December 6, 2002From: Payne, Glen [Glen_Payne@invesco.com]
Sent: Friday, December 06, 2002 2:58 PM
To: 'rule-comments@sec.gov'
Cc: Lummanick, James
Subject: File No. S7-36-02

 
December 6, 2002

VIA ELECTRONIC SUBMISSION AND FEDERAL EXPRESS
 
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549-0609

Attention:  Jonathan G. Katz, Secretary

Re:       File No. S7-36-02
          Disclosure Of Proxy Voting Policies And Proxy 
		  Voting Records By Registered Management 
		  Investment Companies

Ladies and Gentlemen:

INVESCO Funds Group, Inc. (“INVESCO”) hereby submits this letter 
in response to a request for comments by the Securities and Exchange 
Commission  (“SEC “) on the proposed rule to require disclosure of 
proxy voting policies and proxy voting records by registered 
management investment companies (the “Proposal”).

INVESCO, an indirect, wholly owned subsidiary of AMVESCAP PLC, is 
a registered investment adviser that serves as investment adviser 
and/or subadviser to more than fifty investment company portfolios, 
including the INVESCO Mutual Funds. 

The comment letter on the Proposal submitted to you by our sister 
company, A I M Management Group, Inc., (“AIM”) has been carefully 
reviewed by INVESCO.  Based upon that review, I can state that the 
AIM comment letter reflects the position and views of INVESCO.  
Simply put, INVESCO agrees with all of the points made in the AIM 
comment letter.  Like AIM, INVESCO has seen virtually no shareholder 
demand for the type of detailed information mandated by the Proposal 
(not a single request for specific fund proxy voting information 
over the past year), and under the Proposal INVESCO Mutual Fund 
shareholders would likewise be required to bear an enormous expense 
to provide information in which only a very few persons (not 
necessarily INVESCO Mutual Fund shareholders) seem to have any 
interest.  

Accordingly, we would ask that the important changes to the Proposal 
recommended in the AIM comment letter be adopted.

Respectfully submitted,

/s/ Glen A Payne

Glen A. Payne
Senior Vice President,
  Secretary and General Counsel 
INVESCO Funds Group, Inc.