ANNUAL REPORT
August 31, 1996
INVESCO
GROWTH
FUND,
INC.
A Smart Choice
For Seeking
Steady Capital Growth
INVESCO FUNDS
<PAGE>
Market Overview September 1996
Over the first eight months of 1996, the securities markets have been
exceptionally attentive to figures: Gross Domestic Product, unemployment, and
earnings growth. Each announcement of fresh data has sent the S&P 500 and other
market indexes moving in a new direction.
Based on a moderate economic expansion, the stock market advanced 9.60%
for the five months ended 5/31/96. But as expectations of economic vigor grew,
investors began to see the likelihood of accelerating inflation. This in turn
makes it more probable that the Federal Reserve Board may hike short-term
interest rates. In June, the S&P 500 advanced a mere 0.44%; in July, the index
declined sharply.(1)
Since 1994 the Fed has actively manipulated short-term rates, seeking to
maintain economic expansion without sparking inflation. Recently, there has been
some indication that the central bank may allow a slightly higher level of
inflation before tightening credit availability; however, their overall strategy
is unlikely to alter in the near-term, given an impending presidential election
and the recent reappointment of Alan Greenspan as Fed chairman.
The current economic expansion has shown unexpected tenacity, with an
annualized growth rate in GDP estimated at 4.7% for the second quarter of 1996.
As a result, chances are growing stronger that the Fed will launch a preemptive
strike against inflation during the second half of 1996.
INVESCO Growth Fund, Inc.
As the line graph at right illustrates, over the 10 years ended 8/31/96,
the value of a $10,000 investment in INVESCO Growth Fund, plus reinvested
dividends and capital gain distributions, would have grown to $29,655. The chart
and other total return figures cited reflect the fund's operating expenses, but
the index does not have expenses, which would, of course, have lowered its
performance.(2)
For the eight-month period ended 8/31/96, INVESCO Growth Fund achieved a
total return of 10.37%, compared to a total return of 7.44% for the S&P 500. In
1996, the fund has generally kept pace with the broad market during advances --
and outperformed during retreats. For example, although the fund lost ground in
July, it did not fall as hard as the broad market that month, and then rebounded
more strongly in August than did the S&P 500. For the three months ended
8/31/96, the S&P 500 dropped 1.97%, while Growth Fund gained 0.52%. (Of course,
past performance is not a guarantee of future results.)(1),(2)
<PAGE>
Growth Fund
Average Annualized Total Return
as of 8/31/96(2)
1 year 20.23%
-----------------------------------
5 years 11.48%
-----------------------------------
10 years 11.48%
-----------------------------------
Over the past year, the fund's performance relative to its competition has
strengthened considerably. Based on total return unadjusted for commissions, for
the one-year period ended 9/30/96, Lipper Analytical Services ranked Growth Fund
#72 of 633 growth funds. For the five-year period, the fund was ranked #141 of
247 funds; for the 10-year period, #100 of 161.(2),(3)
As a group, growth stocks have outperformed their value-oriented
counterparts during the past 12 months. The fund's outperformance may be largely
attributed to its emphasis on high-quality, large capitalization growth
companies. We seek to identify these firms by their consistent and predictable
earnings growth and high returns.
One result of this strategy is a lesser emphasis on individual sectors. We
do have concentrations in several industry groups -- such as consumer growth,
consumer staples, and technology. However, our focus is on seeking the best
growth companies in every sector.
Graph:
This line graph represents a comparison of the value of a $10,000
investment in the INVESCO Growth Fund to the value of a $10,000 investment
in the S&P 500 Index, assuming reinvestment of all dividends and capital
gain distributions, for the ten year period ended 08/231/96.
Current holdings represent a balance between two categories of growth
companies. The first group consists of high quality, stable growth firms such as
Coca-Cola Co, Anheuser-Busch Cos, General Electric, and American Home Products.
In a "nervous" market, investors often turn to this group in search of
reasonable valuations and histories of reliable earnings growth.
The second category features companies trading at higher multiples. (The
multiple, or price/earnings ratio, expresses how much an investor is paying for
earnings. The higher the multiple, the more expensive the stock currently is.)
These more rapid-growth names include Oracle Systems, Electronic Arts, Microsoft
Corp, Electronic Data Systems, and Intel Corp. You will notice that even here,
we have avoided certain exceptionally volatile industries, such as nascent
Internet-related companies, in favor of more established companies in areas such
as electronics and computer systems and services.
In recent months, we established or added to existing positions in a
variety of companies, such as Fluor Corp, Warner-Lambert Co., and Schlumberger
<PAGE>
Ltd, a group which exemplifies the fund's sector diversification. Fluor
Corp, for instance, is a construction firm with a massive contract backlog,
which will provide steady growth over the next several years. Warner-Lambert Co
is expected to see earnings accelerate based on two drug introductions. And
Schlumberger Ltd continues to benefit from increasingly sophisticated technology
for the exploration and production of oil and gas.
(1) The S&P 500 is an unmanaged index of common stocks considered
to be representative of the broad U.S. equity market.
(2) Total return assumes reinvestment of dividends and capital gain
distributions for the periods indicated. Past performance is not a
guarantee of future results. Investment return and principal value will
fluctuate so that, when redeemed, an investor's shares may be worth more
or less than when purchased.
(3) Lipper rankings are provided for one-, five-, and 10-year periods, and are
based on total return unadjusted for commissions.
Fund Management
INVESCO Growth Fund is managed by Senior Vice President Timothy J. Miller.
He received his MBA from the University of Missouri, and a BSBA from St. Louis
University. A 16-year veteran of the investment business, he is a Chartered
Financial Analyst. Before joining INVESCO in 1992, Tim was an analyst and
portfolio manager with Mississippi Valley Advisors.
Trent E. May was named co-manager in October. He received a BS from the
Florida Institute of Technology and an MBA from Rollins College. Before joining
INVESCO in 1996, Trent was a senior equity manager/equity analyst with Munder
Capital Management. He is a Chartered Financial Analyst.
<PAGE>
INVESCO Growth Fund, Inc.
Ten Largest Common Stock Holdings
August 31, 1996
Description Value
- ----------------------------------------------------------------------------
Anheuser-Busch Cos $21,967,500
BankAmerica Corp 21,700,000
Service Corp International 20,565,600
American Stores 20,562,500
Intel Corp 19,953,125
Fluor Corp 19,200,000
Lockheed Martin 18,928,125
General Electric 18,703,125
Wells Fargo 18,656,250
Computer Associates International 18,375,000
Composition of holdings is subject to change.
<PAGE>
INVESCO Growth Fund, Inc.
Statement of Investment Securities
August 31, 1996
Shares or
Principal
Description Amount Value
- --------------------------------------------------------------------------------
COMMON STOCKS 89.45%
AEROSPACE & DEFENSE 3.11%
Lockheed Martin 225,000 $18,928,125
-------------
BANKING 6.63%
BankAmerica Corp 280,000 21,700,000
Wells Fargo 75,000 18,656,250
-------------
40,356,250
-------------
BIOTECHNOLOGY 4.54%
Amgen Inc* 300,000 17,475,000
Centocor Inc* 300,000 10,162,500
-------------
27,637,500
-------------
BUILDING & CONSTRUCTION RELATED
3.15% Fluor Corp 300,000 19,200,000
-------------
COMPUTER RELATED 15.89%
Cisco Systems* 200,000 10,550,000
Computer Associates International 350,000 18,375,000
Electronic Arts* 450,000 13,893,750
Electronic Data Systems 200,000 10,900,000
FORE Systems* 250,000 8,875,000
Microsoft Corp* 100,000 12,250,000
Oracle Systems* 330,000 11,632,500
Sterling Software* 100,000 6,787,500
Xilinx Inc* 100,000 3,500,000
-------------
96,763,750
-------------
DIVERSIFIED COMPANIES 3.07%
General Electric 225,000 18,703,125
-------------
ELECTRONICS 3.28%
Intel Corp 250,000 19,953,125
-------------
FINANCE RELATED 1.02%
First Data 80,000 6,240,000
-------------
FOOD PRODUCTS & Beaverages 6.48%
Anheuser-Busch Cos 290,000 21,967,500
Coca-Cola Co 350,000 17,500,000
-------------
39,467,500
-------------
<PAGE>
FUNERAL SERVICES 3.38%
Service Corp International 364,800 20,565,600
-------------
HEALTH CARE RELATED 2.54%
Columbia/HCA Healthcare 275,000 15,503,125
-------------
MEDICAL PRODUCTS 2.93%
Baxter International 400,000 17,850,000
-------------
MEDICAL RELATED - DRUGS 6.39%
American Home Products 250,000 14,812,500
Astra AB Sponsored ADR Representing
Series A Shrs 150,000 6,281,250
Warner-Lambert Co 300,000 17,850,000
-------------
38,943,750
-------------
OFFICE EQUIPMENT 2.70%
Xerox Corp 300,000 16,462,500
-------------
OIL & GAS RELATED 1.55%
Enron Corp 130,000 5,216,250
Schlumberger Ltd 49,900 4,210,313
-------------
9,426,563
-------------
RETAIL 16.13%
American Stores 500,000 20,562,500
Gap Inc 296,500 10,377,500
Kroger Co* 350,000 14,831,250
Price/Costco Inc* 305,000 6,061,875
Rite Aid 500,000 15,937,500
Toys R Us* 450,000 13,275,000
Wal-Mart Stores 650,000 17,225,000
-------------
98,270,625
-------------
TELECOMMUNICATIONS 1.84%
ADC Telecommunications* 100,000 5,675,000
Lucent Technologies 150,000 5,531,250
-------------
11,206,250
-------------
TEXTILES & APPAREL MANUFACTURERS 4.30%
Gucci Group NV New York Registered Shrs 150,000 9,975,000
NIKE Inc Class B 150,000 16,200,000
-------------
26,175,000
-------------
<PAGE>
TOBACCO 0.52%
Consolidated Cigar Holdings* 100,000 3,150,000
TOTAL COMMON STOCKS
(Cost $484,168,299) 544,802,788
-------------
SHORT-TERM INVESTMENTS -
COMMERCIAL PAPER 10.55%
FINANCE RELATED 10.35%
American Express Credit
5.280%, 9/5/1996 10,327,000 10,327,000
Beneficial Corp
5.250%, 9/3/1996 17,014,000 17,014,000
Chevron Oil Finance
5.280%, 9/9/1996 7,563,000 7,563,000
General Electric Capital Services
5.250%, 9/3/1996 11,123,000 11,123,000
Sears Roebuck Acceptance
5.270%, 9/5/1996 17,015,000 17,015,000
-------------
63,042,000
-------------
LEASING COMPANIES 0.20%
Hertz Corp 5.240%, 9/9/1996 1,230,000 1,230,000
-------------
TOTAL SHORT-TERM INVESTMENTS
(Cost $64,272,000) 64,272,000
-------------
TOTAL INVESTMENT
SECURITIES AT VALUE 100.00%
(Cost $548,440,299#) 609,074,788
==============
* Security is non-income producing.
# Also represents cost for income tax purposes.
See Notes to Financial Statements
<PAGE>
INVESCO Growth Fund, Inc.
Statement of Assets and Liabilities
August 31, 1996
ASSETS
Investment Securities at Value
(Cost $548,440,299) $609,074,788
Cash 34,604
Receivables:
Investment Securities Sold 5,712,809
Fund Shares Sold 140,780
Dividends and Interest 769,448
Prepaid Expenses and Other Assets 65,196
---------------
TOTAL ASSETS 615,797,625
---------------
LIABILITIES
Payables:
Distributions to Shareholders 90,046
Investment Securities Purchased 13,774,823
Fund Shares Repurchased 4,194,176
Accrued Distribution Expenses 979,587
Accrued Expenses and Other Payables 32,959
---------------
TOTAL LIABILITIES 19,071,591
---------------
Net Assets at Value 596,726,034
===============
NET ASSETS
Paid-in Capital* 472,050,455
Accumulated Undistributed
Net Investment Income 17,416
Accumulated Undistributed Net Realized
Gain on Investment Securities 64,023,674
Net Appreciation of Investment Securities 60,634,489
---------------
Net Assets at Value 596,726,034
===============
Net Asset Value, Offering and
Redemption Price per Share $5.44
===============
* The Fund has 200 million authorized shares of common stock, par value of $0.01
per share, of which 109,680,469 were outstanding at August 31, 1996.
See Notes to Financial Statements
<PAGE>
INVESCO Growth Fund, Inc.
Statement of Operations
Year Ended August 31, 1996
INVESTMENT INCOME
INCOME
Dividends $7,430,436
Interest 1,852,490
---------------
TOTAL INCOME 9,282,926
---------------
EXPENSES
Investment Advisory Fees 3,196,929
Distribution Expenses 1,371,297
Transfer Agent Fees 751,390
Administrative Fees 92,412
Custodian Fees and Expenses 92,913
Directors' Fees and Expenses 33,716
Professional Fees and Expenses 44,605
Registration Fees and Expenses 64,502
Reports to Shareholders 111,468
Other Expenses 31,188
---------------
TOTAL EXPENSES 5,790,420
Fees and Expenses Paid Indirectly (44,100)
---------------
NET EXPENSES 5,746,320
---------------
NET INVESTMENT INCOME 3,536,606
---------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities 111,005,199
Change in Net Depreciation of Investment
Securities (15,848,975)
---------------
NET GAIN ON INVESTMENT SECURITIES 95,156,224
---------------
Net Increase in Net Assets from Operations 98,692,830
===============
See Notes to Financial Statements
<PAGE>
INVESCO Growth Fund, Inc.
Statement of Changes in Net Assets
Year Ended August 31
------------------------------------
1996 1995
OPERATIONS
Net Investment Income $3,536,606 $5,036,824
Net Realized Gain on Investment
Securities 111,005,199 38,774,461
Change in Net Appreciation
(Depreciation) of Investment
Securities (15,848,975) 10,770,469
-------------------------------------
NET INCREASE IN NET
ASSETS FROM OPERATIONS 98,692,830 54,581,754
-------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income (3,514,988) (5,058,251)
In Excess of Net Investment Income 0 (27,877)
Net Realized Gain on Investment
Securities (79,381,324) (44,862,069)
-------------------------------------
TOTAL DISTRIBUTIONS (82,896,312) (49,948,197)
-------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares 295,345,551 116,103,132
Reinvestment of Distributions 73,787,554 44,471,512
-------------------------------------
369,133,105 160,574,644
Amounts Paid for Repurchases
of Shares (289,488,892) (152,333,754)
-------------------------------------
NET INCREASE IN NET ASSETS
FROM FUND SHARE TRANSACTIONS 79,644,213 8,240,890
-------------------------------------
Total Increase in Net Assets 95,440,731 12,874,447
NET ASSETS
Beginning of Period 501,285,303 488,410,856
End of Period (Including Accumulated
Undistributed (Distributions In
Excess of) Net Investment Income
of $17,416 and ($27,877),
respectively) 596,726,034 501,285,303
=====================================
<PAGE>
FUND SHARE TRANSACTIONS
Shares Sold 55,102,359 23,465,171
Shares Issued from Reinvestment
of Distributions 14,849,577 9,743,145
-------------------------------------
69,951,936 33,208,316
Shares Repurchased (54,263,125) (30,729,512)
-------------------------------------
Net Increase in Fund Shares 15,688,811 2,478,804
=====================================
See Notes to Financial Statements
<PAGE>
INVESCO Growth Fund, Inc.
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. INVESCO Growth
Fund, Inc. (the "Fund"), was incorporated in Maryland. The investment objective
of the Fund is to seek long-term capital growth. The Fund is registered under
the Investment Company Act of 1940 (the "Act") as a diversified, open-end
management investment company.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.
A. SECURITY VALUATION - Equity securities traded on national securities
exchanges or in the over-the-counter market are valued at the last sales
price in the market where such securities are primarily traded. If last sales
prices are not available, securities are valued at the highest closing bid
price obtained from one or more dealers making a market for such securities
or by a pricing service approved by the Fund's board of directors.
If market quotations or pricing service valuations are not readily
available, securities are valued at fair value as determined in good faith
by the Fund's board of directors.
Short-term securities are stated at amortized cost (which approximates
market value) if maturity is 60 days or less at the time of purchase, or
market value if maturity is greater than 60 days.
B. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions
are accounted for on the trade date and dividend income is recorded on the ex
dividend date. Interest income, which may be comprised of stated coupon rate,
market discount and original issue discount, is recorded on the accrual
basis. Cost is determined on the specific identification basis.
C. FEDERAL AND STATE TAXES - The Fund has complied and continues to comply with
the provisions of the Internal Revenue Code applicable to regulated
investment companies and, accordingly, has made or intends to make sufficient
distributions of net investment income and net realized capital gains, if
any, to relieve it from all federal and state income taxes and federal excise
taxes.
Dividends paid by the Fund from net investment income and distributions
of net realized short-term capital gains are, for federal income tax
purposes, taxable as ordinary income to shareholders. Of the ordinary
income distributions declared for the year ended August 31, 1996, 11.26%
qualified for the dividends received deduction available to the Fund's
corporate shareholders.
D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to
shareholders are recorded by the Fund on the ex dividend/distribution date.
The Fund distributes net realized capital gains, if any, to its shareholders
at least annually, if not offset by capital loss carryovers. Income
distributions and capital gain distributions are determined in accordance
<PAGE>
with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to differing
treatments for foreign currency transactions, nontaxable dividends, net
operating losses and expired capital loss carryforwards.
For the year ended August 31, 1996, the Fund reclassified $23,675 from
paid-in capital to accumulated undistributed net investment income and
reclassified $241,975 from accumulated undistributed net realized gain on
investment securities to paid-in capital. Net investment income, net realized
gains and net assets were not affected.
E. EXPENSES - Under an agreement between the Fund and the Fund's Custodian,
agreed upon Custodian Fees and Expenses are reduced by credits granted by
the Custodian from any temporarily uninvested cash. Similarly, Other
Expenses, which include Pricing Expenses, are reduced by credits earned by
the Fund from security brokerage transactions under certain broker/service
arrangements with third parties. Such credits are included in Fees and
Expenses Paid Indirectly in the Statement of Operations.
For the year ended August 31, 1996, Fees and Expenses Paid Indirectly
consisted of $42,729 included in Custodian Fees and Expenses and $1,371
included in Other Expenses.
NOTE 2 - INVESTMENT ADVISORY AND OTHER AGREEMENTS. INVESCO Funds Group, Inc.
("IFG") serves as the Fund's investment adviser. As compensation for its
services to the Fund, IFG receives an investment advisory fee which is accrued
daily at the applicable rate and paid monthly. The fee is based on the annual
rate of 0.60% on the first $350 million of average net assets; reduced to 0.55%
on the next $350 million of average net assets; and 0.50% on average net assets
in excess of $700 million.
In accordance with a Sub-Advisory Agreement between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG, investment decisions of the
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG. In
accordance with an Administrative Agreement, the Fund pays IFG an annual fee of
$10,000, plus an additional amount computed at an annual rate of 0.015% of
average net assets to provide administrative, accounting and clerical services.
The fee is accrued daily and paid monthly.
IFG received a transfer agent fee at an annual rate of $14.00 per shareholder
account, or per participant in an omnibus account through April 30, 1996. IFG
may pay such fee for participants in omnibus accounts to affiliates or third
parties. The fee is paid monthly at one-twelfth of the annual fee and is based
upon the actual number of accounts in existence during each month. As of May 1,
1996, the transfer agent fee became $20.00 per shareholder account or, where
applicable, per participant in an omnibus account, per year, computed in a
manner similar to the previous fee.
A plan of distribution pursuant to Rule 12b-1 of the Act provides for
reimbursement of marketing and advertising expenditures to IFG (the
"Distributor") to a maximum of 0.25% of average annual net assets. Amounts
accrued by the Fund are available to reimburse the Distributor for actual
expenditures incurred within a rolling twelve-month period. For the year ended
August 31, 1996, the Fund paid the Distributor $1,539,067 for reimbursement of
expenses incurred.
<PAGE>
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES. For the year ended
August 31, 1996, the aggregate cost of purchases and proceeds from sales of
investment securities (excluding all U.S. Government securities and short-term
securities) were $1,071,259,642 and $1,102,234,673, respectively. There were no
purchases or sales of U.S. Government securities.
NOTE 4 - APPRECIATION AND DEPRECIATION. At August 31, 1996, the gross
appreciation of securities in which there was an excess of value over tax cost
amounted to $63,456,703 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to $2,822,214, resulting in net
appreciation of $60,634,489.
NOTE 5 - TRANSACTIONS WITH AFFILIATES. Certain of the Fund's officers and
directors are also officers and directors of IFG or ITC.
The Fund has adopted an unfunded deferred compensation plan covering all
independent directors of the Fund who will have served as an independent
director for at least five years at the time of retirement. Benefits under this
plan were based on an annual rate equal to 25% of the retainer fee at the time
of retirement. As of July 1, 1996, benefits are based on an annual rate of 40%
of the retainer fee at the time of retirement.
Pension expenses for the year ended August 31, 1996, included in Directors'
Fees and Expenses in the Statement of Operations were $5,595. Unfunded accrued
pension costs of $12,721 and pension liability of $28,745 are included in
Prepaid Expenses and Accrued Expenses, respectively, in the Statement of Assets
and Liabilities.
NOTE 6 - LINE OF CREDIT. The Fund has available a Redemption Line of Credit
Facility ("LOC"), from a consortium of national banks, to be used for temporary
or emergency purposes to fund redemptions of investor shares. The LOC permits
borrowings to a maximum of 5% of the Net Assets at Value of the Fund. The Fund
agrees to pay annual fees and interest on the unpaid principal balance based
on prevailing market rates as defined in the agreement. For the year ended
August 31, 1996, there were no such borrowings.
<PAGE>
INVESCO Growth Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Year Ended August 31
----------------------------------------------------------------------------------
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -
Beginning of Period $5.33 $5.34 $5.28 $4.72 $5.26
----------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.03 0.05 0.03 0.04 0.05
Net Gains on Securities
(Both Realized and Unrealized) 0.95 0.49 0.11 1.00 0.05
----------------------------------------------------------------------------------
Total from Investment Operations 0.98 0.54 0.14 1.04 0.10
----------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+ 0.03 0.05 0.03 0.04 0.05
Distributions from Capital Gains 0.84 0.50 0.05 0.44 0.59
----------------------------------------------------------------------------------
Total Distributions 0.87 0.55 0.08 0.48 0.64
----------------------------------------------------------------------------------
Net Asset Value - End of Period 5.44 5.33 5.34 5.28 4.72
==================================================================================
TOTAL RETURN 20.23% 12.05% 2.52% 22.17% 2.04%
RATIOS
Net Assets - End of Period
($000 Omitted) 596,726 501,285 488,411 483,957 408,218
Ratio of Expenses to Average
Net Assets 1.05%@ 1.06% 1.03% 1.04% 1.04%
Ratio of Net Investment Income to
Average Net Assets 0.64% 1.07% 0.47% 0.72% 0.93%
Portfolio Turnover Rate 207% 111% 63% 77% 77%
Average Commission Rate Paid^^ 0.0286 - - - -
</TABLE>
+ Distributions in excess of net investment income for the year ended August 31,
1995 aggregated less than $0.01 on a per share basis.
@ Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is which is required to be
disclosed effective September 1, 1995.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
INVESCO Growth Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the statements of investment securities, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of INVESCO Growth Fund,
Inc. (the "Fund") at August 31,1 996, the results of its operations for the year
then ended, the changes in net assets for each of the two years in the period
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
these financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at August
31, 1996 by correspondence with the custodian and the application of alternative
auditing procedures for unsettled security transactions, provide a reasonable
basis for the opinion expressed above.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Denver, Colorado
September 30, 1996
<PAGE>
INVESCO FUNDS
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 (R), your 24-hour Personal
Account Line, Call: 1-800-424-8085
You can find us on the World Wide Web:
http://www.invesco.com
Or write to:
INVESCO Funds Group, Inc., (SM) Distributor
Post Office Box 173706
Denver, Colorado 80217-3706
If you're in Denver, please visit one of our
convenient Investors Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue, Lobby Level
This information must be preceded or accompanied by an effective prospectus.
