INVESCO GROWTH FUND, INC.
Supplement to Prospectus
dated December 29, 1995
The third paragraph in the section of the Fund's Prospectus entitled "Additional
Information" is hereby amended to read as follows:
Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 E.
Union Ave., 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 will pay an annual fee of $20.00 per sha reholder
account or omnibus account participant. The transfer agency 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. Registered broker-dealers, third party
administrators of tax-qualified retirement plans and other entities, including
affiliates of INVESCO, may provide sub-transfer agency or record-keeping
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 may pay
the third party an annual sub-transfer agency o r record-keeping fee out of the
transfer agency fee which is paid to INVESCO by the Fund.
The date of this Supplement is May 1, 1996.
<PAGE>
INVESCO GROWTH FUND, INC.
Supplement to Statement of Additional Information
Dated December 29, 1995
The second paragraph in the section of the Fund's Statement of Additional
Information entitled "The Fund and Its Management -- Transfer Agency Agreement"
is hereby amended to read as follows:
The Transfer Agency Agreement provides that the Fund shall pay to
INVESCO an annual fee of $20.00 per shareholder account or omnibus account
participant. This fee is paid monthly at 1/12 of the annual fee and is
based upon the actual number of shareholder accounts and omnibus account
participants in existence during each month. For the fiscal years ended
August 31, 1995, 1994 and 1993, the Fund paid INVESCO transfer agency fees
of $681,911, $556,206 and $505,634, respectively.
The section of the Fund's Statement of Additional Information entitled "The Fund
and Its Management -- Officers and Directors of the Fund" is hereby amended to
(1) delete the second through the nineteenth paragraphs and (2) substitute the
following new paragraphs in their place:
All of the officers and directors of the Fund hold comparable
positions with 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 Variable Investment
Funds, Inc. All of the directors of the Fund also serve as trustees of
INVESCO Value Trust. In addition, all of the directors of the Fund also
are directors of INVESCO Advisor Funds, Inc. (formerly known as The EBI
Funds, Inc.); and, with the exception of Mr. Hesser, trustees of INVESCO
Treasurer's Series Trust. All of the officers of the Fund also hold
comparable positions with INVESCO Value Trust. Set forth below is
information with respect to each of the Fund's officers and directors.
Unless otherwise indicated, the address of the directors and officers is
Post Office Box 173706, Denver, Colorado 80217-3706. Their affiliations
represent their principal occupations during the past five years.
CHARLES W. BRADY,*+ Chairman of the Board. Chief Executive Officer
and Director of INVESCO PLC, London, England, and of various subsidiaries
thereof. Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO
<PAGE>
Treasurer's Series Trust and The Global Health Sciences Fund. Address:
1315 Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935.
FRED A. DEERING,+# Vice Chairman of the Board. Vice Chairman of
INVESCO Advisor Funds, Inc., and INVESCO Treasurer's Series Trust. Trustee
of The Global Health Sciences Fund. Formerly, Chairman of the Executive
Committee and Chairman of the Board of Security Life of Denver Insurance
Company, Denver, Colorado; Director of ING America Life Insurance Company,
Urbaine Life Insurance Company and Midwestern United Life Insurance
Company. Address: Security Life Center, 1290 Broadway, Denver, Colorado.
Born: January 12, 1928.
DAN J. HESSER,+* President and Director. Chairman of the Board,
President, and Chief Executive Officer of INVESCO Funds Group, Inc.;
Director of INVESCO Trust Company. Trustee of The Global Health Sciences
Fund. Born: December 27, 1939.
VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus
and Chairman of the CFO Roundtable of the Department of Finance of Georgia
State University, Atlanta, Georgia; President, Andrews Financial
Associates, Inc. (consulting firm); formerly, member of the faculties of
the Harvard Business School and the Sloan School of Management of MIT.
Dr. Andrews is also a Director of The Southeastern Thrift and Bank Fund,
Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta,
Georgia. Born: June 23, 1930.
BOB R. BAKER,+** Director. President and Chief Executive Officer of
AMC Cancer Research Center, Denver, Colorado, since January 1989; until
mid-December 1988, Vice Chairman of the Board of First Columbia Financial
Corporation (a financial institution), Englewood, Colorado. Formerly,
Chairman of the Board and Chief Executive Officer of First Columbia
Financial Corporation. Address: 1775 Sherman Street, #1000, Denver,
Colorado. Born: August 7, 1936.
LAWRENCE H. BUDNER,# Director. Trust Consultant; prior to June 30,
1987, Senior Vice President and Senior Trust Officer of InterFirst Bank,
Dallas, Texas. Address: 7608 Glen Albens Circle, Dallas, Texas. Born:
July 25, 1930.
DANIEL D. CHABRIS,+# Director. Financial Consultant; Assistant
Treasurer of Colt Industries Inc., New York, New York, from 1966 to 1988.
Address: 15 Sterling Road, Armonk, New York. Born: August 1, 1923.
<PAGE>
A.D. FRAZIER, JR.*,** Director. Chief Operating Officer of the
Atlanta Committee for the Olympic Games. From 1982 to 1991, Mr. Frazier
was employed in various capacities by First Chicago Bank, most recently as
Executive Vice President of the North American Banking Group. Trustee of
The Global Health Sciences Fund. Director of Magellan Health Services,
Inc. and of Charter Medical Corp. Address: 250 Williams Street, Suite
6000, Atlanta, Georgia. Born: June 23, 1944.
HUBERT L. HARRIS, JR.*, Director. President of INVESCO Services,
Inc. (since January 1990). Director of INVESCO PLC and Chief Financial
Officer of INVESCO Individual Services Group. Member of the Executive
Committee of the Alumni Board of Trustees of Georgia Institute of
Technology. Address: 1315 Peachtree Street, N.E., Atlanta, Georgia.
Born: July 15, 1943.
KENNETH T. KING,** Director. Formerly, Chairman of the Board of The
Capitol Life Insurance Company, Providence Washington Insurance Company,
and Director of numerous subsidiaries thereof in the U.S. Formerly,
Chairman of the Board of The Providence Capitol Companies in the United
Kingdom and Guernsey. Chairman of the Board of the Symbion Corporation
(a high technology company) until 1987. Address: 4080 North Circulo
Manzanillo, Tucson, Arizona. Born: November 16, 1925.
JOHN W. McINTYRE,# Director. Retired. Formerly, Vice Chairman of
the Board of Directors of The Citizens and Southern Corporation and
Chairman of the Board and Chief Executive Officer of The Citizens and
Southern Georgia Corp. and Citizens and Southern National Bank. Director
of Golden Poultry Co., Inc. Trustee of The Global Health Sciences Fund
and Gables Residential Trust. Address: 7 Piedmont Center, Suite 100,
Atlanta, Georgia. Born: September 14, 1930.
GLEN A. PAYNE, Secretary. Senior Vice President, General Counsel
and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company.
Formerly, employee of a U.S. regulatory agency, Washington, D.C., (June
1973 through May 1989.) Born: September 25, 1947.
RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer
of INVESCO Funds Group, Inc. and INVESCO Trust Company since January 1988.
Born: October 1, 1946.
<PAGE>
WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President
of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company.
Formerly, Vice President of 440 Financial Group from June 1990 to August
1992; Assistant Vice President of Putnam Companies from November 1986 to
June 1990. Born: August 21, 1956.
ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds
Group, Inc. and Trust Officer of INVESCO Trust Company. Born: September
14, 1941.
JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO Funds
Group, Inc. and Trust Officer of INVESCO Trust Company. Born: February 3,
1948.
The ninth paragraph of the section of the Fund's Statement of Additional
Information entitled "The Fund and Its Management - Director Compensation" (the
paragraph immediately following footnote 6) is hereby amended to read as
follows:
Messrs. Brady, Harris and Hesser , as "interested persons" of the
Fund and other funds in the INVESCO Complex, receive compensation as
officers or employees of INVESCO or its affiliated companies, and do not
receive any director's fees or other compensation from the Fund or other
funds in the INVESCO Complex for their services as directors. Because of
the possibility that A.D. Frazier, Jr. may become employed by a company
affiliated with INVESCO at some point in the future, he was deemed to be
an "interested person" of the Fund and of the other funds in the INVESCO
Complex effective May 1, 1996. Until such time as Mr. Frazier actually
becomes employed by an INVESCO-affiliated company, however, he will
continue to receive the same director's fees and other compensation as the
Fund's independent directors.
The date of this Supplement is May 1, 1996.
