differing expenses of the classes, dividends and
liquidation proceeds on Investor Class and Class C shares will differ. All
shares of each class of the Funds have equal rights as to voting, dividends and
liquidation. All shares issued and outstanding are, and all shares offered
hereby, when issued, will be, fully paid and nonassessable. The board of
directors has the authority to designate additional classes of common stock
without seeking the approval of shareholders and may classify and reclassify any
authorized but unissued shares.
Shares have no preemptive rights and are freely transferable on the books of
each Fund.
All shares of the Company have equal voting rights based on one vote for each
share owned. The Company is not generally required and does not expect to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Company
or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. The Funds will assist shareholders in
communicating with other shareholders as required by the 1940 Act.
Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.
TAX CONSEQUENCES OF OWNING SHARES OF A FUND
Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company and intends to continue to qualify during its current fiscal year. It is
<PAGE>
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and the Funds' qualification as
regulated investment companies, it is anticipated that none of the Funds will
pay federal income or excise taxes and that all of the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes. Therefore,
any taxes that a Fund would ordinarily owe are paid by its shareholders on a
pro-rata basis. If a Fund does not distribute all of its net investment income
or net capital gains, it will be subject to income and excise tax on the amount
that is not distributed. If a Fund does not qualify as a regulated investment
company, it will be subject to income and excise corporate tax on its net
investment income and net capital gains at the corporate tax rates.
Dividends paid by a Fund from net investment income as well as distributions of
net realized short-term capital gains and net realized gains from certain
foreign currency transactions are taxable for federal income tax purposes as
ordinary income to shareholders. After the end of each calendar year, the Funds
send shareholders information regarding the amount and character of dividends
paid in the year, including the dividends eligible for the
dividends-received-deduction for corporations. Dividends eligible for the
dividends-received-deduction will be limited to the aggregate amount of
qualifying dividends that a Fund derives from its portfolio investments.
A Fund realizes a capital gain or loss when it sells a portfolio security for
more or less than it paid for that security. Capital gains and losses are
divided into short-term and long-term, depending on how long the Fund held the
security which gave rise to the gain or loss. If the security was held one year
or less the gain or loss is considered short-term, while holding a security for
more than one year will generate a long-term gain or loss. A capital gain
distribution consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest as ordinary income and are paid to shareholders as dividends, as
discussed above. If total long-term gains on sales exceed total short-term
losses, including any losses carried forward from previous years, a Fund will
have a net capital gain. Distributions by a Fund of net capital gain are, for
federal income tax purposes, taxable to the shareholder as long-term capital
gains regardless of how long a shareholder has held shares of the particular
Fund. Such distributions are not eligible for the dividends-received-deduction.
After the end of each calendar year, the Funds send information to shareholders
regarding the amount and character of distributions paid during the year.
All dividends and other distributions are taxable income to the shareholder,
whether or not such dividends and distributions are reinvested in additional
shares or paid in cash. If the net asset value of a Fund's shares should be
reduced below a shareholder's cost as a result of a distribution, such
distribution would be taxable to the shareholder although a portion would be a
return of invested capital. The net asset value of shares of a Fund reflects
accrued net investment income and undistributed realized capital and foreign
currency gains; therefore, when a distribution is declared, the net asset value
is reduced by the amount of the distribution. If shares of a Fund are purchased
shortly before a distribution, the full price for the shares will be paid and
some portion of the price may then be returned to the shareholder as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution, which would reduce any gain (or increase any
loss) for tax purposes on any subsequent redemption of shares.
If it invests in foreign securities, a Fund may be subject to the withholding of
foreign taxes on dividends or interest it receives on foreign securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to shareholders for use by them as a foreign tax credit or deduction.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes.
A Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of the
following tests: (1) at least 75% of its gross income is passive or (2) an
<PAGE>
average value of at least 50% of its assets produce, or are held for the
production of, passive income. Each Fund intends to "mark-to-market" its stock
in any PFIC. In this context, "marking-to-market" means including in ordinary
income for each taxable year the excess, if any, of the fair market value of the
PFIC stock over the Fund's adjusted basis in the PFIC stock as of the end of the
year. In certain circumstances, a Fund will also be allowed to deduct from
ordinary income the excess, if any, of its adjusted basis in PFIC stock over the
fair market value of the PFIC stock as of the end of the year. The deduction
will only be allowed to the extent of any PFIC mark-to-market gains recognized
as ordinary income in prior years. A Fund's adjusted tax basis in each PFIC
stock for which it makes this election will be adjusted to reflect the amount of
income included or deduction taken under the election.
Gains or losses (1) from the disposition of foreign currencies, (2) from the
disposition of debt securities denominated in foreign currencies that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders.
INVESCO may provide Fund shareholders with information concerning the average
cost basis of their shares in order to help them prepare their tax returns. This
information is intended as a convenience to shareholders, and will not be
reported to the Internal Revenue Service (the "IRS"). The IRS permits the use of
several methods to determine the cost basis of mutual fund shares. The cost
basis information provided by INVESCO will be computed using the single-category
average cost method, although neither INVESCO nor the Funds recommend any
particular method of determining cost basis. Other methods may result in
different tax consequences. If you have reported gains or losses for a Fund in
past years, you must continue to use the method previously used, unless you
apply to the IRS for permission to change methods.
If you sell Fund shares at a loss after holding them for six months or less,
your loss will be treated as long-term (instead of short-term) capital loss to
the extent of any capital gain distributions that you may have received on those
shares.
Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital gains for the one-year period
ending on October 31 of that year, plus certain other amounts.
You should consult your own tax adviser regarding specific questions as to
federal, state and local taxes. Dividends and capital gain distributions will
generally be subject to applicable state and local taxes. Qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, for income tax purposes does not entail government supervision of
management or investment policies.
PERFORMANCE
To keep shareholders and potential investors informed, INVESCO will occasionally
advertise the Funds' total return for one-, five-, and ten-year periods (or
since inception). Total return figures show the rate of return on a $10,000
investment in a Fund, assuming reinvestment of all dividends and capital gain
distributions for the periods cited.
<PAGE>
Cumulative total return shows the actual rate of return on an investment for the
period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the telephone number or
address on the back cover of the Funds' prospectus.
When we quote mutual fund rankings published by Lipper Inc., we may compare a
Fund to others in its appropriate Lipper category, as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers. Other independent financial media also produce performance- or
service-related comparisons, which you may see in our promotional materials.
Performance figures are based on historical earnings and are not intended to
suggest future performance.
Average annual total return performance for the one-, five-, and ten-year
periods ended October 31, 1999 was:
Name of Fund 1 Year 5 Year 10 Year
European Fund - Investor Class _____% _____% _____%
International Blue Chip - Investor Class _____% _____% _____%(a)
Latin American Growth Fund - Investor Class _____% _____% _____%(b)
Pacific Basin Fund - Investor Class _____% _____% _____%
(a) The Fund commenced operations on February 15, 1995. (b) The Fund commenced
operations on October 28, 1998.
Average annual total return performance is not provided for each Fund's Class C
shares since they did not commence operations until January __, 2000. Average
annual total return performance for each of the periods indicated was computed
by finding the average annual compounded rates of return that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment
The average annual total return performance figures shown above were determined
by solving the above formula for "T" for each time period indicated.
In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.
In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper Inc., Lehman Brothers, National Association of
Securities Dealers Automated Quotations, Frank Russell Company, Value Line
Investment Survey, the American Stock Exchange, Morgan Stanley Capital
<PAGE>
International, Wilshire Associates, the Financial Times Stock Exchange, the New
York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex, all of
which are unmanaged market indicators. In addition, rankings, ratings, and
comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Fund. These sources utilize information
compiled (i) internally; (ii) by Lipper Inc.; or (iii) by other recognized
analytical services. The Lipper Inc. mutual fund rankings and comparisons which
may be used by the Fund in performance reports will be drawn from the following
mutual fund groupings, in addition to the broad-based Lipper general fund
groupings:
Lipper Mutual
Fund Fund Category
------ --------------
European Fund _______________________
International Blue Chip Fund _______________________
Latin American Growth Fund _______________________
Pacific Basin Fund _______________________
Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:
AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
BANXQUOTE
BARRON'S
BUSINESS WEEK
CDA INVESTMENT TECHNOLOGIES
CNBC
CNN
CONSUMER DIGEST
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
IBBOTSON ASSOCIATES, INC.
INSTITUTIONAL INVESTOR
INVESTMENT COMPANY DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER ANALYTICAL SERVICES, INC.'S MUTUAL FUND
PERFORMANCE ANALYSIS
MONEY
MORNINGSTAR
MUTUAL FUND FORECASTER
NO-LOAD ANALYST
NO-LOAD FUND X
PERSONAL INVESTOR
SMART MONEY
THE NEW YORK TIMES
THE NO-LOAD FUND INVESTOR
U.S. NEWS AND WORLD REPORT
UNITED MUTUAL FUND SELECTOR
USA TODAY
THE WALL STREET JOURNAL
WIESENBERGER INVESTMENT COMPANIES SERVICES
WORKING WOMAN
WORTH
<PAGE>
FINANCIAL STATEMENTS
The financial statements for the European, International Blue Chip and Pacific
Basin Funds for the fiscal year ended October 31, 1998 are incorporated herein
by reference from INVESCO International Funds, Inc.'s Annual Report to
Shareholders dated October 31, 1998. The financial statements for the Latin
American Growth Fund for the year ended July 31, 1999 are incorporated herein by
reference from INVESCO Specialty Funds, Inc.'s Annual Report to Shareholders
dated July 31, 1999.
<PAGE>
APPENDIX A
BOND RATINGS
The following is a description of Moody's and S&P's bond ratings:
Moody's Corporate Bond Ratings
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes, and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any longer period of time may be small.
Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
<PAGE>
S&P Corporate Bond Ratings
AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.
BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.
B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.
CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.
<PAGE>
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Articles of Incorporation filed April 2,
1993.(2)
(1) Articles Supplementary to the Fund's Articles of
Incorporation filed November 17, 1997.(4)
(2) Articles Supplementary to Articles of Incorporation
filed December 7, 1998.(6)
(3) Form of Articles of Transfer of INVESCO
Specialty Funds, Inc. and INVESCO International
Funds, Inc.(8)
(b) Bylaws as of July 21, 1993.(3)
(c) Not applicable.
(d) (1) Investment Advisory Agreement dated
February 28, 1997.(2)
(a) Amendment to Advisory Agreement dated
January 30, 1998.(4)
(b) Amendment to Advisory Agreement dated
September 18, 1998.(6)
(c) Form of Amendment to Advisory Agreement dated
October 29, 1999.(8)
(2) (a) Sub-advisory Agreement dated February 28, 1998
between INVESCO Funds Group, Inc. and INVESCO Asset
Management Limited with respect to European, Pacific
Basin and International Funds.(2)
(b) Sub-advisory Agreement dated January 30, 1998
between INVESCO Funds Group, Inc. and INVESCO Asset
Management Limited with respect to Emerging Markets
Fund.(4)
(c) Sub-advisory Agreement dated September 18, 1998
between INVESCO Funds Group, Inc. and INVESCO Global
Asset Management (N.A.) with respect to International
Blue Chip Fund.(6)
(d) Form of Sub-advisory Agreement dated
October 29, 1999, between INVESCO Funds Group, Inc.
and INVESCO Asset Management Limited with respect
to Latin American Growth Fund.(8)
(e) (1) General Distribution Agreement dated
February 28, 1997.(2)
(2) Distribution Agreement between Registrant and INVESCO
Distributors, Inc. dated September 30, 1997.(3)
(f) (1) Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.(5)
<PAGE>
(2) Amended Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.(7)
(g) Custody Agreement between Registrant and State Street Bank
and Trust Company dated July 1, 1993.(3)
(1) Amendment to Custody Agreement dated
October 25, 1995.(1)
(2) Data Access Services Addendum.(3)
(3) Additional Fund Letter dated November 13, 1994.(4)
(4) Additional Fund Letter dated July 23, 1998.(6)
(h) (1) Transfer Agency Agreement dated February 28, 1997.(2)
(2) Administrative Services Agreement between the Fund
and INVESCO Funds Group, Inc. dated February 28, 1997.(2)
(i) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will,
when sold, be legally issued, fully paid and non-assessable
dated May 21, 1993.(3)
(j) Consent of Independent Accountants.
(k) Not applicable.
(l) Not applicable.
(m) (1) Plan and Agreement of Distribution dated November 1,
1997 adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940.(3)
(n) Not applicable.
(o) (1) Form of Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940 by the Company with respect
to International Blue Chip Fund adopted by the Board of
Directors on January __, 2000.
(2) Form of Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940 by the Company with respect
to European Fund adopted by the Board of Directors on
January __, 2000.
(3) Form of Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940 by the Company with respect
to Latin American Growth Fund adopted by the Board of
Directors January __, 2000.
(4) Form of Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940 by the Company with respect
to Pacific Basin Fund adopted by the Board of Directors
January __, 2000.
(1)Previously filed with Post-Effective Amendment No. 3 to the Registration
Statement on December 22, 1995, and incorporated by reference herein.
(2)Previously filed with Post-Effective Amendment No. 4 to the Registration
Statement on February 25, 1997 and incorporated by reference herein.
<PAGE>
(3)Previously filed with Post-Effective Amendment No. 5 to the Registration
Statement on November 17, 1997, and incorporated by reference herein.
(4)Previously filed with Post-Effective Amendment No. 6 to the Registration
Statement on February 26, 1998, and incorporated by reference herein.
(5)Previously filed with Post-Effective Amendment No. 7 to the Registration
Statement on July 10, 1998, and incorporated by reference herein.
(6)Previously filed with Post-Effective Amendment No. 8 to the Registration
Statement on December 30, 1998, and incorporated by reference herein.
(7)Previously filed with Post-Effective Amendment No. 9 to the Registration
Statement on March 1, 1999, and incorporated by reference herein.
(8)Previously filed with Post-Effective Amendment No. 10 to the Registration
Statement on October 26, 1999, and incorporated by reference herein.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH INVESCO
INTERNATIONAL FUNDS, INC. (THE "COMPANY")
No person is presently controlled by or under common control with the Company.
ITEM 25. INDEMNIFICATION
Indemnification provisions for officers, directors and employees of the Company
are set forth in Article X of the Amended Bylaws and Article Seventh (3) of the
Articles of Restatement of the Articles of Incorporation, and are hereby
incorporated by reference. See Item 24(b)(1) and (2) above. Under these
Articles, directors and officers will be indemnified to the fullest extent
permitted to directors by the Maryland General Corporation Law, subject only to
such limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
directors and officers of the Company cannot be protected against liability to
the Fund or its shareholders to which they would be subject because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties of
their office. The Company also maintains liability insurance policies covering
its directors and officers.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Fund Management" in the Funds' Prospectuses and "Management of the Fund" in
the Statement of Additional Information for information regarding the business
of the investment adviser, INVESCO.
Following are the names and principal occupations of each director and officer
of the investment adviser, INVESCO. Certain of these persons hold positions with
IDI, a subsidiary of INVESCO.
<PAGE>
- --------------------------------------------------------------------------------
Position with
Name Adviser Principal Occupation and Company
Affiliation
- --------------------------------------------------------------------------------
Mark H. Williamson Chairman, President & Chief Executive
Director and Officer
Officer INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Raymond R. Cunningham Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ronald L. Grooms Officer & Senior Vice President & Treasurer
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard W. Healey Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
William R. Keithler Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Timothy J. Miller Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President, Secretary
& General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Marie E. Aro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stacie Cowell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Dawn Daggy-Mangerson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Brian B. Hayward Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Campbell C. Judge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
James F. Lummanick Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Corey M. McClintock Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Douglas J. McEldowney Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stephen A. Moran Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jon B. Pauley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Anthony R. Rogers Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
James B. Sandidge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas R. Wald Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
- --------------------------------------------------------------------------------
Reagan A. Shopp Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
ITEM 27.(A) PRINCIPAL UNDERWRITERS
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Variable Investment Funds, Inc.
(B)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter the Company
- ----------------- ------------ ------------
William J. Galvin, Jr. Senior Vice Assistant Secretary
7800 E. Union Avenue President &
Denver, CO 80237 Asst. Secretary
Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer, & Officer, and
Director Chief Acctg. Off.
Richard W. Healey Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Director
Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237
Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
Pamela J. Piro Assistant Treasurer Assistant Treasurer
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
Judy P. Wiese Assistant Secretary Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237
Mark H. Williamson Chairman of the Board, President,
7800 E. Union Avenue President, & Chief CEO & Director
Denver, CO 80237 Executive Officer
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund has duly caused this post-effective amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, County of Denver, and State of Colorado, on the 26th day of
November, 1999.
Attest: INVESCO International Funds, Inc.
/s/ Glen A. Payne /s/ Mark H. Williamson
- ------------------------------- ----------------------------------
Glen A. Payne, Secretary Mark H. Williamson, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Mark H. Williamson /s/ Lawrence H. Budner*
- ------------------------------- ----------------------------------
Mark H. Williamson, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)
/s/ Ronald L. Grooms /s/ John W. McIntyre*
- ------------------------------- ----------------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)
/s/ Victor L. Andrews* /s/ Fred A. Deering*
- ------------------------------- ----------------------------------
Victor L. Andrews, Director Fred A. Deering, Director
/s/ Bob R. Baker* /s/ Larry Soll*
- ------------------------------- ----------------------------------
Bob R. Baker, Director Larry Soll, Director
/s/ Charles W. Brady* /s/ Kenneth T. King*
- ------------------------------- ----------------------------------
Charles W. Brady, Director Kenneth T. King, Director
/s/ Wendy L. Gramm*
- -------------------------------
Wendy L. Gramm, Director
By _____________________________ By /s/ Glen A. Payne
----------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
June 29, 1993, February 24, 1994, February 17, 1995, December 22, 1995, November
17, 1997.
<PAGE>
Exhibit Index
Page in
Exhibit Number Registration Statement
j 128
o(1) 129
o(2) 133
o(3) 137
o(4) 141
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 11 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated December 9, 1998, relating to the financial
statements and financial highlights appearing in the October 31, 1998 Annual
Report to Shareholders of INVESCO International Funds, Inc., and our report
dated September 8, 1999, relating to the financial statements and financial
highlights appearing in the July 31, 1999 Annual Report to Shareholders of
INVESCO Specialty Funds, Inc., which is also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectuses and under the heading
"Independent Accountants" in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Denver, Colorado
November 24, 1999
EXHIBIT o(1)
FORM OF
INVESCO ENERGY FUND PLAN PURSUANT TO RULE 18F-3
January __, 2000
1. THE PLAN. This Plan is the written multiple class plan for the INVESCO
International Blue Chip Fund (the "Fund") for INVESCO Distributors, Inc.
("IDI"), the general distributor of shares of the Fund and INVESCO Funds
Group, Inc. ("INVESCO"), the investment adviser of the Fund. It is the
written plan contemplated by Rule 18f-3 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund may
issue multiple classes of shares. The terms and provisions of this
Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in the Rule.
2. SIMILARITIES AND DIFFERENCES AMONG CLASSES. The Fund agrees that one or
more classes of that Fund:
(1) may have a separate service plan or distribution and service
plan ("12b-1 Plan"), and shall pay all of the expenses incurred
pursuant to that arrangement, and may pay a different share of
expenses ("Class Expenses") if such expenses are actually incurred
in a different amount by that class, or if the class receives
services of a different kind or to a different degree than that of
other classes. Class Expenses are those expenses specifically
attributable to the particular class of shares, namely (a) 12b-1
Plan fees, (b) transfer and shareholder servicing agent fees and
administrative service fees, (c) shareholder meeting expenses, (d)
blue sky and SEC registration fees and (e) any other incremental
expenses subsequently identified that should be allocated to one
class which shall be approved by a vote of that Fund's Board of
Directors (the "Directors"). Expenses identified in Items (c)
through (e) may involve issues relating either to a specific class
or to the entire Fund; such expenses constitute Class Expenses only
when they are attributable to a specific class. Because Class
Expenses may be accrued at different rates for each class of the
Fund, dividends distributable to shareholders and net asset values
per share may differ for shares of different classes of the Fund.
<PAGE>
(2) shall have exclusive voting rights on any matters that relate solely
to that class's arrangements, including without limitation voting with
respect to a 12b-1 Plan for that class;
(3) shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class;
(4) may have a different arrangement for shareholder services, including
different sales charges, sales charge waivers, purchase and redemption
features, exchange privileges, loan privileges, the availability of
certificated shares and/or conversion features; and
(5) shall have in all other respects the same rights and obligations as
each other class.
3. ALLOCATIONS OF INCOME, CAPITAL GAINS AND LOSSES AND EXPENSES. Income,
realized and unrealized capital gains and losses, and expenses of the Fund
other than Class Expenses allocated to a particular class shall be
allocated to each class on the basis of the net asset value of that class
in relation to the net asset value of the Fund.
4. EXPENSE WAIVERS AND REIMBURSEMENTS. From time to time the Adviser may
voluntarily undertake to (i) waive any portion of the management fee
charged to the Fund, and/or (ii) reimburse any portion of the expenses of
the Fund or of one or more of its classes, but is not required to do so or
to continue to do so for any period of time. The quarterly report by the
Advisor to the Directors of Fund expense reimbursements shall disclose any
reimbursements that are not equal for all classes of the Fund.
5. DISCLOSURE. The classes of shares to be offered by the Fund, and other
material distribution arrangements with respect to such classes, shall be
disclosed in the prospectus and/or statement of additional information
used to offer that class of shares. Such prospectus or statement of
additional information shall be supplemented or amended to reflect any
change(s) in classes of shares to be offered or in the material
distribution arrangements with respect to such classes.
<PAGE>
6. INDEPENDENT AUDIT. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed
by an independent auditing firm (the "Expert"). At least annually, the
Expert, or an appropriate substitute expert, will render a report to the
Funds on policies and procedures placed in operation and tests of
operating effectiveness as defined and described in SAS 70 of the AICPA.
7. OFFERS AND SALES OF SHARES. INVESCO will maintain compliance standards as
to when each class of shares may appropriately be sold to particular
investors, and will require all persons selling shares of the Fund to
agree to conform to such standards.
8. RULE 12B-1 PAYMENTS. The Treasurer of INVESCO International Funds, Inc.
(the "Company") shall provide to the Directors of the Company, and the
Directors shall review, at least quarterly, the written report required by
the Company's 12b-1 Plan. The report shall include information on (i) the
amounts expended pursuant to the 12b-1 Plan, (ii) the purposes for which
such expenditures were made and (iii) the amount of INVESCO's unpaid
distribution costs (if recovery of such costs in future periods is
permitted by that 12b-1 Plan), taking into account 12b-1 Plan payments
paid to INVESCO.
9. CONFLICTS. On an ongoing basis, the Directors of the Company, pursuant to
their fiduciary responsibilities under the 1940 Act and otherwise, will
monitor the Fund for the existence of any material conflicts among the
interests of the classes. INVESCO will be responsible for reporting any
potential or existing conflicts to the Directors. In the event a conflict
arises, the Directors shall take such action as they deem appropriate.
<PAGE>
10. EFFECTIVENESS AND AMENDMENT. This Plan takes effect for the Fund as of the
date of adoption shown below. This Plan has been approved by a majority
vote of the Board of the Company and of the Company's Board members who are
not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreements relating to the Plan (the "Independent Directors") of the Fund
at meetings called on this Plan. Prior to that vote, (i) the Board was
furnished by the methodology used for net asset value and dividend and
distribution determinations for the Fund, and (ii) a majority of the Board
and its Independent Directors determined that the Plan as proposed to be
adopted, including the expenses allocation, is in the best interests of the
Fund as a whole and to each class of the Fund individually. Prior to any
material amendment to the Plan, the Board shall request and evaluate, and
INVESCO shall furnish, such information as may be reasonably necessary to
evaluate such amendment, and a majority of the Board and its Independent
Directors shall find that the Plan as proposed to be amended, including the
expense allocation, is in the best interest of each class, the Fund as a
whole and each class of the Fund individually. No material amendment to the
Plan shall be made by any Fund's Prospectus or Statement of Additional
Information or any supplement to either of the foregoing, unless such
amendment has first been approved by a majority of the Fund's Board and its
Independent Directors.
Adopted by the Board of INVESCO International Funds, Inc. on January __, 2000.
_______________________________
Glen A. Payne, Secretary
EXHIBIT o(2)
FORM OF
INVESCO ENERGY FUND PLAN PURSUANT TO RULE 18F-3
January __, 2000
1. THE PLAN. This Plan is the written multiple class plan for the INVESCO
European Fund (the "Fund") for INVESCO Distributors, Inc.
("IDI"), the general distributor of shares of the Fund and INVESCO Funds
Group, Inc. ("INVESCO"), the investment adviser of the Fund. It is the
written plan contemplated by Rule 18f-3 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund may
issue multiple classes of shares. The terms and provisions of this
Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in the Rule.
2. SIMILARITIES AND DIFFERENCES AMONG CLASSES. The Fund agrees that one or
more classes of that Fund:
(1) may have a separate service plan or distribution and service
plan ("12b-1 Plan"), and shall pay all of the expenses incurred
pursuant to that arrangement, and may pay a different share of
expenses ("Class Expenses") if such expenses are actually incurred
in a different amount by that class, or if the class receives
services of a different kind or to a different degree than that of
other classes. Class Expenses are those expenses specifically
attributable to the particular class of shares, namely (a) 12b-1
Plan fees, (b) transfer and shareholder servicing agent fees and
administrative service fees, (c) shareholder meeting expenses, (d)
blue sky and SEC registration fees and (e) any other incremental
expenses subsequently identified that should be allocated to one
class which shall be approved by a vote of that Fund's Board of
Directors (the "Directors"). Expenses identified in Items (c)
through (e) may involve issues relating either to a specific class
or to the entire Fund; such expenses constitute Class Expenses only
when they are attributable to a specific class. Because Class
Expenses may be accrued at different rates for each class of the
Fund, dividends distributable to shareholders and net asset values
per share may differ for shares of different classes of the Fund.
<PAGE>
(2) shall have exclusive voting rights on any matters that relate solely
to that class's arrangements, including without limitation voting with
respect to a 12b-1 Plan for that class;
(3) shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class;
(4) may have a different arrangement for shareholder services, including
different sales charges, sales charge waivers, purchase and redemption
features, exchange privileges, loan privileges, the availability of
certificated shares and/or conversion features; and
(5) shall have in all other respects the same rights and obligations as
each other class.
3. ALLOCATIONS OF INCOME, CAPITAL GAINS AND LOSSES AND EXPENSES. Income,
realized and unrealized capital gains and losses, and expenses of the Fund
other than Class Expenses allocated to a particular class shall be
allocated to each class on the basis of the net asset value of that class
in relation to the net asset value of the Fund.
4. EXPENSE WAIVERS AND REIMBURSEMENTS. From time to time the Adviser may
voluntarily undertake to (i) waive any portion of the management fee
charged to the Fund, and/or (ii) reimburse any portion of the expenses of
the Fund or of one or more of its classes, but is not required to do so or
to continue to do so for any period of time. The quarterly report by the
Advisor to the Directors of Fund expense reimbursements shall disclose any
reimbursements that are not equal for all classes of the Fund.
5. DISCLOSURE. The classes of shares to be offered by the Fund, and other
material distribution arrangements with respect to such classes, shall be
disclosed in the prospectus and/or statement of additional information
used to offer that class of shares. Such prospectus or statement of
additional information shall be supplemented or amended to reflect any
change(s) in classes of shares to be offered or in the material
distribution arrangements with respect to such classes.
<PAGE>
6. INDEPENDENT AUDIT. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed
by an independent auditing firm (the "Expert"). At least annually, the
Expert, or an appropriate substitute expert, will render a report to the
Funds on policies and procedures placed in operation and tests of
operating effectiveness as defined and described in SAS 70 of the AICPA.
7. OFFERS AND SALES OF SHARES. INVESCO will maintain compliance standards as
to when each class of shares may appropriately be sold to particular
investors, and will require all persons selling shares of the Fund to
agree to conform to such standards.
8. RULE 12B-1 PAYMENTS. The Treasurer of INVESCO International Funds, Inc.
(the "Company") shall provide to the Directors of the Company, and the
Directors shall review, at least quarterly, the written report required by
the Company's 12b-1 Plan. The report shall include information on (i) the
amounts expended pursuant to the 12b-1 Plan, (ii) the purposes for which
such expenditures were made and (iii) the amount of INVESCO's unpaid
distribution costs (if recovery of such costs in future periods is
permitted by that 12b-1 Plan), taking into account 12b-1 Plan payments
paid to INVESCO.
9. CONFLICTS. On an ongoing basis, the Directors of the Company, pursuant to
their fiduciary responsibilities under the 1940 Act and otherwise, will
monitor the Fund for the existence of any material conflicts among the
interests of the classes. INVESCO will be responsible for reporting any
potential or existing conflicts to the Directors. In the event a conflict
arises, the Directors shall take such action as they deem appropriate.
<PAGE>
10. EFFECTIVENESS AND AMENDMENT. This Plan takes effect for the Fund as of the
date of adoption shown below. This Plan has been approved by a majority
vote of the Board of the Company and of the Company's Board members who are
not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreements relating to the Plan (the "Independent Directors") of the Fund
at meetings called on this Plan. Prior to that vote, (i) the Board was
furnished by the methodology used for net asset value and dividend and
distribution determinations for the Fund, and (ii) a majority of the Board
and its Independent Directors determined that the Plan as proposed to be
adopted, including the expenses allocation, is in the best interests of the
Fund as a whole and to each class of the Fund individually. Prior to any
material amendment to the Plan, the Board shall request and evaluate, and
INVESCO shall furnish, such information as may be reasonably necessary to
evaluate such amendment, and a majority of the Board and its Independent
Directors shall find that the Plan as proposed to be amended, including the
expense allocation, is in the best interest of each class, the Fund as a
whole and each class of the Fund individually. No material amendment to the
Plan shall be made by any Fund's Prospectus or Statement of Additional
Information or any supplement to either of the foregoing, unless such
amendment has first been approved by a majority of the Fund's Board and its
Independent Directors.
Adopted by the Board of INVESCO International Funds, Inc. on January __, 2000.
_______________________________
Glen A. Payne, Secretary
EXHIBIT o(3)
FORM OF
INVESCO ENERGY FUND PLAN PURSUANT TO RULE 18F-3
January __, 2000
1. THE PLAN. This Plan is the written multiple class plan for the INVESCO
Latin American Growth Fund (the "Fund") for INVESCO Distributors, Inc.
("IDI"), the general distributor of shares of the Fund and INVESCO Funds
Group, Inc. ("INVESCO"), the investment adviser of the Fund. It is the
written plan contemplated by Rule 18f-3 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund may
issue multiple classes of shares. The terms and provisions of this
Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in the Rule.
2. SIMILARITIES AND DIFFERENCES AMONG CLASSES. The Fund agrees that one or
more classes of that Fund:
(1) may have a separate service plan or distribution and service
plan ("12b-1 Plan"), and shall pay all of the expenses incurred
pursuant to that arrangement, and may pay a different share of
expenses ("Class Expenses") if such expenses are actually incurred
in a different amount by that class, or if the class receives
services of a different kind or to a different degree than that of
other classes. Class Expenses are those expenses specifically
attributable to the particular class of shares, namely (a) 12b-1
Plan fees, (b) transfer and shareholder servicing agent fees and
administrative service fees, (c) shareholder meeting expenses, (d)
blue sky and SEC registration fees and (e) any other incremental
expenses subsequently identified that should be allocated to one
class which shall be approved by a vote of that Fund's Board of
Directors (the "Directors"). Expenses identified in Items (c)
through (e) may involve issues relating either to a specific class
or to the entire Fund; such expenses constitute Class Expenses only
when they are attributable to a specific class. Because Class
Expenses may be accrued at different rates for each class of the
Fund, dividends distributable to shareholders and net asset values
per share may differ for shares of different classes of the Fund.
<PAGE>
(2) shall have exclusive voting rights on any matters that relate solely
to that class's arrangements, including without limitation voting with
respect to a 12b-1 Plan for that class;
(3) shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class;
(4) may have a different arrangement for shareholder services, including
different sales charges, sales charge waivers, purchase and redemption
features, exchange privileges, loan privileges, the availability of
certificated shares and/or conversion features; and
(5) shall have in all other respects the same rights and obligations as
each other class.
3. ALLOCATIONS OF INCOME, CAPITAL GAINS AND LOSSES AND EXPENSES. Income,
realized and unrealized capital gains and losses, and expenses of the Fund
other than Class Expenses allocated to a particular class shall be
allocated to each class on the basis of the net asset value of that class
in relation to the net asset value of the Fund.
4. EXPENSE WAIVERS AND REIMBURSEMENTS. From time to time the Adviser may
voluntarily undertake to (i) waive any portion of the management fee
charged to the Fund, and/or (ii) reimburse any portion of the expenses of
the Fund or of one or more of its classes, but is not required to do so or
to continue to do so for any period of time. The quarterly report by the
Advisor to the Directors of Fund expense reimbursements shall disclose any
reimbursements that are not equal for all classes of the Fund.
5. DISCLOSURE. The classes of shares to be offered by the Fund, and other
material distribution arrangements with respect to such classes, shall be
disclosed in the prospectus and/or statement of additional information
used to offer that class of shares. Such prospectus or statement of
additional information shall be supplemented or amended to reflect any
change(s) in classes of shares to be offered or in the material
distribution arrangements with respect to such classes.
<PAGE>
6. INDEPENDENT AUDIT. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed
by an independent auditing firm (the "Expert"). At least annually, the
Expert, or an appropriate substitute expert, will render a report to the
Funds on policies and procedures placed in operation and tests of
operating effectiveness as defined and described in SAS 70 of the AICPA.
7. OFFERS AND SALES OF SHARES. INVESCO will maintain compliance standards as
to when each class of shares may appropriately be sold to particular
investors, and will require all persons selling shares of the Fund to
agree to conform to such standards.
8. RULE 12B-1 PAYMENTS. The Treasurer of INVESCO International Funds, Inc.
(the "Company") shall provide to the Directors of the Company, and the
Directors shall review, at least quarterly, the written report required by
the Company's 12b-1 Plan. The report shall include information on (i) the
amounts expended pursuant to the 12b-1 Plan, (ii) the purposes for which
such expenditures were made and (iii) the amount of INVESCO's unpaid
distribution costs (if recovery of such costs in future periods is
permitted by that 12b-1 Plan), taking into account 12b-1 Plan payments
paid to INVESCO.
9. CONFLICTS. On an ongoing basis, the Directors of the Company, pursuant to
their fiduciary responsibilities under the 1940 Act and otherwise, will
monitor the Fund for the existence of any material conflicts among the
interests of the classes. INVESCO will be responsible for reporting any
potential or existing conflicts to the Directors. In the event a conflict
arises, the Directors shall take such action as they deem appropriate.
<PAGE>
10. EFFECTIVENESS AND AMENDMENT. This Plan takes effect for the Fund as of the
date of adoption shown below. This Plan has been approved by a majority
vote of the Board of the Company and of the Company's Board members who are
not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreements relating to the Plan (the "Independent Directors") of the Fund
at meetings called on this Plan. Prior to that vote, (i) the Board was
furnished by the methodology used for net asset value and dividend and
distribution determinations for the Fund, and (ii) a majority of the Board
and its Independent Directors determined that the Plan as proposed to be
adopted, including the expenses allocation, is in the best interests of the
Fund as a whole and to each class of the Fund individually. Prior to any
material amendment to the Plan, the Board shall request and evaluate, and
INVESCO shall furnish, such information as may be reasonably necessary to
evaluate such amendment, and a majority of the Board and its Independent
Directors shall find that the Plan as proposed to be amended, including the
expense allocation, is in the best interest of each class, the Fund as a
whole and each class of the Fund individually. No material amendment to the
Plan shall be made by any Fund's Prospectus or Statement of Additional
Information or any supplement to either of the foregoing, unless such
amendment has first been approved by a majority of the Fund's Board and its
Independent Directors.
Adopted by the Board of INVESCO International Funds, Inc. on January __, 2000.
_______________________________
Glen A. Payne, Secretary
EXHIBIT o(4)
FORM OF
INVESCO ENERGY FUND PLAN PURSUANT TO RULE 18F-3
January __, 2000
1. THE PLAN. This Plan is the written multiple class plan for the INVESCO
Pacific Basin Fund (the "Fund") for INVESCO Distributors, Inc.
("IDI"), the general distributor of shares of the Fund and INVESCO Funds
Group, Inc. ("INVESCO"), the investment adviser of the Fund. It is the
written plan contemplated by Rule 18f-3 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund may
issue multiple classes of shares. The terms and provisions of this
Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in the Rule.
2. SIMILARITIES AND DIFFERENCES AMONG CLASSES. The Fund agrees that one or
more classes of that Fund:
(1) may have a separate service plan or distribution and service
plan ("12b-1 Plan"), and shall pay all of the expenses incurred
pursuant to that arrangement, and may pay a different share of
expenses ("Class Expenses") if such expenses are actually incurred
in a different amount by that class, or if the class receives
services of a different kind or to a different degree than that of
other classes. Class Expenses are those expenses specifically
attributable to the particular class of shares, namely (a) 12b-1
Plan fees, (b) transfer and shareholder servicing agent fees and
administrative service fees, (c) shareholder meeting expenses, (d)
blue sky and SEC registration fees and (e) any other incremental
expenses subsequently identified that should be allocated to one
class which shall be approved by a vote of that Fund's Board of
Directors (the "Directors"). Expenses identified in Items (c)
through (e) may involve issues relating either to a specific class
or to the entire Fund; such expenses constitute Class Expenses only
when they are attributable to a specific class. Because Class
Expenses may be accrued at different rates for each class of the
Fund, dividends distributable to shareholders and net asset values
per share may differ for shares of different classes of the Fund.
<PAGE>
(2) shall have exclusive voting rights on any matters that relate solely
to that class's arrangements, including without limitation voting with
respect to a 12b-1 Plan for that class;
(3) shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class;
(4) may have a different arrangement for shareholder services, including
different sales charges, sales charge waivers, purchase and redemption
features, exchange privileges, loan privileges, the availability of
certificated shares and/or conversion features; and
(5) shall have in all other respects the same rights and obligations as
each other class.
3. ALLOCATIONS OF INCOME, CAPITAL GAINS AND LOSSES AND EXPENSES. Income,
realized and unrealized capital gains and losses, and expenses of the Fund
other than Class Expenses allocated to a particular class shall be
allocated to each class on the basis of the net asset value of that class
in relation to the net asset value of the Fund.
4. EXPENSE WAIVERS AND REIMBURSEMENTS. From time to time the Adviser may
voluntarily undertake to (i) waive any portion of the management fee
charged to the Fund, and/or (ii) reimburse any portion of the expenses of
the Fund or of one or more of its classes, but is not required to do so or
to continue to do so for any period of time. The quarterly report by the
Advisor to the Directors of Fund expense reimbursements shall disclose any
reimbursements that are not equal for all classes of the Fund.
5. DISCLOSURE. The classes of shares to be offered by the Fund, and other
material distribution arrangements with respect to such classes, shall be
disclosed in the prospectus and/or statement of additional information
used to offer that class of shares. Such prospectus or statement of
additional information shall be supplemented or amended to reflect any
change(s) in classes of shares to be offered or in the material
distribution arrangements with respect to such classes.
<PAGE>
6. INDEPENDENT AUDIT. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed
by an independent auditing firm (the "Expert"). At least annually, the
Expert, or an appropriate substitute expert, will render a report to the
Funds on policies and procedures placed in operation and tests of
operating effectiveness as defined and described in SAS 70 of the AICPA.
7. OFFERS AND SALES OF SHARES. INVESCO will maintain compliance standards as
to when each class of shares may appropriately be sold to particular
investors, and will require all persons selling shares of the Fund to
agree to conform to such standards.
8. RULE 12B-1 PAYMENTS. The Treasurer of INVESCO International Funds, Inc.
(the "Company") shall provide to the Directors of the Company, and the
Directors shall review, at least quarterly, the written report required by
the Company's 12b-1 Plan. The report shall include information on (i) the
amounts expended pursuant to the 12b-1 Plan, (ii) the purposes for which
such expenditures were made and (iii) the amount of INVESCO's unpaid
distribution costs (if recovery of such costs in future periods is
permitted by that 12b-1 Plan), taking into account 12b-1 Plan payments
paid to INVESCO.
9. CONFLICTS. On an ongoing basis, the Directors of the Company, pursuant to
their fiduciary responsibilities under the 1940 Act and otherwise, will
monitor the Fund for the existence of any material conflicts among the
interests of the classes. INVESCO will be responsible for reporting any
potential or existing conflicts to the Directors. In the event a conflict
arises, the Directors shall take such action as they deem appropriate.
<PAGE>
10. EFFECTIVENESS AND AMENDMENT. This Plan takes effect for the Fund as of the
date of adoption shown below. This Plan has been approved by a majority
vote of the Board of the Company and of the Company's Board members who are
not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreements relating to the Plan (the "Independent Directors") of the Fund
at meetings called on this Plan. Prior to that vote, (i) the Board was
furnished by the methodology used for net asset value and dividend and
distribution determinations for the Fund, and (ii) a majority of the Board
and its Independent Directors determined that the Plan as proposed to be
adopted, including the expenses allocation, is in the best interests of the
Fund as a whole and to each class of the Fund individually. Prior to any
material amendment to the Plan, the Board shall request and evaluate, and
INVESCO shall furnish, such information as may be reasonably necessary to
evaluate such amendment, and a majority of the Board and its Independent
Directors shall find that the Plan as proposed to be amended, including the
expense allocation, is in the best interest of each class, the Fund as a
whole and each class of the Fund individually. No material amendment to the
Plan shall be made by any Fund's Prospectus or Statement of Additional
Information or any supplement to either of the foregoing, unless such
amendment has first been approved by a majority of the Fund's Board and its
Independent Directors.
Adopted by the Board of INVESCO International Funds, Inc. on January __, 2000.
_______________________________
Glen A. Payne, Secretary
