Exhibit 17 [Name and Address of Proxy Solicitor] INVESCO TAX-FREE INTERMEDIATE BOND FUND INVESCO TAX-FREE INCOME 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 Tax-Free Income Funds, Inc. ("Company") and relates to the proposals with respect to the Company and to INVESCO Tax-Free Intermediate Bond 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 DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-[ ] TOLL FREE OR VISIT WWW.[ ].COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800 [ ]-[ ] TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [INVXXX] KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. INVESCO TAX-FREE INTERMEDIATE BOND FUND INVESCO TAX-FREE INCOME FUNDS, INC. VOTE ON DIRECTORS FOR WITHHOLD FOR ALL ALL ALL EXCEPT 4. Election of the Company's Board /_/ /_/ /_/ To withhold of Directors; (1) Charles W. authority to Brady; (2) Fred A. Deering; (3) vote for any Mark H. Williamson; individual (4) Dr. Victor L. Andrews; nominee(s), mark (5) Bob R. Baker; (6) Lawrence "For All Except" H. Budner; (7) Dr. Wendy Lee and write the Gramm; (8) Kenneth T. King; nominee's number (9) John W. McIntyre; and on the line (10) Dr. Larry Soll below. ----------------- VOTE ON PROPOSALS FOR AGAINST ABSTAIN 1. Approval of an agreement and plan of reorganization and termination under /_/ /_/ /_/ which INVESCO Tax-Free Long-Term Bond Fund ("Long-Term Bond Fund"), a series of INVESCO Tax-Free Income Funds, Inc., ("Income Funds") would acquire all of the assets of Intermediate Bond Fund in exchange solely for shares of Long-Term Bond Fund and the assumption by Long-Term Bond Fund of all of Intermediate Bond Fund's liabilities, followed by the distribution of those shares to the shareholders of Intermediate Bond Fund, all as described in the accompanying Prospectus/Proxy Statement; 2. Approval of an Agreement and Plan of Conversion and Termination providing for the conversion of Intermediate Bond Fund from a separate series of Tax-Free Income Funds to a separate series of INVESCO Bond Funds, Inc., all as described in the accompanying Prospectus/Proxy Statement; 3. Approval of changes to the /_/ /_/ /_/ fundamental investment restrictions; /_/To vote against the proposed changes to one or more of the specific fundamental investment restrictions, but to approve others, PLACE AN "X" IN THE BOX AT left and indicate the number(s) (as set forth in the proxy statement) of the investment policy or restrictions you do not want to change on the line below. - ----------------------------------------- 5. Ratification of the selection of PricewaterhouseCoopers LLP as the /_/ /_/ /_/ Company'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-[ ] TOLL FREE OR VISIT WWW.[ ].COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-[ ]-[ ] Please sign exactly as name appears hereon. If stock is held in the name of joint owners, each should sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shareholder is a corporation or partnership, please sign in full corporate or partnership name by authorized person - ------------------------------------------------- ------------------------------ Signature Date - ------------------------------------------------- ------------------------------ Signature (Joint Owners) Date