SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant _X_
Filed by a party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INVESCO INTERNATIONAL FUNDS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ No fee required
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2. Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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4. Date Filed:
<PAGE>
SEPTEMBER 29, 2000
IMPORTANT PROXY VOTE FOR LIQUIDATION OF
INVESCO LATIN AMERICAN GROWTH AND INVESCO PACIFIC BASIN FUNDS
Dear Shareholder:
Enclosed with this letter you will find an important proxy statement for the
upcoming shareholder meeting on NOVEMBER 27, 2000. The reason for this meeting
is so that you and other investors in INVESCO Pacific Basin Fund and INVESCO
Latin American Growth Fund can vote on a proposal by management to liquidate
these funds.
It's important that you understand why we are recommending this step - which we
believe is in your best interests as an investor. Here are the answers to some
questions you may have about this proposal:
WHY IS INVESCO FUNDS PROPOSING THESE LIQUIDATIONS?
We value our relationship with you - and we won't offer an investment we don't
believe provides you with the potential you deserve. The reasons for the
proposal are explained in more detail in the enclosed proxy statement, but they
can be summed up as INVESTMENT OUTLOOK, INCONSISTENCY WITH OUR GROWTH MANAGEMENT
STYLE, and COST.
INVESTMENT OUTLOOK. These geographic regions have been weak and volatile for an
extended period of time. While there may be solid values still to be found in
these emerging economies, our research has found that the narrow geographical
focus of these funds has resulted in increased volatility, and the funds have
not found favor with our investors or the investing public in general.
INCONSISTENCY WITH OUR GROWTH MANAGEMENT STYLE. Both INVESCO Latin American
Growth Fund and INVESCO Pacific Basin Fund employ a stock selection method that
differs from the bottom-up, growth-oriented, stock-specific focus employed by
our domestic growth team. Our goal is to ensure that all our products are more
consistent with the firm's overall investment approach.
COST. Finally, because of the limited investor interest in these funds, we have
simply been unable to attract enough shareholders and assets to run these funds
efficiently on your behalf. Small funds tend to have higher expense ratios,
shared by relatively few investors. It does not make economic sense for either
our shareholders or INVESCO Funds to continue managing INVESCO Latin American
Growth Fund or INVESCO Pacific Basin Fund.
<PAGE>
WHAT HAPPENS IF SHAREHOLDERS DECIDE IN FAVOR OF LIQUIDATION?
If that happens, the funds' net assets will be liquidated and the proceeds
will be distributed among the remaining shareholders on the liquidation date
following the shareholder meeting. You may decide your best investment choice is
to exchange your shares into another INVESCO fund on or before that date. You
will not be charged a redemption fee or a contingent deferred sales charge for
shares sold or exchanged after September 20, 2000. You may want to consult your
financial advisor about this important decision. If you are still an investor in
INVESCO Latin American Growth Fund or INVESCO Pacific Basin Fund on the
liquidation date, you will automatically receive a check for the value of the
shares that you owned on that date.
You may obtain more information about your INVESCO fund choices, including
management fees, expenses and risks, by calling 1-800-344-3558 for free
prospectuses, or consult your financial advisor. Please read the relevant
prospectus carefully before you invest in, or send money to, another INVESCO
fund. We also encourage you to visit our Web site at INVESCOFUNDS.COM for
prospectuses and current information about all of our funds, including
performance figures and updates from the portfolio managers.
WHAT HAPPENS IF SHAREHOLDERS DECIDE NOT TO APPROVE THE LIQUIDATION PLAN?
If the liquidation plan is not approved by the shareholders, INVESCO Latin
American Growth Fund and INVESCO Pacific Basin Fund will continue to operate as
series of International Funds (but without INVESCO's advisory fee waiver and
absorption of expenses).
IF THE FUNDS LIQUIDATE, WILL THERE BE TAX CONSEQUENCES FOR ME?
To liquidate, the funds will sell all of their holdings. This may result in
capital gain distributions to shareholders, which are usually taxable if your
investment is not in a tax-advantaged account (like an IRA or other retirement
plan). In addition, the final price per share of each fund may be more or less
than you originally paid for your shares. As a result, you may have taxable
gains or losses as well. And, as always, if you exchange into another fund, that
is considered a sale and may have tax consequences.
FOR IRA HOLDERS: If you have not yet reached age 59 1/2, it is important that
you are aware that this redemption will be considered a premature distribution,
and that taxes and penalties may be assessed by the Internal Revenue Service.
You may decide your best investment choice is to exchange your shares into
another INVESCO fund on or before the liquidation date. We encourage you to
contact our offices to discuss any questions, concerns and other INVESCO fund
choices available.
You should consult your own tax advisor about how a liquidation might affect
you, given your personal circumstances.
<PAGE>
WHAT DOES THE FUNDS' BOARD OF DIRECTORS RECOMMEND?
The Board believes you should vote in favor of these liquidations. More
importantly, the directors recommend that you study the issues involved, call us
with any questions, and vote promptly to ensure that a quorum of INVESCO Latin
American Growth Fund and INVESCO Pacific Basin Fund shares will be represented
at the shareholders' meeting.
I hope this letter has helped you better understand why we are making this
proposal. If you have any questions, I encourage you to call us at
1-800-344-3558, and one of our Investment Specialists will assist you.
Sincerely,
/s/ Mark H. Williamson
Mark H. Williamson
Chairman & CEO,
INVESCO Funds Group, Inc.
P.S. REMEMBER, YOU HAVE TWO IMPORTANT DECISIONS TO MAKE VERY SOON: HOW TO VOTE
ON THE ENCLOSED PROXY, AND HOW TO INVEST YOUR PROCEEDS IF THE FUNDS DO
LIQUIDATE. IF WE CAN PROVIDE YOU WITH ANY INFORMATION TO MAKE THESE CHOICES
EASIER, PLEASE CALL US.
INVESCO DISTRIBUTORS, INC., (SM) DISTRIBUTOR
<PAGE>
INVESCO LATIN AMERICAN GROWTH FUND
INVESCO PACIFIC BASIN FUND
(EACH A SERIES OF INVESCO INTERNATIONAL FUNDS, INC.)
November 27, 2000
Dear Shareholder:
The attached proxy materials seek your approval to liquidate the assets of
the INVESCO Latin American Growth Fund ("Latin American Growth Fund") and the
INVESCO Pacific Basin Fund ("Pacific Basin Fund"), each a series of INVESCO
International Funds, Inc. (each a "Fund" and collectively, the "Funds").
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
The liquidations of the Funds have been approved by the board of directors
(please see the separate letter addressed to you about the proposed
liquidations). The attached proxy material provides more information about the
proposed liquidations of the Funds you are being asked to vote upon.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your
shares early will permit the avoidance of costly follow-up mail and telephone
solicitation. After reviewing the attached materials, please complete, date and
sign your proxy card and mail it in the enclosed return envelope promptly. As an
alternative to using the paper proxy card to vote, you may vote by telephone, by
facsimile, through the internet, or in person.
Very truly yours,
/s/ Mark H. Williamson
Mark H. Williamson
President
INVESCO International Funds, Inc.
<PAGE>
INVESCO LATIN AMERICAN GROWTH FUND
INVESCO PACIFIC BASIN FUND
(EACH A SERIES OF INVESCO INTERNATIONAL FUNDS, INC.)
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NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
November 27, 2000
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To The Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the
"Meeting") of INVESCO Latin American Growth Fund and INVESCO Pacific Basin Fund
(each a "Fund" or collectively the "Funds"), each a series of INVESCO
International Funds, Inc. ("International Funds"), will be held on November 27,
2000, at 10:00 a.m., Mountain Time, at the office of INVESCO Funds Group, Inc.,
7800 East Union Avenue, Denver, Colorado, for the following purposes:
(1) For INVESCO Latin American Growth Fund voting separately, to approve a Plan
of Liquidation and Termination of the Fund; (if liquidation is not
approved, fee waiver and expense reimbursements will be discontinued);
(2) For INVESCO Pacific Basin Fund voting separately, to approve a Plan of
Liquidation and Termination of the Fund; (if liquidation is not approved,
fee waiver and expense reimbursements will be discontinued); and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
You are entitled to vote at the Meeting and any adjournment thereof on any
proposal that affects a Fund if you owned shares of that Fund at the close of
business on September 19, 2000. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
By Order of the Board of Directors,
/s/ Glen A. Payne
Glen A. Payne
Secretary
September 29, 2000
Denver, Colorado
<PAGE>
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date
and sign the card, and return it in the envelope provided. IF YOU DATE, SIGN,
AND RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE
VOTED "FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional
expense of further solicitation, we ask your cooperation in mailing in your
proxy card promptly. As an alternative to using the paper proxy card to vote,
you may vote by telephone, through the internet, by facsimile machine or in
person. To vote by telephone, please call the toll-free number listed on the
enclosed proxy card. Shares that are registered in your name, as well as shares
held in "street name" through a broker, may be voted via the internet or by
telephone. To vote in this manner, you will need the 12-digit "control" number
that appears on your proxy card. To vote via the internet, please access
http://www.proxyvote.com on the World Wide Web. In addition, shares that are
registered in your name may be voted by faxing your completed proxy card to
1-800-733-1885. If we do not receive your completed proxy card(s) after
several weeks, you may be contacted by our proxy solicitor, Shareholder
Communications Corporation. Our proxy solicitor will remind you to vote your
shares or will record your vote over the telephone if you choose to vote in that
manner. [You may also call Shareholder Communications Corporation directly at
1-877-853-0329, and vote by phone.]
Unless proxy card(s) submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
card, they will not be voted.
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<PAGE>
INVESCO LATIN AMERICAN GROWTH FUND
INVESCO PACIFIC BASIN FUND
(EACH A SERIES OF INVESCO INTERNATIONAL FUNDS, INC.)
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
(TOLL FREE) 1-800-344-3558
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 27, 2000
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VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO Latin
American Growth Fund and INVESCO Pacific Basin Fund (each a "Fund" or
collectively the "Funds"), each a series of INVESCO International Funds, Inc.
("International Funds"), in connection with the solicitation of proxies from
shareholders of each Fund by the board of directors of International Funds
("Board") for use at a special meeting of shareholders to be held on November
27, 2000 ("Meeting"), and at any adjournment of the Meeting. This Proxy
Statement will first be mailed to shareholders on or about September 29, 2000.
For each Fund, one-third of the Fund's shares outstanding on September 19,
2000 (the "Record Date"), represented in person or by proxy, shall constitute a
quorum and must be present for the transaction of business at the Meeting. If a
quorum is not present at the Meeting or a quorum is present but sufficient votes
to approve the proposal set forth in this Proxy Statement are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR any proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST a proposal against such
adjournment. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
<PAGE>
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present or outstanding. Also, abstentions and broker non-votes will not be
counted as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on the proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you date, sign, and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of the
proposal and the duly appointed proxies may, in their discretion, vote upon such
other matters as may come before the Meeting. The proxy card may be revoked by
giving another proxy or by letter or telegram revoking the initial proxy. To be
effective, revocation must be received by International Funds prior to the
Meeting and must indicate your name and account number. If you attend the
Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby
canceling any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than
one account in a Fund listed under the same Social Security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, the Funds have the following number of shares of
common stock outstanding: INVESCO Latin American Growth Fund 1,951,548.4160, and
INVESCO Pacific Basin Fund 7,259,343,5860. The solicitation of proxies (the cost
of which will be borne by INVESCO Funds Group, Inc. ("INVESCO"), the investment
adviser and transfer agent of the Funds) will be made primarily by mail but also
may be made by telephone or oral communications by representatives of INVESCO
and INVESCO Distributors, Inc. ("IDI"), the distributor of the INVESCO group of
investment companies ("INVESCO Funds"), none of which will receive any
compensation for these activities from the Fund, or by Shareholder
Communications Corporation, professional proxy solicitors, which will be paid
fees and expenses of up to approximately $47,608 and $25,958 for INVESCO Pacific
Basin Fund and INVESCO Latin American Growth, respectively, for soliciting
services. If votes are recorded by telephone, Shareholder Communications
Corporation will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that a shareholder's
instructions have been properly recorded. You may also vote by mail, by
facsimile or through a secure internet site. Proxies voted by telephone,
facsimile or internet may be revoked at any time before they are voted at the
Meeting in the same manner that proxies voted by mail may be revoked.
COPIES OF INTERNATIONAL FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS,
INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO
INVESCO DISTRIBUTORS, INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY
CALLING TOLL-FREE 1-800-344-3558.
<PAGE>
Except as set forth in Appendix A, INVESCO does not know of any person who
owns beneficially 5% or more of the shares of either Fund. Directors and
officers of International Funds own in the aggregate less than 1% of the shares
of each Fund.
VOTE REQUIRED. Approval of Proposals 1 and 2 to liquidate and terminate
the Funds requires the affirmative vote of the lesser of: (1) 67% of each Fund's
shares present at a meeting of shareholders if the owners of more than 50% of
each Fund's shares then outstanding are present in person or by proxy or (2)
more than 50% of each Fund's outstanding shares. Each outstanding full share of
a Fund is entitled to one vote, and each outstanding fractional share thereof is
entitled to a proportionate fractional share of one vote. If either Proposal is
not approved by the requisite vote of shareholders of the respective Fund, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies.
PROPOSAL 1. TO APPROVE A PLAN OF LIQUIDATION AND
TERMINATION ("LIQUIDATION PLAN") FOR LATIN
AMERICAN GROWTH FUND
(LATIN AMERICAN GROWTH FUND SHAREHOLDERS ONLY)
THE PROPOSED LIQUIDATION AND TERMINATION
The Board believes that liquidating Latin American Growth Fund's assets
and terminating its existence would be in the Fund's shareholders' best
interests. Accordingly, the Board, including all of its directors who are not
"interested persons," as that term is defined in the Investment Company Act of
1940 (the "1940 Act"), of International Funds ("Independent Directors"), adopted
the proposed Liquidation Plan, which provides for liquidating Latin American
Growth Fund's assets, distributing the proceeds thereof to its shareholders PRO
RATA, and terminating the Fund's existence. A copy of the Liquidation Plan is
attached to this proxy statement as Appendix B.
Latin American Growth Fund commenced operations on February 15, 1995. For
the fiscal years ended October 31, 1999, the year ended July 31, 1999 and the
period ended July 31, 1995, various Latin American Growth Fund expenses were
voluntarily absorbed by its investment adviser, INVESCO. Notwithstanding the
expense reduction measures taken by INVESCO, Latin American Growth Fund has
experienced limited asset growth. In addition, Latin American Growth Fund has
experienced negative returns over the last several years and net asset
reductions over the past fiscal year. INVESCO and Latin American Growth Fund's
distributor, INVESCO Distributors, Inc. ("IDI"), have come to believe that it is
unlikely that the Fund will experience material growth in assets in the
foreseeable future. In light of the inefficiencies and higher costs of managing
Latin American Growth Fund's small asset base, INVESCO and IDI submitted to the
Board a proposal to liquidate and terminate the Fund.
At a meeting held on August 15, 2000, the Board considered and unanimously
approved the Liquidation Plan, subject to shareholder approval. Under
International Funds' Articles of Incorporation, the liquidation of Latin
American Growth Fund may be effected only on the affirmative vote of the lesser
<PAGE>
of (1) 67% of the Fund's shares present at a meeting of its shareholders if the
holders of more than 50% of its outstanding shares are present in person or by
proxy or (2) more than 50% of the Fund's outstanding shares.
CONSIDERATION BY THE BOARD
In evaluating the proposed liquidation and termination of Latin American
Growth Fund, the Board considered a number of factors, including the amount of
the Fund's total assets, its expense ratio (absent the absorption of expenses
mentioned above), and the likelihood that additional sales of Fund shares could
enable it to attain an asset level that would sustain an acceptable expense
ratio. The Board also considered INVESCO's representation that it is not
prepared to continue to waive its advisory fee and absorb the expenses
associated with managing Latin American Growth Fund at the Fund's current low
level of assets indefinitely, but will do so pending the Fund's liquidation and
termination. Based on consideration of the foregoing, and other factors they
deemed relevant, the Board (including all of its Independent Directors) approved
the liquidation and termination of Latin American Growth Fund, subject to
shareholder approval.
If the Liquidation Plan is not approved by the shareholders, Latin
American Growth Fund will continue to operate as a series of International Funds
(but without INVESCO's advisory fee waiver and absorption of expenses).
DESCRIPTION OF THE LIQUIDATION PLAN
Under the Liquidation Plan each shareholder's interest in Latin American
Growth Fund's assets will be fixed on the date on which the shareholders approve
the Liquidation Plan. On that date, the books of the Fund will be closed.
Thereafter, all assets of Latin American Growth Fund not already held in cash or
cash equivalents will be liquidated. The Liquidation Plan provides that as soon
as reasonably practicable after that date, the distribution of Latin American
Growth Fund's assets will be made in one or two liquidating distributions. The
first such distribution is expected to consist of cash representing
substantially all of Latin American Growth Fund's assets less the amount
reserved to pay its liabilities and expenses. A second liquidating distribution,
if necessary, is anticipated to be made within 90 days after the first
liquidating distribution and will consist of cash from any assets remaining
after payment of those liabilities and expenses, the proceeds of any sale of
Latin American Growth Fund assets not sold prior to the first liquidating
distribution, and any other miscellaneous Fund income.
The date or dates on which Latin American Growth Fund will pay the
liquidating distributions and on which the Fund will be liquidated have not been
determined, but it is anticipated that if the Fund's shareholders adopt the
Liquidation Plan, the liquidating distributions would occur as soon as
reasonably practical after the date on which the shareholders approve the
Liquidation Plan. Shareholders will receive their respective portions of the
liquidating distribution(s) without any further action on their part.
The Liquidation Plan will not affect a shareholder's right to redeem Latin
American Growth Fund shares prior to the liquidation of the Fund. Therefore, a
shareholder may redeem in accordance with the redemption procedure set forth in
<PAGE>
each of the Investor Class and Class C Latin American Growth Fund
prospectuses without waiting for the Fund to take any action respecting its
liquidation. The Liquidation Plan also authorizes the Board to make variations
from or amendments to the provisions thereof that it deems necessary or
appropriate to carry out the purposes of the Liquidation Plan. No shareholder
will be entitled to exercise any dissenter's rights or appraisal rights with
respect to Latin American Growth Fund's liquidation and termination under either
the Liquidation Plan or relevant provisions of Maryland law.
Under the Liquidation Plan, Latin American Growth Fund will not be
responsible for the expenses incurred in connection with carrying out the
Liquidation Plan, including the cost of soliciting proxies, liquidating its
assets, and terminating its existence. INVESCO will be responsible for paying
all such expenses.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information regarding the federal
income tax consequences to Latin American Growth Fund resulting from its
liquidation and termination, and to its shareholders on their receipt of
liquidating distributions from the Fund. Latin American Growth Fund has not
sought a ruling from the Internal Revenue Service with respect to these matters.
This summary generally applies to shareholders who are individual U.S. citizens
(other than dealers in securities) and does not address the particular federal
income tax consequences that may apply to shareholders that are, for example,
corporations, trusts, estates, tax-exempt organizations, or non-resident aliens;
nor does this summary address state or local tax consequences. The tax
consequences discussed herein may affect shareholders differently, depending on
their particular tax situations unrelated to the receipt of liquidating
distributions, and accordingly this summary is not a substitute for careful tax
planning. Shareholders may wish to consult their personal tax advisers
concerning their particular tax situations and the impact thereon of receiving
liquidating distributions from Latin American Growth Fund.
As discussed above, if the Liquidation Plan is approved by its
shareholders, Latin American Growth Fund will sell its assets and distribute the
proceeds to the Fund's shareholders. Latin American Growth Fund anticipates that
it will retain its qualification for treatment as a regulated investment company
under the Internal Revenue Code of 1986, as amended, during the liquidation
period and will make all required distributions so that it will not be taxed on
any of the Funds net gain realized from the sale of its assets.
A shareholder who receives a liquidating distribution in cancellation and
redemption of Latin American Growth Fund shares will be treated as having sold
those shares for the amount of the liquidating distribution. Such shareholder
will recognize gain or loss on that sale measured by the difference between the
adjusted tax basis for the applicable shares and the liquidating distribution.
If the shares are held as capital assets, the gain or loss will be characterized
as capital gain or loss. Capital gain or loss attributable to shares held for
more than one year will constitute long-term capital gain or loss, while capital
gain or loss attributable to shares held for one year or less will be
short-term. Shareholders also should be aware that Latin American Growth Fund is
required to withhold 31% of liquidating distributions payable to any individuals
<PAGE>
and certain other noncorporate shareholders who do not provide the Fund with a
correct and valid U.S. taxpayer identification number.
The receipt of a liquidating distribution by an individual retirement
account ("IRA") that holds Latin American Growth Fund shares generally will not
be treated as a taxable event to the IRA beneficiary. HOWEVER, SOME IRAS THAT
HOLD LATIN AMERICAN GROWTH FUND SHARES MAY HAVE BEEN ESTABLISHED WITH CUSTODIANS
THAT MAY NOT REINVEST THE LIQUIDATION DISTRIBUTION PROCEEDS, BUT INSTEAD MUST
IMMEDIATELY DISTRIBUTE THOSE PROCEEDS TO THE IRA BENEFICIARY. THOSE
DISTRIBUTIONS COULD HAVE ADVERSE TAX CONSEQUENCES FOR THE BENEFICIARIES OF SUCH
IRAS, WHO ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISERS REGARDING THE TAX
CONSEQUENCES OF THOSE DISTRIBUTIONS.
REQUIRED VOTE. Approval of the Liquidation Plan requires the affirmative
vote of the lesser of (1) 67% of Latin American Growth Fund's shares present at
a meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 1.
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PROPOSAL 2. TO APPROVE A PLAN OF LIQUIDATION AND
TERMINATION ("LIQUIDATION PLAN") FOR PACIFIC
BASIN FUND
(PACIFIC BASIN FUND SHAREHOLDERS ONLY)
THE PROPOSED LIQUIDATION AND TERMINATION
The Board believes that liquidating Pacific Basin Fund's assets and
terminating its existence would be in the Fund's shareholders' best interests.
Accordingly, the Board, including all of its directors who are not "interested
persons," as that term is defined in the 1940 Act, of International Funds
("Independent Directors"), adopted the proposed Liquidation Plan, which provides
for liquidating Pacific Basin Fund's assets, distributing the proceeds thereof
to its shareholders PRO RATA, and terminating the Fund's existence. A copy of
the Liquidation Plan is attached to this proxy statement as Appendix B.
Pacific Basin Fund commenced operations on January 19, 1984. For the
fiscal years ended October, 31 1999 and October 31, 1998, various Pacific Basin
Fund expenses were voluntarily absorbed by its investment adviser, INVESCO.
Notwithstanding the expense reduction measures taken by INVESCO, Pacific Basin
Fund has experienced limited asset growth. In addition, Pacific Basin Fund has
experienced negative returns over the last several years and net asset
reductions over the past fiscal year. INVESCO and Pacific Basin Fund's
distributor, INVESCO Distributors, Inc. ("IDI"), have come to believe that it is
unlikely that the Fund will experience material growth in assets in the
<PAGE>
foreseeable future. In light of the inefficiencies and higher costs of managing
Pacific Basin Fund's small asset base, INVESCO and IDI submitted to the Board a
proposal to liquidate and terminate the Fund.
At a meeting held on August 15, 2000, the Board considered and unanimously
approved the Liquidation Plan, subject to shareholder approval. Under
International Funds' Articles of Incorporation, the liquidation of Pacific Basin
Fund may be effected only on the affirmative vote of the lesser of (1) 67% of
the Fund's shares present at a meeting of its shareholders if the holders of
more than 50% of its outstanding shares are present in person or by proxy or (2)
more than 50% of the Fund's outstanding shares.
CONSIDERATION BY THE BOARD
In evaluating the proposed liquidation and termination of Pacific Basin
Fund, the Board considered a number of factors, including the amount of the
Fund's total assets, its expense ratio (absent the absorption of expenses
mentioned above), and the likelihood that additional sales of Fund shares could
enable it to attain an asset level that would sustain an acceptable expense
ratio. The Board also considered INVESCO's representation that it is not
prepared to continue to waive its advisory fee and absorb the expenses
associated with managing Pacific Basin Fund at its current low level of assets
indefinitely, but will do so pending the Fund's liquidation and termination.
Based on consideration of the foregoing, and other factors they deemed relevant,
the Board (including all of its Independent Directors) approved the liquidation
and termination of Pacific Basin Fund, subject to shareholder approval.
If the Liquidation Plan is not approved by the shareholders, Pacific Basin
Fund will continue to operate as a series of International Funds (but without
INVESCO's advisory fee waiver and absorption of expenses).
DESCRIPTION OF THE LIQUIDATION PLAN
Under the Liquidation Plan each shareholder's interest in Pacific Basin
Fund's assets will be fixed on the date on which the shareholders approve the
Liquidation Plan. On that date, the books of the Fund will be closed.
Thereafter, all assets of Pacific Basin Fund not already held in cash or cash
equivalents will be liquidated. The Liquidation Plan provides that as soon as
reasonably practicable after that date, the distribution of Pacific Basin Fund's
assets will be made in one or two liquidating distributions. The first such
distribution is expected to consist of cash representing substantially all of
Pacific Basin Fund's assets less the amount reserved to pay its liabilities and
expenses. A second liquidating distribution, if necessary, is anticipated to be
made within 90 days after the first liquidating distribution and will consist of
cash from any assets remaining after payment of those liabilities and expenses,
the proceeds of any sale of Pacific Basin Fund assets not sold prior to the
first liquidating distribution, and any other miscellaneous Fund income.
The date or dates on which Pacific Basin Fund will pay the liquidating
distributions and on which the Fund will be liquidated have not been determined,
but it is anticipated that if the Fund's shareholders adopt the Liquidation
Plan, the liquidating distributions would occur as soon as reasonably practical
<PAGE>
after the date on which the shareholders approve the Liquidation Plan.
Shareholders will receive their respective portions of the liquidating
distribution(s) without any further action on their part.
The Liquidation Plan will not affect a shareholder's right to redeem
Pacific Basin Fund shares prior to the liquidation of the Fund. Therefore, a
shareholder may redeem in accordance with the redemption procedure set forth in
each of the Investor Class and Class C Pacific Basin Fund prospectuses without
waiting for the Fund to take any action respecting its liquidation. The
Liquidation Plan also authorizes the Board to make variations from or amendments
to the provisions thereof that it deems necessary or appropriate to carry out
the purposes of the Liquidation Plan. No shareholder will be entitled to
exercise any dissenter's rights or appraisal rights with respect to Pacific
Basin Fund's liquidation and termination under either the Liquidation Plan or
relevant provisions of Maryland law.
Under the Liquidation Plan, Pacific Basin Fund will not be responsible for
the expenses incurred in connection with carrying out the Liquidation Plan,
including the cost of soliciting proxies, liquidating its assets, and
terminating its existence. INVESCO will be responsible for paying all such
expenses.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information regarding the federal
income tax consequences to Pacific Basin Fund resulting from its liquidation and
termination and to its shareholders on their receipt of liquidating
distributions from the Fund. Pacific Basin Fund has not sought a ruling from the
Internal Revenue Service with respect to these matters. This summary generally
applies to shareholders who are individual U.S. citizens (other than dealers in
securities) and does not address the particular federal income tax consequences
that may apply to shareholders that are, for example, corporations, trusts,
estates, tax-exempt organizations, or non-resident aliens; nor does this summary
address state or local tax consequences. The tax consequences discussed herein
may affect shareholders differently, depending on their particular tax
situations unrelated to the receipt of liquidating distributions, and
accordingly this summary is not a substitute for careful tax planning.
Shareholders may wish to consult their personal tax advisers concerning their
particular tax situations and the impact thereon of receiving liquidating
distributions from Pacific Basin Fund.
As discussed above, if the Liquidation Plan is approved by its
shareholders, Pacific Basin Fund will sell its assets and distribute the
proceeds to the Fund's shareholders. Pacific Basin Fund anticipates that it will
retain its qualification for treatment as a regulated investment company under
the Internal Revenue Code of 1986, as amended, during the liquidation period and
will make all required distributions so that it will not be taxed on any of the
Fund's net gain realized from the sale of its assets.
A shareholder who receives a liquidating distribution in cancellation and
redemption of Pacific Basin Fund shares will be treated as having sold those
shares for the amount of the liquidating distribution. Such shareholder will
recognize gain or loss on that sale measured by the difference between the
adjusted tax basis for applicable shares and the liquidating distribution. If
<PAGE>
the shares are held as capital assets, the gain or loss will be characterized as
capital gain or loss. Capital gain or loss attributable to shares held for more
than one year will constitute long-term capital gain or loss, while capital gain
or loss attributable to shares held for one year or less will be short-term.
Shareholders also should be aware that Pacific Basin Fund is required to
withhold 31% of liquidating distributions payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct and
valid U.S. taxpayer identification number.
The receipt of a liquidating distribution by an individual retirement
account ("IRA") that holds Pacific Basin Fund shares generally will not be
treated as a taxable event to the IRA beneficiary. HOWEVER, SOME IRAS THAT HOLD
PACIFIC BASIN FUND SHARES MAY HAVE BEEN ESTABLISHED WITH CUSTODIANS THAT MAY NOT
REINVEST THE LIQUIDATION DISTRIBUTION PROCEEDS, BUT INSTEAD MUST IMMEDIATELY
DISTRIBUTE THOSE PROCEEDS TO THE IRA BENEFICIARY. THOSE DISTRIBUTIONS COULD HAVE
ADVERSE TAX CONSEQUENCES FOR THE BENEFICIARIES OF SUCH IRAS, WHO ARE URGED TO
CONSULT WITH THEIR OWN TAX ADVISERS REGARDING THE TAX CONSEQUENCES OF THOSE
DISTRIBUTIONS.
REQUIRED VOTE. Approval of the Liquidation Plan requires the affirmative
vote of the lesser of (1) 67% of Pacific Basin Fund's shares present at a
meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 2.
--------------------------------------------------------------------------------
INFORMATION CONCERNING ADVISER, SUB-ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as each Fund's investment adviser,
and provides other services to the Funds and International Funds. IDI, a
Delaware corporation and wholly owned subsidiary of INVESCO, serves as each
Fund's distributor. INVESCO is a wholly owned subsidiary of INVESCO North
American Holdings, Inc. ("INAH"), 1315 Peachtree Street, N.E., Atlanta, Georgia
30309. INAH is an indirect wholly owned subsidiary of AMVESCAP PLC.(1) The
corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M 4YR, England. INVESCO's and IDI's offices are located at 7800 East
Union Avenue, Denver, Colorado 80237. INVESCO currently serves as investment
adviser of 9 open-end investment companies having approximate aggregate net
assets in excess of $42.4 billion as of July 31, 2000.
The principal executive officers and directors of INVESCO and their
principal occupations are:
----------------------------
(1) The intermediary companies between INAH and AMVESCAP PLC are as follows:
AMVESCAP, Inc., AMVESCAP Group Services, Inc. and AVZ, Inc., each of which is
wholly owned by its immediate parent.
<PAGE>
Mark H. Williamson, Chairman of the Board, President and Chief Executive
Officer, also, Chairman of the Board, President and Chief Executive Officer of
IDI; Charles P. Mayer, Senior Vice President and Director, also, Director of
IDI; Ronald L. Grooms, Senior Vice President, Treasurer and Director, also,
Senior Vice President, Treasurer and Director of IDI; Richard W. Healey, Senior
Vice President and Director, also, Senior Vice President and Director of IDI;
Timothy J. Miller, Senior Vice President and Director, also, Director of IDI;
William J. Galvin, Jr., Senior Vice President and Assistant Secretary, also,
Senior Vice President and Assistant Secretary of IDI; Raymond R. Cunningham,
Senior Vice President, also, Senior Vice President of IDI; and Glen A. Payne,
Senior Vice President, Secretary and General Counsel, also Senior Vice
President, Secretary and General Counsel of IDI.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
INVESCO, as investment adviser, has contracted with INVESCO Asset
Management Limited ("IAML"), as investment sub-adviser, to provide portfolio
investment advisory services to the Funds. The principal executive officers and
directors of IAML and their principal occupations are:
Michael Benson, Chief Executive Officer; Tristan Hillgarth, Director;
Jeremy Lambourne, Director; Dallas McGillivray, Director; Anthony Myers,
Director; Graeme Proudfoot, Director; Hugh Ward, Director; Sarah Bates,
Director; and Michael Perman, Secretary.
The address of each of the foregoing officers and directors is 11
Devonshire Square, London, EC2M 4YR, England.
Pursuant to an Administrative Services Agreement between International
Funds and INVESCO, INVESCO provides administrative services to International
Funds, including sub-accounting and recordkeeping services and functions. For
such services, each Fund pays INVESCO a fee consisting of a base fee of $10,000
per year, plus an additional incremental fee computed at the annual rate of
0.045% per year of the average net assets of that Fund. INVESCO is also paid a
fee by each Fund for providing transfer agent services, including acting as the
International Funds registrar, transfer agent, and dividend dispersing agent.
During the fiscal year ended October 31, 1999, International Funds paid INVESCO
total compensation of $3,041,485 for such services.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the intention
that proxies that do not contain specific instructions to the contrary will be
voted on such matters in accordance with the judgment of the persons designated
in the proxies.
SHAREHOLDERS PROPOSALS
International Funds does not hold annual meetings of shareholders.
Shareholders wishing to submit proposals for inclusion in a proxy statement and
form of proxy for a subsequent shareholders' meeting should send their written
proposals to the Secretary of International Funds, 7800 East Union Avenue,
<PAGE>
Denver, Colorado 80237. International Funds has not received any shareholder
proposals to be presented at this Meeting.
By Order of the Board of Directors,
/s/ Glen A. Payne
Glen A. Payne
Secretary
September 29, 2000
<PAGE>
APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of September 20, 2000, by each beneficial owner
of 5% or more of a Fund's outstanding equity securities.
Beneficial owners of 5% or more of INVESCO Latin American Growth Fund
Name and Address Amount and Nature Percentage
---------------- of Ownership ----------
------------
Charles Schwab & Co. Inc. 713,262.2550 36.55%
Special Custody Account for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Beneficial owners of 5% or more of INVESCO Pacific Basin Fund
Name and Address Amount and Nature Percentage
---------------- of Ownership ----------
------------
Charles Schwab & Co. Inc. 2,311,111.4640 31.84%
Special Custody Account for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
<PAGE>
APPENDIX B
PLAN OF LIQUIDATION AND TERMINATION
[INVESCO LATIN AMERICAN GROWTH FUND / INVESCO PACIFIC BASIN FUND]
THIS PLAN OF LIQUIDATION AND TERMINATION ("Plan") is made by INVESCO
International Funds, Inc., a Maryland open-end investment company
("Corporation"), with respect to [INVESCO Latin American Growth Fund/INVESCO
Pacific Basin Fund], a segregated portfolio of assets ("series") thereof
("Fund").
WHEREAS, the Corporation's board of directors ("Board") has determined
that liquidation and termination of the Fund is in the best interests of the
Corporation and the Fund and thus has adopted this Plan; and
WHEREAS, pursuant to Article III, Section 3, Paragraph (f) of the
Corporation's Articles of Amendment and Restatement of the Articles of
Incorporation, the Board may authorize the liquidation of shares of any series
of stock from its shareholders; and
WHEREAS, liquidation of the Fund as a series of the Corporation requires
the affirmative vote of the lesser of (1) 67% of the Fund's shares present at a
meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares ("Required Vote").
NOW THEREFORE, this Plan shall be effective upon receipt of the Required
Vote.
Article I. ACTIONS TO BE TAKEN PRIOR TO LIQUIDATION
(a) As directed by the Board, the Fund shall proceed with the business of
winding up its affairs.
(b) The Board shall authorize the appropriate parties to wind up the
Fund's affairs, and all the powers of the Corporation's directors under its
Articles of Incorporation and by-laws shall continue with respect to the Fund
until its affairs have been wound up, including the powers to (i) fulfill or
discharge the Fund's contracts, (ii) collect the Fund's assets, (iii) sell,
convey, assign, exchange, transfer, or otherwise dispose of all or any part of
the remaining property of the Fund to one or more persons at public or private
sale for consideration that may consist in whole or in part of cash, securities,
or other property of any kind, (iv) discharge or pay the Fund's liabilities, (v)
prosecute, settle, or compromise claims of the Fund or to which the Fund is
subject, (vi) file final state and federal tax returns for the Fund, (vii) mail
notice to all known creditors and employees, if any, of the Fund, at their
respective addresses shown on the Fund's records, and (viii) do all other acts
necessary or appropriate to wind up the Fund's business.
(c) As directed by the Board, the Corporation shall make one or two
liquidating distributions to the Fund's shareholders of record as of the date of
receipt of the Required Vote (individually a "Shareholder" and collectively
"Shareholders") in regards to the cancellation and redemption of Shareholders'
<PAGE>
Fund shares. The amount of each liquidating distribution to each
Shareholder shall be in proportion to the number of the Fund's shares held
thereby.
Article II. FILINGS WITH THE STATE OF MARYLAND
(a) The Board shall authorize the appropriate parties to file for and
obtain (i) a tax clearance certificate from the Comptroller of the Treasury of
Maryland or the collector of taxes stating that all taxes payable by the Fund
have been paid or provided for and (ii) if the Fund has employees, a certificate
from the Secretary of Economic and Employment Development of Maryland stating
that all unemployment insurance contributions, reimbursement payments, and
interest have been paid or provided for.
(b) Upon cancellation of the Fund's shares, the Board shall
authorize the appropriate parties to file Articles Supplementary with the
Maryland Department of Assessments and Taxation to eliminate the total number of
shares of stock allocated to the Fund and decrease, by an identical amount, the
aggregate number of shares of stock the Corporation has authority to issue.
Article III. LIQUIDATION PROCEDURES
(a) The Board shall authorize all actions to be taken such that the Fund
will apply its assets to the payment of all its existing debts and obligations,
including necessary expenses of redeeming and canceling the Fund's shares.
(b) On the date of receipt of the Required Vote, the interest of each
Shareholder shall be fixed and the books of the Fund shall be closed.
(c) As soon as reasonably practicable after (1) receipt of the Required
Vote, (2) paying or adequately providing for the payment of the Fund's
liabilities, and (3) receipt of such releases, indemnities, and refunding
agreements as the Board deems necessary for its protection, the Board shall
cause the remaining assets of the Fund to be distributed in one or two (if
necessary) distributions of cash payments, with Shareholders receiving their
proportionate shares of each payment, in regards to the cancellation and
redemption of their Fund shares.
(d) If the Board is unable to make distributions to all the Shareholders
because of the inability to locate Shareholders to whom distributions in
cancellation and redemption of the Fund's shares are payable, the Board may
create, in the name and on behalf of the Fund, a trust with a financial
institution and, subject to applicable abandoned property laws, deposit all
remaining assets of the Fund in a trust for the benefit of the Fund's
Shareholders that cannot be located. The expenses of the trust shall be charged
against the assets therein.
Article IV. AMENDMENT OF THIS PLAN
The Board may authorize variations from, or amendments of, the provisions
of this Plan (other than the terms of the liquidating distributions) that it
deems necessary or appropriate to effect the distributions in cancellation
<PAGE>
and redemption of the Fund's shares and the liquidation and termination of
the Fund's existence.
Article V. EXPENSES
INVESCO Funds Group, Inc. shall bear 100% of all the expenses incurred in
connection with carrying out this Plan, including the cost of soliciting
proxies, liquidating the Fund's assets, and terminating the Fund's existence.
<PAGE>
[INVESCO ICON] INVESCO FUNDS
INVESCO FUNDS GROUP, INC.
P.O. BOX 173706
DENVER, CO 80217-3706
[Name and Address]
INVESCO LATIN AMERICAN GROWTH FUND
INVESCO INTERNATIONAL FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 27, 2000
This proxy is being solicited on behalf of the Board of Directors of
INVESCO International Funds, Inc. (the "Company") and relates to the proposals
disclosed in the accompanying Proxy Statement with respect to the Company and to
all classes of the INVESCO Latin American Growth Fund, a series of the Company
("Fund"). The undersigned hereby appoints as proxies Fred A. Deering and Mark H.
Williamson, and each of them (with power of substitution), to vote all shares of
common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on November 27,
2000, at the offices of the Company, 7800 East Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal relating to the Fund with discretionary power to vote upon
such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903
TOLL FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO LATIN AMERICAN GROWTH FUND
INVESCO INTERNATIONAL FUNDS, INC.
VOTE ON PROPOSAL FOR AGAINST ABSTAIN
1. Approval of a Plan of Liquidation and Termination ___ ___ ___
of the Fund.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903
TOLL FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each must sign. Attorneys-in-fact, executors, administrators, etc.
should so indicate. If shareholder is a corporation or partnership, please sign
in full corporate or partnership name by authorized person.
------------------------------------------------- ------------------------------
Signature Date
------------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[INVESCO ICON] INVESCO FUNDS
INVESCO FUNDS GROUP, INC.
P.O. BOX 173706
DENVER, CO 80217-3706
[Name and Address]
INVESCO PACIFIC BASIN FUND
INVESCO INTERNATIONAL FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 27, 2000
This proxy is being solicited on behalf of the Board of Directors of
INVESCO International Funds, Inc. (the "Company") and relates to the proposals
disclosed in the accompanying Proxy Statement with respect to the Company and to
all classes of the INVESCO Pacific Basin Fund, a series of the Company ("Fund").
The undersigned hereby appoints as proxies Fred A. Deering and Mark H.
Williamson, and each of them (with power of substitution), to vote all shares of
common stock of the undersigned in the Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on November 27,
2000, at the offices of the Company, 7800 East Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal relating to the Fund with discretionary power to vote upon
such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903
TOLL FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO PACIFIC BASIN FUND
INVESCO INTERNATIONAL FUNDS, INC.
VOTE ON PROPOSAL FOR AGAINST ABSTAIN
1. Approval of a Plan of Liquidation and Termination ___ ___ ___
of the Fund.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903
TOLL FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each must sign. Attorneys-in-fact, executors, administrators, etc.
should so indicate. If shareholder is a corporation or partnership, please sign
in full corporate or partnership name by authorized person.
------------------------------------------------- ------------------------------
Signature Date
------------------------------------------------- ------------------------------
Signature (Joint Owners) Date