PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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 (S)240.14a-11(C) or (S)240.14a-12
INVESCO SPECIALTY FUNDS, INC.
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[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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
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[ ] 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
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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DRAFT
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO SPECIALTY FUNDS, INC.
_________, 1997
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Dear INVESCO Specialty Funds, Inc. Shareholder:
Enclosed is a Proxy Statement for the [October 28, 1997] special meeting
of shareholders of INVESCO European Small Company Fund, INVESCO Asian Growth
Fund and INVESCO Latin American Growth Fund (collectively, the "Funds"), three
of the seven series funds of INVESCO Specialty Funds, Inc. (the "Company").
As explained more fully in the attached Proxy Statement, shareholders of
each of the Funds will be asked to approve a change in the corporate sub-adviser
to the Funds from INVESCO Asset Management Limited ("IAML") for the INVESCO
European Small Company Fund and INVESCO Latin American Growth Fund and INVESCO
Asia Limited for the INVESCO Asian Growth Fund to INVESCO Global Asset
Management Limited ("IGAM"). This change simply reflects an organizational
change within the structure of AMVESCAP PLC, the ultimate corporate parent of
both IAML and IGAM, and will have no impact on advisory fees, sub-advisory fees
or the personnel actually managing the Funds.
The board of directors of the Company believes that the change in
corporate sub-adviser is in the best interests of the shareholders. Therefore,
we ask that you read the enclosed materials and vote promptly. Should you have
any questions, please feel free to call our client services representatives at
1-800-646-8372. They will be happy to answer any questions that you might have.
YOUR VOTE IS IMPORTANT. THE CHANGE IN SUB-ADVISER WE ARE SUBMITTING FOR
YOUR CONSIDERATION IS SIGNIFICANT TO THE COMPANY, THE FUNDS AND TO YOU AS A
SHAREHOLDER. IF WE DO NOT RECEIVE SUFFICIENT VOTES TO APPROVE THIS PROPOSAL, WE
MAY HAVE TO SEND ADDITIONAL MAILINGS OR CONDUCT TELEPHONE CANVASSING WHICH WOULD
INCREASE COSTS TO SHAREHOLDERS. THEREFORE, PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR VOTE ON THE ENCLOSED PROXY CARD, AND RETURN IT IN
THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
Sincerely,
Dan J. Hesser
President
INVESCO Specialty Funds, Inc.
INVESCO European Small Company Fund
INVESCO Asian Growth Fund
INVESCO Latin American Growth Fund
<PAGE>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO SPECIALTY FUNDS, INC.
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [OCTOBER 28, 1997]
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Notice is hereby given that a special meeting of shareholders (the
"Meeting") of INVESCO European Small Company Fund, INVESCO Asian Growth Fund and
INVESCO Latin American Growth Fund (collectively, the "Funds"), three of the
seven series funds of INVESCO Specialty Funds, Inc. (the "Company") will be held
at the Hyatt Regency Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237
on [Tuesday, October 28, 1997], at 10:00 a.m., Mountain Time, for the following
purposes:
1. To approve or disapprove a change in the corporate sub-adviser to each
Fund from INVESCO Asset Management Limited ("IAML") to INVESCO Global
Asset Management Limited ("IGAM").
2. To transact such other business as may properly come before the Meeting
or any adjournment(s) thereof.
The board of directors of the Company has fixed the close of business on
[September 4, 1997] as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Funds entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Funds for any purpose germane to the Meeting during ordinary business hours
after ________ __, 1997, at the offices of the Company, 7800 East Union Avenue,
Denver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the enclosed envelope that
requires no postage if mailed in the United States. The enclosed proxy is being
solicited on behalf of the board of directors of the Company.
<PAGE>
IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure a full representation at the
Meeting.
The Meeting will have to be adjourned without conducting any business if
less than a majority of the eligible shares is represented, and the Company will
have to continue to solicit votes until a quorum is obtained. The Meeting also
may be adjourned, if necessary, to continue to solicit votes if less than the
required shareholder vote has been obtained to approve Proposal 1.
Your vote, then, could be critical in allowing the Company to hold the
Meeting as scheduled. By marking, signing, and promptly returning the enclosed
proxy, you may eliminate the need for additional solicitation. Your cooperation
is appreciated.
By Order of the Board of Directors,
Glen A. Payne
Secretary
Denver, Colorado
Dated: _________ __, 1997
<PAGE>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO SPECIALTY FUNDS, INC.
___________, 1997
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INVESCO SPECIALTY FUNDS, INC.
INVESCO European Small Company Fund
INVESCO Asian Growth Fund
INVESCO Latin American Growth Fund
7800 East Union Avenue
Denver, Colorado 80237
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [OCTOBER 28, 1997]
INTRODUCTION
The enclosed proxy is being solicited by the board of directors (the
"Board" or the "Directors") of INVESCO Specialty Funds, Inc. (the "Company") on
behalf of INVESCO European Small Company Fund (the "European Small Company
Fund"), INVESCO Asian Growth Fund (the "Asian Growth Fund") and INVESCO Latin
American Growth Fund (the "Latin American Growth Fund") (collectively, the
"Funds"), three of the seven series of the Company, for use in connection with
the special meeting of shareholders of the Funds (the "Meeting") to be held at
10:00 a.m., Mountain Time, on [Tuesday, October 28, 1997], at the Hyatt Regency
Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237 and at any
adjournment(s) thereof for the purposes set forth in the foregoing notice. THE
COMPANY'S ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS OF THE COMPANY FOR THE
FISCAL YEAR ENDED JULY 31, 1997, IS ALSO ENCLOSED. The approximate mailing date
of proxies and this Proxy Statement is ________ __, 1997.
The primary purpose of the Meeting is to allow shareholders of each Fund to
consider a change in the corporate sub-adviser to the Funds.
The following factors should be considered by shareholders in determining
whether to approve the change in corporate sub-adviser:
o The change in corporate sub-adviser has been approved by the Board of
Directors of the Company, including the Directors who are completely
independent of any INVESCO-affiliated company (the "Independent
Directors").
o The change, if approved, will have no impact upon present advisory fees,
sub-advisory fees or actual personnel managing the portfolios of the Funds.
If the enclosed form of proxy is duly executed and returned in time to be
voted at the Meeting, and not subsequently revoked, all shares represented by
the proxy will be voted in accordance with the instructions marked thereon. If
no instructions are given, such shares will be voted FOR Proposal 1. A majority
of the outstanding shares of the Company entitled to vote, represented in person
or by proxy, will constitute a quorum at the Meeting.
<PAGE>
Shares held by shareholders present in person or represented by proxy at
the Meeting will be counted both for the purpose of determining the presence of
a quorum and for calculating the votes cast on the issues before the Meeting. An
abstention by a shareholder, either by proxy or by vote in person at the
Meeting, has the same effect as a negative vote. Shares held by a broker or
other fiduciary as record owner for the account of the beneficial owner are
counted toward the required quorum if the beneficial owner has executed and
timely delivered the necessary instructions for the broker to vote the shares or
if the broker has and exercises discretionary voting power. Where the broker or
fiduciary does not receive instructions from the beneficial owner and does not
have discretionary voting power as to one or more issues before the Meeting, but
grants a proxy for or votes such shares, they will be counted toward the
required quorum but will have the effect of a negative vote on any proposals on
which it does not vote.
Because the proposals being submitted for a vote of the shareholders of
each Fund are similar, the Board determined to combine the proxy materials for
the Funds in order to reduce the cost of preparing, printing and mailing the
proxy materials.
In order to further reduce costs, the notices to shareholders 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 each
shareholder's votes will be counted for all such accounts.
Execution of the enclosed proxy card will not affect a shareholder's right
to attend the Meeting and vote in person, and a shareholder giving a proxy has
the power to revoke it (by written notice to the Company at P.O. Box 173706,
Denver, Colorado 80217-3706, execution of a subsequent proxy card, or oral
revocation at the Meeting) at any time before it is exercised.
Shareholders of the Funds of record at the close of business on [September
4, 1997] (the "Record Date"), are entitled to vote at the Meeting, including any
adjournment(s) thereof, and are entitled to one vote for each share, and
corresponding fractional votes for fractional shares, on each matter to be acted
upon at the Meeting. On the Record Date, [____________] shares of beneficial
interest of the Company, $.01 par value per share, were outstanding, including
[____________] shares of the European Small Company Fund, [____________] shares
of the Asian Growth Fund and [____________] shares of the Latin American Growth
Fund.
In addition to the solicitations of proxies by use of the mail, proxies may
be solicited by officers of the Company, and by officers and employees of
INVESCO Funds Group, Inc., the investment adviser and transfer agent of the
Funds and INVESCO Distributors, Inc., personally or by telephone or telegraph,
without special compensation. Until September 29, 1997, INVESCO Funds Group,
Inc. is also the distributor of the Funds. Effective on that date, INVESCO
Distributors, Inc., a wholly-owned subsidiary of INVESCO Funds Group, Inc., will
become the distributor of the Funds. INVESCO Funds Group, Inc. and INVESCO
Distributors, Inc. are referred to collectively as "INVESCO." In addition,
Shareholder Communications Corporation ("SCC") has been retained to assist in
the solicitation of proxies.
<PAGE>
As the meeting date approaches, certain shareholders whose votes the
Company has not yet received may receive telephone calls from representatives of
SCC requesting that they authorize SCC, by telephonic or electronically
transmitted instructions, to execute proxy cards on their behalf. Telephone
authorizations will be recorded in accordance with the procedures set forth
below. INVESCO believes that these procedures are reasonably designed to ensure
that the identity of the shareholder casting the vote is accurately determined
and that the voting instructions of the shareholder are accurately determined.
SCC has received an opinion of Maryland counsel that addresses the
validity, under the applicable laws of the State of Maryland, of authorization
given orally to execute a proxy. The opinion given by Maryland counsel concludes
that a Maryland court would find that there is no Maryland law or public policy
against the acceptance of proxies signed by an orally authorized agent, provided
it adheres to the procedures set forth below.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
Social Security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
and the number of shares owned, and to confirm that the shareholder has received
the Proxy Statement in the mail. If the information solicited agrees with the
information provided to SCC by the Company, the SCC representative has the
responsibility to explain the voting process, read the proposals listed on the
proxy card, and ask for the shareholder's instructions on each proposal.
Although he or she is permitted to answer questions about the process, the SCC
representative is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the Proxy Statement. SCC will
record the shareholder's instructions on the card. Within 72 hours, SCC will
send the shareholder a letter or mailgram confirming the shareholder's vote and
asking the shareholder to call SCC immediately if the shareholder's instructions
are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable. A shareholder
may revoke the accompanying proxy or a proxy given telephonically at any time
prior to its use by filing with the Company a written revocation or duly
executed proxy bearing a later date. In addition, any shareholder who attends
the Meeting in person may vote by ballot at the Meeting, thereby canceling any
proxy previously given.
All costs of printing and mailing proxy materials and the costs and
expenses of holding the Meeting and soliciting proxies, including any amount
paid to SCC, will be paid by INVESCO.
The Board may seek one or more adjournments of the Meeting to solicit
additional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote to approve Proposal 1. An adjournment would
require the affirmative vote of the holders of a majority of the shares present
at the Meeting (or an adjournment thereof) in person or by proxy and entitled to
vote. If adjournment is proposed in order to obtain the required shareholder
<PAGE>
vote on a particular proposal, the persons named as proxies will vote in favor
of adjournment those shares which they are entitled to vote in favor of such
proposal and will vote against adjournment those shares which they are required
to vote against such proposal. A shareholder vote may be taken on one or more of
the proposals discussed herein prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate.
PROPOSAL 1: APPROVAL OR DISAPPROVAL OF THE CHANGE IN
CORPORATE SUB-ADVISER
Background
On January 30, 1997, shareholders of the Funds approved new sub-advisory
agreements with INVESCO Asset Management Limited ("IAML") and INVESCO Asia
Limited ("IA"). These agreements were substantially identical to the
sub-advisory agreements that had previously existed between the Funds and IAML
and IA. Approval of the new agreements was sought at that time due to the
then-pending merger of INVESCO PLC and A I M Management Group Inc. (the
"Merger"). As a matter of law under the Investment Company Act of 1940, as
amended (the "1940 Act"), when the Merger was consummated on February 28, 1997,
the then-existing sub-advisory agreements were terminated, and the sub-advisory
agreements approved by shareholders on January 30, 1997 became effective.
Subsequent to the Merger, on May 8, 1997, the name of INVESCO PLC was changed to
AMVESCAP PLC ("AMVESCAP").
On August 5, 1997, INVESCO Funds Group, Inc., the investment adviser to the
Company and other mutual funds (collectively, the "INVESCO Mutual Funds"),
obtained a no-action letter (the "No-Action Letter") from the Securities and
Exchange Commission (the "SEC"). In substance, the SEC stated that it would
permit INVESCO and the sub-advisers to the INVESCO Mutual Funds that were
affiliates of AMVESCAP, including IAML and IA, to amend the compensation
arrangements between INVESCO and those sub-advisers without first seeking
shareholder approval. The goal of these changes was to provide that all INVESCO
Mutual Funds sub-advisers that are affiliates of AMVESCAP be paid at the same
rate, which is one-third (33.33%) of the advisory fee charged by INVESCO.
Inasmuch as the fees paid to sub-advisers, including IAML and IA, are paid
directly by INVESCO and are not paid by the Fund, the impact of this change on
investors is neutral.
Acting in reliance upon the No-Action Letter, and the approval of the
Board, including a majority of the Independent Directors, on May 16, 1997,
INVESCO, IAML and IA executed new sub-advisory agreements (the "Present
Agreements") on September 30, 1997, which were in all respects identical to
their predecessors except for the compensation to IAML. Under the Present
Agreements, IAML and IA are compensated by INVESCO on the following basis for
each of the Funds:
<PAGE>
INVESCO Asset Management Limited
European Small Company Fund and Latin American Growth Fund
0.2500% of average net assets up to $500 million
0.2166% of average net assets in excess of $500 million but
less than $1 billion
0.1833% of average net assets in excess of $1 billion
INVESCO Asia Limited
Asian Growth Fund
0.2500% of average net assets up to $500 million
0.2166% of average net assets in excess of $500 million but
less than $1 billion
0.1833% of average net assets in excess of $1 billion
The Proposed Change In Sub-Adviser
At this meeting, the shareholders of each of the Funds are being asked to
approve a new sub-advisory agreement which would substitute another AMVESCAP
subsidiary, INVESCO Global Asset Management Limited ("IGAM") for IAML and IA
(the "Proposed Sub-Advisory Agreement").
IGAM, which is located at 12 Bermudiana Road, P.O. Box HM66, Hamilton,
Bermuda, was established in 1995 in order to centralize all global investing by
INVESCO-affiliated companies for U.S. clients into a single company. During the
intervening two years, IGAM has gradually assumed this role for all U.S. clients
advised by INVESCO-affiliated companies, other than the INVESCO Mutual Funds. In
addition, during the past year the advisory operations for the AMVESCAP European
and Pacific Rim regions were reorganized into one international division, with
IGAM serving as the principal investment adviser for international advisory
operations. AMVESCAP and INVESCO have determined that it is now an appropriate
time for IGAM to assume international investment advisory responsibilities for
those INVESCO Mutual Funds that invest primarily outside the United States,
including the Funds. The Board believes that IGAM will provide the Funds with
high quality portfolio management services. Subject to shareholder approvals,
the Board also has selected IGAM to be the sub-adviser to the international
INVESCO Mutual Funds.
The appointment of IGAM as sub-adviser to the Funds is expected to have no
material effect on the services provided to the Funds. There will be no change
in INVESCO's ultimate legal responsibility for the performance of portfolio
management services to the Fund, since the investment advisory agreement between
the Company and INVESCO will continue in effect without change. There will be no
change in the investment personnel who manage the portfolios of the Funds; these
persons, who presently are shared employees of IGAM and IAML or IGAM and IA,
will remain shared employees of these companies if shareholders approve this
proposal. Finally, there will be no change in the fees or expenses presently
paid by the Funds since the sub-advisory fees proposed to be paid to IGAM, like
the sub-advisory fees presently paid to IAML and IA, will continue to be paid
by INVESCO, not the Funds.
<PAGE>
The Proposed Sub-Advisory Agreement
If shareholders of each of the Funds approve the Proposed Sub-Advisory
Agreement with respect to their Fund, the Proposed Sub-Advisory Agreement will
become effective [October 28, 1997]. This summary of the Proposed Sub-Advisory
Agreement is qualified in its entirety by reference to the form of such
agreement attached to this Proxy Statement as Exhibit A.
The Proposed Sub-Advisory Agreement will remain in effect, unless earlier
terminated, for an initial term expiring two years from the date it becomes
effective. Other than their effective and termination dates, and the
substitution of IGAM for the present sub-adviser, the material terms and
provisions of the Proposed Sub-Advisory Agreement, which are summarized below,
are the same, in all substantive respects, as those of the Present Agreements.
The Proposed Sub-Advisory Agreement provides that IGAM, subject to the
supervision of INVESCO and the Board, will manage the investment portfolios of
the Funds in conformity with each Fund's respective investment policies. These
management services include: (a) managing the investment and reinvestment of all
the assets, now or hereafter acquired, of each Fund, and executing all purchases
and sales of portfolio securities; (b) maintaining a continuous investment
program for each Fund, consistent with (i) the Fund's investment policies as set
forth in the Company's Articles of Incorporation, Bylaws and Registration
Statement, and in any prospectus and/or statement of additional information of
the Fund, and (ii) each Fund's status as a regulated investment company under
the Internal Revenue Code of 1986, as amended; (c) determining what securities
are to be purchased or sold for each Fund, unless otherwise directed by the
Directors or INVESCO, and executing transactions accordingly; (d) providing the
Funds the benefit of all of the investment analysis and research, the reviews of
current economic conditions and trends, and the consideration of long-range
investment policy now or hereafter generally available to investment advisory
customers of IGAM; (e) determining what portion of each Fund's portfolio should
be invested in the various types of securities authorized for purchase by the
Funds; and (f) making recommendations as to the manner in which voting rights,
rights to consent to action by the Fund and any other rights pertaining to the
portfolio securities of the Funds shall be exercised.
Under the Proposed Sub-Advisory Agreement, IGAM is authorized to select
broker-dealers for the execution of brokerage transactions for the Funds,
subject to the requirement to obtain the most favorable execution and price.
After fulfilling such requirement, IGAM is authorized to consider whether such
firms furnish statistical, research and other information or services to IGAM,
as well as other factors, in selecting broker-dealers. Such information and
services may be of assistance to INVESCO or IGAM in making informed investment
decisions, and may be used by INVESCO and IGAM in servicing all of their
respective accounts, not just the Fund. IGAM will pay for maintaining the
personnel, office space, equipment and facilities necessary to perform its
obligations under the Proposed Sub-Advisory Agreement. All other expenses in
connection with the operation of the Funds are paid by the Funds or INVESCO. The
Proposed Sub-Advisory Agreement provides that, as compensation for its services,
IGAM will receive from INVESCO, at the end of each month, a fee based upon the
average daily value of each Fund's net assets, computed at the following annual
rate:
<PAGE>
0.2500% of average net assets up to $500 million
0.2166% of average net assets in excess of $500 million but
less than $1 billion
0.1833% of average net assets in excess of $1 billion
As noted above, this fee schedule is identical to the fee schedules
contained in the Present Agreements with IAML and IA. The sub-advisory fee for
each Fund is paid by INVESCO, NOT the Funds, and therefore approval of the
Proposed Sub-Advisory Agreement will not have any impact on Fund expenses.
If shareholders of each of the Funds approve this Proposal, the Proposed
Sub-Advisory Agreement will become effective [October 28, 1997] and will remain
in force for an initial term expiring two years from the effective date. After
the expiration of the initial term, the Sub-Advisory Agreement may be continued
from year to year as long as each such continuance is specifically approved by
the board of directors of the Company, or by a vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding shares of the Fund.
Each such continuance also must be approved by a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
continuance. The Proposed Sub-Advisory Agreement may be terminated at any time
without penalty by either party upon 60 days' written notice, or by each Fund
upon notice to INVESCO and IGAM, and terminates automatically in the event of an
assignment to the extent required by the 1940 Act and the rules thereunder. Once
approved by shareholders, any amendments to the Sub-Advisory Agreement must be
agreed to by IGAM and INVESCO; provided, however, that no material amendments
can be made unless they are approved by a majority of the Directors, including a
majority of the Independent Directors and a majority of the outstanding voting
securities of the Fund (if a shareholder vote is required by applicable law).
The Proposed Sub-Advisory Agreement contains various other provisions
including a section providing that IGAM will have no liability in connection
with its performance of sub-advisory services, except for situations involving
willful misfeasance, bad faith or negligence.
Board Action And Recommendation
At a meeting of the Board held on May 16, 1997, the Directors evaluated the
Proposed Sub-Advisory Agreement between INVESCO, the Funds' investment adviser,
and IGAM. The Independent Directors had available to them the assistance of
outside counsel throughout the process of determining whether to approve the
Proposed Sub-Advisory Agreement. Prior to and during the meetings the
Independent Directors requested and received all information they deemed
necessary to enable them to determine whether the Proposed Sub-Advisory
Agreement is in the best interests of the Company, the Funds and their
shareholders. At the meetings, the Independent Directors reviewed materials
furnished by Fund management and met with representatives of INVESCO. The
Independent Directors viewed as significant the fact that, under the Proposed
Sub-Advisory Agreement, the Adviser and the Sub-Advisers are expected to
continue to provide to the Company, the Funds and their shareholders investment
advisory services of the same nature and quality as under the current proposal.
In addition, the Board discussed and reviewed the terms and provisions of
the Proposed Sub-Advisory Agreement. The Board specifically noted that the fees
and expenses payable under each of the Proposed Sub-Advisory Agreement are
identical to the fees and expenses presently in effect under the corresponding
Present Agreements.
<PAGE>
Based upon the Directors' review and the evaluations of the materials they
received, and in consideration of all factors deemed relevant to them, the
Directors determined that the Proposed Sub- Advisory Agreement is fair,
reasonable and in the best interests of the Company, the Funds and their
shareholders.
Vote Required
As provided under the 1940 Act, approval of the Proposed Sub-Advisory
Agreement with respect to a Fund will require the affirmative vote of a majority
of the outstanding shares of each Fund voting separately as a class. Such a
majority is defined in the 1940 Act as the lesser of: (a) 67% or more of the
shares present at such meeting, if the holders of more than 50% of the
outstanding shares of each Fund are present or represented by proxy, or (b) more
than 50% of the total outstanding shares of each Fund.
If the shareholders of any particular Fund fail to approve the Proposed
Sub-Advisory Agreement, the Agreement will not go into effect for such Fund.
However, the Proposed Sub-Advisory Agreement will go into effect for each Fund
that receives shareholder approval.
THE DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND
THAT EACH FUND'S SHAREHOLDERS VOTE
IN FAVOR OF PROPOSAL 1.
INFORMATION CONCERNING ADVISER, SUB-ADVISERS, DISTRIBUTOR AND
AFFILIATED COMPANIES
INVESCO Funds Group, Inc., a Delaware corporation, serves as the Company's
investment adviser, as well as providing other services to the Company. INVESCO
Distributors, Inc. is a wholly-owned subsidiary of INVESCO Funds Group, Inc.
INVESCO Funds Group, Inc. 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(1) The corporate
headquarters of AMVESCAP are located at 11 Devonshire Square, London EC2M 4YR,
England. INVESCO'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 $16.4 billion as of July 31,
1997.
The principal executive officers and directors of INVESCO Funds Group, Inc.
and their principal occupations are:
- --------
(1) The intermediary companies between INAH and AMVESCAP 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.
<PAGE>
Dan J. Hesser, Chairman of the Board, President, Chief Executive Officer
and Director; Brian N. Minturn, Executive Vice President and Director; Hubert L.
Harris, Jr., Director, also, President of INVESCO Services, Inc., Director of
AMVESCAP, Chief Financial Officer of INVESCO Individual Services Group; Charles
P Mayer, Director; Robert J. O'Connor, Director, also, Chief Executive Officer
and Chairman of INVESCO Retirement Plan Services, a division of INVESCO Funds
Group, Inc.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237, with the exception of the address of
Messrs. Bishop, DeKinder and Harris, which is 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309 and Mr. O'Connor, whose address is 1355 Peachtree Street,
N.E., Atlanta, Georgia 30309.
INVESCO Asset Management Limited ("IAML") serves as the sub-adviser to the
European Small Company Fund and the Latin American Growth Fund. IAML is a direct
wholly-owned subsidiary of INVESCO Europe Limited ("IEL"), 11 Devonshire Square,
London EC2M 4YR, England. IEL is a direct wholly-owned subsidiary of AMVESCAP.
IAML has the primary responsibility for providing portfolio investment advisory
services to the European Small Company Fund and the Latin American Growth Fund.
IAML currently serves as adviser or sub-adviser to ___ investment portfolios
having aggregate net assets of $___ billion as of July 31, 1997.
The principal executive officer and directors of IAML and their principal
occupations are as follows:
Jeffrey C. Attfield, Deputy Chief Executive, Chairman of the Board and Fund
Manager; Sarah C. Bates, Director and Managing Director, Investment Trust
Division; Francesco Bertoni, Director and Investment Manager; Roy N. Bracher,
Director and Investment Director; Anthony Broccardo, Director and Fund Manager;
Ian A. Carstairs, Director and Investment Manager; Adam D. Cooke, Director and
Marketing Manager of Investment Services; Andre J. Crossley, Director and Fund
Manager; Olivier de Faramond, Director and Fund Manager; David C. Gillan,
Director and Investment Director; Peter J. Glynne-Percy, Director and Investment
Manager; P.A. Hillgarth, Director and Investment Manager; David C. Hypher,
Director and Investment Director; Martin R. Kraus, Director and Investment
Manager; Jeremy C. Lambourne, Director and Finance Director; Rory S. Powe,
Director and Investment Manager; Ricardo Ricciardi, Director; J-B de Franssu,
Director; and P. Lockwood, Director.
The address of each of the foregoing officer and directors is 11 Devonshire
Square, London EC2M 4YR, England.
INVESCO Asia Limited ("IA") serves as the sub-adviser to the INVESCO Asian
Growth Fund. IA is a wholly-owned subsidiary of INVESCO Pacific Holding, Ltd.
("IPHL"), Cedar House, 41 Cedar Avenue, Hamilton, HM12 Bermuda. IPHL is an
indirect wholly-owned subsidiary of AMVESCAP. IA's offices are located at Suite
2106, Two Pacific Place, 88 Queensbay, Hong Kong. IA has the primary
responsibility for providing portfolio investment advisory services to the Asian
Growth Fund. IA currently serves as adviser or sub-adviser to two investment
portfolios having aggregate net assets of $____ million as of July 31, 1997.
The principal executive officer and directors of IA and their principal
occupations are as follows:
<PAGE>
Andre Lo Tak, Managing Director; the Honorable Michael Benson, Chairman of
the Board; Patrick Nigel Hale, Director; James Ian Wedderburn Cleland Robertson,
Director; Anna Tong Seen Ming, Director; William A. Barron, Director; Hyung Jin
Song, Director; and Sammy Lau Chung Hing, Director.
The address of each of the foregoing officer and directors is Suite 2106,
Two Pacific Place, 88 Queensway, Hong Kong.
INVESCO Global Asset Management, Limited ("IGAM") will serve as the Funds'
sub-adviser. IGAM is a wholly-owned subsidiary of INAH. IGAM's offices are
located at 12 Bermudiana Road, P.O. Box HM 66, Hamilton, HM AX. IGAM will have
the primary responsibility for providing portfolio investment advisory services
to the Funds. IGAM also serves as adviser or sub-adviser to ____ investment
portfolios having aggregate net assets of $___________ as of July 31, 1997.
The principal executive officer and directors of IGAM and their principal
occupations are:
The address of each of the foregoing officers and directors is:
Pursuant to an Administrative Services Agreement between the Company and
INVESCO, INVESCO provides administrative services to the Company, including
distribution, sub-accounting and recordkeeping services and functions. During
the fiscal year ended July 31, 1997, the Company paid INVESCO total compensation
of $_______ in payment of such services ($______, $______ and $______ of such
compensation was paid to INVESCO by the European Small Company Fund, the Asian
Growth Fund and the Latin American Growth Fund, respectively).
During the fiscal year ended July 31, 1997, the Company paid INVESCO, which
also serves as the Company's registrar, transfer agent and dividend disbursing
agent, total compensation of $_________ for such services ($_______, $_______
and $_______ of such compensation was paid INVESCO by the European Small Company
Fund, the Asian Growth Fund and the Latin American Growth Fund, respectively).
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS [AND MANAGEMENT]
The following table sets forth, as of the Record Date, the beneficial
ownership of each Fund's issued and outstanding shares of beneficial interest by
each 5% or greater shareholder.
<PAGE>
Percent of
Name and Address Amount & Nature of Shares of
of Beneficial Owner Beneficial Ownership(2) Beneficial Interest
- --------------------------------------------------------------------------------
European Small
Company Fund
Asian Growth Fund
Latin American
Growth Fund
OTHER BUSINESS
The management of the Company has no business to bring before the Meeting
other than the matters described above. Should any other business be presented
at the Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
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
__________________ __, 1997
- --------
2
Each beneficial owner named above shares investment power with respect to
the shares listed next to its respective row, but its customers retain sole
voting power.
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
AGREEMENT made the [28th] day of [October], 1997, by and between INVESCO
FUNDS GROUP, INC. ("INVESCO"), a Delaware corporation, and INVESCO GLOBAL ASSET
MANAGEMENT LIMITED, a Bermuda corporation ("the Sub-Adviser").
WITNESSETH:
WHEREAS, INVESCO SPECIALTY FUNDS, INC. (the "Company") is engaged in
business as a diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended (hereinafter referred to as
the "Investment Company Act") and has one class of shares (the "Shares"), which
is divided into series, each representing an interest in a separate portfolio of
investments, with three such series being designated the INVESCO European Small
Company Fund, INVESCO Latin American Growth Fund and INVESCO Asian Growth Fund,
(collectively the "Funds"); and
WHEREAS, INVESCO and the Sub-Adviser are engaged in rendering investment
advisory services and are registered as investment advisers under the Investment
Advisers Act of 1940; and
WHEREAS, INVESCO has entered into an Investment Advisory Agreement with
the Company (the "INVESCO Investment Advisory Agreement"), pursuant to which
INVESCO is required to provide investment advisory services to the Company, and,
upon receipt of written approval of the Company, is authorized to retain
companies which are affiliated with INVESCO to provide such services; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to the Company on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, INVESCO and the Sub-Adviser hereby agree as follows:
ARTICLE I
DUTIES OF THE SUB-ADVISER
INVESCO hereby employs the Sub-Adviser to act as investment adviser to the
Company and to furnish the investment advisory services described below, subject
to the broad supervision of INVESCO and the Board of Directors of the Company,
for the period and on the terms and conditions set forth in this Agreement. The
Sub-Adviser hereby accepts such assignment and agrees during such period, at its
own expense, to render such services and to assume the obligations herein set
forth for the compensation provided for herein. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized herein, shall have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.
The Sub-Adviser hereby agrees to manage the investment operations of the
Fund, subject to the supervision of the Company's directors (the "Directors")
and INVESCO. Specifically, the Sub-Adviser agrees to perform the following
services:
<PAGE>
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, of the Funds, and to execute all purchases and
sales of portfolio securities;
(b) to maintain a continuous investment program for the Funds,
consistent with (i) the Funds investment policies as set forth in
the Company's Articles of Incorporation, Bylaws, and Registration
Statement, as from time to time amended, under the Investment
Company Act of 1940, as amended (the "1940 Act"), and in any
prospectus and/or statement of additional information of the Funds,
as from time to time amended and in use under the Securities Act of
1933, as amended, and (ii) the Company's status as a regulated
investment company under the Internal Revenue Code of 1986, as
amended;
(c) to determine what securities are to be purchased or sold for the
Funds, unless otherwise directed by the Directors of the Company or
INVESCO, and to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment
analysis and research, the reviews of current economic conditions
and trends, and the consideration of long-range investment policy
now or hereafter generally available to investment advisory
customers of the Sub-Adviser;
(e) to determine what portion of the Funds should be invested in the
various types of securities authorized for purchase by the Funds;
and
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Funds action and any other rights pertaining to
the Fund's portfolio securities shall be exercised.
With respect to execution of transactions for the Funds, the Sub-Adviser
is authorized to employ such brokers or dealers as may, in the Sub-Adviser's
best judgment, implement the policy of the Fund to obtain prompt and reliable
execution at the most favorable price obtainable. In assigning an execution or
negotiating the commission to be paid therefor, the Sub-Adviser is authorized to
consider the full range and quality of a broker's services which benefit the
Funds, including but not limited to research and analytical capabilities,
reliability of performance, and financial soundness and responsibility. Research
services prepared and furnished by brokers through which the Sub-Adviser effects
securities transactions on behalf of the Funds may be used by the Sub-Adviser in
servicing all of its accounts, and not all such services may be used by the
Sub-Adviser in connection with the Funds. In the selection of a broker or dealer
for execution of any negotiated transaction, the Sub-Adviser shall have no duty
or obligation to seek advance competitive bidding for the most favorable
negotiated commission rate for such transaction, or to select any broker solely
<PAGE>
on the basis of its purported or "posted" commission rate for such transaction,
provided, however, that the Sub-Adviser shall consider such "posted" commission
rates, if any, together with any other information available at the time as to
the level of commissions known to be charged on comparable transactions by other
qualified brokerage firms, as well as all other relevant factors and
circumstances, including the size of any contemporaneous market in such
securities, the importance to the Funds of speed, efficiency, and
confidentiality of execution, the execution capabilities required by the
circumstances of the particular transactions, and the apparent knowledge or
familiarity with sources from or to whom such securities may be purchased or
sold. Where the commission rate reflects services, reliability and other
relevant factors in addition to the cost of execution, the Sub-Adviser shall
have the burden of demonstrating that such expenditures were bona fide and for
the benefit of the Funds.
The Sub-Adviser may recommend transactions in which it has directly or
indirectly a material interest, in unregulated collective investment schemes
including any operated or advised by the Sub- Adviser or in margined
transactions. Advice on investments may extend to investments not traded or
exchanges recognized or designated by the Securities and Investments Board.
Both parties acknowledge that the advice given under this Agreement may
involve liabilities in one currency matched by assets in another currency and
that accordingly movements in rates of exchange may have a separate effect,
unfavorable as well as favorable on the gain or loss experienced on an
investment.
In carrying out its duties hereunder, the Sub-Adviser shall comply with
all instructions of INVESCO in connection therewith such instructions may be
given by letter, telex, telephone or facsimile by any Director or Officer of
INVESCO or by any other person authorized by INVESCO.
Any instructions which appear to conflict with the terms of this Agreement
may be confirmed by the Sub-Adviser with INVESCO prior to execution.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Sub-Adviser assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement, and shall,
at its own expense, provide the office space, equipment and facilities necessary
to perform its obligations under this Agreement. Except to the extent expressly
assumed by the Sub-Adviser herein and except to the extent required by law to be
paid by the Sub-Adviser, INVESCO and/or the Company shall pay all costs and
expenses in connection with the operations of the Funds.
<PAGE>
ARTICLE III
COMPENSATION OF THE SUB-ADVISER
For the services rendered, facilities furnished, and expenses assumed by
the Sub-Adviser, INVESCO shall pay to the Sub-Adviser a fee, computed daily and
paid as of the last day of each month, using for each daily calculation the most
recently determined net asset value of the Funds, as determined by a valuation
made in accordance with the Fund's procedures for calculating its net asset
value as described in the Fund's Prospectus and/or Statement of Additional
Information. The advisory fee to the Sub-Adviser shall be computed at the annual
rate of 0.2500% of the first $500 million of each Fund's average net assets,
0.2166% on the next $500 million of each Fund's average net assets, and 0.1833%
on each Fund's average net assets over $1 billion. During any period when the
determination of the Funds' net asset value is suspended by the Directors of the
Fund, the net asset value of a share of the Funds as of the last business day
prior to such suspension shall, for the purpose of this Article III, be deemed
to be the net asset value at the close of each succeeding business day until it
is again determined. However, no such fee shall be paid to the Sub-Adviser with
respect to any assets of the Funds which may be invested in any other investment
company for which the Sub-Adviser serves as investment adviser or sub-adviser.
The fee provided for hereunder shall be prorated in any month in which this
Agreement is not in effect for the entire month. The Sub-Adviser shall be
entitled to receive fees hereunder only for such periods as the INVESCO
Investment Advisory Agreement remains in effect.
ARTICLE IV
ACTIVITIES OF THE SUB-ADVISER
The services of the Sub-Adviser to the Funds are not to be deemed to be
exclusive, the Sub- Adviser and any person controlled by or under common control
with the Sub-Adviser (for purposes of this Article IV referred to as
"affiliates") being free to render services to others. It is understood that
directors, officers, employees and shareholders of the Funds are or may become
interested in the Sub- Adviser and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may
become interested in the Funds as directors, officers and employees.
ARTICLE V
AVOIDANCE OF INCONSISTENT POSITIONS AND
COMPLIANCE WITH APPLICABLE LAWS
In connection with purchases or sales of securities for the investment
portfolios of the Funds, neither the Sub-Adviser nor any of its directors,
officers or employees will act as a principal or agent for any party other than
the Funds or receive any commissions. The Sub-Adviser will comply with all
applicable laws in acting hereunder including, without limitation, the 1940 Act;
the Investment Advisers Act of 1940, as amended; and all rules and regulations
duly promulgated under the foregoing.
<PAGE>
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date it is approved by a
majority of the outstanding voting securities of the Fund of the Company, unless
sooner terminated, as hereinafter provided. Thereafter, this Agreement shall
remain in force for an initial term of two years from the date of execution, and
from year to year thereafter until its termination in accordance with this
Article VI, but only so long as such continuance is specifically approved at
least annually by (i) the Directors of the Company, or by the vote of a majority
of the outstanding voting securities of the Funds, and (ii) a majority of those
Directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by INVESCO, the Funds by vote of the Directors of the Company, or by
vote of a majority of the outstanding voting securities of the Funds, or by the
Sub-Adviser. A termination by INVESCO or the Sub-Adviser shall require sixty
days' written notice to the other party and to the Company, and a termination by
the Company shall require such notice to each of the parties. This Agreement
shall automatically terminate in the event of its assignment to the extent
required by the Investment Company Act of 1940 and the Rules thereunder.
The Sub-Adviser agrees to furnish to the Directors of the Company such
information on an annual basis as may reasonably be necessary to evaluate the
terms of this Agreement.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Article III hereof earned prior to such termination.
ARTICLE VII
LIABILITY
The Sub-Adviser agrees to use its best efforts and judgement and due care
in carrying out its duties under this Agreement provided however that the
Sub-Adviser shall not be liable to INVESCO for any loss suffered by INVESCO or
the funds advised in connection with the subject matter of this Agreement unless
such loss arises from the willful misfeasance, bad faith or negligence in the
performance of the Sub- Adviser's duties and subject and without prejudice to
the foregoing. INVESCO hereby undertakes to indemnify and to keep indemnified
the Sub-Adviser from and against any and all liabilities, obligations, losses,
damages, suits and expenses which may be incurred by or asserted against the
Sub-Adviser for which it is responsible pursuant to Article I hereof provided
always that the Sub-Adviser shall send to INVESCO as soon as possible all
claims, letters, summonses, writs or documents which it receives from third
parties and provide whatever information and assistance INVESCO may require and
no liability of any sort shall be admitted and no undertaking shall be given nor
shall any offer, promise or payment be made or legal expenses incurred by the
<PAGE>
Sub-Adviser without written consent of INVESCO who shall be entitled if it so
desires to take over and conduct in the name of the Sub-Adviser the defense of
any action or to prosecute any claim for indemnity or damages or otherwise
against any third party.
ARTICLE VIII
AMENDMENTS OF THIS AGREEMENT
No provision of this Agreement may be orally changed or discharged, but
may only be modified by an instrument in writing signed by the Sub-Adviser and
INVESCO. In addition, no amendment to this Agreement shall be effective unless
approved by (1) the vote of a majority of the Directors of the Company,
including a majority of the Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such amendment and (2) the vote of a majority of the
outstanding voting securities of the Funds (other than an amendment which can be
effective without shareholder approval under applicable law).
ARTICLE IX
DEFINITIONS OF CERTAIN TERMS
In interpreting the provisions of this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignments," "affiliated
person" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
ARTICLE X
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Colorado and the applicable provisions of the Investment Company Act.
To the extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE XI
MISCELLANEOUS
Advice. Any recommendation or advice given by the Sub-Adviser to INVESCO
hereunder shall be given in writing or by mail, telex, telefacsimile or by
telephone, such telephone advice to be confirmed by mail, telex, telefacsimile
or in writing to such place as INVESCO shall from time to time require; further
the Sub-Adviser shall be free to telephone INVESCO as it sees fit in the
performance of its duties.
<PAGE>
Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement shall be held illegal or made
invalid by a court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the remainder of
this Agreement.
Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO FUNDS GROUP, INC.
By: ____________________________________
President
ATTEST:
- ----------------------------------
Secretary
INVESCO GLOBAL ASSET MANAGEMENT
LIMITED
By:____________________________________
John Rodgers, Chief Executive Officer
ATTEST:
- -----------------------------------
Secretary
<PAGE>
INVESCO SPECIALTY FUNDS, INC.
INVESCO Asian Growth Fund
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Asian Growth Fund (the
"Fund") of INVESCO Specialty Funds, Inc., to be held at the Hyatt Regency Tech
Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October 28, 1997 at
10:00 a.m. (Mountain Time) and at any adjournment thereof, upon the matters set
forth below, all in accordance with and as more fully described in the Notice of
Special Meeting and Proxy Statement, dated ___________, 1997, receipt of which
is hereby acknowledged.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1.
INVISF
INVESCO SPECIALTY FUNDS, INC.
INVESCO Asian Growth Fund
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposal For Against Abstain
1. Proposal to approve a change in the corporate ___ ___ ___
sub-adviser to the Fund from INVESCO Asia
Limited ("IA") to INVESCO Global Asset Management
Limited ("IGAM").
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 Signature (Joint Owners) Date
<PAGE>
INVESCO SPECIALTY FUNDS, INC.
INVESCO European Small Company Fund
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO European Small Company Fund
(the "Fund") of INVESCO Specialty Funds, Inc., to be held at the Hyatt Regency
Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October 28, 1997
at 10:00 a.m. (Mountain Time) and at any adjournment thereof, upon the matters
set forth below, all in accordance with and as more fully described in the
Notice of Special Meeting and Proxy Statement, dated ___________, 1997, receipt
of which is hereby acknowledged.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1.
INVISF
INVESCO SPECIALTY FUNDS, INC.
INVESCO European Small Company Fund
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposal For Against Abstain
1. Proposal to approve a change in the corporate ___ ___ ___
sub-adviser to the Fund from INVESCO Asset
Management Limited ("IAML") to INVESCO Global
Asset Management Limited ("IGAM").
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 Signature (Joint Owners) Date
<PAGE>
INVESCO SPECIALTY FUNDS, INC.
INVESCO Latin American Growth Fund
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 28, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Latin American Growth Fund
(the "Fund") of INVESCO Specialty Funds, Inc., to be held at the Hyatt Regency
Tech Center, 7800 E. Tufts Avenue, Denver, Colorado 80237, on October 28, 1997
at 10:00 a.m. (Mountain Time) and at any adjournment thereof, upon the matters
set forth below, all in accordance with and as more fully described in the
Notice of Special Meeting and Proxy Statement, dated ___________, 1997, receipt
of which is hereby acknowledged.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1.
INVISF
INVESCO SPECIALTY FUNDS, INC.
INVESCO Latin American Growth Fund
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS A VOTE "FOR":
Vote On Proposal For Against Abstain
1. Proposal to approve a change in the corporate ___ ___ ___
sub-adviser to the Fund from INVESCO Asset
Management Limited ("IAML") to INVESCO Global
Asset Management Limited ("IGAM").
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 Signature (Joint Owners) Date
