INVESCO INTERNATIONAL FUNDS INC
DEFS14A, 2000-09-29
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                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant                           _X_
Filed by a party other than the Registrant        ___

Check the appropriate box:
___   Preliminary Proxy Statement
___   Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))
_X_   Definitive Proxy Statement
___   Definitive Additional Materials
___   Soliciting Material Pursuant to Section 240.14a-11(c) or Section
        240.14a-12

                        INVESCO INTERNATIONAL FUNDS, INC.

--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)



--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

_X_   No fee required
___   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      1.    Title of each class of securities to which transaction applies:
      2.    Aggregate number of securities to which transaction applies:
      3.    Per unit price or other  underlying  value of transaction  computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):
      4.    Proposed maximum aggregate value of transaction:
      5.    Total fee paid:

___   Fee paid previously with preliminary materials.

___   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      1.    Amount Previously Paid:
      2.    Form, Schedule or Registration Statement No.:
      3.    Filing Party:
      4.    Date Filed:

<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.)

                                 ---------------

                                    NOTICE OF
                         SPECIAL MEETING OF SHAREHOLDERS
                                November 27, 2000

                                 ---------------


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>


-------------------------------------------------------------------------------
                             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.

--------------------------------------------------------------------------------

<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

                                   -----------

                                 PROXY STATEMENT

                         SPECIAL MEETING OF SHAREHOLDERS
                                NOVEMBER 27, 2000

                                   -----------

                               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.

           -----------------------------------------------------------




      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









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