INVESCO GROWTH FUND, INC.
Supplement to Prospectus
dated December 30, 1994
The section of the Fund's Prospectus entitled "The Fund and Its Management" is
amended to (1) delete the third and fourth paragraphs and (2) substitute the
following new paragraphs in their place:
The following individuals serve as co-portfolio managers for the
Fund and are primarily responsible for the day-to-day management of the
Fund's portfolio of securities.
R. DALTON SIM
Co-portfolio manager of the Fund since 1995; portfolio manager of
the Fund (1988 to 1995); director of the Fund since 1993; chairman of the
board (1993 to present) and president (1991 to present) of INVESCO Trust
Company; executive vice president and chief investment officer (1987 to
1991) and director (1987 to present) of INVESCO Funds Group, Inc.;
president (since 1994) and trustee (since 1991) of The Global Health
Sciences Fund; began investment career in 1978; B. Comm., University of
Toronto; C.A., Canadian Institute of Chartered Accountants; M.B.A.,
Stanford University.
DOUGLAS PRATT, C.F.A.
Co-portfolio manager of the Fund since 1995; portfolio manager of
the Financial Services Portfolio of INVESCO Strategic Portfolios, Inc.;
vice president (1993 to present) and portfolio manager (1992 to present)
of INVESCO Trust Company. Formerly (1987 to 1992), equity analyst with
Loomis, Sayles & Company; began financial and analytical research career
in 1982; A.B., Brown University; M.B.A., Columbia University; Chartered
Financial Analyst.
The date of this Supplement is May 15, 1995.
<PAGE>
PROSPECTUS
December 30, 1994
INVESCO GROWTH FUND, INC.
INVESCO Growth Fund, Inc. (the "Fund") is a mutual fund that seeks
long-term capital growth. The Fund also seeks, as a secondary objective, to
obtain investment income through the purchase of securities of carefully
selected companies representing major fields of business and industrial
activity. In pursuing its objectives, the Fund invests primarily in common
stocks, but may also invest in other kinds of securities, including convertible
and straight issues of debentures and preferred stock.
This Prospectus provides you with the basic information you should know
before investing in the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing further information
about the Fund has been filed with the Securities and Exchange Commission. You
can obtain a copy without charge by writing INVESCO Funds Group, Inc., P.O. Box
173706, Denver, Colorado 80217-3706; or by calling 1-800-525-8085.
<PAGE>
TABLE OF CONTENTS
Page
ANNUAL FUND EXPENSES 5
FINANCIAL HIGHLIGHTS 6
PERFORMANCE DATA 7
INVESTMENT OBJECTIVE AND POLICIES 8
RISK FACTORS 10
THE FUND AND ITS MANAGEMENT 12
HOW SHARES CAN BE PURCHASED 14
SERVICES PROVIDED BY THE FUND 17
HOW TO REDEEM SHARES 20
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES 22
ADDITIONAL INFORMATION 23
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL
INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
----------
THE STATEMENT OF ADDITIONAL INFORMATION, DATED DECEMBER 30, 1994, IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
<PAGE>
ANNUAL FUND EXPENSES
The Fund is no-load; there are no fees to purchase, exchange or redeem
shares. The Fund, however, is authorized to pay a distribution fee pursuant to
Rule 12b-1 under the Investment Company Act of 1940. (See "How Shares Can Be
Purchased -- Distribution Expenses.") Lower expenses benefit Fund shareholders
by increasing the Fund's total return.
Shareholder Transaction Expenses
Sales load "charge" on purchases None
Sales load "charge" on reinvested dividends None
Redemption fees None
Exchange fees None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fee 0.59%
12b-1 Fees 0.25%
Other Expenses 0.19%
Transfer Agency Fee(1) 0.11%
General Services, Administrative 0.08%
Services, Registration, Postage (2)
Total Fund Operating Expenses 1.03%
(1) Consists of the transfer agency fee described under "Additional
Information - Transfer and Dividend Disbursing Agent."
(2) Includes, but is not limited to, fees and expenses of directors,
custodian bank, legal counsel and auditors, costs of administrative services
furnished under an Administrative Services Agreement, a securities pricing
service, costs of registration of Fund shares under applicable laws, and costs
of printing and distributing reports to shareholders.
Example
A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:
1 Year 3 Years 5 Years 10 Years
$11 $33 $57 $126
The purpose of the foregoing table is to assist investors in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and
Its Management.") The Fund charges no sales load, redemption fee or exchange
fee. The Example should not be considered a representation of past or future
expenses, and actual expenses may be greater or less than those shown. The
assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual returns, which may be greater or less
than the assumed amount.
As a result of the 0.25% Rule 12b-1 fee paid by the Fund, investors who
own Fund shares for a long period of time may pay more than the economic
equivalent of the maximum front-end sales charge permitted for mutual funds by
the National Association of Securities Dealers, Inc., which currently ranges
from 6.25% to 8.5% of the amount invested.
<PAGE>
FINANCIAL HIGHLIGHTS
(For a Fund share Outstanding throughout each Period)
The following information has been audited by Price Waterhouse LLP,
independent accountants. This information should be read in conjunction with the
audited financial statements and the report of independent accountants thereon
appearing in the Fund's 1994 Annual Report to Shareholders and in the Statement
of Additional Information, both of which are available without charge by
contacting INVESCO Funds Group, Inc. at the address or telephone number shown
below.
<TABLE>
<CAPTION>
Year Ended August 31
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -
Beginning of
Period $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 $4.64 $4.14 $4.09 $4.09
-----------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT
OPERATIONS
Net Investment
Income 0.03 0.04 0.05 0.07 0.10 0.10 0.07 0.07 0.10 0.14
Net Gains or
(Losses) on
Securities
(Both Realized
and Unrealized) 0.11 1.00 0.05 1.28 (0.14) 1.06 (1.16) 1.15 1.09 0.46
-----------------------------------------------------------------------------------------------------
Total From
Investment
Operations 0.14 1.04 0.10 1.35 (0.04) 1.16 (1.09) 1.22 1.19 0.60
-----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends (from
Net Investment
Income) 0.03 0.04 0.05 0.08 0.11 0.10 0.07 0.08 0.12 0.14
Distributions (from
Capital Gains) 0.05 0.44 0.59 0.38 0.02 0.00 0.00 0.64 1.02 0.46
-----------------------------------------------------------------------------------------------------
Total Distributions 0.08 0.48 0.64 0.46 0.13 0.10 0.07 0.72 1.14 0.60
-----------------------------------------------------------------------------------------------------
Net Asset Value -
End of Period $5.34 $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 $4.64 $4.14 $4.09
=====================================================================================================
TOTAL RETURN 2.52% 22.17% 2.04% 31.16% (1.01%) 33.70% (23.43%) 29.59% 29.12% 14.82%
RATIOS
Net Assets -
End of Period
($000 Omitted) $488,411 $483,957 $408,218 $428,564 $339,927 $383,099 $328,043 $480,135 $397,223 $342,646
Ratio of Expenses
to Average
Net Assets 1.03% 1.04% 1.04% 1.00% 0.78% 0.82% 0.81% 0.77% 0.74% 0.72%
Ratio of Net
Investment
Income to
Average Net
Assets 0.47% 0.72% 0.93% 1.52% 2.17% 2.60% 1.84% 1.56% 2.16% 3.27%
Portfolio Turnover
Rate 63% 77% 77% 69% 86% 90% 116% 250% 227% 133%
</TABLE>
Further information about the performance of the Fund is contained in the
Fund's annual report to shareholders, which may be obtained without charge by
writing INVESCO Funds Group, Inc., P.O. Box 173706, Denver, Colorado 80217-3706;
or by calling 1-800-525-8085.
<PAGE>
PERFORMANCE DATA
From time to time, the Fund advertises its total return performance.
Performance figures are based upon historical investment results and are not
intended to indicate future performance. "Total return" of the Fund refers to
the average annual rate of return of an investment in the Fund. This figure is
computed by calculating the percentage change in value of an investment of
$1,000, assuming reinvestment of all income dividends and capital gain
distributions, to the end of a specified period. Periods of one year, five years
and ten years are used. Thus, any given report of total return performance
should not be considered as representative of future performance. The Fund
charges no sales load, redemption fee, or exchange fee which would affect the
total return computation.
In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparative data between the Fund's performance for a
given period and recognized indices of investment results for the same period,
and/or assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services, Inc., Lehman Brothers, National
Association of Securities Dealers Automated Quotations, Frank Russell Company,
Value Line Investment Survey, the American Stock Exchange, Morgan Stanley
Capital International, Wilshire Associates, the Financial Times Stock Exchange,
the New York Stock Exchange, the Nikkei Stock Average and the Deutcher
Aktienindex, all of which are unmanaged market indicators. In addition,
rankings, ratings, and comparisons of investment performance and/or assessments
of the quality of shareholder service appearing in publications such as Money,
Forbes, Kiplinger's Personal Finance, Morningstar, and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.; or (iii) by other recognized analytical services, may be used in
advertising. The Lipper Analytical Services, Inc. mutual fund rankings and
comparisons, which may be used by the Fund in performance reports, will be drawn
from the "Growth and Income Funds" mutual fund grouping in addition to the
broad-based Lipper general fund groupings.
INVESTMENT OBJECTIVE AND POLICIES
The basic investment objective of the Fund, which may be changed only by a
vote of the shareholders, is to seek long-term growth of capital. The Fund also
seeks, as a secondary objective, to obtain investment income through the
purchase of securities of carefully selected companies representing major fields
of business and industrial activity. The Fund normally holds common stocks
(including securities convertible into common stocks) although it may invest in
the following other securities: commercial paper and convertible debentures and
straight debt securities having an investment grade rating (Baa or above by
Moody's Investors Service, Inc. ("Moody's"), BBB or above by Standard & Poor's
Ratings Group ("S&P")) and preferred stocks. In each instance, the Fund
endeavors to invest in securities offering the possibility of capital
enhancement and some current income. A bond rating of Baa by Moody's indicates
that the bond issue is of "medium grade," neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics, and have speculative characteristics as
well. A bond rating of BBB by S&P indicates that the bond issue is in the lowest
"investment grade" security rating. Bonds rated BBB are regarded as having an
adequate capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay principal
and interest for bonds in this category than for bonds in the A category, and
they may have speculative characteristics.
In periods of uncertain market and economic conditions, as determined by
the Fund's investment adviser, the Fund may depart from the basic investment
objective
<PAGE>
and assume a defensive position with a large portion of its assets temporarily
invested in high quality corporate bonds or notes and government issues, or held
in cash. Because prices of stocks fluctuate from day to day, the value of an
investment in the Fund will vary based upon the Fund's investment performance.
The Fund invests in many different companies in a variety of industries in order
to attempt to reduce its overall exposure to investment and market risks. There
is no assurance that the Fund will attain its objectives.
In selecting securities for investment, the investment adviser attempts to
identify companies that have a better than average earnings growth potential and
those industries that stand to enjoy the greatest benefit from the predicted
economic environment. The Fund seeks to purchase the securities of companies
that are thought to be best situated in those industry groupings. While
dividends are of secondary consideration, dividend payment records of companies
are also considered.
Foreign Securities. The Fund's investments in equity securities and
corporate debt obligations may consist of investments issued by foreign issuers.
Up to 25% of the Fund's total assets, measured at the time of purchase, may be
invested directly in foreign securities. Securities of Canadian issuers and
securities purchased by means of American Depository Receipts ("ADRs") are not
subject to this 25% limitation. Investments in foreign securities involve
certain risks which are discussed below under "Risk Factors."
Repurchase Agreements. The Fund may enter into repurchase agreements with
respect to debt instruments eligible for investment by the Fund. These
agreements are entered into with member banks of the Federal Reserve System,
registered broker-dealers, and registered government securities dealers, which
are deemed creditworthy. A repurchase agreement is a means of investing monies
for a short period. In a repurchase agreement, the Fund acquires a debt
instrument (generally a security issued by the U.S. government or an agency
thereof, a banker's acceptance or a certificate of deposit) subject to resale to
the seller at an agreed upon price and date (normally, the next business day).
In the event that the original seller defaults on its obligation to repurchase
the security, the Fund could incur costs or delays in seeking to sell such
security. To minimize risk, the securities underlying each repurchase agreement
will be maintained with the Fund's custodian in an amount at least equal to the
repurchase price under the agreement (including accrued interest), and such
agreements will be effected only with parties that meet certain creditworthiness
standards established by the Fund's board of directors. The Fund will not enter
into a repurchase agreement maturing in more than seven days if as a result more
than 10% of the Fund's net assets would be invested in such repurchase
agreements. The Fund has not adopted any limit on the amount of its total assets
that may be invested in repurchase agreements maturing in seven days or less.
Rule 144A Securities. The Fund may not purchase securities which are not
readily marketable. However, certain securities that are not registered for sale
to the general public, but that can be resold to institutional investors ("Rule
144A Securities"), may be purchased if an institutional trading market exists.
The liquidity of the Fund's investments in Rule 144A Securities could be
impaired if dealers or institutional investors become uninterested in purchasing
these securities. The Company's board of directors has delegated to the adviser
the authority to determine the liquidity of Rule 144A Securities pursuant to
guidelines approved by the board. In the event that a Rule 144A Security
subsequently is determined to be illiquid, the security will be sold as soon as
that can be done in an orderly fashion consistent with the best interests of the
Fund's shareholders. For more information concerning Rule 144A Securities, see
the Statement of Additional Information.
Securities Lending. The Fund also may lend its securities to qualified
brokers, dealers, banks, or other financial institutions. This practice permits
the Fund to earn income, which, in turn, can be invested in additional
securities
<PAGE>
to pursue the Fund's investment objective. Loans of securities by the Fund will
be collateralized by cash, letters of credit, or securities issued or guaranteed
by the U.S. government or its agencies equal to at least 100% of the current
market value of the loaned securities, determined on a daily basis. Lending
securities involves certain risks, the most significant of which is the risk
that a borrower may fail to return a portfolio security. The Fund monitors the
creditworthiness of borrowers in order to minimize such risks. The Fund will not
lend any security if, as a result of such loan, the aggregate value of
securities then on loan would exceed 33-1/3% of the Fund's total assets (taken
at market value).
Portfolio Turnover. While the Fund purchases portfolio securities with the
view of retaining them on a long-term basis, the Fund may sell any security
without regard to the period of time it has been held. Such sales may cause the
Fund's portfolio turnover rate to exceed 100% and would cause it to incur
greater brokerage commissions than would otherwise be the case. The Fund's
portfolio turnover rates are set forth under "Financial Highlights" and, along
with the Fund's brokerage allocation policies are discussed in the Statement of
Additional Information.
Investment Restrictions. The Fund is subject to certain restrictions
regarding its investments, which are set forth in the Statement of Additional
Information, and which may not be altered without the approval of the Fund's
shareholders. Those restrictions include, among others, limitations with respect
to the percentages of the value of its total assets which may be invested in any
one company or in any one industry.
RISK FACTORS
Debt Securities. The Fund's assets invested in straight debt securities
generally will be subject to two kinds of risk, credit risk and market risk, as
is described more fully in the Statement of Additional Information. While the
Fund's investment adviser continuously monitors all of the debt securities in
the Fund's portfolio for the issuers' ability to make required principal and
interest payments and other quality factors, the adviser may retain in the
portfolio a debt security whose rating is changed to one below the minimum
rating required for purchase of such a security.
Foreign Securities. For U.S. investors, the returns on foreign securities
are influenced not only by the returns on the foreign investments themselves,
but also by currency risk (i.e., changes in the value of the currencies in which
the securities are denominated relative to the U.S. dollar). In a period when
the U.S. dollar generally rises against foreign currencies, the returns on
foreign securities for a U.S. investor are diminished. By contrast, in a period
when the U.S. dollar generally declines, the returns on foreign securities are
enhanced.
Other risks and considerations of international investing include the
following: differences in accounting, auditing and financial reporting standards
which may result in less publicly available information than is generally
available with respect to U.S. issuers; generally higher commission rates on
foreign portfolio transactions and longer settlement periods; the smaller
trading volumes and generally lower liquidity of foreign stock markets, which
may result in greater price volatility; foreign withholding taxes payable on the
Fund's foreign securities, which may reduce dividend income payable to
shareholders; the possibility of expropriation or confiscatory taxation; adverse
changes in investment or exchange control regulations; political instability
which could affect U.S. investment in foreign countries; potential restrictions
on the flow of international capital; and the possibility of the Fund
experiencing difficulties in pursuing legal remedies and collecting judgments.
Certain of these risks, as well as currency risks, also apply to Canadian
securities, which are not subject to the Fund's 25% of total assets limitation
on investing directly in foreign securities. The Fund's investments in foreign
securities may include investments in developing countries. Many of these
securities are speculative and their prices
<PAGE>
may be more volatile than those of securities issued by companies located in
more developed countries.
ADRs are receipts, typically issued by a U.S. bank or trust company,
evidencing ownership of the underlying foreign securities. ADRs are denominated
in U.S. dollars and trade in the U.S. securities markets. ADRs may be issued in
sponsored or unsponsored programs. In sponsored programs, the issuer makes
arrangements to have its securities traded in the form of ADRs; in unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although the regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, such information may not be reflected in the market value of the
ADRs. ADRs are subject to certain of the same risks as direct investments in
foreign securities, including the risk that changes in the value of the currency
in which the security underlying an ADR is denominated relative to the U.S.
dollar may adversely affect the value of the ADR.
THE FUND AND ITS MANAGEMENT
The Fund is a no-load mutual fund, registered with the Securities and
Exchange Commission as an open-end, diversified management investment company.
It was incorporated on January 8, 1935, under the laws of Maryland as "Financial
Industrial Fund, Inc." The name "INVESCO Growth Fund, Inc." was adopted as a
trade name for the Fund in April 1993. On December 2, 1994 the Fund amended its
Articles of Incorporation to change its name to INVESCO Growth Fund, Inc. The
overall supervision of the Fund is the responsibility of its board of directors.
Pursuant to an agreement with the Fund, INVESCO Funds Group, Inc.
("INVESCO"), 7800 E. Union Avenue, Denver, Colorado, serves as the Fund's
investment adviser. INVESCO is primarily responsible for providing the Fund with
various administrative services, and supervising the Fund's daily business
affairs. These services are subject to review by the Fund's board of directors.
The following individual serves as portfolio manager of the Fund and is
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:
R. Dalton Sim Portfolio manager of INVESCO Growth Fund since 1988;
director of the Fund since 1993; chairman of the
board (1993 to present) and president (1991 to
present) of INVESCO Trust Company; executive vice
president and chief investment officer (1987 to
1991) and director (1987 to present) of INVESCO
Funds Group, Inc.; president (since 1994) and
trustee (since 1991) of The Global Health Sciences
Fund; began investment career in 1978; B. Comm.,
University of Toronto; C.A., Canadian Institute of
Chartered Accountants; M.B.A., Stanford University.
INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC
is a financial holding company which, through its subsidiaries, engages in the
business of investment management on an international basis. INVESCO was
established in 1932 and, as of August 31, 1994, managed 14 mutual funds,
consisting of 36 portfolios, with combined assets of approximately $9.9 billion
on behalf of over 861,000 shareholders.
Pursuant to an agreement with INVESCO, INVESCO Trust Company ("INVESCO
Trust"), 7800 E. Union Avenue, Denver, Colorado, serves as the Fund's
sub-adviser. INVESCO Trust, a trust company founded in 1969, is a wholly-owned
subsidiary of INVESCO that served as adviser or sub-adviser to 33 investment
portfolios as of
<PAGE>
August 31, 1994, including 27 open-end mutual fund portfolios in the INVESCO
group. These 33 portfolios had aggregate assets of approximately $8.8 billion as
of August 31, 1994. In addition, INVESCO Trust provides investment management
services to private clients, including employee benefit plans that may be
invested in a collective trust sponsored by INVESCO Trust. INVESCO Trust,
subject to the supervision of INVESCO, is primarily responsible for selecting
and managing the Fund's investments. Although the Fund is not a party to the
sub-advisory agreement, the agreement has been approved by the shareholders of
the Fund.
The Fund pays INVESCO a monthly fee which is based upon a percentage of
the Fund's average net assets determined daily. The maximum advisory fee payable
by the Fund for each fiscal year is 0.60% of the first $350 million of the
average net assets of the Fund; 0.55% of the next $350 million of the Fund's
average net assets; and 0.50% of the Fund's average net assets in excess of $700
million. For the fiscal year ended August 31, 1994, investment advisory fees
paid by the Fund amounted to 0.59% of the Fund's net assets.
Out of its advisory fee which it receives from the Fund, INVESCO pays
INVESCO Trust, as the Fund's sub-adviser, a monthly fee, which is computed at
the annual rate of 0.25% on the first $200 million of the Fund's average net
assets, and 0.20% of the Fund's average net assets in excess of $200 million. No
fee is paid by the Fund to INVESCO Trust.
The Fund also has entered into an Administrative Services Agreement, dated
April 30, 1991 (the "Administrative Agreement"), with INVESCO. Pursuant to the
Administrative Agreement, INVESCO performs certain administrative, recordkeeping
and internal sub-accounting services, including without limitation, maintaining
general ledger and capital stock accounts, preparing a daily trial balance,
calculating net asset value daily, providing selected general ledger reports and
providing sub-accounting and recordkeeping services for shareholder accounts
maintained by certain retirement and employee benefit plans for the benefit of
participants in such plans. For such services, the Fund pays INVESCO a fee
consisting of a base fee of $10,000 per year, plus an additional incremental fee
computed at the annual rate of 0.015% per year of the average net assets of the
Fund. INVESCO also is paid a fee by the Fund for providing transfer agent
services. See "Additional Information."
The Fund's expenses, which are accrued daily, are deducted from the Fund's
total income before dividends are paid. Total expenses of the Fund for the
fiscal year ended August 31, 1994, including investment advisory fees (but
excluding brokerage commissions, which are a cost of acquiring securities),
amounted to 1.03% of the Fund's average net assets.
INVESCO, as the Fund's investment adviser, or INVESCO Trust, as the Fund's
sub-adviser, places orders for the purchase and sale of portfolio securities
with brokers and dealers based upon INVESCO's evaluation of their financial
responsibility coupled with their ability to effect transactions at the best
available prices. The Fund may market its shares through intermediary brokers or
dealers that have entered into Dealer Agreements with INVESCO, as the Fund's
Distributor, under which such intermediary brokers or dealers generally are
compensated through the payment of continuing quarterly fees at the annual rate
of up to 0.25% of the aggregate net asset value of outstanding Fund shares sold
by such entities, measured on each business day during a calendar quarter. The
Fund may place orders for portfolio transactions with qualified broker/dealers
which recommend the Fund, or sell shares of the Fund to clients, or act as agent
in the purchase of Fund shares for clients, if management of the Fund believes
that the quality of execution of the transaction and level of commission are
comparable to those available from other qualified brokerage firms.
<PAGE>
HOW SHARES CAN BE PURCHASED
The Fund's shares are sold on a continuous basis by INVESCO, as the Fund's
Distributor, at the net asset value per share next calculated after receipt of a
purchase order in good form. No sales charge is imposed upon the sale of shares
of the Fund. To purchase shares of the Fund, send a check made payable to
INVESCO Funds Group, Inc. together with a completed application form, to:
INVESCO FUNDS GROUP, INC.
Post Office Box 173706
Denver, Colorado 80217-3706
The minimum initial purchase must be at least $1,000, with subsequent
investments of not less than $50, except that: (1) those shareholders
establishing an EasiVest or direct payroll purchase account, as described below
in the Prospectus section entitled "Services Provided by the Fund," may open an
account without making any initial investment if they agree to make regular,
minimum purchases of at least $50; (2) Fund management may permit a lesser
amount to be invested in the Fund under a federal income tax-sheltered
retirement plan (other than an IRA account), or under a group investment plan
qualifying as a sophisticated investor; (3) those shareholders investing in an
Individual Retirement Account (IRA) or through omnibus accounts where individual
shareholder recordkeeping and sub-accounting are not required may make initial
minimum purchases of $250; and (4) Fund management reserves the right to reduce
or waive the minimum purchase requirements in its sole discretion where it
determines such action is in the best interests of the Fund. The minimum initial
purchase requirement of $1,000, as described above, does not apply to
shareholder account(s) in any of the INVESCO funds opened prior to January 1,
1993, and thus, is not a minimum balance requirement for those existing
accounts. However, for shareholders already having accounts in any of the
INVESCO funds, all initial share purchases in a new Fund account, including
those made using the exchange privilege, must meet the Fund's applicable minimum
investment requirement.
The purchase of Fund shares can be expedited by placing bank wire,
overnight courier, or telephone orders. Overnight courier orders must meet the
above minimum investment requirements. In no case can a bank wire or telephone
order be in an amount less than $1,000. For further information, the purchaser
may call the Fund's office by using the telephone number on the cover of this
Prospectus. Orders sent by overnight courier, including Express Mail, should be
sent to the street address, not Post Office Box, of INVESCO Funds Group, Inc.,
at 7800 E. Union Avenue, Denver, CO 80237.
Orders for the Fund can be placed by telephone. Shares of the Fund will be
issued at the net asset value per share next determined after receipt of
telephone instructions. Payments for telephone orders must be received by the
Fund within seven business days of the transaction. In the event payment is not
received, the shares will be redeemed by INVESCO, and the purchaser will be held
responsible for any loss resulting from a decline in the value of the shares.
INVESCO has agreed to indemnify the Fund for any losses resulting from such
cancellations.
If your check does not clear, or if a telephone purchase must be cancelled
due to non-payment, you will be responsible for any related loss the Fund or
INVESCO incurs. If you are already a shareholder in the INVESCO funds, the Fund
has the option to redeem shares from any identically registered account in the
Fund or any other INVESCO fund as reimbursement for any loss incurred. You also
may be prohibited or restricted from making future purchases in any of the
INVESCO funds.
Persons who invest in the Fund through a securities broker may be charged
a commission or transaction fee for the handling of the transaction if the
broker so elects. Any investor may deal directly with the Fund in any
transaction. In that event, there is no such charge.
The Fund reserves the right in its sole discretion to reject any order for
purchase of its shares (including purchases by exchange) when, in the judgment
of management, such rejection is in the best interest of the Fund.
<PAGE>
Net asset value per share of the Fund is computed once each day that the
New York Stock Exchange is open as of the close of trading on that Exchange
(presently 4:00 p.m., New York time) and also may be computed on other days
under certain circumstances. Net asset value per share is calculated by dividing
the market value of all of the Fund's portfolio securities plus the value of its
other assets (including dividends, and interest accrued but not collected), less
all liabilities (including accrued expenses), by the number of outstanding
shares of the Fund. If market quotations are not readily available, a security
will be valued at fair value as determined in good faith by the board of
directors. Debt securities with remaining maturities of 60 days or less will be
valued at amortized cost, absent unusual circumstances, so long as the Fund's
board of directors believes that such value represents fair value.
Distribution Expenses. The Fund is authorized under a Plan and Agreement
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Plan") to use its assets to finance certain activities relating to the
distribution of its shares to investors. Under the Plan, which was implemented
on November 1, 1990, monthly payments may be made by the Fund to INVESCO to
reimburse it for particular expenditures incurred by INVESCO during the rolling
12-month period in which that month falls in connection with the distribution of
the Fund's shares to investors. These expenditures may include the payment of
compensation (including incentive compensation and/or continuing compensation
based on the amount of customer assets maintained in the Fund) to securities
dealers and other financial institutions and organizations to obtain various
distribution-related and/or administrative services for the Fund. Such services
may include, among other things, processing new shareholder account
applications, preparing and transmitting to the Fund's Transfer Agent computer
processable tapes of all transactions by customers, and serving as the primary
source of information to customers in answering questions concerning the Fund
and their transactions with the Fund.
In addition, other reimbursable expenditures include those incurred for
advertising, the preparation and distribution of sales literature, the cost of
printing and distributing prospectuses to prospective investors, and such other
services and promotional activities as may from time to time be agreed upon by
the Fund and its board of directors, including public relations efforts and
marketing programs to communicate with investors and prospective investors.
Under the Plan, the Fund's reimbursement to INVESCO is limited to an
amount computed at the annual rate of 0.25 of 1% of the Fund's average net
assets during the month. INVESCO is not entitled to reimbursement for overhead
expenses under the Plan, but may be reimbursed for all or a portion of the
compensation paid for salaries and other employee benefits for the personnel of
INVESCO, whose primary responsibilities involve marketing shares of the INVESCO
funds, including the Fund. Payment amounts by the Fund under the Plan, for any
month, may only be made to reimburse or pay expenditures incurred during the
rolling 12-month period in which that month falls; therefore, any reimbursable
expenses incurred by INVESCO in excess of the limitation described above are not
reimbursable and will be borne by INVESCO. No further payments will be made by
the Fund under the Plan in the event of its termination. Also, any payments made
by the Fund may not be used to finance the distribution of shares of any other
mutual fund advised by INVESCO. Payments made by the Fund under the Plan for
compensation of marketing personnel, as noted above, are based on an allocation
formula designed to ensure that all such payments are appropriate.
SERVICES PROVIDED BY THE FUND
Shareholder Accounts. INVESCO maintains a share account that reflects the
current holdings of each shareholder. Share certificates will be issued only
upon specific request. Since certificates must be carefully safeguarded, and
must be surrendered in order to exchange or redeem Fund shares, most
shareholders do not request share certificates in order to facilitate such
transactions. Each
<PAGE>
shareholder is sent a detailed confirmation of each transaction in shares of the
Fund. Shareholders whose only transactions are through the EasiVest, direct
payroll purchase, automatic monthly exchange or periodic withdrawal programs, or
are reinvestments of dividends or capital gains in the same or another fund,
will receive confirmations of those transactions on their quarterly statements.
These programs are discussed below. For information regarding a shareholder's
account and transactions, the shareholder may call the Fund's office by using
the telephone number on the cover of this Prospectus.
Reinvestment of Distributions. Income dividends and capital gain
distributions are automatically reinvested in additional Fund shares at the net
asset value per share of the Fund in effect on the ex-dividend date. A
shareholder may, however, elect to reinvest dividends and capital gain
distributions in certain of the other no-load mutual funds advised and
distributed by INVESCO, or to receive payment of all dividends and distributions
in excess of $10.00 by check by giving written notice to INVESCO at least two
weeks prior to the record date on which the change is to take effect. Further
information concerning these options can be obtained by contacting INVESCO.
Periodic Withdrawal Plan. A Periodic Withdrawal Plan is available to
shareholders who own or purchase shares of any mutual funds advised by INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is established, the shareholder owns shares having a value of at least
$5,000 in the fund from which withdrawals will be made. Under the Periodic
Withdrawal Plan, INVESCO, as agent, will make specified monthly or quarterly
payments of any amount selected (minimum payment of $100) to the party
designated by the shareholder. Notice of all changes concerning the Periodic
Withdrawal Plan must be received by INVESCO at least two weeks prior to the next
scheduled check. Further information regarding the Periodic Withdrawal Plan and
its requirements and tax consequences can be obtained by contacting INVESCO.
Exchange Privilege. Shares of the Fund may be exchanged for shares of any
of the following other no-load mutual funds, which are also advised and
distributed by INVESCO, on the basis of their respective net asset values at the
time of the exchange: INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund,
Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO Income Funds, Inc.,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty
Funds, Inc., INVESCO Strategic Portfolios, Inc., INVESCO Tax-Free Income Funds,
Inc., and INVESCO Value Trust.
An exchange involves the redemption of shares in the Fund and investment
of the redemption proceeds in shares of one of the funds listed above. Exchanges
will be made at the net asset value per share next determined after receipt of
an exchange request in proper order. Any gain or loss realized on an exchange is
recognizable for federal income tax purposes by the shareholder. Exchange
requests may be made either by telephone or by written request to INVESCO Funds
Group, Inc. using the telephone number or address on the cover of this
Prospectus. Exchanges made by telephone must be in an amount of at least $250,
if the exchange is being made into an existing account of one of the INVESCO
funds. All exchanges that establish a new account must meet the Fund's
applicable minimum initial investment requirements. Written exchange requests
into an existing account have no minimum requirements other than the Fund's
applicable minimum subsequent investment requirements.
The privilege of exchanging Fund shares by telephone is available to
shareholders automatically unless expressly declined. By signing the new account
Application, a Telephone Transaction Authorization Form or otherwise utilizing
telephone exchange privileges, the investor has agreed that the Fund will not be
liable for following instructions communicated by telephone that it reasonably
believes to be genuine. The Fund employs procedures, which it believes are
reasonable, designed to confirm that exchange instructions are genuine. These
may
<PAGE>
include recording telephone instructions and providing written confirmations of
exchange transactions. As a result of this policy, the investor may bear the
risk of any loss due to unauthorized or fraudulent instructions; provided,
however, that if the Fund fails to follow these or other reasonable procedures,
the Fund may be liable.
In order to prevent abuse of this privilege to the disadvantage of other
shareholders, the Fund reserves the right to terminate the exchange privilege of
any shareholder who requests more than four exchanges a year. The Fund will
determine whether to do so based on a consideration of both the number of
exchanges any particular shareholder or group of shareholders has requested and
the time period over which those exchange requests have been made, together with
the level of expense to the Fund which will result from effecting additional
exchange requests. The exchange privilege also may be modified or terminated at
any time. Except for those limited instances where redemptions of the exchanged
security are suspended under Section 22(e) of the Investment Company Act of
1940, or where sales of the fund into which the shareholder is exchanging are
temporarily stopped, notice of all such modifications or termination of the
exchange privilege will be given at least 60 days prior to the date of
termination or the effective date of the modification.
Before making an exchange, the shareholder should review the prospectuses
of the funds involved and consider their differences, and should be aware that
the exchange privilege may only be available in those states where exchanges
legally may be made, which will require that the shares being acquired are
registered for sale in the shareholder's state of residence. Shareholders
interested in exercising the exchange privilege may contact INVESCO for
information concerning their particular exchanges.
Automatic Monthly Exchange. Shareholders who have accounts in any of the
mutual funds distributed by INVESCO may arrange for a fixed dollar amount of
their fund shares to be automatically exchanged for shares of any other INVESCO
mutual fund listed under "Exchange Privilege" on a monthly basis. The minimum
monthly exchange in this program is $50.00. This automatic exchange program can
be changed by the shareholder at any time by notifying INVESCO at least two
weeks prior to the date the change is to be made. Further information regarding
this service can be obtained by contacting INVESCO.
EasiVest. For shareholders who want to maintain a schedule of monthly
investments, EasiVest uses various methods to draw a preauthorized amount from
the shareholder's bank account to purchase Fund shares. This automatic
investment program can be changed by the shareholder at any time by notifying
INVESCO at least two weeks prior to the date the change is to be made. Further
information regarding this service can be obtained by contacting INVESCO.
Direct Payroll Purchase. Shareholders may elect to have their employers
make automatic purchases of Fund shares for them by deducting a specified amount
from their regular paychecks. This automatic investment program can be modified
or terminated at any time by the shareholder by notifying the employer. Further
information regarding this service can be obtained by contacting INVESCO.
Tax-Sheltered Retirement Plans. Shares of the Fund may be purchased for
self-employed retirement plans, individual retirement accounts (IRAs),
simplified employee pension plans, and corporate retirement plans. In addition,
shares can be used to fund tax qualified plans established under Section 403(b)
of the Internal Revenue Code by educational institutions, including public
school systems and private schools, and certain types of non-profit
organizations, which provide deferred compensation arrangements for their
employees.
Prototype forms for the establishment of these various plans, including,
where applicable, disclosure statements required by the Internal Revenue
Service, are available from INVESCO. INVESCO Trust Company, a subsidiary of
INVESCO, is
<PAGE>
qualified to serve as trustee or custodian under these plans and provides the
required services at competitive rates. Retirement plans (other than IRAs)
receive monthly statements reflecting all transactions in their Fund accounts.
IRAs receive the confirmations and quarterly statements described under
"Shareholder Accounts." For complete information, including prototype forms and
service charges, call INVESCO at the telephone number listed on the cover of
this Prospectus or send a written request to: Retirement Services, INVESCO Funds
Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.
HOW TO REDEEM SHARES
You may redeem all or any portion of the shares in your account at any
time by telephone or mail as described below. Shares of the Fund will be
redeemed at their current net asset value per share next determined after a
request in proper form is received at the Fund's office. (See "How Shares Can Be
Purchased.") Net asset value per share at the time of the redemption may be more
or less than the price you paid to purchase your shares, depending primarily
upon the Fund's investment performance.
If the shares to be redeemed are represented by stock certificates, a
written request for redemption signed by the registered shareholder(s) and the
certificates must be forwarded to INVESCO Funds Group, Inc., Post Office Box
173706, Denver, Colorado 80217-3706. Redemption requests sent by overnight
courier, including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO Funds Group, Inc. at 7800 E. Union Avenue, Denver, CO
80237. If no certificates have been issued, a written redemption request signed
by each registered owner of the account may be submitted to INVESCO at the
address noted above. If shares are held in the name of a corporation, additional
documentation may be necessary. Call or write for specifics. If payment for the
redeemed shares is to be made to someone other than the registered owner(s), the
signature(s) must be guaranteed by a financial institution which qualifies as an
eligible guarantor institution. Redemption procedures with respect to accounts
registered in the names of broker-dealers may differ from those applicable to
other shareholders.
Payment of redemption proceeds will be mailed within seven days following
receipt of the required documents. However, payment may be postponed under
unusual circumstances, such as when normal trading is not taking place on the
New York Stock Exchange, an emergency as defined by the Securities and Exchange
Commission exists, or the shares to be redeemed were purchased by check and that
check has not yet cleared; provided, however, that all redemption proceeds will
be paid out promptly upon clearance of the purchase check (which may take up to
15 days).
Because of the high relative costs of handling small accounts, should the
value of any shareholder's account fall below $250, as a result of shareholder
action, the Fund reserves the right to effect the involuntary redemption of all
shares in such account, in which case the account would be liquidated and the
proceeds forwarded to the shareholder. Prior to any such redemption, a
shareholder will be notified and given 60 days to increase the value of the
account to $250 or more.
Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited redemption of shares having a minimum value
of $250 (or redemption of all shares if their value is less than $250) held in
accounts maintained in their name by telephoning redemption instructions to
INVESCO, using the telephone number on the cover of this Prospectus. For INVESCO
Trust Company sponsored federal income tax-sheltered retirement plans, the term
"shareholders" is defined to mean plan trustees that file a written request to
be able to redeem Fund shares by telephone. Unless the Fund's management permits
a larger redemption request to be placed by telephone, a shareholder may not
place a redemption request by telephone in excess of $25,000. The redemption
proceeds, at the shareholder's option, either will be mailed to the address
listed for the shareholder on its Fund account or wired (minimum of $1,000) or
mailed to the bank
<PAGE>
which the shareholder has designated to receive the proceeds of telephone
redemptions. The Fund charges no fee for effecting such telephone redemptions.
These telephone redemption privileges may be modified or terminated in the
future at the discretion of the Fund's management. Shareholders should
understand that, while the Fund will attempt to process all telephone redemption
requests on an expedited basis, there may be times, particularly in periods of
severe economic or market disruption, when (a) they may encounter difficulty in
placing a telephone redemption request, and (b) processing telephone redemptions
may require up to seven days following receipt of the telephone redemption
request, or additional time because of postponements resulting from the unusual
circumstances set forth above.
The privilege of redeeming Fund shares by telephone is available to
shareholders automatically unless expressly declined. By signing a new account
Application, a Telephone Transaction Authorization Form or otherwise utilizing
telephone redemption privileges, the shareholder has agreed that the Fund will
not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine. The Fund employs procedures, which it
believes are reasonable, designed to confirm that telephone instructions are
genuine. These may include recording telephone instructions and providing
written confirmation of transactions initiated by telephone. As a result of this
policy, the investor may bear the risk of any loss due to unauthorized or
fraudulent instructions; provided, however, that if the Fund fails to follow
these or other reasonable procedures, the Fund may be liable.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES
Dividends. In addition to any increase in the value of your shares which
may occur from increases in the value of the Fund's investments, the Fund may
earn income in the form of dividends and interest on its investments. The Fund's
policy is to distribute substantially all of this income, less expenses, to
shareholders on a quarterly basis at the discretion of the Fund's board of
directors. Dividends are automatically reinvested in additional Fund shares at
the net asset value on the ex-dividend date, unless otherwise requested. See
"Services Provided by the Fund - Reinvestment of Distributions."
Capital Gains. Capital gains or losses are the result of the Fund's sale
of its portfolio securities at prices that are higher or lower than the prices
paid by the Fund to purchase such securities. Total gains from such sales, less
any losses from such sales (including losses carried forward from prior years)
represent net realized capital gains. The Fund distributes its net realized
capital gains, if any, to shareholders at least annually, usually in December.
Capital gain distributions are automatically reinvested in additional Fund
shares at net asset value on the ex-dividend date, unless otherwise requested.
See "Services Provided by the Fund - Reinvestment of Distributions."
Taxes. The Fund intends to distribute substantially all of its net
investment income and capital gains, if any, to shareholders, and to continue to
qualify for tax treatment under Subchapter M of the Internal Revenue Code as a
regulated investment company. Thus, it is not expected that the Fund will be
required to pay any federal income taxes. Shareholders (other than those exempt
from income tax) normally will have to pay federal income taxes and any state
and local income taxes on the dividends and distributions they receive from the
Fund, whether such dividends and distributions are received in cash or
reinvested in additional shares of the same or another fund. Shareholders of the
Fund are advised to consult their own tax advisers with respect to these
matters.
Dividends paid by the Fund from net investment income, as well as
distributions of net realized short-term net capital gains, are, for federal
income tax purposes, taxable as ordinary income to shareholders. At the end of
each calendar year, shareholders are sent full information on dividends and
capital gain distributions, including information as to the portions taxable as
ordinary income,
<PAGE>
long-term capital gains. Information concerning the amount of dividends eligible
for the dividends-received deduction available for corporations is contained in
the Company's annual report or may be obtained upon request.
The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividend payments, capital gain distributions, and redemption proceeds for any
account on which the owner provides an incorrect taxpayer identification number,
no number, or no certified number.
ADDITIONAL INFORMATION
Voting Rights. All shares of the Fund have equal voting rights. When
shareholders are entitled to vote upon a matter, each shareholder is entitled to
one vote for each share owned. The Fund is not generally required, and does not
expect to hold regular annual meetings of shareholders. However, the board of
directors will call special meetings of shareholders for the purpose, among
other reasons, of voting upon the question of removal of a director or directors
when requested to do so in writing by the holders of 10% or more of the
outstanding shares of the Fund or as may be required by applicable law or the
Fund's Articles of Incorporation. The Fund will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940. Directors may be removed by action of the holders of a majority or more
of the outstanding shares of the Fund.
Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Fund at the telephone number or mailing address set forth on the cover
page of this Prospectus.
Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800
East Union Avenue, Denver, Colorado 80237, acts as registrar, transfer agent,
and dividend disbursing agent for the Fund pursuant to a Transfer Agency
Agreement which provides that the Fund shall pay a fee of $14.00 per shareholder
account or omnibus account participant per year. The fee is not charged to each
shareholder's or participant's account but is an expense of the Fund to be paid
from the Fund's assets. In addition, registered broker-dealers, third party
administrators of tax-qualified retirement plans and other entities may provide
sub-transfer agency services to the Fund which reduce or eliminate the need for
identical services to be provided on behalf of the Fund by INVESCO. In such
cases, INVESCO is authorized to pay the third party an annual sub-transfer
agency fee of up to $14.00 per participant in the third party's omnibus account
out of the transfer agency fee which is paid to INVESCO by the Fund.
<PAGE>
INVESCO GROWTH FUND, INC.
A no-load mutual fund seeking long-term
capital growth and current income
PROSPECTUS
December 30, 1994
To receive general information and prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information, call toll-
free:
1-800-525-8085
To reach PAL, your 24-hour Personal Account Line, call:
1-800-424-8085
Or write to:
INVESCO Funds Group. Inc., Distributor
Post Office Box 173706
Denver, Colorado 80217-3706
If you're in Denver, visit one of our convenient Investor Centers:
Cherry Creek
155-B Fillmore Street
Denver Tech Center
7800 East Union Avenue
Lobby Level
