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 Section 240.14a-11(c)or Section 240.14a-12
INVESCO Combination Stock & Bond 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 BALANCED FUND
(A SERIES OF INVESCO COMBINATION STOCK & BOND FUNDS, INC.)
March 23, 1999
Dear Shareholder:
The attached proxy materials seek your approval to make certain changes to
the fundamental investment restrictions of INVESCO Balanced Fund ("Balanced
Fund"), a series of INVESCO Combination Stock & Bond Funds, Inc. (formerly,
INVESCO Flexible Funds, Inc., formerly INVESCO Multiple Asset Funds, Inc.)
("Combination Stock & Bond Funds"), to elect directors, and to ratify the
appointment of PricewaterhouseCoopers LLP as independent accountants of Balanced
Fund.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
The changes to the fundamental investment restrictions of Balanced Fund have
been approved by the board of directors in order to simplify and modernize
Balanced Fund's 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 Combination Stock & Bond Funds 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.
Very truly yours,
Mark H. Williamson
President
INVESCO Combination Stock & Bond Funds, Inc.
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INVESCO BALANCED FUND
(A SERIES OF INVESCO COMBINATION STOCK & BOND FUNDS, INC.)
___________________
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
To The Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of INVESCO
Balanced Fund ("Balanced Fund"), a series of INVESCO Combination Stock & Bond
Funds, Inc. (formerly, INVESCO Flexible Funds, Inc., formerly, INVESCO Multiple
Asset Funds, Inc.) ("Combination Stock & Bond Funds"), 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) To approve certain changes to the fundamental investment restrictions
of Balanced Fund;
(2) To elect directors of Combination Stock & Bond Funds;
(3) To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of Balanced Fund; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournment thereof if you
owned shares of Balanced 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
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, sign
and date the card, and return it in the envelope provided. IF YOU SIGN, DATE AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSALS DESCRIBED ABOVE. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing 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.
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 BALANCED FUND
(A SERIES OF INVESCO COMBINATION STOCK & BOND FUNDS, INC.)
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
(TOLL FREE) 1-800-646-8372
___________
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
___________
VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO
Balanced Fund ("Balanced Fund"), a series of INVESCO Combination Stock & Bond
Funds, Inc. (formerly INVESCO Flexible Funds, Inc., formerly INVESCO Multiple
Asset Funds, Inc.) ("Combination Stock & Bond Funds"), in connection with the
solicitation of proxies from shareholders of Balanced Fund by the board of
directors of Combination Stock & Bond Funds ("Board") for use at a special
meeting of shareholders to be held on May 20, 1999 ("Meeting"), and at any
adjournment of the Meeting. This Proxy Statement will first be mailed to
shareholders on or about March 23, 1999.
One-third of Balanced Fund's shares outstanding on March 12, 1999 (the
"Record Date"), represented in person or by proxy, shall constitute a quorum and
must be present for the transaction of business at the Meeting. If a quorum is
not present at the Meeting or a quorum is present but sufficient votes to
approve 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 affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST a proposal
against such adjournment. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
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
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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 the proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you date, sign and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of 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 Combination Stock & Bond Funds
prior to the Meeting and must indicate your name and account number. If you
attend the Meeting in person you may, if you wish, vote by ballot at the
Meeting, thereby canceling any proxy previously given.
In order to reduce costs, notices to a shareholder having more than one
account in Balanced 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, Balanced Fund had _________ shares of common stock
outstanding. 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 Balanced Fund, and half by Balanced Fund, will be made primarily by
mail but also may be made by telephone or oral communications by representatives
of INVESCO and INVESCO Distributors, Inc. ("IDI"), the distributor of the
INVESCO group of investment companies (the "INVESCO Funds"), who will not
receive any compensation for these activities from Balanced Fund, or by
Shareholder Communications Corporation, professional proxy solicitors, which
will be paid fees and expenses of up to approximately $32,000 for soliciting
services. If votes are recorded by telephone, Shareholder Communications
Corporation will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that a shareholder's
instructions have been properly recorded. You may also vote by mail, by
facsimile or through a secure Internet site. Proxies voted by telephone,
facsimile or Internet may be revoked at any time before they are voted at the
meeting in the same manner that proxies voted by mail may be revoked.
COPIES OF BALANCED FUND'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 Balanced Fund. Directors and
officers of Combination Stock & Bond Funds own in the aggregate less than 1% of
the shares of Balanced Fund.
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VOTE REQUIRED.
Approval of Proposal 1 requires the affirmative vote of a "majority of the
outstanding voting securities" of Balanced Fund, as defined in the Investment
Company Act of 1940, as amended ("1940 Act"). This means that Proposal 1 must be
approved by the lesser of (1) 67% of Balanced Fund's shares present at a meeting
of shareholders if the owners of more than 50% of Balanced Fund's shares then
outstanding are present in person or by proxy or (2) more than 50% of Balanced
Fund's outstanding shares. A plurality of the votes cast at the Meeting and at a
concurrent meeting of the other series of Combination Stock & Bond Funds, taken
in the aggregate, is sufficient to approve Proposal 2. Approval of Proposal 3
requires the affirmative vote of a majority of the votes present at the Meeting,
provided a quorum is present. Each outstanding full share of Balanced 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, 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 BALANCED FUND
As required by the 1940 Act, Balanced Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in its
Statement of Additional Information. These fundamental restrictions may be
changed only with shareholder approval. Restrictions and policies that Balanced
Fund has not specifically designated as fundamental are considered to be
"non-fundamental" and may be changed by the Board without shareholder approval.
Some of Balanced Fund's 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 Balanced Fund's
fundamental restrictions in order to simplify, modernize and make Balanced
Fund's 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
Balanced Fund's 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 Balanced 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 Balanced Fund.
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The text and a summary description of each proposed change to Balanced
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 Balanced Fund's shareholders at the Meeting, the proposed
changes to Balanced Fund's fundamental restrictions will be adopted by Balanced
Fund. Balanced Fund's 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
Balanced 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 this restriction be replaced 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 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 modification is to revise Balanced Fund's
fundamental restriction on issuer diversification to conform to a restriction
that is expected to become standard for all INVESCO Funds. In addition, the
proposal would provide Balanced Fund's managers with greater investment
flexibility because it would allow Balanced Fund to invest in other investment
companies, to the extent permitted by the 1940 Act. The ability of mutual funds
to invest in other investment companies currently is generally restricted by
rules under the 1940 Act, including a rule limiting all such investments to 10%
of the mutual fund's total assets and investment in any one investment company
to an aggregate of 5% of the value of the investing fund's total assets and 3%
of the total outstanding voting stock of the acquired investment company.
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B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON BORROWING AND ADOPTION OF
NON-FUNDAMENTAL RESTRICTION ON BORROWING
Balanced Fund's current fundamental restriction on borrowing 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 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 standardize Balanced Fund's
fundamental borrowing limitation to conform to other INVESCO Funds and to the
1940 Act requirements for borrowing. Currently, Balanced Fund's fundamental
restriction is significantly more limiting than the restrictions imposed by the
1940 Act. The proposal eliminates the fundamental nature of the restriction on
the purposes for which Balanced Fund may borrow money and also eliminates the
explicit requirement that any borrowings that come to exceed 33-1/3% of Balanced
Fund's assets by reason of a decline in net assets be reduced within three
business days.
If the proposal is approved, the Board will adopt a non-fundamental
restriction as follows:
The Fund may borrow money 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 (4)).
The non-fundamental restriction reflects Balanced Fund's current policy
that borrowing may only be done for temporary or emergency purposes. In addition
to borrowing from banks, as permitted by Balanced Fund's current restriction,
the non-fundamental restriction permits Balanced Fund to borrow from open-end
funds managed by INVESCO or an affiliate or successor thereof. Balanced Fund
would not be able to do so, however, unless it obtains permission for such
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borrowings from the Securities and Exchange Commission (the "SEC"). The
non-fundamental restriction also clarifies that reverse repurchase agreements
will be treated as borrowings. The Board believes that this approach, making
Balanced Fund's fundamental restriction on borrowing no more limiting than is
required under the 1940 Act, while incorporating more strict limits on borrowing
in Balanced Fund's non-fundamental restriction, will maximize Balanced Fund's
flexibility for future contingencies.
C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION AND
ADOPTION OF NON-FUNDAMENTAL RESTRICTION IN INDUSTRY CONCENTRATION
Balanced 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).
The Board recommends that shareholders vote to replace this 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.
If the proposed revision is approved, the Board would also adopt the
following non-fundamental policy:
With respect to fundamental limitation (1), 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. The proposed changes to
Balanced Fund's fundamental concentration policy clarify that the concentration
limitation does not apply to securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or to municipal securities. The
exclusion from the current concentration limitation refers simply to "Government
securities." A failure to exclude all such securities from the concentration
policy could hinder Balanced Fund's ability to purchase such securities in
conjunction with taking temporary defensive positions.
D. MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS
Balanced Fund's current fundamental restriction on real estate investments
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.
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The Board recommends that shareholders vote to replace this restriction
with the following fundamental restriction:
The Fund may 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).
In addition to conforming Balanced Fund's fundamental restriction to that
of the other INVESCO Funds, the proposed amendment more completely describes the
types of real estate-related securities investments that are permissible for
Balanced Fund and permits Balanced Fund 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 Balanced Fund directly or indirectly holds an
interest). The Board believes that this clarification will make it easier for
decisions to be made concerning Balanced 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.
E. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMMODITIES
Balanced 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 vote to replace this restriction
with the following fundamental restriction:
The Fund will 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 are intended to conform the restriction to those of
the other INVESCO Funds and ensure that Balanced Fund will have the maximum
flexibility to enter into hedging or other transactions utilizing financial
instruments and derivative products when doing so is permitted by operating
policies established for Balanced Fund by the Board. Due to the rapid and
continuing development of derivative products and the 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 Balanced
Fund's policy 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 Balanced Fund's fundamental
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restriction on commodities investments be clear in permitting the use of
derivative products, even if the current non-fundamental restriction of Balanced
Fund would not permit investment in one or more of the permitted transactions.
F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON LOANS
Balanced 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 the shareholders of Balanced 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 this proposal is to conform the restriction to the
wording of the other INVESCO Funds' current restrictions on loans to achieve
greater uniformity. The proposed change to this fundamental restriction would
have no substantial effect on the lending activities or other investments of
Balanced Fund.
G. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING
Balanced Fund's current fundamental restriction on underwriting 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 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 this proposal is to eliminate minor differences in the
wording of the Balanced Fund's current fundamental restriction on underwriting
for greater uniformity with the fundamental restriction of other INVESCO Funds
and to avoid unintended limitations.
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H. MODIFICATION OF FUNDAMENTAL POLICY ON INVESTING IN ANOTHER INVESTMENT
COMPANY AND ADOPTION OF NON-FUNDAMENTAL POLICY REGARDING INVESTING IN
SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES
Balanced Fund's current fundamental policy 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 vote to replace this fundamental
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 successor thereof, with substantially the same
fundamental investment objective, policies and limitations as the Fund.
The proposed revision to Balanced Fund's current fundamental restriction
will ensure that the INVESCO Funds have uniform policies permitting each Fund to
adopt a "master/feeder" structure whereby one or more Funds invest all of their
assets in another 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 the shareholders adopt a policy that would permit this structure
in the event that the Board determines to recommend the adoption of a
master/feeder structure by Balanced Fund. The proposed revision would require
that any fund in which Balanced Fund may invest under a master/feeder structure
be advised by INVESCO or an affiliate.
If the proposed revision is approved, the Board will adopt a
non-fundamental restriction as follows:
The Fund may invest in securities issued by other investment companies to
the extent that such investments are consistent with the Fund's investment
objective and policies and permissible under the 1940 Act.
The primary purpose of this non-fundamental restriction is to conform to
the other INVESCO Funds and to the 1940 Act requirements for investing in other
investment companies. Currently, Balanced Fund's fundamental restriction is much
more limiting than the restrictions imposed by the 1940 Act. Adoption of this
non-fundamental restriction will enable Balanced Fund to purchase the securities
of other investment companies to the extent permitted under the 1940 Act or an
exemption granted by the SEC.
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I. ADOPTION OF FUNDAMENTAL RESTRICTION ON THE ISSUANCE OF SENIOR SECURITIES
Balanced Fund has no current fundamental restriction on the issuance of
senior securities.
The Board recommends that shareholders 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 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, will
maximize Balanced Fund's borrowing flexibility for future contingencies and will
conform to the fundamental restrictions of the other INVESCO Funds on the
issuance of senior securities.
REQUIRED VOTE. Approval of Proposal 1 requires the affirmative vote of a
"majority of the outstanding voting securities" of Balanced Fund, which for this
purpose means the affirmative vote of the lesser of (1) 67% or more of the
shares of Balanced Fund present at the Meeting or represented by proxy if more
than 50% of the outstanding shares of Balanced Fund are so present or
represented, or (2) more than 50% of the outstanding shares of Balanced 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.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" PROPOSAL 1.
PROPOSAL 2. TO ELECT THE DIRECTORS OF
COMBINATION STOCK & BOND FUNDS
The Board has nominated the individuals identified below for election to
the Board at the Meeting. Combination Stock & Bond Funds 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.
Consistent with the provisions of Combination Stock & Bond Funds' by-laws, and
as permitted by Maryland law, Combination Stock & Bond Funds 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.
10
<PAGE>
All of the Independent Directors 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
Combination Stock & Bond Funds 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 Combination Stock & Bond Funds shares owned by each,
and their respective memberships on Board committees are listed in the table
below.
<TABLE>
<CAPTION>
Number of Company
Director or Shares Beneficially
Executive Owned Directly or
Name, Position with Principal Occupation and Business Officer of Indirectly on Member of
Company, and Age Experience (during the past five years) Company Since Dec. 31, 1998 (1) Committee
- ---------------- --------------------------------------- ------------- ----------------- ---------
<S> <C> <C> <C> <C>
CHARLES W. BRADY, Chief Executive Officer and Director 1993 0 (3), (5), (6)
Chairman of the Board, of AMVESCAP PLC, London, England,
Age 63* and of various subsidiaries
thereof. Chairman of the Board of
INVESCO Global Health Sciences Fund.
FRED A. DEERING, Trustee of INVESCO Global Health 1993 16.084 (2), (3), (5)
Vice Chairman of the Sciences Fund. Formerly, Chairman
Board, Age 71 of the Executive Committee and
Chairman of the Board of Security
Life of Denver Insurance Company,
Denver, Colorado; Director of ING
American Holdings Company, and First
Life Insurance Company of New York.
MARK H. WILLIAMSON, President, Chief Executive Officer, 1998 0 (3), (5)
President, Chief and Director, INVESCO Distributors
Executive Officer, and Inc.; President, Chief Executive
Director, Age 47* Officer, and 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. ANDREWS, Professor Emeritus, Chairman 1993 16.084 (4), (6), (8)
Director, Age 68 Emeritus and 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 Executive 1993 16.084 (3), (4), (5)
Director, Age 62 Officer of AMC 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.
11
<PAGE>
Number of Company
Director or Shares Beneficially
Executive Owned Directly or
Name, Position with Principal Occupation and Business Officer of Indirectly on Member of
Company, and Age Experience (during the past five years) Company Since Dec. 31, 1998 (1) Committee
- ---------------- --------------------------------------- ------------- ----------------- ---------
LAWRENCE H. BUDNER, Trust Consultant. Prior to June 1993 16.084 (2), (6), (7)
Director, Age 68 1987, Senior Vice President and
Senior Trust Officer, InterFirst
Bank, Dallas, Texas.
DR. WENDY LEE GRAMM, Self-employed (since 1993). 1997 16.084 (4), (8)
Director, Age 54 Professor of Economics and Public
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. KING, Presently retired. Formerly, 1993 16.084 (2), (3),
Director, Age 73 Chairman of the Board of the Capitol (5), (6), (7)
Life 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. MCINTYRE, Presently retired. Formerly, Vice 1995 16.084 (2), (3),
Director, Age 68 Chairman of the Board of The (5), (7)
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 J. M.
Tull Charitable Foundation; Director
of Kaiser Foundation Health Plans of
Georgia, Inc.
DR. LARRY SOLL, Presently retired. Formerly, 1997 16.084 (4), (8)
Director, Age 56 Chairman of 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.
</TABLE>
*Because of his affiliation with INVESCO, with the Fund's investment adviser, or
with companies affiliated with INVESCO, this individual is deemed to be an
"interested person" of Combination Stock & Bond Funds 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
12
<PAGE>
(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 independent accountants and executive officers of Combination Stock & Bond
Funds. This committee reviews the accounting principles being applied by
Combination Stock & Bond Funds 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 Combination Stock & Bond Funds' business, except for
certain powers which, under applicable law and/or Combination Stock & Bond
Funds' by-laws, may only be exercised by the full Board. All decisions 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 the management and operations of
Combination Stock & Bond Funds, 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 Balanced Fund, and to review
policies and procedures of Balanced Fund'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 Balanced Fund. The committee monitors derivatives usage by
Balanced Fund and the procedures utilized by Balanced Fund'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 year, the Board met four times, the audit committee met
three times, the compensation committee met once, the management liaison
committee met three times, the soft dollar brokerage committee met once, and the
derivatives committee met twice. The executive committee did not meet. During
Combination Stock & Bond Funds' last fiscal year, each director 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 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 shareholders.
The following table sets forth information relating to the compensation
paid to directors during the last fiscal year:
13
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY COMBINATION STOCK & BOND FUNDS TO DIRECTORS
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS FROM
COMPENSATION ACCRUED AS ESTIMATED COMBINATION
FROM PART OF ANNUAL STOCK & BOND
COMBINATION COMBINATION BENEFITS BOND FUNDS AND
NAME OF PERSON, STOCK & STOCK & BOND UPON FUNDS PAID TO
POSITION BOND FUNDS(1) FUNDS' EXPENSES(2) RETIREMENT(3) DIRECTORS(1)
-------- ---------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
FRED A DEERING, VICE $2,458 $439 $281 $103,700
CHAIRMAN OF THE BOARD
AND DIRECTOR
DR. VICTOR L. ANDREWS, $2,434 $414 $326 $80,350
DIRECTOR
BOB R. BAKER, $2,475 $370 $437 $84,000
DIRECTOR
LAWRENCE H. BUDNER $2,409 $414 $326 $79,350
DIRECTOR
DANIEL D. CHABRIS(4) $2,437 $448 $243 $70,000
DIRECTOR
DR. WENDY L. GRAMM $2,363 $0 $0 $79,000
DIRECTOR
KENNETH T. KING, $2,374 $455 $255 $77,050
DIRECTOR
JOHN W. MCINTYRE, $2,384 $0 $0 $98,500
DIRECTOR
DR. LARRY SOLL, $2,384 $0 $0 $96,000
DIRECTOR
____________ ____________ ____________ ____________
TOTAL $21,718 $2,540 $1,868 $767,950
AS A PERCENTAGE 0.0091%(5) 0.0011%(5) 0.0035%(6)
OF NET ASSETS
-------------
</TABLE>
1 The Vice Chairman of the Board, the chairmen of the audit, management liaison,
derivatives, soft dollar brokerage and compensation committees, and the
Independent Director members of the committees of each Fund 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.
5 Total as a percentage of the Fund's net assets as of July 31, 1998.
6 Total as a percentage of the INVESCO Complex's net assets as of December 31,
1998.
Combination Stock & Bond Funds pays its Independent Directors, Board vice
chairman, and committee chairmen and committee members the fees described above.
Combination Stock & Bond Funds 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 Combination Stock & Bond Funds 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 Combination Stock & Bond Funds or other INVESCO Funds for
their services as directors.
14
<PAGE>
The overall direction and supervision of Balanced Fund is the
responsibility of the Board, which has the primary duty of ensuring that
Balanced Fund's general investment policies and programs are adhered to and that
Balanced Fund is properly administered. The officers of Balanced Fund, all of
whom are officers and employees of and paid by INVESCO, are responsible for the
day-to-day administration of Balanced Fund. The investment adviser for Balanced
Fund has the primary responsibility for making investment decisions on behalf of
Balanced Fund. These investment decisions are reviewed by the investment
committee of INVESCO.
All of the officers and directors of Combination Stock & Bond Funds hold
comparable positions with the following INVESCO Funds: INVESCO Bond Funds, Inc.
(formerly, INVESCO Income 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., and
INVESCO Variable Investment Funds, Inc. All of the directors of Combination
Stock & Bond Funds serve as trustees of INVESCO Value Trust, and INVESCO
Treasurer's Series Trust (the "INVESCO Funds").
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. Combination Stock & Bond Funds 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.
15
<PAGE>
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 INVESCO Fund, in addition to any Balanced Fund shares
that may be owned directly.
REQUIRED VOTE. Election of each nominee as a director of Combination Stock
& Bond Funds requires, in the aggregate, a plurality of the votes of Balanced
Fund cast at the Meeting in person or by proxy, and of the votes of the other
series of Combination Stock & Bond Funds cast at a concurrent meeting of the
shareholders of that series.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES
IN PROPOSAL 2.
____________________________
PROPOSAL 3. RATIFICATION OR REJECTION OF INDEPENDENT ACCOUNTANTS
The Board, including all of its Independent Directors, has selected
PricewaterhouseCoopers LLP to continue to serve as independent accountants of
Balanced Fund, subject to ratification by Balanced Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material indirect
financial interest in Balanced Fund. 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
Balanced Fund and provide other audit and tax-related services. In recommending
the selection of PricewaterhouseCoopers LLP, the Board 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 require the vote of a majority of the votes present at
the meeting provided a quorum is present.
16
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 3.
INFORMATION CONCERNING ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as Balanced Fund's investment
adviser, and provides other services to Balanced Fund and Combination Stock &
Bond Funds. IDI, a Delaware corporation that serves as Balanced Fund's
distributor, 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.(1) The corporate headquarters of AMVESCAP PLC are
located at 11 Devonshire Square, London, EC2M 4YR, England. INVESCO's and IDI's
offices are located at 7800 East Union Avenue, Denver, Colorado 80237. INVESCO
currently serves as investment adviser of 14 open-end investment companies
having aggregate net assets 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, Director and Senior Vice President, also, Director and Senior
Vice President 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.
Pursuant to an Administrative Services Agreement between Combination Stock
& Bond Funds and INVESCO, INVESCO provides administrative services to
Combination Stock & Bond Funds, including sub-accounting and recordkeeping
services and functions. During the fiscal year ended July 31, 1998, Combination
Stock & Bond Funds paid INVESCO, which also serves as Combination Stock & Bond
Funds' registrar, transfer agent and dividend disbursing agent, total
compensation of $562,869 for such services.
- --------------------
1 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.
17
<PAGE>
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
Combination Stock & Bond Funds does not hold annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a proxy
statement and form of proxy for a subsequent shareholders' meeting should send
their written proposals to the Secretary of Combination Stock & Bond Funds, 7800
East Union Avenue, Denver, Colorado 80237. Combination Stock & Bond Funds has
not received any shareholder proposals to be presented at this Meeting.
By order of the Board of Directors
Glen A. Payne
Secretary
March 23, 1999
18
<PAGE>
APPENDIX A
----------
PRINCIPAL SHAREHOLDERS
----------------------
The following table sets forth the beneficial ownership of the Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
5% or more of the Fund's outstanding equity securities.
Shares of Equity Securities Beneficially Owned
NAME AND ADDRESS AMOUNT PERCENT
- ---------------- ------ -------
<PAGE>
[Name and Address]
INVESCO BALANCED FUND
INVESCO COMBINATION STOCK & BOND 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 Combination Stock & Bond Funds, Inc. ("Company") and relates to the
proposals with respect to the Company and to INVESCO Balanced Fund, a series
of the Company ("Fund"). 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 the
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
East Union Avenue, Denver, Colorado 80237, and any adjournment thereof
("Meeting"), with all the power the undersigned would have if personally
present.
The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant
authority to vote "FOR" all proposals relating to the Company and the Fund
with discretionary power to vote upon such other business as may properly
come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT 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:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO BALANCED FUND
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
Vote on Directors FOR WITHHOLD FOR
ALL ALL ALL
2. Election of the Company's EXCEPT
Board of Directors; (1) / / / / / / To withhold
Charles W. Brady; (2) Fred A. authority to vote
Deering; (3) Mark H. for any indivi-
Williamson; (4) Dr. Victor L. dual nominee(s)
Andrews; (5) Bob R. Baker; (6) mark "For All
Lawrence H. Budner; (7) Dr. Except" and write
Wendy Lee Gramm; (8) Kenneth the nominee's
T. King; (9) John W. McIntyre; number on the
and (10) Dr. Larry Soll line below.
-----------------
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
policies, 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 policy or policies you
do not want to change on the line
below.
---------------------------------
3. Ratification of the selection of
PricewaterhouseCoopers LLP as the
Fund's Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT 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
<PAGE>
- ------------------------------------------------- ------------------------------
Signature Date
- ------------------------------------------------- ------------------------------
Signature (Joint Owners) Date
