PRE 14A 1 preliminaryproxy.txt ICSPROXY051002 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. __ ) [X] Filed by the Registrant [ ] 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 COUNSELOR SERIES FUNDS, INC. Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 fees calculated and state how it was determined): _______________________________________________________________ 4. Proposed maximum aggregate value of transaction: _______________________________________________________________ 5. Total fee paid: _______________________________________________________________ [ ] Fee paid previously by written preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: ______________________________________________ 2. Form Schedule or Registration Statement No. ______________________________________________ 3. Filing Party: ______________________________________________ 4. Date Filed: ______________________________________________ INVESCO LOGO INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO GLOBAL GROWTH FUND (CLASS A, B AND C SHARES) INVESCO MID-CAP GROWTH FUND (CLASS A, B, C, K, AND INSTITUTIONAL CLASS SHARES) June 7, 2002 ================================================================================ Dear Shareholder: The attached proxy materials seek your approval to convert each of the above-named Funds from separate series of INVESCO Counselor Series Funds, Inc. ("Counselor Series Funds"), to a separate series of an existing INVESCO investment company. Under the proposals described in the attached proxy materials, the INVESCO Global Growth Fund would become a series of INVESCO International Funds, Inc. ("International Funds") and the INVESCO Mid-Cap Growth Fund would become a series of INVESCO Stock Funds, Inc. ("Stock Funds"). YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR BOTH PROPOSALS. The board believes that the proposed conversions of the Funds will consolidate and streamline and render more efficient the administration of the Funds. The attached proxy materials provide more information about the proposed conversions. It is very important to note that the proposed conversions will NOT in any way affect the rights of Fund shareholders. Fund shareholders will continue to have all the rights they currently have as shareholders of the INVESCO Global Growth Fund and INVESCO Mid-Cap Growth Fund. There will be no changes to the expenses charged to the Funds and no sales loads, redemption fees or other transaction fees will result from approval of the proposed conversions. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your shares early will permit Counselor Series Funds to avoid costly follow-up mail and telephone solicitation. After reviewing the attached materials, please complete, sign and date your proxy card and mail it in the enclosed return envelope promptly. As an alternative to using the paper proxy card to vote, you may vote by telephone, by facsimile, through the Internet, or in person. Very truly yours, /s/ Mark H. Williamson -------------------------------- Mark H. Williamson President INVESCO Counselor Series Funds, Inc. INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO GLOBAL GROWTH FUND (CLASS A, B AND C SHARES) INVESCO MID-CAP GROWTH FUND (CLASS A, B, C, K, AND INSTITUTIONAL CLASS SHARES) NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 18, 2002 ================================================================================ To The Shareholders: NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Meeting") of INVESCO Global Growth Fund and INVESCO Mid-Cap Growth Fund (each, a "Fund" and collectively, the "Funds"), each a series of INVESCO Counselor Series Funds, Inc. ("Counselor Series Funds"), will be held on July 18, 2002, at 10:00 a.m. Mountain Time, at the offices of INVESCO Funds Group, Inc., 4350 South Monaco Street, Denver, Colorado, 80237 for the following purposes: 1. For INVESCO Global Growth Fund voting separately, to approve an Agreement and Plan of Conversion and Termination providing for the conversion of the Fund from a separate series of Counselor Series Funds to a separate series of INVESCO International Funds, Inc.; 2. For INVESCO Mid-Cap Growth Fund voting separately, to approve an Agreement and Plan of Conversion and Termination providing for the conversion of the Fund from a separate series of Counselor Series Funds, to a separate series of INVESCO Stock Funds, Inc.; and 3. To transact such other business as may properly come before the meeting or any adjournment thereof. You are entitled to vote at the meeting and any adjournment thereof if you owned shares of either Fund at the close of business on May 21, 2002. 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 any Fund for any purpose germane to the Meeting during ordinary business hours at the offices of the Counselor Series Funds, 4350 South Monaco Street, Denver, Colorado 80237. A copy of this list also will be available at the Meeting. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. By order of the Board of Directors, /s/ Glen A. Payne Glen A. Payne Secretary June 7, 2002 Denver, Colorado PRELIMINARY PROXY INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO GLOBAL GROWTH FUND (CLASS A, B AND C SHARES) INVESCO MID-CAP GROWTH FUND (CLASS A, B, C, K, AND INSTITUTIONAL CLASS SHARES) ================================================================================ 4350 SOUTH MONACO STREET DENVER, COLORADO 80237 (TOLL FREE) 1-800-525-8085 PROXY STATEMENT SPECIAL MEETING OF SHAREHOLDERS JULY 18, 2002 VOTING INFORMATION This Proxy Statement is being furnished to shareholders of INVESCO Global Growth Fund ("Global Growth Fund") and INVESCO Mid-Cap Growth Fund ("Mid-Cap Growth Fund") (each, a "Fund" and collectively, the "Funds"), each a series of INVESCO Counselor Series Funds, Inc. ("Counselor Series Funds"), in connection with the solicitation of proxies from shareholders of the Funds by the board of directors of Counselor Series Funds (the "Board") for use at a special meeting of shareholders to be held on July 18, 2002, at 10:00 a.m. Mountain Time (the "Meeting"), and at any adjournment of the Meeting. This Proxy Statement and form of proxy will first be mailed to shareholders on or about June 7, 2002. For each Fund, one-third of that Fund's shares outstanding on May 21, 2002 (the "Record Date"), represented in person or by proxy, shall constitute a quorum and must be present for the transaction of business at the Meeting. If a quorum is not present at the Meeting or a quorum is present but sufficient votes to approve one or both of the proposals set forth in this Proxy Statement are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote those proxies that they are entitled to vote FOR either proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST that proposal against such adjournment. A shareholder vote may be taken on one or both of the proposals in this Proxy Statement prior to any such adjournment if a quorum is present with respect to each proposal, sufficient votes have been received to approve the proposal, and it is otherwise appropriate. Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present but will not be voted for or against any adjournment or proposal. Accordingly, abstentions and broker non-votes effectively will be a vote against adjournment or against any proposal where the required vote is a percentage of the shares present or outstanding. Abstentions and broker non-votes will not be counted, however, as votes cast for purposes of determining whether sufficient votes have been received to approve a proposal. The individuals named as proxies on the enclosed proxy card will vote in accordance with your directions as indicated on that proxy card, if it is received properly executed by you or by your duly appointed agent or attorney-in-fact. If you sign, date and return the proxy card, but give no voting instructions, your shares will be voted in favor of approval of each of the proposals and the duly appointed proxies may, in their discretion, vote upon such other matters as may come before the Meeting. The proxy card may be revoked by giving another proxy or by letter revoking the initial proxy. To be effective, revocation must be received by Counselor Series Funds prior to the Meeting and must indicate your name and account number. If you attend the Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby canceling any proxy previously given. In order to reduce costs, the notices to a shareholder having more than one account in a Fund listed under the same Social Security number at a single address have been combined. The proxy cards have been coded so that a shareholder's votes will be counted for each such account. As of the Record Date, each Fund had the following amount of shares of common stock outstanding: -------------------------------------------------------------------------------- NUMBER OF SHARES NAME OF FUND - CLASS OUTSTANDING -------------------------------------------------------------------------------- INVESCO GLOBAL GROWTH FUND - CLASS A -------------------------------------------------------------------------------- INVESCO GLOBAL GROWTH FUND - CLASS B -------------------------------------------------------------------------------- INVESCO GLOBAL GROWTH FUND - CLASS C -------------------------------------------------------------------------------- INVESCO MID-CAP GROWTH FUND - CLASS A -------------------------------------------------------------------------------- INVESCO MID-CAP GROWTH FUND - CLASS B -------------------------------------------------------------------------------- INVESCO MID-CAP GROWTH FUND - CLASS C -------------------------------------------------------------------------------- INVESCO MID-CAP GROWTH FUND - CLASS K -------------------------------------------------------------------------------- INVESCO MID-CAP GROWTH FUND - INSTITUTIONAL CLASS -------------------------------------------------------------------------------- The solicitation of proxies will be made primarily by mail but also may be made by telephone or oral communications by representatives of INVESCO Funds Group, Inc. ("INVESCO"), the investment advisor and transfer agent of the Funds, and INVESCO Distributors, Inc. ("IDI"), the distributor of the INVESCO group of investment companies ("INVESCO Funds"), none of whom will receive any compensation for these activities from the Funds. INVESCO and IDI are located at 4350 South Monaco Street, Denver, Colorado, 80237. You may vote by telephone, mail, by facsimile or through a secure Internet site. To vote via the Internet or by telephone, please access the web site or call the toll-free number listed on your proxy card or noted in the enclosed voting instructions. To vote via the Internet or by telephone you will need the "control number" that appears on your proxy card. Proxies voted by telephone, facsimile or Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked. COPIES OF THE COUNSELOR SERIES FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, ARE AVAILABLE UPON REQUEST. SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO INVESCO DISTRIBUTORS, INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY CALLING TOLL-FREE 1-800-525-8085. Except as set forth in Appendix A, INVESCO does not know of any person who owns beneficially 5% or more of the shares of any Fund. Directors and officers of Counselor Series Funds own in the aggregate less than 1% of the shares of each Fund. VOTE REQUIRED. Approval of Proposal 1 with respect to Global Growth Fund, and Proposal 2 with respect to Mid-Cap Growth Fund, requires the affirmative vote of a majority of the outstanding securities of the respective Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). This means that for each Fund, a Proposal must be approved by the lesser of: (i) 67% of that Fund's shares present at a meeting of shareholders if the owners of more than 50% of that Fund's shares then outstanding are present in person or by proxy; or (ii) more than 50% of that Fund's outstanding shares. Each outstanding full share of each Fund is entitled to one vote, and each outstanding fractional share thereof is entitled to a proportionate fractional share of one vote. If either Proposal is not approved by the requisite vote of shareholders of a Fund or the Funds, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. PROPOSAL 1: TO APPROVE AN AGREEMENT AND PLAN OF CONVERSION AND TERMINATION PROVIDING FOR THE CONVERSION OF INVESCO GLOBAL GROWTH FUND ("GLOBAL GROWTH FUND") FROM A SEPARATE SERIES OF INVESCO COUNSELOR SERIES FUNDS, INC. ("COUNSELOR SERIES FUNDS") TO A SEPARATE SERIES OF INVESCO INTERNATIONAL FUNDS, INC. ("INTERNATIONAL FUNDS"). Global Growth Fund is presently organized as a series of the Counselor Series Funds. The Board, including a majority of its directors who are not "interested persons," as that term is defined in the 1940 Act (the "Independent Directors"), has approved an Agreement and Plan of Conversion and Termination for Global Growth Fund (the "Global Growth Fund Conversion Plan") in the form attached to this Proxy Statement as Appendix B. The Global Growth Fund Conversion Plan provides for the conversion of Global Growth Fund from a separate series of the Counselor Series Funds, a Maryland corporation, to a newly established separate series (the "New Global Growth Series") of International Funds, also a Maryland corporation (the "Global Growth Fund Conversion"). THE PROPOSED GLOBAL GROWTH FUND CONVERSION WILL HAVE NO MATERIAL EFFECT ON THE SHAREHOLDERS, OFFICERS, OPERATION, EXPENSES OR MANAGEMENT OF THE GLOBAL GROWTH FUND. The New Global Growth Series, which has not yet commenced business operations and was established for the purpose of effecting the Global Growth Fund Conversion, will carry on the business of Global Growth Fund following that conversion, and will have investment objectives, policies and restrictions identical to those of Global Growth Fund. The investment objective, policies and restrictions of Global Growth Fund will not change. The risks and potential rewards to shareholders invested in Global Growth Fund will not change. Since both Counselor Series Funds and International Funds are Maryland corporations organized under substantially similar Articles of Incorporation, the rights of security holders of Global Growth Fund under state law and its governing documents will remain unchanged after the Global Growth Fund Conversion. Shareholder voting rights under both Counselor Series Funds and International Funds are currently based on the number of shares owned by such shareholder. There will be no changes to the expenses charged to the Fund and no sales loads, redemption fees or other transaction fees will result from approval of the proposed conversion. All individuals who serve as directors of Counselor Series Funds also serve as directors of International Funds. Richard W. Healey, who is affiliated with INVESCO, also serves on the International Funds board of directors. Mr. Healey is a Senior Vice President of INVESCO; Senior Vice President of IDI; and was formerly Senior Vice President of GT Global North America (1996 to 1998) and The Boston Company (1993 to 1996). Mr. Healey will not receive compensation from International Funds as a director. INVESCO, the investment advisor to Global Growth Fund, will be responsible for providing the New Global Growth Series with various administrative services and supervising the daily business affairs of the New Global Growth Fund Series, subject to the supervision of the board of directors of International Funds, under management contracts substantially identical to the contracts in effect between INVESCO and Global Growth Fund immediately prior to the proposed Global Growth Fund Conversion. The distribution agent for the Fund, IDI, will distribute shares of the New Global Growth Series under Master Distribution Agreements substantially identical to the contracts in effect between IDI and the Global Growth Fund immediately prior to the proposed conversion. REASONS FOR THE PROPOSED CONVERSION The Board unanimously recommends conversion of the Global Growth Fund to a separate series of International Funds (i.e., to New Global Growth Series). This proposed conversion is part of an overall plan that also involves the conversion of INVESCO Mid-Cap Growth Fund into a separate series of INVESCO Stock Funds, Inc. The goal of the two conversions is to combine the Funds with similar types of funds into a single corporate entity. Ultimately, if both of the conversions are approved, the INVESCO Funds will be organized into a group of core companies, with one core company for each major fund type -- for example, all INVESCO Funds that invest primarily in global or international securities will be series of one core company, all INVESCO Funds that invest primarily in debt securities will be series of one core company, and substantially all INVESCO Funds that invest primarily in equity securities of domestic issuers will be series of one core company. Ultimately, it is expected that all INVESCO Funds that have an international or global mandate and therefore invest substantially in equity securities of international issuers will become series of International Funds. THE PROPOSED GLOBAL GROWTH FUND CONVERSION WILL HAVE NO MATERIAL EFFECT ON THE SHAREHOLDERS, OFFICERS, OPERATIONS EXPENSES OR MANAGEMENT OF THE GLOBAL GROWTH FUND. It is possible but cannot be guaranteed that the more efficient administration of the Fund resulting from the Global Growth Fund Conversion may result in reduced marketing and administrative expenses. The proposal to present the Conversion Plan to shareholders was approved by the Board, including all of its Independent Directors, on May 10, 2002. The Board recommends that shareholders of Global Growth Fund vote FOR the approval of the Global Growth Fund Conversion Plan. Such a vote encompasses approval of both: (i) the conversion of Global Growth Fund to a separate series of International Funds; and (ii) a temporary waiver of certain investment limitations of the Global Growth Fund, to permit the Global Growth Fund Conversion (see "Temporary Waiver of Investment Restrictions," below). If shareholders of Global Growth Fund do not approve the Global Growth Fund Conversion Plan, set forth herein, Global Growth Fund will continue to operate as a series of Counselor Series Funds. SUMMARY OF THE CONVERSION PLAN The following discussion summarizes the important terms of the Global Growth Fund Conversion Plan. This summary is qualified in its entirety by reference to the Global Growth Fund Conversion Plan itself, which is attached as Appendix B to this Proxy Statement. If the Global Growth Fund Conversion Plan is approved by shareholders of Global Growth Fund, on October 30, 2002, or such later date as to which Counselor Series Funds and International Funds agree (the "Closing Date"), Global Growth Fund will transfer all of its assets to the New Global Growth Series in exchange solely for shares thereof ("New Global Growth Series Shares") equal to the number of Global Growth Fund shares outstanding on the Closing Date ("Global Growth Fund Shares") and the assumption by the New Global Growth Series of all of the liabilities of the Global Growth Fund. Immediately thereafter, Global Growth Fund will constructively distribute to each Global Growth Fund shareholder one New Global Growth Series Share for each Global Growth Fund Share held by the shareholder on the Closing Date, by class, in liquidation of the Global Growth Fund Shares. As soon as is practicable after this distribution of New Global Growth Series Shares, Global Growth Fund will be terminated as a series of Counselor Series Funds and will be wound up and liquidated. UPON COMPLETION OF THE GLOBAL GROWTH FUND CONVERSION, EACH GLOBAL GROWTH FUND SHAREHOLDER WILL OWN FULL AND FRACTIONAL NEW GLOBAL GROWTH SERIES SHARES EQUAL IN NUMBER, DENOMINATION AND AGGREGATE NET ASSET VALUE TO, AND OF THE SAME CLASS AS, HIS OR HER GLOBAL GROWTH FUND SHARES. The Conversion Plan obligates International Funds to enter into: (i) an Investment Advisory Agreement with INVESCO with respect to the New Global Growth Series (the "New Advisory Agreement"); and (ii) new Master Distribution Plan and Agreements under Rule 12b-1 (the "New 12b-1 Plans") with respect to each class of the New Global Growth Series (collectively, the "New Agreements"). Approval of the Global Growth Fund Conversion Plan by shareholders of Global Growth Fund will authorize Counselor Series Funds (which will be issued a single share of New Global Growth Series on a temporary basis) to approve the New Agreements with respect to New Global Growth Series as the sole initial shareholder of the New Global Growth Series. Each New Agreement will be identical to the corresponding contract or plan in effect with respect to Global Growth Fund immediately prior to the Closing Date. The New Advisory Agreement will take effect on the Closing Date, and will continue in effect for two years. Thereafter, the New Advisory Agreement will continue in effect only if its continuance is approved at least annually: (i) by the vote of a majority of Independent Directors cast in person at a meeting called for the purpose of voting on such approval; and (ii) by the vote of a majority of International Funds' directors or a majority of the outstanding voting shares of the New Global Growth Series. The New 12b-1 Plans will take effect on the Closing Date. The New 12b-1 Plans will continue in effect only if approved annually by a vote of International Funds' Independent Directors, cast in person at a meeting called for that purpose. The New Advisory Agreement will be terminable without penalty on sixty days' written notice by either International Funds or INVESCO and will terminate automatically in the event of its assignment. The New 12b-1 Plans will be terminable at any time without penalty by a vote of a majority of International Funds' Independent Directors or a majority of the outstanding voting shares of any class of the New Global Growth Series, with respect to that class. In addition, International Funds, on behalf of New Global Growth Series, will enter into Transfer Agency, Custody, and Administrative Services Agreements, as well as other ancillary agreements required for the operation of New Global Growth Series substantially identical to the corresponding agreements currently in place for Global Growth Fund. Each member of the board of directors of International Funds will hold office without limit in time except that: (i) any director may resign; and (ii) a director may be removed at any special meeting of the International Funds shareholders at which a quorum is present by the affirmative vote of a majority of the votes entitled to be cast thereon. In case a vacancy shall for any reason exist, a majority of the remaining directors, though less than a quorum, will vote to fill such vacancy by appointing another director, so long as, immediately after such appointment, at least two-thirds of the directors have been elected by shareholders. If, at any time, less than a majority of the directors holding office have been elected by shareholders, the directors then in office will promptly call a shareholders' meeting for the purpose of electing a board of directors. Otherwise, there need normally be no meetings of shareholders for the purpose of electing directors. Assuming the Global Growth Fund Conversion Plan is approved, it is currently contemplated that the Global Growth Fund Conversion will become effective on the Closing Date. However, the Global Growth Fund Conversion may become effective at such other date as to which Counselor Series Funds and International Funds may agree in writing. The obligations of Counselor Series Funds and International Funds under the Global Growth Fund Conversion Plan are subject to various conditions as stated therein. Notwithstanding the approval of the Conversion Plan by shareholders, it may be terminated or amended at any time prior to the Closing Date by action of the directors of Counselor Series Funds to provide for unforeseen events, if: (i) there is a material breach by the other party of any representation, warranty, or agreement contained in the Conversion Plan to be performed at or prior to the Closing Date; or (ii) it reasonably appears that the other party will not or cannot meet a condition of the Conversion Plan. Either Counselor Series Funds or International Funds may at any time waive compliance with any of the covenants and conditions contained in, or may amend, the Global Growth Fund Conversion Plan, provided that the waiver or amendment does not materially adversely affect the interests of Global Growth Fund's shareholders. CONTINUATION OF FUND SHAREHOLDER ACCOUNTS International Funds' transfer agent will establish accounts for the New Global Growth Series shareholders containing the appropriate number, class and denominations of New Global Growth Series Shares to be received by each shareholder under the Global Growth Fund Conversion Plan. Such accounts will be identical in all material respects including redemption procedures, to the accounts currently maintained by Counselor Series Funds' transfer agent for shareholders. EXPENSES The expenses of the Conversion, estimated at $150,000 in the aggregate, will be borne half by INVESCO and half by the Global Growth Fund and the New Global Growth Series. TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS Certain fundamental investment restrictions of Global Growth Fund, which prohibit it from acquiring more than a stated percentage of ownership of another company, might be construed as restricting its ability to carry out the Global Growth Fund Conversion. By approving the Global Growth Fund Conversion Plan, shareholders will be agreeing to waive, only for the purpose thereof, those fundamental investment restrictions that could prohibit or otherwise impede the transaction. FORMS OF ORGANIZATION; CAPITAL STOCK INFORMATION Global Growth Fund is a series of Counselor Series Funds, an open-end, diversified investment management company that was incorporated on April 24, 2000, under the laws of the State of Maryland. It has authorized capital of four billion shares of common stock, par value $0.01 per share Counselor Series Funds does not issue share certificates and is not required to (and does not) hold annual shareholder meetings. New Global Growth Fund is a newly organized series of International Funds, an open-end, diversified investment management company that was incorporated on April 2, 1993, under the laws of the State of Maryland. International Funds has authorized capital of 1.5 billion shares of common stock, par value $0.01 per share, of which 600 million authorized and unissued shares will be allocated to New Global Growth Fund. International Funds does not issue share certificates and is not required to (and does not) hold annual shareholder meetings. New Global Growth Fund will offer three classes of shares A, B and C. Each class represents interests in the same pool of assets. A separate vote will be taken by a class of shares if a matter affects just that class. Each class of shares may bear certain differing class-specific expenses and sales charges, which may affect performance. International Funds' board of directors will call meetings of shareholders as required by the 1940 Act, Maryland law or its Articles of Incorporation or By-laws and at their discretion. TAX CONSEQUENCES OF THE CONVERSION Both Counselor Series Funds and International Funds will receive an opinion from their counsel, Kirkpatrick & Lockhart LLP, that the Conversion will constitute a tax-free reorganization within the meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended ("the Code"). Accordingly, neither Global Growth Fund, the New Global Growth Series, nor the shareholders of Global Growth Fund will recognize gain or loss for federal income tax purposes upon: (i) the transfer of Global Growth Fund's assets in exchange solely for New Global Growth Series Shares and the New Global Growth Series' assumption of Global Growth Fund's liabilities; or (ii) the distribution of those shares to the Global Growth Fund's shareholders in liquidation of their Global Growth Fund Shares. The opinion will further provide, among other things, that: (1) a Global Growth Fund shareholder's aggregate basis for federal income tax purposes of the New Global Growth Series Shares to be received by the shareholder in the Global Growth Fund Conversion will be the same as the aggregate basis of his or her Global Growth Fund Shares to be constructively surrendered in exchange for those New Global Growth Series Shares; and (2) a Global Growth Fund shareholder's holding period for his or her New Global Growth Series Shares will include the shareholder's holding period for his or her Global Growth Fund Shares, provided that those Global Growth Fund Shares were held as capital assets at the time of the Global Growth Fund Conversion. CONCLUSION The Board has concluded that the proposed Global Growth Fund Conversion Plan is in the best interests of the shareholders of Global Growth Fund. A vote in favor of the Global Growth Fund Conversion Plan encompasses: (i) approval of the conversion of Global Growth Fund to New Global Growth Series; (ii) approval of the temporary waiver of certain investment limitations of Global Growth Fund to permit the Global Growth Fund Conversion (see "Temporary Waiver of Investment Restrictions" above); and (iii) authorization of Counselor Series Funds, as the sole initial shareholder of the New Global Growth Series, to approve: (a) an Investment Advisory Agreement with respect to the New Global Growth Series between International Funds and INVESCO and (b) the Master Distribution Plan and Agreements under Rule 12b-1 with respect to the New Global Growth Series. Each of these New Agreements is virtually identical to the corresponding contract or plan in effect with respect to Global Growth Fund immediately prior to the Closing Date. If approved, the Conversion Plan will take effect on the Closing Date. If the Global Growth Fund Conversion Plan is not approved, Global Growth Fund will continue to operate as a series of Counselor Series Funds. Otherwise, Global Growth Fund will be reorganized consistent with shareholder approval. REQUIRED VOTE. Approval of the Global Growth Fund Conversion Plan requires the affirmative vote of a majority of the outstanding securities of the Fund as that term is defined in the 1940 Act. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF GLOBAL GROWTH FUND VOTE "FOR" PROPOSAL 1. PROPOSAL 2: TO APPROVE AN AGREEMENT AND PLAN OF CONVERSION AND TERMINATION PROVIDING FOR THE CONVERSION OF INVESCO MID-CAP GROWTH FUND ("MID-CAP GROWTH FUND") FROM A SEPARATE SERIES OF INVESCO COUNSELOR SERIES FUNDS, INC. ("COUNSELOR SERIES FUNDS") TO A SEPARATE SERIES OF INVESCO STOCK FUNDS, INC. ("STOCK FUNDS"). Mid-Cap Growth Fund is presently organized as a separate series of Counselor Series Funds. The Independent Directors of Counselor Series Funds have approved an Agreement and Plan of Conversion and Termination for Mid-Cap Growth Fund (the "Mid-Cap Growth Fund Conversion Plan") in the form attached to this Proxy Statement as Appendix B. The Mid-Cap Growth Fund Conversion Plan provides for the conversion of Mid-Cap Growth Fund from a separate series of Counselor Series Funds, a Maryland corporation, to a newly established separate series (the "New Mid-Cap Growth Series") of Stock Funds, also a Maryland corporation (the "Mid-Cap Growth Fund Conversion"). THE PROPOSED MID-CAP GROWTH FUND CONVERSION WILL HAVE NO MATERIAL EFFECT ON THE SHAREHOLDERS, OFFICERS, OPERATIONS, EXPENSES OR MANAGEMENT OF THE MID-CAP GROWTH FUND. The New Mid-Cap Growth Series which has yet to commence business operations and was established for the purpose of effecting the Mid-Cap Growth Fund Conversion, will carry on the business of Mid-Cap Growth Fund following the conversion, and will have investment objectives, policies and restrictions identical to those of the Mid-Cap Growth Fund. The investment objective, policies and restrictions of the Fund will not change. The risks and potential rewards to shareholders invested in Mid-Cap Growth Fund will not change. Since both Counselor Series Funds and Stock Funds are Maryland corporations organized under substantially similar Articles of Incorporation, the rights of shareholders of Mid-Cap Growth Fund under state law and its governing documents will remain unchanged after the conversion. Shareholder voting rights under both Counselor Series Funds and Stock Funds are currently based on the number of shares owned by such shareholder. There will be no changes to the expenses charged to the Fund and no sales loads, redemption fees or other transaction fees will result from approval of the proposed conversion. All individuals who serve as directors of Counselor Series Funds also serve as directors of Stock Funds. Richard W. Healey, who is affiliated with INVESCO, currently serves on the Stock Funds board of directors, but will resign as a Stock Funds' director prior to the Mid-Cap Growth Fund Conversion Plan becoming effective. INVESCO, the investment advisor to the Funds, will be responsible for providing the New Mid-Cap Growth Series with various administrative services and supervising the daily business affairs of the New Mid-Cap Growth Series, subject to the supervision of the board of directors of Stock Funds, under management contracts substantially identical to the contracts in effect between INVESCO and Mid-Cap Growth Fund immediately prior to the proposed conversion. The distribution agent for the Funds, IDI, will distribute shares of the New Mid-Cap Growth Series under Master Distribution Agreements substantially identical to the contracts in effect between IDI and the Mid-Cap Growth Fund immediately prior to the proposed conversion. REASONS FOR THE PROPOSED CONVERSION The Board unanimously recommends conversion of the Mid-Cap Growth Fund to a separate series of Stock Funds (i.e., New Mid-Cap Growth Series). This proposed conversion is part of an overall plan that also involves the conversion of INVESCO Global Growth Fund into a separate series of the INVESCO International Funds. The goal of the conversions is to combine similar types of funds into a single corporate entity. Ultimately, if both of the conversions are approved, the INVESCO Funds will be organized into a group of core companies, with one core company for each major fund type -- for example, all INVESCO Funds that invest primarily in global or international securities will be series of one core company, all INVESCO Funds that invest primarily in debt securities will be series of one core company, and all INVESCO Funds that invest primarily in equity securities of domestic issuers will be series of one core company. Going forward, it is expected that those INVESCO Funds that invest primarily in equity securities of domestic issuers will become series of Stock Funds. THE PROPOSED MID-CAP GROWTH FUND CONVERSION WILL HAVE NO MATERIAL EFFECT ON THE SHAREHOLDERS, OFFICERS, OPERATIONS EXPENSES OR MANAGEMENT OF MID-CAP GROWTH FUND. It is possible but cannot be guaranteed that the more efficient administration of the Fund resulting from the Mid-Cap Growth Fund Conversion may result in reduced and administrative marketing expenses. The proposal to present the Mid-Cap Growth Fund Conversion Plan to shareholders was approved by the Board, including all of its Independent Directors, on May 10, 2002. The Board recommends that shareholders of Mid-Cap Growth Fund vote FOR the approval of the Mid-Cap Growth Fund Conversion Plan. Such a vote encompasses approval of both: (i) the conversion of the Fund to a separate series of Stock Funds; and (ii) a temporary waiver of certain investment limitations of the Fund, to permit the Mid-Cap Growth Fund Conversion (see "Temporary Waiver of Investment Restrictions," below). If shareholders of Mid-Cap Growth Fund do not approve the Mid-Cap Growth Fund Conversion Plan set forth herein, Mid-Cap Growth Fund will continue to operate as a series of Counselor Series Funds. SUMMARY OF THE CONVERSION PLAN The following discussion summarizes the important terms of the Mid-Cap Growth Fund Conversion Plan. This summary is qualified in its entirety by reference to the Mid-Cap Growth Fund Conversion Plan, which is attached as Appendix B, to this Proxy Statement. If the Mid-Cap Growth Fund Conversion Plan is approved by shareholders of Mid-Cap Growth Fund, on July 30, 2002, or such later date as to which Counselor Series Funds and Stock Funds agree (the "Closing Date"), Mid-Cap Growth Fund will transfer all of its assets to the New Mid-Cap Growth Series in exchange solely for shares thereof ("New Mid-Cap Growth Series Shares") equal to the number of Mid-Cap Growth Fund Shares outstanding on the Closing Date ("Mid-Cap Growth Fund Shares") and the assumption by the New Mid-Cap Growth Series of all of the liabilities of Mid-Cap Growth Fund. Immediately thereafter, Mid-Cap Growth Fund will constructively distribute to each Mid-Cap Growth Fund shareholder one New Mid-Cap Growth Series Share for each Mid-Cap Growth Fund Share held by the shareholder on the Closing Date, in liquidation of the Mid-Cap Growth Fund Shares. As soon as is practicable after this distribution of New Mid-Cap Growth Series Shares, Mid-Cap Growth Fund will be terminated as a series of Counselor Series Funds and will be wound up and liquidated. UPON COMPLETION OF THE MID-CAP GROWTH FUND CONVERSION, EACH MID-CAP GROWTH FUND SHAREHOLDER WILL OWN FULL AND FRACTIONAL NEW MID-CAP GROWTH SERIES SHARES EQUAL IN NUMBER, DENOMINATION AND AGGREGATE NET ASSET VALUE TO, AND OF THE SAME CLASS AS, HIS OR HER MID-CAP GROWTH FUND SHARES. The Mid-Cap Growth Fund Conversion Plan obligates Stock Funds to enter into: (i) an Investment Advisory Agreement with INVESCO with respect to New Mid-Cap Growth Series (the "New Advisory Agreement"); and (ii) Master Distribution Plan and Agreements under Rule 12b-1 promulgated under the 1940 Act ("Rule 12b-1") (the "New 12b-1 Plans") with respect to New Mid-Cap Growth Series (collectively, the "New Agreements"). Approval of the Mid-Cap Growth Fund Conversion Plan by shareholders of Mid-Cap Growth Fund will authorize Counselor Series Funds (which will be issued a single share of New Mid-Cap Growth Series on a temporary basis) to approve the New Agreements with respect to New Mid-Cap Growth Series into which Mid-Cap Growth Fund is converting as the sole initial shareholder of New Mid-Cap Growth Series. Each New Agreement will be identical to the corresponding contract or plan in effect with respect to Mid-Cap Growth Fund immediately prior to the Closing Date. The New Advisory Agreement will take effect on the Closing Date, and will continue in effect for two years. Thereafter, the New Advisory Agreement will continue in effect only if its continuance is approved at least annually: (i) by the vote of a majority of Stock Funds' Independent Directors cast in person at a meeting called for the purpose of voting on such approval; and (ii) by the vote of a majority of Stock Funds' directors or a majority of the outstanding voting shares of New Mid-Cap Growth Series. The New 12b-1 Plans will take effect on the Closing Date. The New 12b-1 Plans will continue in effect only if approved annually by a vote of Stock Funds' Independent Directors, cast in person at a meeting called for that purpose. The New Advisory Agreement will be terminable without penalty on sixty days' written notice either by Stock Funds or INVESCO and will terminate automatically in the event of its assignment. The New 12b-1 Plans will be terminable at any time without penalty by a vote of a majority of Stock Funds' Independent Directors or a majority of the outstanding voting shares of any class of New Mid-Cap Growth Series, with respect to that class. In addition, Stock Funds, on behalf of New Mid-Cap Growth Series, will enter into Transfer Agency, Custody, and Administrative Services Agreements, as well as other ancillary agreements required for the operation of New Mid-Cap Growth Series substantially identical to the corresponding agreements currently in place for Mid-Cap Growth Fund. Each member of the board of directors of Stock Funds will hold office without limit in time except that: (i) any director may resign; and (ii) a director may be removed at any special meeting of the Stock Funds shareholders at which a quorum is present by the affirmative vote of a majority of the outstanding voting shares of Stock Funds. In case a vacancy shall for any reason exist, a majority of the remaining directors, though less than a quorum, will vote to fill such vacancy by appointing another director, so long as, immediately after such appointment, at least two-thirds of the directors have been elected by shareholders. If, at any time, less than a majority of the directors holding office have been elected by shareholders, the directors then in office will promptly call a shareholders' meeting for the purpose of electing a board of directors. Otherwise, there need normally be no meetings of shareholders for the purpose of electing directors. Assuming the Mid-Cap Growth Fund Conversion Plan is approved, it is currently contemplated that the Mid-Cap Growth Fund Conversion will become effective on the Closing Date. However, the Mid-Cap Growth Fund Conversion may become effective at such other date as to which Counselor Series Funds and Stock Funds may agree in writing. The obligations of Counselor Series Funds and Stock Funds under the Mid-Cap Growth Fund Conversion Plan are subject to various conditions as stated therein. Notwithstanding the approval of the Conversion Plan by shareholders, it may be terminated or amended at any time prior to the Closing Date by action of the directors of Counselor Series Funds to provide for unforeseen events, if: (i) there is a material breach by the other party of any representation, warranty, or agreement contained in the Mid-Cap Growth Fund Conversion Plan to be performed at or prior to the Closing Date; or (ii) it reasonably appears that the other party will not or cannot meet a condition of the Mid-Cap Growth Fund Conversion Plan. Either Counselor Series Funds or Stock Funds may at any time waive compliance with any of the covenants and conditions contained in, or may amend, the Mid-Cap Growth Fund Conversion Plan, provided that the waiver or amendment does not materially adversely affect the interests of Mid-Cap Growth Fund's shareholders. CONTINUATION OF FUND SHAREHOLDER ACCOUNTS Stock Funds' transfer agent will establish accounts for the New Mid-Cap Growth Series shareholders containing the appropriate number, class and denomination of New Mid-Cap Growth Series Shares to be received by each shareholder under the Mid-Cap Growth Fund Conversion Plan. Such accounts will be identical in all material respects, including redemption procedures, to the accounts currently maintained by Counselor Series Funds' transfer agent for shareholders. EXPENSES The expenses of the Conversion, estimated at $150,000 in the aggregate, will be borne half by INVESCO and half by Mid-Cap Growth Fund and the New Mid-Cap Growth Series. TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS Certain fundamental investment restrictions of Mid-Cap Growth Fund, which prohibit Mid-Cap Growth Fund from acquiring more than a stated percentage of ownership of another company, might be construed as restricting that Fund's ability to carry out the Mid-Cap Growth Fund Conversion. By approving the Mid-Cap Growth Fund Conversion Plan, shareholders will be agreeing to waive, only for the purpose of the Mid-Cap Growth Fund Conversion Plan, those fundamental investment restrictions that could prohibit or otherwise impede the transaction. FORMS OF ORGANIZATION; CAPITAL STOCK INFORMATION Mid-Cap Growth Fund is a series of Counselor Series Funds, an open-end, diversified investment management company that was incorporated on April 24, 2000, under the laws of the State of Maryland as a corporation. It has authorized capital of 4 billion shares of common stock, par value $0.01 per share. The Counselor Series Funds does not issue share certificates and is not required to (and does not) hold annual shareholder meetings. New Mid-Cap Growth Fund is a newly organized series of Stock Funds, an open-end diversified investment management company that was incorporated on April 2, 1993, under the laws of the State of Maryland. Stock Funds has authorized capital of 9 billion shares of common stock, par value $0.01 per share, of which one billion authorized and unissued shares will be allocated to New Mid-Cap Growth Fund. Stock Funds does not issue share certificates and is not required to (and does not) hold annual shareholder meetings. The New Mid-Cap Growth Fund will offer six classes of shares - Investor Class, Institutional Class, Class A, B, C, and K. Each class represents interests in the same pool of assets. A separate vote will be taken by a class of shares if a matter affects just that class. Each class of shares may bear certain differing class-specific expenses and sales charges, which may affect performance. Stock Funds' board of directors will call meetings of shareholders as required by the 1940 Act, Maryland law or its Articles of Incorporation or By-laws and at their discretion. TAX CONSEQUENCES OF THE CONVERSION Both Counselor Series Funds and Stock Funds will receive an opinion from their counsel, Kirkpatrick & Lockhart LLP, that the Mid-Cap Growth Fund Conversion will constitute a tax-free reorganization within the meaning of section 368(a)(1)(F) of the Code. Accordingly, neither Mid-Cap Growth Fund, the New Mid-Cap Growth Series, nor the shareholders of Mid-Cap Growth Fund will recognize any gain or loss for federal income tax purposes upon: (i) the transfer of Mid-Cap Growth Fund's assets in exchange solely for New Mid-Cap Growth Series Shares and the New Mid-Cap Growth Series' assumption of Mid-Cap Growth Fund's liabilities; or (ii) the distribution of those shares to the Mid-Cap Growth Fund's shareholders in liquidation of their Mid-Cap Growth Fund Shares. The opinion will further provide, among other things, that: (1) a Mid-Cap Growth Fund shareholder's aggregate basis for federal income tax purposes of New Mid-Cap Growth Series Shares to be received by the shareholder in the Mid-Cap Growth Fund Conversion will be the same as the aggregate basis of his or her Mid-Cap Growth Fund Shares to be constructively surrendered in exchange for those New Mid-Cap Growth Series Shares, and (2) a Mid-Cap Growth Fund shareholder's holding period for his or her New Mid-Cap Growth Series Shares will include the shareholder's holding period for his or her Mid-Cap Growth Fund Shares provided that those Mid-Cap Growth Fund Shares were held as capital assets at the time of the Mid-Cap Growth Fund Conversion. CONCLUSION The Board has concluded that the proposed Mid-Cap Growth Fund Conversion Plan is in the best interests of the shareholders of Mid-Cap Growth Fund. A vote in favor of the Mid-Cap Growth Fund Conversion Plan, encompasses: (i) approval of the conversion of the Mid-Cap Growth Fund to the New Mid-Cap Growth Series; (ii) approval of the temporary waiver of certain investment limitations of Mid-Cap Growth Fund to permit the Mid-Cap Growth Fund Conversion (see "Temporary Waiver of Investment Restrictions," above); and (iii) authorization of Counselor Series Funds, as the sole initial shareholder of the New Mid-Cap Growth Series, to approve: (a) an Investment Advisory Agreement with respect to the New Mid-Cap Growth Series between Stock Funds and INVESCO; and (b) the Master Distribution Plan and Agreements under Rule 12b-1 with respect to the New Mid-Cap Growth Series. Each of these new Agreements is virtually identical to the corresponding contract or plan in effect with respect to Mid-Cap Growth Fund immediately prior to the Closing Date. If approved, the Conversion Plan will take effect on the Closing Date. If the Mid-Cap Growth Fund Conversion Plan is not approved, Mid-Cap Growth Fund will continue to operate as a series of Counselor Series Funds. Otherwise, Mid-Cap Growth Fund will be reorganized consistent with shareholder approval. REQUIRED VOTE. Approval of the Mid-Cap Growth Fund Conversion Plan requires the affirmative vote of a majority of the outstanding securities of the Mid-Cap Growth Fund as that term is defined in the 1940 Act. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF MID-CAP GROWTH FUND VOTE "FOR" PROPOSAL 2. INFORMATION CONCERNING ADVISOR, DISTRIBUTOR AND AFFILIATED COMPANIES INVESCO, a Delaware corporation, serves as the Funds' investment advisor and provides other services to the Funds. INVESCO is a wholly owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315 Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly owned subsidiary of AMVESCAP PLC.(1) The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square, London, EC2M 4YR, England. INVESCO's and IDI's offices are located at 4350 South Monaco Street, Denver, Colorado 80237. INVESCO currently serves as investment advisor of 9 open-end investment companies having aggregate net assets of approximately $25 billion as of April 30, 2002. The principal executive officers and directors of INVESCO and their principal occupations are: Mark H. Williamson, Chairman of the Board and Chief Executive Officer, also Chairman of the Board and Chief Executive Officer of IDI; Raymond R. Cunningham, Director and President, also Director and President of IDI; Timothy J. Miller, Chief Investment Officer, Director and Senior Vice President, also Director of IDI; Ronald L. Grooms, Director, Senior Vice President and Treasurer, also ---------------------------- (1) The intermediary companies between INAH and AMVESCAP PLC are as follows: AVZ, Inc. and AMVESCAP Group Services, Inc., each of which is wholly owned by its immediate parent. Director, Senior Vice President and Treasurer of IDI; Richard W. Healey, Director and Senior Vice President, also Director and Senior Vice President of IDI; Glen A. Payne, Senior Vice President, Secretary and General Counsel, also Senior Vice President, Secretary and General Counsel of IDI; and William J. Galvin Jr., Director, Senior Vice President, and Assistant Secretary, also Director, Senior Vice President and Assistant Secretary of IDI. The address of each of the foregoing officers and directors is 4350 South Monaco Street, Denver, Colorado 80237. ADMINISTRATIVE SERVICES AGREEMENT Pursuant to an Administrative Services Agreement between the Counselor Series Funds and INVESCO, INVESCO provides administrative services to the Counselor Series Funds and the Funds, including sub-accounting and recordkeeping services and functions. SEI Investments Mutual Fund Services acted as the administrator of the Mid-Cap Growth Fund from April 1, 2001 to October 1, 2001. For the period October 2, 2001 to April 30, 2002 (the Fund's fiscal year end), the Mid-Cap Growth Fund paid INVESCO total compensation of $7,753 for administrative services. For the period November 29, 2000 to August 31, 2001 (the Fund's fiscal year end), the Global Growth Fund paid INVESCO total compensation of $8,213 for administrative services. TRANSFER AGENCY AGREEMENT INVESCO serves as the Funds' transfer agent and dividend disbursing agent. DST Systems, Inc. acted as the transfer agent to the Mid-Cap Growth Fund's predecessor, the Pell Rudman Mid Cap Growth Portfolio, from its inception on September 10, 1998 to October 1, 2001. UAM Shareholder Service Center, Inc. served as shareholder servicing agent for the UAM Funds during the same period. For the period October 2, 2001 to April 30, 2002 (the Fund's fiscal year end), the Mid-Cap Growth Fund paid INVESCO total compensation of $24,588 for transfer agency services. For the period November 29, 2000 to August 31, 2001 (the Fund's fiscal year end), the Global Growth Fund paid INVESCO total compensation of $1,316 for transfer agency services. AVAILABLE INFORMATION Each of the Global Growth Fund and the Mid-Cap Growth Fund is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance with those requirements files reports, proxy material and other information with the United States Securities and Exchange Commission ("SEC"). These reports, proxy material and other information can be inspected and copied at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Central Regional office of the SEC, 1801 California Street, Suite 4800, Denver CO 80202-2648. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20459 at prescribed rates. OTHER BUSINESS The Board knows of no other business to be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons designated in the proxies. Counselor Series Funds does not hold annual meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement and form of proxy for a subsequent shareholders' meeting should send their written proposals to the Secretary of Counselor Series Funds, 4350 South Monaco Street, Denver, Colorado 80237. Counselor Series Funds has not received any shareholder proposals to be presented at this meeting. Timely submission of a proposal does not guarantee its inclusion. By order of the Board of Directors /s/ Glen A. Payne ----------------- Glen A. Payne Secretary June 7, 2002 APPENDIX A PRINCIPAL SHAREHOLDERS The following table sets forth the beneficial ownership of each Fund's outstanding equity securities as of May 21, 2002 by each beneficial owner of 5% or more of a Fund's outstanding equity securities. APPENDIX B FORM OF AGREEMENT AND PLAN OF CONVERSION AND TERMINATION (INVESCO GLOBAL GROWTH FUND & INVESCO MID-CAP GROWTH FUND) This AGREEMENT AND PLAN OF CONVERSION AND TERMINATION ("Agreement") is made as of _____, 2002, between INVESCO Counselor Series Funds, Inc., a Maryland corporation ("Counselor Series Funds"), on behalf of [INVESCO Global Growth Fund or INVESCO Mid-Cap Growth Fund, as appropriate] a segregated portfolio of assets ("series") thereof (referred to herein as "Old Fund") and [INVESCO International Funds, Inc. ("International Funds") or INVESCO Stock Funds, Inc. ("Stock Funds"), as appropriate] a Maryland corporation, on behalf of its series [INVESCO Global Growth Fund ("Global Growth Fund") or INVESCO Mid-Cap Growth Fund ("Mid-Cap Growth Fund"), as appropriate] (referred to herein as "New Fund"). (Old Fund and New Fund are sometimes referred to herein individually as a "Fund" and collectively as the "Funds"; and Counselor Series Funds and [International Funds or Stock Funds, as appropriate] are sometimes referred to herein individually as an "Investment Company" and collectively as the "Investment Companies.") All agreements, representations, actions, and obligations described herein made or to be taken or undertaken by either Fund are made and shall be taken or undertaken by Counselor Series Funds on behalf of Old Fund and by [International Funds or Stock Funds] on behalf of New Fund. Old Fund intends to change its identity -- by converting from a series of Counselor Series Funds to a series of [International Funds or Stock Funds] -- through a reorganization within the meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended ("Code"). Old Fund desires to accomplish such conversion by transferring all its assets to New Fund (which is being established solely for the purpose of acquiring such assets and continuing Old Fund's business) in exchange solely for voting shares of common stock in New Fund ("New Fund Shares") and New Fund's assumption of Old Fund's liabilities, followed by the constructive distribution of the New Fund Shares pro rata to the holders of shares of common stock in Old Fund ("Old Fund Shares") in exchange therefor, all on the terms and conditions set forth in this Agreement (which is intended to be, and is adopted as, a "plan of reorganization" for federal income tax purposes). All such transactions are referred to herein as the "Reorganization." In consideration of the mutual promises herein contained, the parties agree as follows: 1. PLAN OF CONVERSION AND TERMINATION 1.1. Old Fund agrees to assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 ("Assets") to New Fund. New Fund agrees in exchange therefor -- (a) to issue and deliver to Old Fund the number of full and fractional (rounded to the third decimal place) New Fund Shares equal to the number of full and fractional Old Fund Shares then outstanding, and (b) to assume all of Old Fund's liabilities described in paragraph 1.3 ("Liabilities"). Such transactions shall take place at the Closing (as defined in paragraph 2.1). 1.2. The Assets shall include, without limitation, all cash, cash equivalents, securities, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on Old Fund's books, and other property owned by Old Fund at the Effective Time (as defined in paragraph 2.1). 1.3. The Liabilities shall include all of Old Fund's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time, and whether or not specifically referred to in this Agreement. 1.4. At the Effective Time (or as soon thereafter as is reasonably practicable), (a) the New Fund Shares issued pursuant to paragraph 4.4 shall be redeemed by New Fund for $1.00 and (b) Old Fund shall distribute the New Fund Shares it received pursuant to paragraph 1.1 to its shareholders of record, determined as of the Effective Time (each a "Shareholder" and collectively "Shareholders"), in constructive exchange for their Old Fund Shares. Such distribution shall be accomplished by [International Funds' or Stock Funds'] transfer agent opening accounts on New Fund's share transfer books in the Shareholders' names and transferring such New Fund Shares thereto. Each Shareholder's account shall be credited with the respective pro rata number of full and fractional (rounded to the third decimal place) New Fund Shares due that Shareholder. All outstanding Old Fund Shares, including those represented by certificates, shall simultaneously be canceled on Old Fund's share transfer books. New Fund shall not issue certificates representing the New Fund Shares in connection with the Reorganization. 1.5. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, but in all events within twelve months after the Effective Time, Old Fund shall be terminated as a series of Counselor Series Funds and any further actions shall be taken in connection therewith as required by applicable law. 1.6. Any reporting responsibility of Old Fund to a public authority is and shall remain its responsibility up to and including the date on which it is terminated. 1.7. Any transfer taxes payable on issuance of New Fund Shares in a name other than that of the registered holder on Old Fund's books of the Old Fund Shares constructively exchanged therefor shall be paid by the person to whom such New Fund Shares are to be issued, as a condition of such transfer. 2. CLOSING AND EFFECTIVE TIME 2.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal office on _________, 2002, or at such other place and/or on such other date as to which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time as to which the parties may agree ("Effective Time"). 2.2. Counselor Series Funds' fund accounting and pricing agent shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund's books immediately following the Closing, does or will conform to such information on Old Fund's books immediately before the Closing. Counselor Series Funds' custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to New Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 2.3. [International Funds' or Stock Funds'] transfer agent shall deliver at the Closing a certificate as to the opening on New Fund's share transfer books of accounts in the Shareholders' names. [International Funds or Stock Funds] shall issue and deliver a confirmation to Counselor Series Funds evidencing the New Fund Shares to be credited to Old Fund at the Effective Time or provide evidence satisfactory to Counselor Series Funds that such New Fund Shares have been credited to Old Fund's account on such books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 2.4. [International Funds or Stock Funds] shall deliver to Counselor Series Funds at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated by this Agreement, and Counselor Series shall deliver the same document to [International Funds or Stock Funds.] 3. REPRESENTATIONS AND WARRANTIES 3.1. Old Fund represents and warrants as follows: 3.1.1. Counselor Series Funds is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland; and a copy of its Articles of Incorporation is on file with the Secretary of State of Maryland; 3.1.2. Counselor Series Funds is duly registered as an open-end management investment company under the Investment Company Act of 1940, as amended ("1940 Act"), and such registration will be in full force and effect at the Effective Time; 3.1.3. Old Fund is a duly established and designated series of Counselor Series Funds; 3.1.4. At the Closing, Old Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer, and deliver the Assets free of any liens or other encumbrances; and upon delivery and payment for the Assets, New Fund will acquire good and marketable title thereto; 3.1.5. New Fund Shares are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof; 3.1.6. Old Fund is a "fund" as defined in section 851(g)(2) of the Code; it qualifies for treatment as a regulated investment company under Subchapter M of the Code ("RIC") for each past taxable year since it commenced operations and will continue to meet all the requirements for such qualification for its current taxable year; and it has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it. The Assets shall be invested at all times through the Effective Time in a manner that ensures compliance with the foregoing; 3.1.7. The Liabilities were incurred by Old Fund in the ordinary course of its business and are associated with the Assets; 3.1.8. Old Fund is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code or similar case within the meaning of section 368(a)(3)(A) of the Code; 3.1.9. Not more than 25% of the value of Old Fund's total assets (excluding cash, cash items, and U.S. government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of such assets is invested in the stock and securities of five or fewer issuers; 3.1.10. As of the Effective Time, Old Fund will not have outstanding any warrants, options, convertible securities, or any other type of rights pursuant to which any person could acquire Old Fund Shares; 3.1.11. At the Effective Time, the performance of this Agreement will have been duly authorized by all necessary action by Old Fund's shareholders; and 3.1.12. Old Fund will be terminated as soon as reasonably practicable after the Effective Time, but in all events within twelve months thereafter. 3.2. New Fund represents and warrants as follows: 3.2.1. [International Funds or Stock Funds] is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland; and a copy of its Articles of Incorporation is on file with the Secretary of State of Maryland; 3.2.2. [International Funds or Stock Funds] is duly registered as an open-end management investment company under the 1940 Act, and such registration will be in full force and effect at the Effective Time; 3.2.3. Before the Effective Time, New Fund will be a duly established and designated series of [International Funds or Stock Funds]; 3.2.4. New Fund has not commenced operations and will not do so until after the Closing; 3.2.5. Prior to the Effective Time, there will be no issued and outstanding shares in New Fund or any other securities issued by New Fund, except as provided in paragraph 4.4; 3.2.6. No consideration other than New Fund Shares (and New Fund's assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization; 3.2.7. The New Fund Shares to be issued and delivered to Old Fund hereunder will, at the Effective Time, have been duly authorized and, when issued and delivered as provided herein, will be duly and validly issued and outstanding shares of New Fund, fully paid and non-assessable; 3.2.8. New Fund will be a "fund" as defined in section 851(g)(2) of the Code and will meet all the requirements to qualify for treatment as a RIC for its taxable year in which the Reorganization occurs; 3.2.9. New Fund has no plan or intention to issue additional New Fund Shares following the Reorganization except for shares issued in the ordinary course of its business as a series of an open-end investment company; nor does New Fund have any plan or intention to redeem or otherwise reacquire any New Fund Shares issued to the Shareholders pursuant to the Reorganization, except to the extent it is required by the 1940 Act to redeem any of its shares presented for redemption at net asset value in the ordinary course of that business; 3.2.10. Following the Reorganization, New Fund (a) will continue Old Fund's "historic business" (within the meaning of section 1.368-1(d)(2) of the Income Tax Regulations under the Code), (b) use a significant portion of Old Fund's historic business assets (within the meaning of section 1.368-1(d)(3) of those regulations) in a business, (c) has no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of that business and dispositions necessary to maintain its status as a RIC, and (d) expects to retain substantially all the Assets in the same form as it receives them in the Reorganization, unless and until subsequent investment circumstances suggest the desirability of change or it becomes necessary to make dispositions thereof to maintain such status; 3.2.11. There is no plan or intention for New Fund to be dissolved or merged into another corporation or a business trust or any "fund" thereof (within the meaning of section 851(g)(2) of the Code) following the Reorganization; and 3.2.12. Immediately after the Reorganization, (a) not more than 25% of the value of New Fund's total assets (excluding cash, cash items, and U.S. government securities) will be invested in the stock and securities of any one issuer and (b) not more than 50% of the value of such assets will be invested in the stock and securities of five or fewer issuers. 3.3. Each Fund represents and warrants as follows: 3.3.1. The aggregate fair market value of the New Fund Shares, when received by the Shareholders, will be approximately equal to the aggregate fair market value of their Old Fund Shares constructively surrendered in exchange therefor; 3.3.2. Its management (a) is unaware of any plan or intention of Shareholders to redeem, sell, or otherwise dispose of (i) any portion of their Old Fund Shares before the Reorganization to any person related (within the meaning of section 1.368-1(e)(3) of the Income Tax Regulations under the Code) to either Fund or (ii) any portion of the New Fund Shares to be received by them in the Reorganization to any person related (as so defined) to New Fund, (b) does not anticipate dispositions of those New Fund Shares at the time of or soon after the Reorganization to exceed the usual rate and frequency of dispositions of shares of Old Fund as a series of an open-end investment company, (c) expects that the percentage of Shareholder interests, if any, that will be disposed of as a result of or at the time of the Reorganization will be de minimis, and (d) does not anticipate that there will be extraordinary redemptions of New Fund Shares immediately following the Reorganization; 3.3.3. The Shareholders will pay their own expenses, if any, incurred in connection with the Reorganization; 3.3.4. Immediately following consummation of the Reorganization, the Shareholders will own all the New Fund Shares and will own such shares solely by reason of their ownership of Old Fund Shares immediately before the Reorganization; 3.3.5. Immediately following consummation of the Reorganization, New Fund will hold the same assets -- except for assets distributed to shareholders in the course of its business as a RIC and assets used to pay expenses incurred in connection with the Reorganization -- and be subject to the same liabilities that Old Fund held or was subject to immediately prior to the Reorganization, plus any liabilities for expenses of the parties incurred in connection with the Reorganization. Such excepted assets, together with the amount of all redemptions and distributions (other than regular, normal dividends) made by Old Fund immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets; 3.3.6. There is no intercompany indebtedness between the Funds that was issued or acquired, or will be settled, at a discount; and 3.3.7. Neither Fund will be reimbursed for any expenses incurred by it or on its behalf in connection with the Reorganization unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) ("Reorganization Expenses"). 4. CONDITIONS PRECEDENT Each Fund's obligations hereunder shall be subject to (a) performance by the other Fund of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of the other Fund contained herein being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time, and (c) the further conditions that, at or before the Effective Time: 4.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by each Investment Company's board of directors and shall have been approved by Old Fund's shareholders in accordance with applicable law; 4.2. All necessary filings shall have been made with the Securities and Exchange Commission ("SEC") and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Investment Company to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on the assets or properties of either Fund, provided that either Investment Company may for itself waive any of such conditions; 4.3 Each Investment Company shall have received an opinion of Kirkpatrick & Lockhart LLP, addressed to and in form and substance satisfactory to it, as to the federal income tax consequences mentioned below ("Tax Opinion"). In rendering the Tax Opinion, such counsel may rely as to factual matters, exclusively and without independent verification, on the representations made in this Agreement (or in separate letters addressed to such counsel) and the certificates delivered pursuant to paragraph 2.4. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: 4.3.1. New Fund's acquisition of the Assets in exchange solely for New Fund Shares and New Fund's assumption of the Liabilities, followed by Old Fund's distribution of those shares pro rata to the Shareholders constructively in exchange for the Shareholders' Old Fund Shares, will constitute a reorganization within the meaning of section 368(a)(1)(F) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; 4.3.2. Old Fund will recognize no gain or loss on the transfer to New Fund of the Assets in exchange solely for New Fund Shares and New Fund's assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in constructive exchange for their Old Fund Shares; 4.3.3. New Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for New Fund Shares and its assumption of the Liabilities; 4.3.4. New Fund's basis for the Assets will be the same as the basis thereof in Old Fund's hands immediately before the Reorganization, and New Fund's holding period for the Assets will include Old Fund's holding period therefor; 4.3.5. A Shareholder will recognize no gain or loss on the constructive exchange of all its Old Fund Shares solely for New Fund Shares pursuant to the Reorganization; 4.3.6. A Shareholder's aggregate basis for the New Fund Shares to be received by it in the Reorganization will be the same as the aggregate basis for its Old Fund Shares to be constructively surrendered in exchange for those New Fund Shares, and its holding period for those New Fund Shares will include its holding period for those Old Fund Shares, provided they are held as capital assets by the Shareholder at the Effective Time; and 4.3.7. For purposes of section 381 of the Code, New Fund will be treated as if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of Old Fund's taxable year, Old Fund's tax attributes enumerated in section 381(c) of the Code will be taken into account by New Fund as if there had been no Reorganization, and the part of Old Fund's taxable year before the Reorganization will be included in New Fund's taxable year after the Reorganization; 4.4. Prior to the Closing, [International Funds' or Stock Funds'] directors shall have authorized the issuance of, and New Fund shall have issued, one New Fund Share to Counselor Series Funds in consideration of the payment of $1.00 to vote on the matters referred to in paragraph 4.5; and 4.5. [International Funds or Stock Funds] (on behalf of and with respect to New Fund) shall have entered into a management contract, Master Distribution Plan and Agreements pursuant to Rule 12b-1 under the 1940 Act, and such other agreements as are necessary for New Fund's operation as a series of an open-end investment company. Each such contract, plan, and agreement shall have been approved by [International Funds' or Stock Funds'] directors and, to the extent required by law, by such of those directors who are not "interested persons" thereof (as defined in the 1940 Act) and by Counselor Series Funds as the sole shareholder of New Fund. At any time before the Closing, either Investment Company may waive any of the foregoing conditions (except that set forth in paragraph 4.1) if, in the judgment of its board of directors, such waiver will not have a material adverse effect on its Fund's shareholders' interests. 5. BROKERAGE FEES AND EXPENSES 5.1 Each Investment Company represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 5.2 Except as otherwise provided herein, 50% of the total Reorganization Expenses will be borne by INVESCO Funds Group, Inc. and the remaining 50% will be borne one-half by each Fund. 6. ENTIRE AGREEMENT; NO SURVIVAL Neither party has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the parties. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing. 7. TERMINATION This Agreement may be terminated at any time at or prior to the Effective Time, whether before or after approval by Old Fund's shareholders: 7.1. By either Fund (a) in the event of the other Fund's material breach of any representation, warranty, or covenant contained herein to be performed at or prior to the Effective Time, (b) if a condition to its obligations has not been met and it reasonably appears that such condition will not or cannot be met, or (c) if the Closing has not occurred on or before December 31, 2002; or 7.2. By the parties' mutual agreement. In the event of termination under paragraphs 7.1(c) or 7.2, there shall be no liability for damages on the part of either Fund, or the directors or officers of either Investment Company, to the other Fund. 8. AMENDMENT This Agreement may be amended, modified, or supplemented at any time, notwithstanding approval thereof by Old Fund's shareholders, in such manner as may be mutually agreed upon in writing by the parties; provided that following such approval no such amendment shall have a material adverse effect on the Shareholders' interests. 9. MISCELLANEOUS 9.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland; provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern. 9.2. Nothing expressed or implied herein is intended or shall be construed to confer upon or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 9.3. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officers as of the day and year first written above. INVESCO COUNSELOR SERIES FUNDS, INC. By: _______________________________ ATTEST: ___________________________ [INVESCO INTERNATIONAL FUNDS, INC. or INVESCO STOCK FUNDS, INC.] By: _______________________________ ATTEST: ____________________________ INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO GLOBAL GROWTH FUND PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS JULY 18, 2002 This proxy is being solicited on behalf of the Board of Directors of INVESCO Counselor Series Funds, Inc. (the "Company"). The undersigned hereby appoints as proxies Glen A. Payne, Fred A. Deering and Mark H. Williamson, and each of them (with power of substitution), to vote all shares of common stock of the undersigned in the Company at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on July 18, 2002 at the offices of the Company, 4350 South Monaco Street, 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" the proposal relating to the Company, with discretionary power to vote upon such other business as may properly come before the Meeting. VOTE VIA FACSIMILE: 1-888-___-____ VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-___-____ CONTROL NUMBER: 999 9999 9999 999 NOTE: 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 YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO GLOBAL GROWTH FUND TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: FOR AGAINST ABSTAIN VOTE ON PROPOSAL 1. To approve an Agreement and Plan of Conversion [ ] [ ] [ ] and Termination providing for the conversion of the INVESCO Global Growth Fund from a separate series of INVESCO Counselor Series Funds, Inc. to a separate series of INVESCO International Funds, Inc. YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET, PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. INVESCO COUNSELOR SERIES FUNDS INVESCO MID-CAP GROWTH FUND PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS JULY 18, 2002 This proxy is being solicited on behalf of the Board of Directors of INVESCO Counselor Series Funds, Inc. (the "Company"). The undersigned hereby appoints as proxies Glen A. Payne, Fred A. Deering and Mark H. Williamson, and each of them (with power of substitution), to vote all shares of common stock of the undersigned in the Company at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on July 18, 2002 at the offices of the Company, 4350 South Monaco Street, 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" the proposal relating to the Company, with discretionary power to vote upon such other business as may properly come before the Meeting. VOTE VIA FACSIMILE: 1-888-___-____ VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-___-____ CONTROL NUMBER: 999 9999 9999 999 NOTE: 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 YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. INVESCO COUNSELOR SERIES FUNDS, INC. INVESCO MID-CAP GROWTH FUND TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: FOR AGAINST ABSTAIN VOTE ON PROPOSAL 2. To approve an Agreement and Plan of Conversion [ ] [ ] [ ] and Termination providing for the conversion of the INVESCO Mid-Cap Growth Fund from a separate series of INVESCO Counselor Series Funds, Inc. to a separate series of INVESCO Stock Funds, Inc. YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET, PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.