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:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</Table>
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO MANAGER SERIES FUNDS, INC.
INVESCO MONEY MARKET 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
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PROXY INFORMATION
Shareholders of the AIM and INVESCO Funds have been mailed proxy statements
asking for approval of various proposals. The proxy statements for each AIM or
INVESCO fund contains disclosure information about the proposal(s) for which
votes are being solicited.
To read answers to common questions regarding proxy voting, your fund's
proposal(s), and to access your fund's proxy statement, prospectus, or annual
report, select your fund(s) from these drop down menus:
AIM Funds: INVESCO Funds:
Select a fund [drop-down box] Select a fund [drop-down box]
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WAYS TO VOTE.
You may cast your vote by any of the following methods. HOWEVER YOU CHOOSE TO
VOTE, IT IS IMPORTANT THAT YOU VOTE NOW TO SAVE THE EXPENSE OF ADDITIONAL
SOLICITATIONS.
BY INTERNET
[computer graphic]
You may vote your shares at [link] www.proxyweb.com unless your shares are held
through a broker, in which case you may vote your shares at [link]
www.proxyvote.com.
Enter the control number listed on the proxy card you received in the mail and
follow the instructions on the web site.
BY TELEPHONE
[telephone graphic]
Call toll-free 1.888.221.0697. Enter the control number listed on the proxy card
and follow the recorded instructions.
BY MAIL
[mailbox graphic]
Complete and sign the proxy card and return it in the postage-paid envelope
provided in the shareholder mailing.
IN PERSON
Please notify AIM Investments at 1.800.952.3502 if you wish to vote your shares
at the meeting.
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IF YOU HAVE ANY QUESTIONS...
If you have questions on the proxy or the voting process, please contact your
financial consultant or call AIM toll-free at 1.800.347.4246 any business day
between 7:30 a.m. and 5:30 p.m. CT.
If we have not received your proxy card before the date of the shareholder
meeting for your fund, a representative from our proxy solicitation firm,
Georgeson Shareholder Communications Inc., may contact you to remind you to
exercise your right to vote.
[LINKS] Prospectuses | Help | Site Map | Terms of Use | Privacy
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A I M FUND SERVICES, INC. 8/2003
--Copyright-- 2003 A I M Management Group Inc. All Rights Reserved.
INVESCO PROXY INFORMATION BY FUND
To access your INVESCO fund's proxy information, select the fund name from the
drop down, or scroll down to the page. Access the AIM Funds' proxy information.
[Drop-down box]
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INVESCO ADVANTAGE FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO BALANCED FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO CASH RESERVES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO CORE EQUITY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO DYNAMICS FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO ENERGY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO EUROPEAN FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO FINANCIAL SERVICES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO GOLD & PRECIOUS METALS FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO GROWTH FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO GROWTH & INCOME FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO HEALTH SCIENCES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO HIGH YIELD FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO INTERNATIONAL BLUE CHIP VALUE FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO LEISURE FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO MID-CAP GROWTH FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO MULTI-SECTOR FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO REAL ESTATE OPPORTUNITY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO S&P 500 INDEX FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO SELECT INCOME FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO SMALL COMPANY GROWTH FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO TAX-FREE BOND FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO TAX-FREE MONEY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO TECHNOLOGY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO TELECOMMUNICATIONS FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO TOTAL RETURN FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO TREASURER'S MONEY MARKET RESERVE FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO U.S. GOVERNMENT MONEY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO U.S. GOVERNMENT SECURITIES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
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INVESCO UTILITIES FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
Return to top
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INVESCO VALUE EQUITY FUND
1. Please read the proxy statement in full. (PDF)
2. Access some typical questions that shareholders may have regarding the
proxy statement. (PDF)
3. You may vote your shares at [Link] www.proxyweb.com.
ADDITIONAL FUND MATERIALS:
o Prospectus (PDF)
o Annual Report (PDF)
o Semiannual Report (PDF)
Return to top
[Links] Prospectuses | Help | Site Map | Terms of Use | Privacy
- --------------------------------------------------------------------------------
A I M FUND SERVICES, INC. 8/2003
--Copyright-- 2003 A I M Management Group Inc. All Rights Reserved.
GENERAL QUESTIONS & ANSWERS
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at www.aiminvestments.com unless your shares
are held through a broker, in which case you may vote your shares at
www.proxyvote.com. Because Internet voting is the most economical way
to vote your proxy, we encourage all shareholders to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailing.
o You may call in your vote at 1-888-221-0697 for the 24-hour automated
system. You will need the control number from your proxy card. You may
call 1-800-880-9347 for a customer service representative for voting or
questions; you will be asked identification questions such as your
current address and ZIP code.
o If you do attend the meeting, you may vote your shares in person.
Please notify AIM Investments at 1-800-952-3502 if you plan to attend
the meeting.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum, or proxies may have to be resent to shareholders.
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
information that travels between proxyweb.com's Web server and the
shareholder's computer.
o CONTROL NUMBER - Each shareholder is required to enter his or her
control number. Proxyweb.com verifies the number and presents the
holder with the appropriate proxy card for his or her fund(s).
o FIREWALL - To protect the confidentiality of your account records,
proxyweb.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remains behind our firewall.
HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.
Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.
All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.
WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
o To elect 16 directors to the Board of Directors of INVESCO
International Funds, Inc. ("Company"), each of whom will serve until
his or her successor is elected and qualified.
o To approve a new investment advisory agreement with A I M Advisors,
Inc.
o To approve a new sub-advisory agreement between A I M Advisors, Inc.
and INVESCO Global Asset Management (N.A.), Inc.
o To approve an Agreement and Plan of Reorganization which provides for
the redomestication of Company as a Delaware statutory trust and, in
connection therewith, the sale of all of Company's assets and the
dissolution of Company as a Maryland corporation.
WHAT AM I BEING ASKED TO VOTE ON?
o You are being asked to vote on the approval of the election of
directors to the Board of Directors of Company.
o You are being asked to vote on the approval of a new investment
advisory agreement with A I M Advisors, Inc.
o You are being asked to vote on the approval of a new sub-advisory
agreement between A I M Advisors, Inc. and INVESCO Global Asset
Management (N.A.), Inc.
o You are being asked to vote on the approval of an Agreement and Plan of
Reorganization for the redomestication of Company as a Delaware
statutory trust and, in connection therewith, the sale of all of
Company's assets and the dissolution of Company as a Maryland
corporation.
WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
The shareholders of all the AIM Funds and the INVESCO Funds would benefit if a
unified board of directors/trustees was responsible for overseeing the operation
of both the AIM Funds and the INVESCO Funds and the services provided by A I M
Advisors, Inc., INVESCO Funds Group, Inc. and their affiliates.
WHY IS A NEW INVESTMENTS ADVISORY AGREEMENT BEING PROPOSED?
o To restructure the advisory and administrative servicing arrangements
so that A I M Advisors, Inc. is the advisor and administrator for all
INVESCO Funds and AIM Funds.
WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
o INVESCO Global Asset Management (N.A.), Inc., will be the sub-advisor
for your Fund.
o There will not be any increase in the fee rate under the proposed new
sub-advisory agreement.
WHY IS THE REDOMESTICATION BEING PROPOSED?
o The redomestication is being proposed primarily to provide INVESCO
International Funds, Inc. greater flexibility in conducting its
business.
o The Delaware statutory trust organizational form offers a number of
advantages over the Maryland corporate organizational form.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED ELECTION OF DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH INVESCO GLOBAL ASSET MANAGEMENT
(N.A.), INC".
WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF THE IIFI PLAN TO REDOMESTICATE INVESCO INTERNATIONAL FUNDS, INC. AS
A DELAWARE STATUTORY TRUST".
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.
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For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.
GENERAL QUESTIONS & ANSWERS
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at www.aiminvestments.com unless your shares
are held through a broker, in which case you may vote your shares at
www.proxyvote.com. Because Internet voting is the most economical way
to vote your proxy, we encourage all shareholders to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailing.
o You may call in your vote at 1-888-221-0697 for the 24-hour automated
system. You will need the control number from your proxy card. You may
call 1-800-880-9347 for a customer service representative for voting or
questions; you will be asked identification questions such as your
current address and ZIP code.
o If you do attend the meeting, you may vote your shares in person.
Please notify AIM Investments at 1-800-952-3502 if you plan to attend
the meeting.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum, or proxies may have to be resent to shareholders.
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
information that travels between proxyweb.com's Web server and the
shareholder's computer.
o CONTROL NUMBER - Each shareholder is required to enter his or her
control number. Proxyweb.com verifies the number and presents the
holder with the appropriate proxy card for his or her fund(s).
o FIREWALL - To protect the confidentiality of your account records,
proxyweb.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remains behind our firewall.
HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.
Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.
All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.
WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
o To elect 16 directors to the Board of Directors of INVESCO Manager
Series Funds, Inc. ("Company"), each of whom will serve until his or
her successor is elected or qualified.
o To approve a new investment advisory agreement with A I M Advisors,
Inc.
o To approve a new sub-advisory agreement between A I M Advisors, Inc.
and INVESCO Institutional (N.A.), Inc.
o To approve an Agreement and Plan of Reorganization which provides for
the redomestication of Company as a Delaware statutory trust and, in
connection therewith, the sale of all of Company's assets and the
dissolution of Company as a Maryland corporation.
WHAT AM I BEING ASKED TO VOTE ON?
o You are being asked to vote on the election of 16 directors to the
Board of Directors of Company.
o You are being asked to vote on the approval of a new investment
advisory agreement with A I M Advisors, Inc.
o You are being asked to vote on the approval of a new sub-advisory
agreement between AIM and INVESCO Institutional (N.A.), Inc.
o You are being asked to vote on the approval of an Agreement and Plan of
Reorganization, which provides for the redomestication of Company as
Delaware statutory trust and, in connection therewith, the sale of all
of Company's assets and the dissolution of Company as a Maryland
corporation.
WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
o The shareholders of all the AIM Funds and the INVESCO Funds would
benefit if a unified board of directors/trustees was responsible for
overseeing the operation of both the AIM Funds and the INVESCO Funds
and the services provided by A I M Advisors, Inc., INVESCO Funds Group,
Inc. and their affiliates.
WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
o To restructure the advisory and administrative servicing arrangements
so that AIM Advisors, Inc., is the advisor and administrator for all
INVESCO Funds and AIM Funds.
WHO WILL BE THE NEW SUB-ADVISOR UNDER THE NEW SUB-ADVISORY AGREEMENT BEING
PROPOSED?
o INVESCO Institutional (N.A.), Inc., will be the sub-advisor for your
Fund.
o There will not be any increase in the fee rate under the proposed new
sub-advisory agreement.
WHY IS THE REDOMESTICATION BEING PROPOSED?
o Primarily to provide Company with greater flexibility in conducting its
business operations.
o The Delaware statutory trust organizational form offers a number of
advantages over the Maryland corporate organizational form.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE ELECTION OF DIRECTORS?
Further details can be found in the section of the proxy statement titled
"Election of Directors".
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"Approval of a New Investment Advisory Agreement".
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW SUB-ADVISORY
AGREEMENT?
Further details can be found in the section of the proxy statement titled
"Approval of a New Sub-Advisory Agreement with INVESCO Institutional (N.A.)
Inc".
WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"Approval of the IMSFI Plan to redomesticate INVESCO Manger Series Funds, Inc.
as a Delaware Statutory Trust".
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.
- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.
GENERAL QUESTIONS & ANSWERS
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
HOW DO I VOTE?
Voting may take place in the following ways:
- You may vote your shares at www.aiminvestments.com unless your shares
are held through a broker, in which case you may vote your shares at
www.proxyvote.com. Because Internet voting is the most economical way
to vote your proxy, we encourage all shareholders to use this method.
- You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailing.
- You may call in your vote at 1-888-221-0697 for the 24-hour automated
system. You will need the control number from your proxy card. You may
call 1-800-880-9347 for a customer service representative for voting
or questions; you will be asked identification questions such as your
current address and ZIP code.
- If you do attend the meeting, you may vote your shares in person.
Please notify AIM Investments at 1-800-952-3502 if you plan to attend
the meeting.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR the proposals on the proxy card.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the October 21, 2003, shareholder
meeting. If this happens, additional solicitations may have to be made to obtain
a quorum, or proxies may have to be resent to shareholders.
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Georgeson Shareholder Communications Inc. as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxyweb.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
- SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
information that travels between proxyweb.com's Web server and the
shareholder's computer.
- CONTROL NUMBER - Each shareholder is required to enter his or her
control number. Proxyweb.com verifies the number and presents the
holder with the appropriate proxy card for his or her fund(s).
- FIREWALL - To protect the confidentiality of your account records,
proxyweb.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remains behind our firewall.
HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you
and could help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.
Individual Accounts: Shareholders should sign exactly as their name appears in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the account registration shown on the proxy card.
All Other Accounts: The capacity of the individual signing the proxy card (for
example, "trustee") should be indicated unless it is reflected in the form of
registration. If a corporation, please sign full corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 p.m. Central Time on October 21, 2003.
WHAT ARE THE PROPOSALS BEING PRESENTED AT THE MEETING?
- To elect 16 directors to the Board of Directors of INVESCO Money
Market Funds, Inc., ("Company"), each of whom will serve until his or
hers successor is elected and qualified.
- To approve a new investment advisory agreement with A I M Advisors,
Inc.
- To approve an Agreement and Plan of Reorganization which provides for
the redomestication of Company as a Delaware statutory trust and, in
connection therewith, the sale of all of Company's assets and the
dissolution of Company as a Maryland corporation.
WHAT AM I BEING ASKED TO VOTE ON?
- You are being asked to vote on the election of directors to the Board
of Directors of Company.
- You are being asked to vote on the approval of a new investment
advisory agreement with A I M Advisors, Inc.
- You are being asked to vote on the approval of an Agreement and Plan
of Reorganization for the redomestication of your Company as a
Delaware statutory trust and, in connection therewith, the sale of all
of Company's assets and the dissolution of Company as a Maryland
corporation.
WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED?
- The shareholders of all the AIM Funds and the INVESCO Funds would
benefit if a unified board of directors/trustees was responsible for
overseeing the operation of both the AIM Funds and the INVESCO Funds
and the services provided by A I M Advisors, Inc, INVESCO Funds Group,
Inc. and their affiliates.
WHY IS A NEW INVESTMENT ADVISORY AGREEMENT BEING PROPOSED?
- Restructuring the advisory and administrative servicing arrangements
so A I M Advisors, Inc. is the advisor and administrator for all AIM
Funds and INVESCO Funds.
WHY IS THE REDOMESTICATION BEING PROPOSED?
- The redomestication is being proposed primarily to provide Company
with greater flexibility in conducting its business operations.
- The Delaware statutory trust organizational form offers a number of
advantages over the Maryland corporate organizational form.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED ELECTION OF DIRECTORS?
Further details can be found in the section of the proxy statement titled
"ELECTION OF DIRECTORS".
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT".
WHERE CAN I FIND MORE INFORMATION CONCERNING THIS PROPOSED REDOMESTICATION?
Further details can be found in the section of the proxy statement titled
"APPROVAL OF THE IMMFI PLAN TO REDOMESTICATE INVESCO MONEY MARKET FUNDS, INC. AS
A DELWARE STATUTORY TRUST".
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REDOMESTICATION?
The redomestication has been structured as a tax-free transaction for Federal
income tax purposes.
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON EACH PROPOSAL?
The board recommends that you vote FOR each proposal.
- --------------------------------------------------------------------------------
For more complete information about any AIM or INVESCO funds, including sales
charges and expenses, obtain the prospectus. Please read the prospectus(es)
carefully before you invest or send money.