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:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INVESCO VARIABLE INVESTMENT FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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: ___________________________________
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INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF Dynamics Fund
INVESCO VIF Growth Fund
INVESCO VIF Health Sciences Fund
INVESCO VIF High Yield Fund
INVESCO VIF Industrial Income Fund
INVESCO VIF Realty Fund
INVESCO VIF Small Company Growth Fund
INVESCO VIF Technology Fund
INVESCO VIF Total Return Fund
INVESCO VIF Utilities Fund
March 23, 1999
Dear Shareholder:
The attached proxy materials seek your approval to make certain changes in
the fundamental investment restrictions of INVESCO VIF Dynamics Fund, INVESCO
VIF Growth Fund, INVESCO VIF Health Sciences Fund, INVESCO VIF High Yield Fund,
INVESCO VIF Industrial Income Fund, INVESCO VIF Realty Fund, INVESCO VIF Small
Company Growth Fund, INVESCO VIF Technology Fund, INVESCO VIF Total Return Fund
and INVESCO VIF Utilities Fund (each a "Fund" and, collectively, the "Funds"),
each a series of INVESCO Variable Investment Funds, Inc. (the "Company"), to
elect directors of the Company, and to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of each Fund.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
The board believes that the proposed changes are in the best interests of the
Funds. You are being asked to approve certain changes to the fundamental
investment restrictions of the Funds that will modernize their fundamental
investment restrictions and make them more uniform with those of the other
INVESCO Funds. The attached proxy materials provide more information about the
proposed changes in fundamental investment restrictions and the other matters
you are being asked to vote upon.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your
shares early will permit INVESCO Variable Investment Funds, Inc. to avoid costly
follow-up mail and telephone solicitation. After reviewing the attached
materials, please complete, date, and sign your proxy card and mail it in the
enclosed return envelope promptly. As an alternative to using the paper proxy
card to vote, you may vote by telephone, by facsimile, through the Internet, or
in person.
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Very truly yours,
Mark H. Williamson
President
INVESCO Variable Investment Funds, Inc.
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INVESCO VARIABLE INVESTMENT FUNDS, INC.
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS OF
INVESCO VIF Dynamics Fund
INVESCO VIF Growth Fund
INVESCO VIF Health Sciences Fund
INVESCO VIF High Yield Fund
INVESCO VIF Industrial Income Fund
INVESCO VIF Realty Fund
INVESCO VIF Small Company Growth Fund
INVESCO VIF Technology Fund
INVESCO VIF Total Return Fund
INVESCO VIF Utilities Fund
May 20, 1999
To The Shareholders:
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of INVESCO VIF Dynamics Fund, INVESCO VIF Growth Fund, INVESCO VIF
Health Sciences Fund, INVESCO VIF High Yield Fund, INVESCO VIF Industrial Income
Fund, INVESCO VIF Realty Fund, INVESCO VIF Small Company Growth Fund, INVESCO
VIF Technology Fund, INVESCO VIF Total Return Fund, and INVESCO VIF Utilities
Fund (each a "Fund" and, collectively, the "Funds"), each a series of INVESCO
Variable Investment Funds, Inc. (the "Company"), will be held on May 20, 1999,
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 each Fund voting separately, to approve certain changes to the
fundamental investment restrictions of each Fund;
(2) For the Funds voting together, to elect directors of the Company.
(3) For each Fund voting separately, to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of each Fund; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
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You are entitled to vote at the Meeting and any adjournment thereof if you
owned shares of any Fund at the close of business on March 12, 1999. If you
attend the Meeting, you may vote your shares in person. If you do not expect to
attend the Meeting, please complete, date, sign, and return the enclosed proxy
card in the enclosed postage-paid envelope.
By Order of the Board of Directors,
Glen A. Payne
Secretary
INVESCO Variable Investment Funds, Inc.
March 23, 1999
Denver, Colorado
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided. IF YOU DATE, SIGN, AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing in your proxy card
promptly. As an alternative to using the paper proxy card to vote, you may vote
by telephone, through the Internet, by facsimile machine or in person. To vote
by telephone, please call 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 1-516-254-7564. If we do not
receive your completed proxy card after several weeks, you may be contacted by
our proxy solicitor, Shareholder Communications Corporation. Our proxy solicitor
will remind you to vote your shares or will record your vote over the phone if
you choose to vote in that manner. You may also call Shareholder Communications
Corporation directly at 1-800-525-8085 and vote by phone.
Unless proxy cards submitted by corporations and partnerships are signed by the
appropriate persons as indicated in the voting instructions on the proxy card,
they will not be voted.
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INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF Dynamics Fund
INVESCO VIF Growth Fund
INVESCO VIF Health Sciences Fund
INVESCO VIF High Yield Fund
INVESCO VIF Industrial Income Fund
INVESCO VIF Realty Fund
INVESCO VIF Small Company Growth Fund
INVESCO VIF Technology Fund
INVESCO VIF Total Return Fund
INVESCO VIF Utilities Fund
7800 East Union Avenue
Denver, Colorado 80237
(Toll Free) 1-800-646-8372
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PROXY STATEMENT
Special Meeting of Shareholders
May 20, 1999
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VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO VIF
Dynamics Fund ("Dynamics Fund"), INVESCO VIF Growth Fund ("Growth Fund"),
INVESCO VIF Health Sciences Fund ("Health Sciences Fund"), INVESCO VIF High
Yield Fund ("High Yield Fund"), INVESCO VIF Industrial Income Fund ("Industrial
Income Fund"), INVESCO VIF Realty Fund ("Realty Fund"), INVESCO VIF Small
Company Growth Fund ("Small Company Growth Fund"), INVESCO VIF Technology Fund
("Technology Fund"), INVESCO VIF Total Return Fund ("Total Return Fund") and
INVESCO VIF Utilities Fund ("Utilities Fund") (each a "Fund" and, collectively,
the "Funds"), each a series of INVESCO Variable Investment Funds, Inc. (the
"Company"), in connection with the solicitation of proxies from shareholders of
the Funds by the board of directors (the "Board") of the Company for use at a
special meeting of shareholders to be held on May 20, 1999 (the "Meeting"), and
at any adjournment of the Meeting. This Proxy Statement will first be mailed to
shareholders on or about March 23, 1999.
For each Fund, one-third of the Fund's shares outstanding on March 12,
1999 (the "Record Date"), represented in person or by proxy, must be present for
the transaction of business at the Meeting. If a quorum is not present at the
Meeting or a quorum is present but sufficient votes to approve one or more of
the proposals set forth in this Proxy Statement are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
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affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR any proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST that proposal against such
adjournment. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if a quorum is present with
respect to each proposal, sufficient votes have been received, and it is
otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present or outstanding. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you date, sign, and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of each of
the proposals and the duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Meeting. The proxy card may be revoked
by giving another proxy or by letter or telegram revoking the initial proxy. To
be effective, revocation must be received by the Company prior to the Meeting
and must indicate your name and account number. If you attend the Meeting in
person you may, if you wish, vote by ballot at the Meeting, thereby canceling
any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than
one account in a Fund listed under the same social security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, each Fund had the following shares of common stock
outstanding: _________ (Dynamics Fund); _________ (Growth Fund); ________
(Health Sciences Fund); _________ (High Yield Fund); _________ (Industrial
Income Fund); _________ (Realty Fund); _________ (Small Company Growth Fund);
_________ (Technology Fund); _________ (Total Return Fund); and _________
(Utilities Fund). The solicitation of proxies, the cost of which will be borne
half by INVESCO Funds Group, Inc. ("INVESCO"), the investment adviser and
transfer agent of the Funds, and half by the Funds, will be made primarily by
mail but will also 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 Funds, or
by Shareholder Communications Corporation, professional proxy solicitors, which
will be paid fees and expenses of up to approximately [$9,300] for soliciting
services. If votes are recorded by telephone, Shareholder Communications
Corporation will use procedures designed to authenticate shareholders'
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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 THE COMPANY'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS,
INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO
INVESCO DISTRIBUTORS, INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY
CALLING TOLL-FREE 1-800-646-8372.
Except as set forth in Appendix A, INVESCO does not know of any person who
owns beneficially 5% or more of the shares of any Fund. Directors and officers
of the Company own in the aggregate less than 1% of the shares of each Fund.
VOTE REQUIRED. Approval of Proposal 1 with respect to a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). This means that for each Fund, Proposal 1 must be approved by the lesser
of (i) 67% of that Fund's shares present at a meeting of shareholders if the
owners of more than 50% of that Fund's shares then outstanding are present in
person or by proxy or (ii) more than 50% of that Fund's outstanding shares. A
plurality of the votes of the Company cast at the meeting is sufficient to
approve Proposal 2. Approval of Proposal 3 with respect to a Fund requires the
affirmative vote of a majority of the votes of that Fund present at the Meeting,
provided a quorum is present with respect to that Fund. Each outstanding full
share of each Fund is entitled to one vote, and each outstanding fractional
share thereof is entitled to a proportionate fractional share of one vote. If
any Proposal is not approved by the requisite vote of shareholders of a Fund or
the Company, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies.
PROPOSAL 1. TO APPROVE AMENDMENTS TO THE FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUNDS
As required by the 1940 Act, each Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in the
Funds' Statement of Additional Information. These fundamental restrictions may
be changed only with shareholder approval. Restrictions that a Fund has not
specifically designated as fundamental are considered to be "non-fundamental"
and may be changed by the Board of the Company without shareholder approval.
Some of the Funds' fundamental restrictions reflect past regulatory,
business or industry conditions, practices or requirements that are no longer in
effect. Also, as other INVESCO Funds have been created over the years, these
funds have adopted substantially similar fundamental restrictions that often
have been phrased in slightly different ways, resulting in minor but unintended
differences in effect or potentially giving rise to unintended differences in
interpretation. Accordingly, the Board has approved revisions to the Funds'
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fundamental restrictions in order to simplify, modernize and make the Funds'
fundamental restrictions more uniform with those of the other INVESCO Funds.
The Board believes that eliminating the disparities among the INVESCO
Funds' fundamental restrictions will enhance management's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and investment
environments and permit directors to review and monitor investment policies more
easily. In addition, standardizing the fundamental investment restrictions of
the INVESCO Funds will assist the INVESCO Funds in making required regulatory
filings in a more efficient and cost-effective way. Although the proposed
changes in fundamental restrictions will allow each Fund greater investment
flexibility to respond to future investment opportunities, the Board does not
anticipate that the changes, individually or in the aggregate, will result at
this time in a material change in the level of investment risk associated with
an investment in that Fund.
The text and a summary description of each proposed change to each Fund's
fundamental restrictions are set forth below, together with the text of each
current corresponding fundamental restriction. The text below also describes any
non-fundamental restrictions that would be adopted by the Board in conjunction
with the revision of certain fundamental restrictions. Any non-fundamental
restriction may be modified or eliminated by the Board at any future date
without further shareholder approval.
If approved by the shareholders of a Fund at the Meeting, the proposed
changes to a Fund's fundamental restrictions will be adopted by the Fund. The
Funds' Statement of Additional Information will be revised to reflect those
changes as soon as practicable following the Meeting.
A. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION
Each Fund's current fundamental restriction on issuer diversification is
as follows:
The Fund may not, with respect to seventy-five percent (75%) of
its total assets, purchase the securities of any one issuer
(except cash items and "government securities" as defined under
the 1940 Act), if the purchase would cause the Fund to have more
than 5% of the value of its total assets invested in the
securities of such issuer or to own more than 10% of the
outstanding voting securities of such issuer.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not, with respect to 75% of the Fund's total
assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities, or securities of other
investment companies) if, as a result, (i) more than 5% of the
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Fund's total assets would be invested in the securities of that
issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer.
The primary purpose of the revision is to revise the Funds' fundamental
restriction on issuer diversification to conform to a restriction that is
expected to become standard for all INVESCO Funds. If the proposed revision is
approved, a Fund could invest without limit in other investment companies to the
extent permitted by the 1940 Act. The proposed change would standardize the
language of the Funds' fundamental restriction on issuer diversification and
provide the Funds' managers with greater investment flexibility.
B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION AND
ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON INDUSTRY CLASSIFICATION OF
DOMESTIC AND FOREIGN BANKING
Each Fund's current fundamental restriction on industry concentration is
as follows:
The Fund may not invest more than 25% of the value of its total
assets in any particular industry (other than government
securities), except that: (i) the Utilities Fund may invest more
than 25% of the value of its total assets in public utilities
industries; (ii) the Health Sciences Fund may invest more than
25% of the value of its total assets in one or more industries
relating to health care; (iii) the Technology Fund may invest
more than 25% of the value of its total assets in the technology
industry; and (iv) the Realty Fund may invest more than 25% of
the value of its total assets in the real estate industry.
The Board recommends that shareholders of each Fund except the Utilities
Fund, the Health Sciences Fund, the Technology Fund and the Realty Fund vote to
replace that Fund's current fundamental restriction with the following
fundamental restriction:
The Fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or municipal
securities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry.
The Board recommends that shareholders of the Utilities Fund vote to
replace the Utilities Fund's current fundamental restriction with the following
fundamental restriction:
The Fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or municipal
securities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except
that the Fund may invest more than 25% of the value of its total
assets in public utilities industries.
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The Board recommends that shareholders of the Health Sciences Fund vote to
replace the Health Sciences Fund's current fundamental restriction with the
following fundamental restriction:
The Fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or municipal
securities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except
that the Fund may invest more than 25% of the value of its total
assets in one or more industries relating to health care.
The Board recommends that shareholders of the Technology Fund vote to
replace the Technology Fund's current fundamental restriction with the following
fundamental restriction:
The Fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or municipal
securities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except
that the Fund may invest more than 25% of the value of its total
assets in the technology industry.
The Board recommends that shareholders of the Realty Fund vote to replace
the Realty Fund's current fundamental restriction with the following fundamental
restriction:
The Fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or municipal
securities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except
that the Fund may invest more than 25% of the value of its total
assets in the real estate industry.
If the proposed revisions are approved, the Board will also adopt the
following non-fundamental restriction:
With respect to fundamental limitation (3), domestic and foreign
banking will be considered to be different industries.
The primary purpose of the modification is to eliminate minor differences
in the wording of the INVESCO Funds' current restrictions on concentration for
greater uniformity and to avoid unintended limitations without materially
altering the restriction. It is not expected that this revision will lead to any
changes in the Funds' practices with respect to investment concentration.
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C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES
Each Fund's current fundamental restriction on underwriting securities is
as follows:
The Fund may not act as an underwriter of securities issued by
others, except to the extent that it may be deemed an
underwriter in connection with the disposition of portfolio
securities of the Fund.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not underwrite securities of other issuers, except
insofar as it may be deemed to be an underwriter under the
Securities Act of 1933, as amended, in connection with the
disposition of the Fund's portfolio securities.
The purpose of the proposal is to eliminate minor differences in the
wording of each Fund's current fundamental restriction on underwriting for
greater uniformity with the fundamental restrictions of other INVESCO Funds and
to avoid unintended limitations.
D. MODIFICATION OF FUNDAMENTAL RESTRICTION ON BORROWING AND ADOPTION OF
NON-FUNDAMENTAL RESTRICTION ON BORROWING.
Each Fund's current fundamental restriction on borrowing securities is as
follows:
The Fund may not borrow money, except that the Fund may borrow
money for temporary or emergency purposes (not for leveraging or
investment) and may enter into reverse repurchase agreements in
an aggregate amount not exceeding 33 1/3% of the value of its
total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that come to exceed 33
1/3% of the value of the Fund's total assets by reason of a
decline in net assets will be reduced within three business days
to the extent necessary to comply with the 33 1/3% limitation.
This restriction shall not prohibit deposits of assets to margin
or guarantee positions in futures, options, swaps or forward
contracts, or the segregation of assets in connection with such
contracts.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not borrow money, except that the Fund may borrow
money in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than
borrowings).
The primary purpose of the proposal is to eliminate differences between
the INVESCO Funds' current restrictions on borrowing and those imposed by the
1940 Act. Currently, each Fund's fundamental restriction is significantly more
limiting than the restrictions imposed by the 1940 Act in that it limits the
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purposes for which each Fund may borrow money to "temporary or emergency
purposes." The proposed revision would eliminate the restrictions on the
purposes for which each Fund may borrow money. The Board believes that this
approach, making each Fund's fundamental restriction on borrowing no more
limiting than is required under the 1940 Act, will maximize each Fund's
flexibility for future contingencies.
If the proposal is approved, the Board will adopt a non-fundamental policy
with respect to borrowing for each Fund as follows:
The Fund may borrow only from a bank or from an open-end
management investment company managed by INVESCO Funds Group,
Inc. or an affiliate or a successor thereof for temporary or
emergency purposes (not for leveraging or investing) or by
engaging in reverse repurchase agreements with any party
(reverse repurchase agreements will be treated as borrowings for
purposes of fundamental limitation (2)).
The non-fundamental restriction reflects the current policy of the Funds
that borrowing may only be done for temporary or emergency purposes. In addition
to borrowing from banks, as permitted by the Funds' current policy, the
non-fundamental restriction would permit the Funds to borrow from open-end funds
managed by INVESCO or an affiliate or successor thereof. The Funds would not be
able to do so, however, unless they obtain permission for such borrowings from
the SEC. The non-fundamental restriction also clarifies that reverse repurchase
agreements will be treated as borrowings.
The Board believes that this approach, making each Fund's fundamental
restriction on borrowing no more limiting than is required under the 1940 Act,
while incorporating more strict limits on borrowing in a non-fundamental
restriction, will maximize the Fund's flexibility for future contingencies.
E. ADOPTION OF FUNDAMENTAL RESTRICTION ON ISSUANCE OF SENIOR SECURITIES
The Funds currently have no fundamental restriction regarding the issuance
of senior securities. The Board recommends that shareholders of each Fund vote
to adopt the following fundamental restriction:
The Fund may not issue senior securities, except as permitted
under the Investment Company Act of 1940.
The primary purpose of the proposal is to adopt a fundamental restriction
indicating the extent to which the Funds may issue "senior securities," a term
that is generally defined to refer to fund obligations that have a priority over
a fund's shares with respect to the distribution of fund assets or the payment
of dividends. The Board believes that the adoption of the proposed fundamental
restriction, which does not specify the manner in which senior securities may be
issued and is no more limiting than is required under the 1940 Act, would
maximize the Funds' borrowing flexibility for future contingencies and would
conform to the fundamental restrictions of the other INVESCO Funds on the
issuance of senior securities.
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F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON LOANS
Each Fund's current fundamental restriction on loans is as follows:
The Fund may not lend any security or make any other loan if, as
a result, more than 33 1/3% of its total assets would be lent to
other parties (but this limitation does not apply to purchases
of commercial paper, debt securities or to repurchase
agreements).
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not lend any security or make any loan if, as a
result, more than 33 1/3 % of its total assets would be lent to
other parties, but this limitation does not apply to the
purchase of debt securities or to repurchase agreements.
The primary purpose of the proposal is to eliminate minor differences in
the wording of the INVESCO Funds' current restrictions on loans to achieve
greater uniformity. The proposed changes to this fundamental restriction are
relatively minor and would have no substantial effects on any Fund's lending
activities or other investments.
G. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMMODITIES
Each Fund's current fundamental restriction on the purchase of commodities
is as follows:
The Fund may not purchase or sell physical commodities other
than foreign currencies unless acquired as a result of ownership
of securities (but this shall not prevent the Fund from
purchasing or selling options, futures, swaps and forward
contracts or from investing in securities or other instruments
backed by physical commodities).
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not purchase or sell physical commodities; however,
this policy shall not prevent the Fund from purchasing and
selling foreign currency, futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial
instruments.
The proposed changes to this investment restriction are intended to
conform the restriction to those of the other INVESCO Funds and to ensure that
each Fund will have the maximum flexibility to enter into hedging or other
transactions utilizing financial contracts and derivative products when doing so
is permitted by operating policies established for the Funds by the Board. Due
to the rapid and continuing development of derivative products and the
9
<PAGE>
possibility of changes in the definition of "commodities," particularly in the
context of the jurisdiction of the Commodities Futures Trading Commission, it is
important for each Fund's fundamental restriction to be flexible enough to allow
it to enter into hedging and other transactions using these products when doing
so is deemed appropriate by INVESCO and is within the investment parameters
established by the Board. To maximize that flexibility, the Board recommends
that each Fund's fundamental restriction on commodities investments be clear in
permitting the use of derivative products, even if the applicable
non-fundamental investment restrictions of that Fund currently would not allow
investment in one or more of the permitted transactions. The modification is not
intended otherwise to modify any Fund's existing restriction on the purchase or
sale of physical commodities.
H. MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS
The current fundamental restriction on real estate investments for each
Fund except the Realty Fund is as follows:
The Fund may not invest directly in real estate or interests in
real estate; however, the Fund may own debt or equity securities
issued by companies engaged in those businesses.
The current fundamental restriction on real estate investments for the
Realty Fund is as follows:
The Fund may not invest directly in real estate or interests in
real estate; however, the Fund may own debt or equity securities
issued by companies engaged in those businesses. This
restriction shall not prohibit the Realty Fund from directly
holding real estate if such real estate is acquired by that Fund
as a result of a default on debt securities held by that Fund.
The Board recommends that shareholders of each Fund except the Realty Fund
vote to replace that Fund's current fundamental restriction with the following
fundamental restriction:
The Fund will not purchase or sell real estate unless acquired
as a result of ownership of securities or other instruments (but
this shall not prevent the Fund from investing in securities or
other instruments backed by real estate or securities of
companies engaged in the real estate business).
The Board recommends that shareholders of the Realty Fund vote to replace
the Realty Fund's current fundamental restriction with the following fundamental
restriction:
The Fund will not purchase or sell real estate unless acquired
as a result of ownership of securities or other instruments (but
this shall not prevent the Fund from investing in securities or
other instruments backed by real estate or securities of
companies engaged in the real estate business). This restriction
shall not prohibit the Fund from directly holding real estate if
such real estate is acquired by the Fund as a result of a
default on debt securities held by the Fund.
10
<PAGE>
In addition to conforming each Fund's fundamental restriction to that of
the other INVESCO Funds, the proposed amendment of each Fund's fundamental
restriction on investment in real estate more completely describes the types of
real estate-related securities investments that are permissible for the Funds
and would permit the Funds to purchase or sell real estate acquired as a result
of ownership of securities or other instruments (e.g., through foreclosure on a
mortgage in which a Fund directly or indirectly holds an interest). The Board
believes that this clarification will make it easier for decisions to be made
concerning each Fund's investments in real estate-related securities without
materially altering the general restriction on direct investments in real estate
or interests in real estate.
I. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN ANOTHER INVESTMENT
COMPANY
Each Fund's current fundamental restriction regarding investment in
another investment company is as follows:
The Fund may, notwithstanding any other investment policy or
limitation (whether or not fundamental), invest all of its
assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objectives, policies and limitations as the Fund.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities
of a single open-end management investment company managed by
INVESCO Funds Group, Inc. or an affiliate or a successor
thereof, with substantially the same fundamental investment
objective, policies and limitations as the Fund.
The proposed revision to each Fund's current fundamental restriction would
ensure that the INVESCO Funds have uniform policies permitting each Fund to
adopt a "master/feeder" structure whereby one or more INVESCO Funds invest all
of their assets in another INVESCO Fund. The master/feeder structure has the
potential, under certain circumstances, to minimize administration costs and
maximize the possibility of gaining a broader investor base. Currently, none of
the INVESCO Funds intend to establish a master/feeder structure; however, the
Board recommends that each Fund's shareholders adopt a restriction that would
permit this structure in the event that the Board determines to recommend the
adoption of a master/feeder structure by any Fund. The proposed revision, unlike
the current restriction, would require that any fund in which a Fund may invest
under a master/feeder structure be advised by INVESCO or an affiliate thereof.
11
<PAGE>
REQUIRED VOTE. Approval of Proposal 1 with respect to each Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of
that Fund, which for this purpose means the affirmative vote of the lesser of
(i) 67% or more of the shares of that Fund present at the Meeting or represented
by proxy if more than 50% of the outstanding shares of that Fund are so present
or represented, or (ii) more than 50% of the outstanding shares of that Fund.
SHAREHOLDERS WHO VOTE "FOR" PROPOSAL 1 WILL VOTE "FOR" EACH PROPOSED CHANGE
DESCRIBED ABOVE. THOSE SHAREHOLDERS WHO WISH TO VOTE AGAINST ANY OF THE SPECIFIC
PROPOSED CHANGES DESCRIBED ABOVE MAY DO SO ON THE PROXY PROVIDED. ONLY THOSE
SPECIFIC PROPOSED CHANGES APPROVED BY THE REQUIRED VOTE WILL BECOME EFFECTIVE.
THE BOARD UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
-----------------
PROPOSAL 2. TO ELECT THE DIRECTORS OF THE COMPANY
----------
The Board has nominated the individuals identified below for election to
the Board at the Meeting. The Company currently has ten directors. Vacancies on
the Board are generally filled by appointment by the remaining directors.
However, the 1940 Act provides that vacancies may not be filled by directors
unless thereafter at least two-thirds of the directors shall have been elected
by shareholders. To ensure continued compliance with this rule without incurring
the expense of calling additional shareholder meetings, shareholders are being
asked at this Meeting to elect the current ten directors to hold office until
the next meeting of shareholders. Consistent with the provisions of the
Company's by-laws, and as permitted by Maryland law, the Company does not
anticipate holding annual shareholder meetings. Thus, the directors will be
elected for indefinite terms, subject to termination or resignation. Each
nominee has indicated a willingness to serve if elected. If any of the nominees
should not be available for election, the persons named as proxies (or their
substitutes) may vote for other persons in their discretion. Management has no
reason to believe that any nominee will be unavailable for election.
All of the Independent Directors (i.e., directors who are not "interested
persons" of the Company, as such term is defined in the 1940 Act) now being
proposed for election were nominated and selected by Independent Directors.
Eight of the ten current directors are Independent Directors.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Company that unless a proxy instructs them to withhold authority to vote for
all listed nominees or for any individual nominee, they will vote all validly
executed proxies for the election of the nominees named below.
The nominees for director, their ages, a description of their principal
occupations, the number of Company shares owned by each, and their respective
memberships on Board committees are listed in the table below.
12
<PAGE>
Director Number of
or Company Shares
Executive Beneficially
Principal Occupation and Officer Owned Directly
Name, Position Business Experience of the or Indirectly Member
with the (during the past five Company on Dec. 31, of
Company, and Age years) Since 1998(1) Committee
- ---------------- ------------------------- -------- ------------ ---------
CHARLES W. Chief Executive Officer 1993 0 (3), (5),
BRADY, Chairman and Director of AMVESCAP (6)
of the Board, PLC, London, England, and
Age 63* of various subsidiaries
thereof. Chairman of the
Board of INVESCO Global
Health Sciences Fund.
FRED A. Trustee of INVESCO Global 1993 82.649 (2), (3),
DEERING, Vice Health Sciences Fund. (5)
Chairman of the Formerly, Chairman of the
Board, Age 71 Executive Committee and
Chairman of the Board of
Security Life of Denver
Insurance Company,
Denver, Colorado;
Director of ING American
Holdings Company and
First ING Life Insurance
Company of New York.
MARK H. President, Chief 1998 82.649 (3), (5)
WILLIAMSON, Executive Officer, and
President, Director, INVESCO
Chief Executive Distributors Inc.;
Officer, and President, Chief
Director, Age Executive Officer, and
47* Director, INVESCO;
President, Chief
Operating Officer and
Trustee, INVESCO Global
Health Sciences Fund.
Formerly, Chairman of the
Board and Chief Executive
Officer, NationsBanc
Advisors, Inc.
(1995-1997); Chairman of
the Board, NationsBanc
Investments, Inc.
(1997-1998).
DR. VICTOR L. Professor Emeritus, 1993 82.649 (4), (6),
ANDREWS, Chairman Emeritus and (8)
Director, Age 68 Chairman of the CFO
Roundtable of the
Department of Finance at
Georgia State University,
Atlanta, Georgia and
President, Andrews
Financial Associates,
Inc. (consulting firm).
Formerly, member of the
faculties of the Harvard
Business School and the
Sloan School of
Management of MIT. Dr.
Andrews is also a
director of the Sheffield
Funds, Inc.
BOB R. BAKER, President and Chief 1993 82.649 (3), (4),
Director, Age 62 Executive Officer of AMC (5)
Cancer Research Center,
Denver, Colorado, since
January 1989; until
December 1988, Vice
Chairman of the Board,
First Columbia Financial
Corporation, Englewood,
Colorado. Formerly,
Chairman of the Board and
Chief Executive Officer
of First Columbia
Financial Corporation.
13
<PAGE>
Director Number of
or Company Shares
Executive Beneficially
Principal Occupation and Officer Owned Directly
Name, Position Business Experience of the or Indirectly Member
with the (during the past five Company on Dec. 31, of
Company, and Age years) Since 1998(1) Committee
- ---------------- ------------------------- -------- ------------ ---------
LAWRENCE H. Trust Consultant. Prior 1993 82.649 (2), (6),
BUDNER, to June 1987, Senior Vice (7)
Director, President and Senior
Age 68 Trust Officer, InterFirst
Bank, Dallas, Texas.
DR. WENDY LEE Self-employed (since 1997 82.649 (4), (8)
GRAMM, 1993). Professor of
Director, Economics and Public
Age 54 Administration,
University of Texas at
Arlington. Formerly,
Chairman, Commodities
Futures Trading
Commission (1988-1993);
Administrator for
Information and
Regulatory Affairs,
Office of Management and
Budget (1985-1988);
Executive Director,
Presidential Task Force
on Regulatory Relief;
Director, Federal Trade
Commission Bureau of
Economics. Director of
the Chicago Mercantile
Exchange, Enron
Corporation, IBP, Inc.,
State Farm Insurance
Company, Independent
Women's Forum,
International Republic
Institute, and the
Republican Women's
Federal Forum.
KENNETH T. Presently retired. 1993 82.649 (2), (3),
KING, Director, Formerly, Chairman of the (5), (6),
Age 73 Board of the Capitol Life (7)
Insurance Company,
Providence Washington
Insurance Company, and
Director of numerous U.S.
subsidiaries thereof.
Formerly, Chairman of the
Board of the Providence
Capitol Companies in the
United Kingdom and
Guernsey. Until 1987,
Chairman of the Board,
Symbion Corporation.
JOHN W. Presently retired. 1995 82.649 (2), (3),
MCINTYRE, Formerly, Vice Chairman (5), (7)
Director, of the Board of The
Age 68 Citizens and Southern
Corporation; Chairman of
the Board and Chief
Executive Officer of The
Citizens and Southern
Georgia Corporation;
Chairman of the Board and
Chief Executive Officer
of The Citizens and
Southern National Bank.
Trustee of INVESCO Global
Health Sciences Fund,
Gables Residential Trust,
Employee's Retirement
System of Georgia, Emory
University, and the J.M.
Tull Charitable
Foundation. Director of
Kaiser Foundation Health
Plans of Georgia, Inc.
14
<PAGE>
Director Number of
or Company Shares
Executive Beneficially
Principal Occupation and Officer Owned Directly
Name, Position Business Experience of the or Indirectly Member
with the (during the past five Company on Dec. 31, of
Company, and Age years) Since 1998(1) Committee
- ---------------- ------------------------- -------- ------------ ---------
DR. LARRY SOLL, Presently retired. 1997 82.649 (4), (8)
Director, Formerly, Chairman of
Age 56 the Board (1987-1994),
Chief Executive Officer
(1982-1989 and 1993-1994)
and President (1982-1989)
of Synergen Inc. Director
of Synergen Inc. since
incorporation in 1982.
Director of Isis
Pharmaceuticals, Inc.
Trustee of INVESCO Global
Health Sciences Fund.
*Because of his affiliation with INVESCO, with the Funds' investment adviser, or
with companies affiliated with INVESCO, this individual is deemed to be an
"interested person" of the Company as that term is defined in the 1940 Act.
(1) = As interpreted by the SEC, a security is beneficially owned by a person if
that person has or shares voting power or investment power with respect to that
security. The persons listed have partial or complete voting and investment
power with respect to their respective Fund shares.
(2) = Member of the Audit Committee
(3) = Member of the Executive Committee
(4) = Member of the Management Liaison Committee
(5) = Member of the Valuation Committee
(6) = Member of the Compensation Committee
(7) = Member of the Soft Dollar Brokerage Committee
(8) = Member of the Derivatives Committee
The Board has audit, management liaison, soft dollar brokerage and
derivatives committees consisting of Independent Directors, and compensation,
executive and valuation committees consisting of Independent Directors and
non-independent directors. The Board does not have a nominating committee. The
audit committee, consisting of four Independent Directors, meets quarterly with
the Company's independent accountants and executive officers of the Company.
This committee reviews the accounting principles being applied by the Company in
financial reporting, the scope and adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters. All
of the recommendations of the audit committee are reported to the full Board.
During the intervals between the meetings of the Board, the executive committee
may exercise all powers and authority of the Board in the management of the
Company's business, except for certain powers which, under applicable law and/or
the Company's by-laws, may only be exercised by the full Board. All decisions by
the executive committee are subsequently submitted for ratification by the
Board. The management liaison committee meets quarterly with various management
personnel of INVESCO in order to facilitate better understanding of management
and operations of the Company, and to review legal and operational matters that
have been assigned to the committee by the Board, in furtherance of the Board's
overall duty of supervision. The soft dollar brokerage committee meets
periodically to review soft dollar transactions by the Company, and to review
policies and procedures of the Company's adviser with respect to soft dollar
brokerage transactions. The committee then reports on these matters to the
Board. The derivatives committee meets periodically to review derivatives
investments made by the Company. The committee monitors derivatives usage by the
15
<PAGE>
Company and the procedures utilized by the Company's adviser to ensure that the
use of such instruments follows the policies on such instruments adopted by the
Board. The committee then reports on these matters to the Board.
During the past fiscal year, the Board met four times, the audit committee
met four times, the compensation committee met once, the management liaison
committee met four times, the soft dollar brokerage committee met twice, and the
derivatives committee met twice. The executive committee did not meet. During
the Company's last fiscal year, each Director nominee attended 75% or more of
the Board meetings and meetings of the committees of the Board on which he or
she served.
The Independent Directors nominate individuals to serve as Independent
Directors, without any specific nominating committee. The Board ordinarily will
not consider unsolicited director nominations recommended by the Funds'
shareholders. The Board, including its Independent Directors, unanimously
approved the nomination of the foregoing persons to serve as directors and
directed that the election of these nominees be submitted to the Company's
shareholders.
The following table sets forth information relating to the compensation
paid to directors during the last fiscal year:
16
<PAGE>
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY THE COMPANY TO DIRECTORS
Pension or Total
Retirement Compensation
Benefits from the
Aggregate Accrued as Estimated Company and
Compensation Part of the Annual INVESCO Funds
Name of Person, from the Company's Benefits Upon Paid to
Position Company(1) Expenses(2) Retirement(3) Directors(1)
- --------------- ---------- ----------- -------------- -------------
FRED A. DEERING, $8,748 $386 $261 $103,700
Vice Chairman of
the Board and
Director
DR. VICTOR L. $8,714 $369 $287 $80,350
ANDREWS, Director
BOB R. BAKER, $8,738 $330 $385 $84,000
Director
LAWRENCE H. $8,708 $369 $287 $79,350
BUDNER, Director
DANIEL D. $6,437 $377 $236 $70,000
CHABRIS(4),
Director
DR. WENDY L. $8,705 $0 $0 $79,000
GRAMM, Director
KENNETH T. KING, $8,697 $394 $236 $77,050
Director
JOHN W. MCINTYRE, $8,709 $0 $0 $98,500
Director
- ------------------------
(1) The Vice Chairman of the Board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and
Independent Director members of the committees of the Company receive
compensation for serving in such capacities in addition to the compensation
paid to all Independent Directors.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the directors.
(3) These figures represent the Funds' share of the estimated annual benefits
payable by the INVESCO Complex (excluding INVESCO Global Health Sciences
Fund, which does not participate in this retirement plan) upon the
directors' retirement, calculated using the current method of allocating
director compensation among the INVESCO Funds. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the
directors will be adjusted periodically for inflation, for increases in the
number of funds in the INVESCO Complex, and for other reasons during the
period in which retirement benefits are accrued on behalf of the respective
directors. This results in lower estimated benefits for directors who are
closer to retirement and higher estimated benefits for directors who are
farther from retirement. With the exception of Mr. McIntyre and Drs. Soll
and Gramm, each of these directors has served as director of one or more of
the INVESCO Funds for the minimum five-year period required to be eligible
to participate in the Defined Benefit Deferred Compensation Plan.
(4) Mr. Chabris retired as a director effective September 30, 1998.
17
<PAGE>
Pension or Total
Retirement Compensation
Benefits from the
Aggregate Accrued as Estimated Company and
Compensation Part of the Annual INVESCO Funds
Name of Person, from the Company's Benefits Upon Paid to
Position Company(1) Expenses(2) Retirement(3) Directors(1)
- --------------- ---------- ----------- -------------- --------------
DR. LARRY SOLL, $8,699 $0 $0 $96,000
Director
------------ ----------- -------------- --------------
TOTAL $76,155 $2,225 $1,692 $767,950
AS A PERCENTAGE 0.0505%(5) 0.0015%(5) 0.0035%(6)
OF NET ASSETS
The Company pays its Independent Directors, Board vice chairman, committee
chairmen and committee members the fees described above. The Company also
reimburses its Independent Directors for travel expenses incurred in attending
meetings. Charles W. Brady, Chairman of the Board, and Mark H. Williamson,
President, Chief Executive Officer, and Director, as "interested persons" of the
Company and of other INVESCO Funds, receive compensation and are reimbursed for
travel expenses incurred in attending meetings as officers or employees of
INVESCO or its affiliated companies, but do not receive any director's fees or
other compensation from the Company or other INVESCO Funds for their services as
directors.
The overall direction and supervision of the Company is the responsibility
of the Board, which has the primary duty of ensuring that the Company's general
investment policies and programs are adhered to and that the Company is properly
administered. The officers of the Company, all of whom are officers and
employees of and paid by INVESCO, are responsible for the day-to-day
administration of the Company Fund. The investment adviser for the Company has
the primary responsibility for making investment decisions on behalf of the
Company. These investment decisions are reviewed by the investment committee of
INVESCO.
All of the officers and directors of the Company hold comparable positions
with the following INVESCO Funds: INVESCO Bonds Funds, Inc. (formerly, INVESCO
Income Funds, Inc.), INVESCO Combination Stock & Bond Funds, Inc. (formerly,
INVESCO Flexible Funds, Inc. and INVESCO Multiple Asset Funds, Inc.), INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO
Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.), INVESCO Industrial
Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market
Funds, Inc., INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.), INVESCO Specialty Funds, Inc., INVESCO Stock Funds, Inc. (formerly,
INVESCO Equity Funds, Inc. and INVESCO Capital Appreciation Funds, Inc.),
INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust and INVESCO Treasurer's
Series Trust.
- --------------------
(5) Total as a percentage of the Funds' net assets as of December 31, 1998.
(6) Total as a percentage of the INVESCO Complex's net assets as of December 31,
1998.
18
<PAGE>
The Boards of the Funds managed by INVESCO have adopted a Defined Benefit
Deferred Compensation Plan (the "Plan") for the non-interested directors and
trustees of the Funds. Under the Plan, each director or trustee who is not an
interested person of the Funds (as defined in Section 2(a)(19) of the 1940 Act)
and who has served for at least five years (a "Qualified Director") is entitled
to receive, upon termination of service as director (normally at retirement age
72 or the retirement age of 73 or 74, if the retirement date is extended by the
Boards for one or two years, but less than three years) continuation of payment
for one year (the "First Year Retirement Benefit") of the annual basic retainer
and annualized board meeting fees payable by the Funds to the Qualified Director
at the time of his or her retirement (the "Basic Benefit"). Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of any director whose retirement has been extended by the Board for
three years, a Qualified Director shall receive quarterly payments at an annual
rate equal to 50% of the Basic Benefit. These payments will continue for the
remainder of the Qualified Director's life or ten years, whichever is longer
(the "Reduced Benefit Payments"). If a Qualified Director dies or becomes
disabled after age 72 and before age 74 while still a director of the Funds, the
First Year Retirement Benefit and Reduced Benefit Payments will be made to him
or her or to his or her beneficiary or estate. If a Qualified Director becomes
disabled or dies either prior to age 72 or during his or her 74th year while
still a director of the Funds, the director will not be entitled to receive the
First Year Retirement Benefit; however, the Reduced Benefit Payments will be
made to his or her beneficiary or estate. The Plan is administered by a
committee of three directors who are also participants in the Plan and one
director who is not a Plan participant. The cost of the Plan will be allocated
among the INVESCO Funds in a manner determined to be fair and equitable by the
committee. The Funds began making payments to Mr. Chabris as of October 1, 1998
under the Plan. The Company has no stock options or other pension or retirement
plans for management or other personnel and pays no salary or compensation to
any of its officers.
The Independent Directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of certain of the INVESCO
Funds. The deferred amounts have been invested in shares of certain INVESCO
Funds. Each Independent Director is, therefore, an indirect owner of shares of
each such INVESCO Fund, in addition to any Fund shares that may be owned
directly.
REQUIRED VOTE. Election of each nominee as a director of the Company
requires the affirmative vote of a plurality of the votes of the Company cast at
the Meeting in person or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH OF THE NOMINEES IN PROPOSAL 2.
-----------------
19
<PAGE>
PROPOSAL 3. RATIFICATION OR REJECTION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of the Company, including all of its Independent Directors, has
selected PricewaterhouseCoopers LLP to continue to serve as independent
accountants of each Fund, subject to ratification by each Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material indirect
financial interest in any of the Funds. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have been
given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the directors reviewed the nature and
scope of the services to be provided (including non-audit services) and whether
the performance of such services would affect the accountants' independence.
REQUIRED VOTE. Ratification of the selection of PricewaterhouseCoopers LLP
as independent accountants with respect to a Fund requires the vote of a
majority of the votes of that Fund present at the Meeting, provided a quorum is
present with respect to that Fund.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
-------------------
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 each Fund and to the Company. Pursuant to
agreements with INVESCO, INVESCO Capital Management, Inc. ("ICM") serves as
investment sub-adviser to the Total Return Fund and INVESCO Realty Advisors,
Inc. ("IRAI") serves as investment sub-adviser to the Realty Fund. INVESCO
Distributors, Inc., a Delaware corporation that serves as each Fund's
distributor ("IDI"), is a wholly owned subsidiary of INVESCO. INVESCO is a
wholly owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315
Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly owned
subsidiary of AMVESCAP PLC.7
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. ICM's offices are located at
1315 Peachtree Street, N.E., Atlanta, Georgia 30309. IRAI's offices are located
- --------------------------
7 The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., INVESCO Group Services, Inc. and INVESCO North American Group,
Ltd., each of which is wholly owned by its immediate parent.
20
<PAGE>
at One Lincoln Center, Suite 700, 5400 LBJ Freeway, LB-2, Dallas, Texas, 75240.
INVESCO currently serves as investment adviser of 14 open-end investment
companies having approximate aggregate net assets in excess of $21.1 billion, as
of December 31, 1998.
The principal executive officers and directors of INVESCO and their
principal occupations are:
Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director, also, President and Chief Executive Officer of IDI;
Charles P. Mayer, Senior Vice President and Director, also, Senior Vice
President and Director of IDI; Ronald L. Grooms, Senior Vice-President and
Treasurer, also, Senior Vice-President and Treasurer 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 ICM, as investment
sub-adviser, to provide portfolio investment advisory services to the Total
Return Fund. The principal executive officers and directors of ICM and their
principal occupations are:
Frank M. Bishop, President, Chief Executive Officer and Director; Edward C.
Mitchell, Jr., Chairman of the Board; Terrence J. Miller, Deputy President and
Director; Timothy J. Culler, Chief Investment Officer, Vice President, and
Director; David Hartley, Chief Financial Officer and Treasurer; Julie A. Skagge,
Vice President and Secretary; Luis A. Aguilar, Vice President and Assistant
Secretary; Stephen A. Dana, Vice President and Director; Thomas W. Norwood, Vice
President and Director; Donald B. Saltee, Vice President and Director; Thomas L.
Shields, Vice President and Director; Wendell M. Starke, Vice President and
Director; A.D. Frazier, Director; and Deborah Lamb, Assistant Secretary.
The address of each of the foregoing officers and directors is 1315
Peachtree Stree, N.E., Atlanta, Georgia 30309.
INVESCO, as investment adviser, has contracted with IRAI, as investment
sub-adviser, to provide portfolio investment advisory services to the Realty
Fund. The principal executive officers and directors of IRAI and their principal
occupations are:
David A. Ridley, Chairman and Director; David N. Farmer, Executive Vice
President; A.D. Frazier, Director; Shellie M. Sims, Vice President and
Secretary; Deborah A. Lamb, Assistant Secretary; Ronald L. Ragsdale, Vice
President and Assistant Secretary; and Dinah L. Monger, Treasurer and Assistant
Secretary.
The address of each of the foregoing officers and directors is One Lincoln
Center, Suite 700, 5400 LBJ Freeway, LB-2, Dallas, Texas 75240.
21
<PAGE>
Pursuant to an Administrative Services Agreement between the Company and
INVESCO, INVESCO provides administrative services to the Company, including
sub-accounting and recordkeeping services and functions. For such services, the
Funds pay INVESCO a fee consisting of a base fee of $10,000 per year, plus an
additional incremental fee computed at the annual rate of 0.015% per year of the
average net assets of each Fund. INVESCO is also paid a fee by the Company for
providing transfer agent services, including acting as the Company's registrar,
transfer agent and dividend disbursing agent. During the fiscal year ended
December 31, 1998, the Company paid INVESCO total compensation of $192,446 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.
SHAREHOLDER PROPOSALS
The Company does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of proxy
for a subsequent shareholders' meeting should send their written proposals to
the Secretary of the Company, 7800 East Union Avenue, Denver, Colorado 80237.
The Company has not received any shareholder proposals to be presented at this
meeting.
By Order of the Board of Directors,
Glen A. Payne
Secretary
INVESCO Variable Investment Funds, Inc.
March 23, 1999
<PAGE>
APPENDIX A
----------
PRINCIPAL SHAREHOLDERS
----------------------
The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
5% or more of a Fund's outstanding equity securities.
BENEFICIAL OWNERS OF 5% OR MORE OF DYNAMICS FUND
------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Trust Co. [24,895.7100] [100.00%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
BENEFICIAL OWNERS OF 5% OR MORE OF GROWTH FUND
----------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Trust Co. [24,905.2580] [100.00%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
BENEFICIAL OWNERS OF 5% OR MORE OF HEALTH SCIENCES FUND
-------------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Trust Co. [24,301.9200] [18.99%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
Fortis Benefits Insurance Co. [97,660.3250] [76.30%]
Attn: Brian Perkins
P.O. Box 64284
St. Paul, MN 55164-0284
BENEFICIAL OWNERS OF 5% OR MORE OF HIGH YIELD FUND
--------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Separate Account VA-5 of Transamerica [173,936.7730] [5.61%]
Occidental Life Insurance Company
Attn: Variable Annuity Dept.
P.O. Box 33849
Charlotte, NC 28233-3849
A-1
<PAGE>
BENEFICIAL OWNERS OF 5% OR MORE OF HIGH YIELD FUND
--------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Great-West Life & Annuity [1,794,399.1890] [57.86%]
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO
80111-5002
Security Life Separate Account L1 [505,022.2870] [16.29%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1 [498,957.4570] [16.09%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
BENEFICIAL OWNERS OF 5% OR MORE OF INDUSTRIAL INCOME FUND
---------------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Separate Account VA-5 of Transamerica [264,111.1920] [9.45%]
Occidental Life Insurance Company
Attn: Variable Annuity Dept.
P.O. Box 33849
Charlotte, NC 28233-3849
Great-West Life & Annuity [1,185,511.0540] [42.41%]
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account L1 [441,830.6040] [15.80%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1 [503,342.0750] [18.01%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
A-2
<PAGE>
BENEFICIAL OWNERS OF 5% OR MORE OF REALTY FUND
----------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Funds Group, Inc. [25,000.0000] [63.21%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
SAFECO Mutual Funds [14,045.5420] [35.51%]
Attn: Eric Stromme
P.O. Box 34890
Seattle, WA 98124-1890
BENEFICIAL OWNERS OF 5% OR MORE OF SMALL COMPANY GROWTH FUND
------------------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Trust Co. [24,884.0170] [73.77%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
Security Life Separate Account L1 [8,848.7680] [26.23%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
BENEFICIAL OWNERS OF 5% OR MORE OF TECHNOLOGY FUND
--------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
INVESCO Trust Co. [21,173.3180] [28.89%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
Fortis Benefits Insurance Co. [50,930.2100] [69.50%]
Attn: Brian Perkins
P.O. Box 64284
St. Paul, MN 55164-0284
A-3
<PAGE>
BENEFICIAL OWNERS OF 5% OR MORE OF TOTAL RETURN FUND
----------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Separate Account VA-5 of Transamerica [113,750.2480] [6.24%]
Occidental Life Insurance Company
Attn: Variable Annuity Dept.
P.O. Box 33849
Charlotte, NC 28233-3849
Great-West Life & Annuity [922,107.7270] [50.62%]
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO
80111-5002
Security Life Separate Account L1 [326,688.8000] [17.93%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1 [360,389.8780] [19.78%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
BENEFICIAL OWNERS OF 5% OR MORE OF UTILITIES FUND
-------------------------------------------------
Name and Address Amount of Ownership Percent
- ---------------- ------------------- -------
Security Life Separate Account L1 [87,592.2180] [25.92%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1 [232,557.4050] [68.83%]
Attn: Debra Bechtel
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
A-4
<PAGE>
[Name and Address]
INVESCO VIF DYNAMICS FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Dynamics Fund
("Dynamics Fund"), a series of the Company. The undersigned hereby appoints as
proxies [ ] and [ ], and each of them (with power of substitution), to vote all
shares of common stock of the undersigned in Dynamics Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Dynamics Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF DYNAMICS FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll. __________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Dynamics Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ----------------------------------------------- ------------------------------
Signature Date
- ----------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF GROWTH FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Growth Fund ("Growth
Fund"), a series of the Company. The undersigned hereby appoints as proxies [ ]
and [ ], and each of them (with power of substitution), to vote all shares of
common stock of the undersigned in Growth Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado 80237, and
any adjournment thereof ("Meeting"), with all the power the undersigned would
have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Growth Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF GROWTH FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Growth Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF HEALTH SCIENCES FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Health Sciences Fund
("Health Sciences Fund"), a series of the Company. The undersigned hereby
appoints as proxies [ ] and [ ], and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in Health Sciences Fund at
the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard
Time, on May 20, 1999, at the offices of the Company, 7800 E. Union Avenue,
Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with all the
power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Health Sciences Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF HEALTH SCIENCES FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Health Sciences
Fund's Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF HIGH YIELD FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF High Yield Fund ("High
Yield Fund"), a series of the Company. The undersigned hereby appoints as
proxies [ ] and [ ], and each of them (with power of substitution), to vote all
shares of common stock of the undersigned in High Yield Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the High Yield Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF HIGH YIELD FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as High Yield Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF INDUSTRIAL INCOME FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Industrial Income Fund
("Industrial Income Fund"), a series of the Company. The undersigned hereby
appoints as proxies [ ] and [ ], and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in Industrial Income Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Industrial Income Fund
with discretionary power to vote upon such other business as may properly come
before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF INDUSTRIAL INCOME FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Industrial Income
Fund's Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF REALTY FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Realty Fund ("Realty
Fund"), a series of the Company. The undersigned hereby appoints as proxies [ ]
and [ ], and each of them (with power of substitution), to vote all shares of
common stock of the undersigned in Realty Fund at the Special Meeting of
Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999,
at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado 80237, and
any adjournment thereof ("Meeting"), with all the power the undersigned would
have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Realty Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF REALTY FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Realty Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF SMALL COMPANY GROWTH FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Small Company Growth
Fund ("Small Company Growth Fund"), a series of the Company. The undersigned
hereby appoints as proxies [ ] and [ ], and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in Small
Company Growth Fund at the Special Meeting of Shareholders to be held at 10:00
a.m., Mountain Standard Time, on May 20, 1999, at the offices of the Company,
7800 E. Union Avenue, Denver, Colorado 80237, and any adjournment thereof
("Meeting"), with all the power the undersigned would have if personally
present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Small Company Growth Fund
with discretionary power to vote upon such other business as may properly come
before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF SMALL COMPANY GROWTH FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Small Company
Growth Fund's Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF TECHNOLOGY FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Technology Fund
("Technology Fund"), a series of the Company. The undersigned hereby appoints as
proxies [ ] and [ ], and each of them (with power of substitution), to vote all
shares of common stock of the undersigned in Technology Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Technology Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF TECHNOLOGY FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Technology Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF TOTAL RETURN FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Total Return Fund
("Total Return Fund"), a series of the Company. The undersigned hereby appoints
as proxies [ ] and [ ], and each of them (with power of substitution), to vote
all shares of common stock of the undersigned in Total Return Fund at the
Special Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard
Time, on May 20, 1999, at the offices of the Company, 7800 E. Union Avenue,
Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with all the
power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Total Return Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF TOTAL RETURN FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Total Return
Fund's Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO VIF UTILITIES FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Utilities Fund
("Utilities Fund"), a series of the Company. The undersigned hereby appoints as
proxies [ ] and [ ], and each of them (with power of substitution), to vote all
shares of common stock of the undersigned in Utilities Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 E. Union Avenue, Denver, Colorado
80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Company and to the Utilities Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[XXX] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO VIF UTILITIES FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board / / / / / / To withhold
of Directors: (1) Charles W. authority to vote
Brady; (2) Fred A. Deering; (3) for any individual
Mark H. Williamson; nominee(s), mark
(4) Dr. Victor L. Andrews; "For All Except"
(5) Bob R. Baker; (6) Lawrence and write the
H. Budner; (7) Dr. Wendy Lee nominee's number
Gramm; (8) Kenneth T. King; on the line
(9) John W. McIntyre; and below.
(10) Dr. Larry Soll.
__________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment
restrictions; / / / / / /
/ / To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve others, PLACE AN
"X" IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment restriction or restrictions you do not
want to change on the line below.
_________________________________________________
3. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as Utilities Fund's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-525-8085 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ---------------------------------------------- ------------------------------
Signature Date
- ---------------------------------------------- ------------------------------
Signature (Joint Owners) Date
