INVESCO ADVANTAGE SERIES FUNDS INC
N-30D, 2000-10-25
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August 31, 2000

ANNUAL REPORT

INVESCO Advantage Series Funds, Inc.
ADVANTAGE FUND


"IN MANAGING THE FUND, WE CAN CALL ON ADVANCED MANAGEMENT TECHNIQUES...THAT
CAN  POTENTIALLY  HELP THE FUND PROFIT  FROM MARKET  CHANGES-- BOTH POSITIVE AND
NEGATIVE." SEE PAGE 3

[INVESCO ICON]  INVESCO FUNDS (R)

A Member of the AMVESCAP Group
<PAGE>

WELCOME TO INVESCO ADVANTAGE FUND

FELLOW SHAREHOLDER:

Long-term  investors know that the investment road has both smooth stretches and
rough patches. Recent market volatility, following a sustained period of stellar
returns, brought this point swiftly home once again.

How can you best invest for long-term  growth in these  changing  times?  You've
taken one  important  step by investing in INVESCO's  newest  aggressive  growth
fund: Advantage Fund. What's special about this fund is that the manager may use
leverage  as well as  alternative  investments  to  maximize  the  potential  to
participate in up markets while limiting downside risk.

When the market is charging  forward,  Advantage  Fund is able to concentrate on
what we believe are rapidly growing companies with the most potential.  And when
the market  retreats,  the fund may minimize the bumps in the road through short
selling and other investment  techniques  intended to buffer against down market
trends. Of course, there is no guarantee the fund will meet its objectives.

o  FOCUS ON GROWTH.  Advantage  Fund is an  aggressive  growth fund  designed to
   invest in rapidly growing companies that perform well in rising markets.
   Through the use of leverage  strategies,  the fund can further  enhance the
   potential of these  investments.  The fund also  participates in initial
   public offerings and private  placements  to get in on the ground  floor of
   exciting  new  investment opportunities.

o  DOWNSIDE PROTECTION. Equally important, Advantage Fund has the flexibility to
   limit downside risk in falling markets through  sophisticated  short-selling
   and hedging strategies.

o  BEST IDEAS.  As an all-cap fund,  Advantage Fund invests in the best ideas of
   INVESCO's  Growth and Sector  investment  teams,  from  aggressive start-ups
   to established  market  leaders.  The fund  focuses on companies  with
   competitive advantages  that may lead to  above-average  sales  and earnings
   growth.  This advantage  might  be  innovative  technology,  promising
   distribution  methods, talented and  insightful  management  teams,  and/or
   an ability to capitalize on powerful market or demographic trends.

I welcome  you to  Advantage  Fund and  invite  you to review  our first  annual
report.  This debut  report is  somewhat  special:  Since the fund is so new, we
focus more on discussing  Fund Manager Tom Samuelson's  investment  strategy and
approach, rather than reporting on past performance. I hope you find this report
useful and informative.

Sincerely,


/s/ Mark H. Williamson
----------------------
Mark H. Williamson
Chairman and CEO, INVESCO Funds
<PAGE>
"WHILE WE ATTEMPT TO PROFIT IN ABSOLUTE TERMS FROM OUR SHORT POSITIONS BY BUYING
THEM BACK AT LOWER PRICES,  THESE SHORT  POSITIONS CAN ALSO  POTENTIALLY  OFFSET
DECLINES IN OUR LONG POSITIONS THAT MAY OCCUR DURING MARKET DOWNTURNS." - PAGE 3

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN.........................................1
A CONVERSATION WITH PORTFOLIO MANAGER TOM SAMULESON..............3
10 LARGEST COMMON STOCK HOLDINGS.................................3
INVESTMENT HOLDINGS..............................................9
FINANCIAL STATEMENTS............................................14
NOTES TO FINANCIAL STATEMENTS...................................17
FINANCIAL HIGHLIGHTS............................................23


                      INVESCO ADVANTAGE SERIES FUNDS, INC.
                                  TOTAL RETURN
                            PERIOD ENDED 8/31/00(1)

                                                        Cumulative Return
Fund (Inception)                                         Since Inception*

ADVANTAGE FUND - CLASS A (8/00)                                 2.40%
ADVANTAGE FUND - CLASS A OFFER PRICE (8/00)                     2.46%
ADVANTAGE FUND - CLASS B (8/00)                                 2.40%
ADVANTAGE FUND - CLASS C (8/00)                                 2.40%

(1) PAST  PERFORMANCE  IS NOT A GUARANTEE OF FUTURE  RESULTS.  TOTAL RETURN
ASSUMES  REINVESTMENT  OF DIVIDENDS AND CAPITAL GAIN  DISTRIBUTIONS.  INVESTMENT
RETURN AND  PRINCIPAL  VALUE WILL VARY SO THAT,  WHEN  REDEEMED,  AN  INVESTOR'S
SHARES MAY BE WORTH MORE OR LESS THAN WHEN PURCHASED.
<PAGE>
QUESTIONS & ANSWERS

AN INTERVIEW WITH ADVANTAGE FUND MANAGER TOM SAMUELSON

TOM, WHAT MAKES ADVANTAGE FUND UNIQUE?

TOM SAMUELSON: Advantage Fund is a non-diversified,  aggressive growth fund that
primarily invests in equities and alternative  investment  vehicles.  What makes
Advantage  Fund unique is the toolbox of  investment  strategies  we have at our
disposal.  Most mutual funds, because of the way they are structured,  limit the
strategies  their managers can employ.  Not so with Advantage  Fund. In managing
the fund, we can call on advanced asset management  techniques that historically
were only  available  to hedge  funds and  institutions.  These  techniques  can
potentially  help the fund  profit  from  market  changes -- both  positive  and
negative.

CAN YOU DESCRIBE THESE ALTERNATIVE INVESTMENT STRATEGIES IN MORE DETAIL?

TOM SAMUELSON:  These strategies may include  borrowing money -- that is the use
of leverage  -- as well as short  selling and using  derivatives.  In  addition,
Advantage Fund is an all-cap fund, which means we are free to invest in the best
growth  companies we can find, from aggressive  start-ups to established  market
leaders,  regardless of size. We can also take part in initial public  offerings
(IPOs) and  private  placements,  which  will  enable us to get in on the ground
floor with exciting, new growth companies early in their life cycles.

Our  mandate  also allows us to take  concentrated  positions,  investing  up to
one-fourth  of  fund  assets  in a  single  holding.  And  because  the  fund is
non-diversified,   we  may  invest  a   significant   portion  of  assets  in  a
comparatively  small number of economic sectors.  This flexibility  allows us to
act  decisively  when we find an  opportunity  that we believe  offers  superior
growth potential.

HOW MUCH LEVERAGE CAN THE FUND USE?

TOM SAMUELSON:  The fund can borrow up to a third of its net assets.  So, if the
fund had $100 million  dollars to invest,  we could  conceivably  purchase  $133
million worth of securities through the use of leverage.

HOW WOULD YOU DESCRIBE YOUR OVERALL INVESTMENT STRATEGY?

TOM  SAMUELSON:  Like all INVESCO  growth funds,  Advantage  Fund adheres to our
classic growth philosophy. This disciplined strategy uses bottom-up research and
fundamental  analysis  to  identify  growth  companies  with  accelerating  and
sustainable revenues, earnings, and cash flow.

WHAT PERCENTAGE OF THE PORTFOLIO WILL TYPICALLY BE IN SHORT POSITIONS?

TOM SAMUELSON:  When the fund sells a stock  "short," it sells  borrowed  shares
with  the  expectation  of  buying  them  back at a lower  future  price.  Short
positions may account for up to 50% of the Advantage Fund portfolio,  but, under
normal  circumstances, will  average  around 20% of net assets,  accounting  for
approximately  20  to  30  stocks.  Good  short-selling   opportunities  include
companies that we believe are overvalued or exhibit deteriorating  fundamentals.
While we attempt to profit in absolute terms from our short  positions by buying
them back at lower prices,  these short  positions can also  potentially  offset
declines in our long positions that may occur during market downturns.
<PAGE>
WILL YOUR EXPERIENCE RUNNING HEDGE FUNDS HELP ADVANTAGE FUND?

TOM  SAMUELSON:  My hedge fund  experience  should give me an advantage  when it
comes to capitalizing on the alternative  investment strategies at our disposal.
I have also completed the extensive  derivatives training program at Swiss Bank,
which should help in the risk management of the fund.

WHAT OTHER INVESCO RESOURCES WILL YOU CALL ON IN MANAGING ADVANTAGE FUND?

TOM SAMUELSON:  A major competitive  strength I have as manager of the Advantage
Fund is access to INVESCO's growth and sector fund expertise. I am backed by the
experience  and  capabilities  of the entire  INVESCO  Growth  Team.  I can also
capitalize on the insight of INVESCO's Sector Team. Our sector fund managers are
industry  veterans,  and in many cases have more than 20 years of  experience in
their given sector.  These  managers will provide  sector-specific  research and
analysis,  and will be an invaluable  resource as we make decisions about taking
concentrated holdings in potentially high-performing economic sectors.

WHAT TYPE OF INVESTOR SHOULD CONSIDER THIS FUND?

TOM SAMUELSON:  Advantage Fund is designed for aggressive  growth  investors who
want the  potential  for  strong  returns  in all  market  environments  and are
comfortable  with the use of  leverage,  selective  short  positions,  and other
alternative investment strategies.

THERE IS NO GUARANTEE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVES.

FUND MANAGEMENT

TOM SAMUELSON, CFA
VICE PRESIDENT
INVESCO FUNDS GROUP

Tom Samuelson has 15 years of investment experience serving as portfolio manager
for both mutual funds and hedge  portfolios.  Previously,  Tom was  President of
Denver Energy Advisors and Managing Director of Eastgate Management, both energy
hedge funds. He also completed the prestigious  Swiss Bank Derivatives  Program.
Tom managed INVESCO's Energy Fund from 1995 to 1996. He is a Chartered Financial
Analyst and received his MBA and bachelor's degree from the University of Tulsa.

"ADVANTAGE  FUND IS AN ALL-CAP  FUND,  WHICH MEANS WE ARE FREE TO INVEST IN
THE BEST GROWTH COMPANIES WE CAN FIND, FROM AGGRESSIVE  START-UPS TO ESTABLISHED
MARKET LEADERS, REGARDLESS OF SIZE." -- TOM SAMUELSON
<PAGE>
INVESTMENT TOOLS TO SEEK PERFORMANCE IN ANY MARKET ENVIRONMENT

Here are the primary  investment  tools the fund  manager can employ in managing
Advantage Fund to enhance return.

o  ALL-CAP  FLEXIBILITY:  As an  all-cap  fund,  Advantage  Fund can  invest  in
   companies of any size, from aggressive  start-ups to established market
   leaders.  This  flexibility  enables the manager to pursue  rapidly  growing
   companies -- whether small, mid-size or large. As an investor, you should
   know that investing in smaller companies may entail greater risks because
   their security prices tend to fluctuate more rapidly than large, well-
   established companies.

o  CONCENTRATION  OF  ASSETS:  Occasionally,  opportunities  come along that are
   especially  compelling.  Advantage Fund  management can act decisively when
   they see such an  opportunity,  placing up to one-fourth of the portfolio in
   a single issue. Because the fund is non-diversified,  it may invest a
   significant portion of its assets in the securities of companies  doing
   business in a  comparatively small  number  of  economic  sectors  that  the
   manager  believes  are the most attractive. Of course, the value of the
   fund's shares may vary, and the fund may be subject to greater market and
   credit risk than a more diversified fund.

--------------------------------------------------------------------------------
                             TOP 10 LONG POSITIONS
                      % of Total Net Assets as of 8/31/00
--------------------------------------------------------------------------------
CIENA Corp...............................................................3.65%
Juniper Networks.........................................................3.52%
Applied Micro Circuits...................................................3.34%
SDL Inc..................................................................3.27%
Corning Inc..............................................................2.70%
VeriSign Inc.............................................................2.45%
Sycamore Networks........................................................2.26%
Cisco Systems............................................................2.26%
i2 Technologies..........................................................2.09%
TranSwitch Corp..........................................................1.98%
--------------------------------------------------------------------------------

o  LEVERAGE: Advantage Fund can borrow money to buy securities, a practice known
   as  "leveraging."  We believe that the judicious use of leverage will enable
   the fund to  deliver  full  up-market  participation  with  limited downside
   risk. Investors should realize,  however, that the use of leverage could
   cause the net asset  value of the fund's  shares to  decrease faster than if
   the fund had not used leverage.

o  SHORT  SALES:  Advantage Fund  management can borrow and sell stocks with the
   promise to make delivery of the shares at some later time. Short selling is
   also a form of leverage,  which may allow  Advantage  Fund to gain if a given
   stock's price falls;  in other words,  the fund can profit from investing in
   shares that are overvalued -- a particular  advantage in retreating  markets.
   However,  the fund may also be required to pay a premium to borrow the
   security,  and just as there is no guarantee a stock purchased will rise,
   there is no guarantee a stock "shorted" will fall.

o  INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS: Advantage Fund can get in on
   the ground floor with exciting,  new companies.  IPOs are registered
   companies, typically  trading  on a public  exchange,  while  companies
   purchased  through private  placements  are not yet  registered  to  offer
   shares  of stock to the public.  While there is no  guarantee  that the IPO
   market  will  continue to be robust,  or that such securities will always
   produce positive  performance,  IPO investments may significantly enhance the
   fund's returns.
<PAGE>
o  OPTIONS:  Through use of options, such as puts and calls, Advantage Fund will
   own the right to sell or buy (puts and calls)  stocks at a  particular  time
   and price,  a valuable risk  management  tool.  The  principal  risk of
   investing in derivatives,  such as options, is that the fluctuations in their
   values may not correlate  perfectly  with  the  overall  securities  markets
   and  may be  more sensitive to interest  rate changes and market price
   fluctuations  than others. Further, the use of options may increase market
   risk for the fund.

--------------------------------------------------------------------------------
                             TOP 5 SHORT POSITIONS
                       % OF TOTAL NET ASSETS AS OF 8/31/00
--------------------------------------------------------------------------------
Emmis Communications Class A Shrs........................................(1.08%)
Home Depot...............................................................(0.79%)
United Therapeutics......................................................(0.72%)
Comcast Corp Special Class A Shrs........................................(0.61%)
Cox Communications Class A Shrs..........................................(0.06%)
--------------------------------------------------------------------------------

                   ADVANTAGE FUND
              SECTOR DIVERSIFICATION
                   AS OF 8/31/00
                    [PIE CHART]

                % OF TOTAL ASSETS

o  Technology.............................47.18%
o  Energy.................................11.70%
o  Finance.................................6.86%
o  Capital Goods...........................4.69%
o  Utilities...............................3.05%
o  Communication Services..................2.98%
o  Consumer Staples........................2.76%
o  Health Care.............................1.68%
o  Consumer Cyclicals......................0.42%
o  Cash & Cash Equivalents................18.68%

Line Graph:  INVESCO ADVANTAGE FUND
             GROWTH OF $10,000(2)

This line  graph  compares  the value of a $10,000  investment  in  INVESCO
Advantage  Fund -  Class  A at the  offer  price  and  the  value  of a  $10,000
investment  in  INVESCO  Advantage  Fund - Class  A, B and C to the  value  of a
$10,000 investment in the Russell 3000 Index, assuming in each case reinvestment
of all dividends and capital gain  distributions,  for the period from inception
(8/25/00) through 8/31/00.

                Advantage Fund          Advantage Fund
                Class A Offer Price     Class A, B and C        Russell 3000

8/25/00         $10,000                 $10,000                 $10,000
8/31/00          10,246                  10,240                  10,129

(2) PAST  PERFORMANCE  IS NOT A GUARANTEE OF FUTURE  RESULTS.  TOTAL RETURN
ASSUMES  REINVESTMENT  OF DIVIDENDS AND CAPITAL GAIN  DISTRIBUTIONS.  INVESTMENT
RETURN AND  PRINCIPAL  VALUE WILL VARY SO THAT,  WHEN  REDEEMED,  AN  INVESTOR'S
SHARES MAY BE WORTH MORE OR LESS THAN WHEN PURCHASED. THE LINE GRAPH ILLUSTRATES
THE VALUE OF A $10,000  INVESTMENT,  PLUS REINVESTED  DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS. THE CHART AND OTHER TOTAL RETURN FIGURES CITED REFLECT THE FUND'S
OPERATING  EXPENSES,  BUT THE INDEX  DOES NOT HAVE  EXPENSES  WHICH,  WOULD HAVE
LOWERED ITS PERFORMANCE.

THE  RUSSELL  3000 INDEX  CONSISTS  OF 3,000  STOCKS,  PRIMARILY  ISSUED BY U.S.
COMPANIES, THAT INCLUDES ISSUES OF ALL SIZES, FROM LARGE TO SMALL CAPITALIZATION
COMPANIES. THE INDEX IS NOT MANAGED; THEREFORE, ITS PERFORMANCE DOES NOT REFLECT
MANAGEMENT FEES AND OTHER EXPENSES ASSOCIATED WITH THE FUND.

AN IMPORTANT WORD ABOUT MARKET RISK

Although  the  fund is  subject  to a number  of risks  that  could  affect  its
performance, its primary risk, like all stock funds, is market risk. This is the
risk that the price of securities in the fund's portfolio will rise and fall due
to price movements in the securities  markets.  Moreover,  the securities in the
fund's  portfolio  may  increase  or  decrease  in value  more than the  overall
securities markets.
<PAGE>
YOUR FUND'S REPORT

THE FED KEPT INTEREST RATES STEADY IN AUGUST, ELICITING FAVORABLE REACTIONS FROM
THE EQUITY AND BOND MARKETS.

MARKET HEADLINES
SEPTEMBER 1999 TO AUGUST 2000

The fiscal year ended August 31, 2000, saw both the economy and business profits
continue to steam ahead,  although the equity markets finally began to slow from
the torrid pace they had maintained for the previous  several years. The largest
story on the major stock exchanges was  undoubtedly  the  spectacular  run-up of
technology stocks in the fall of 1999 and winter of 2000, followed by an equally
dramatic  correction in the spring. But the major story for the bond markets was
the tightening  cycle engineered by the Federal Reserve which began back in June
1999 -- and may have wound down as the period came to a close.

With the world economic recovery demonstrably on solid footing, the U.S. economy
expanding at a rapid pace, and consumers spending freely, the Fed began to worry
that the "Goldilocks economy" (not too hot, and not too cold) had finally become
too  warm.  Rising  oil and gas  prices  brought  about by steep  demand,  tight
inventories,  and new-found  OPEC resolve,  meant that  consumers and businesses
were paying more for heat, electricity, and gasoline. While the emerging markets
crisis of  1997-1998  had helped  keep  commodity  and import  prices low in the
United States,  the exact opposite was occurring now that global growth had come
back strongly.  As  unemployment  reached  30-year lows,  wage gains became more
generous, implying that costs may have to be passed on to consumers.

All these signs  pointed to a  substantial  pickup in  inflation on the consumer
level,  but  actual  evidence  of prices  spiraling  upward  was  scanty.  While
inflation steadied after declining for several quarters, it remained comfortably
between 2% and 3% -- hardly  levels that should keep  central  bankers  awake at
night.  Most analysts  credited the remarkably  strong increases in productivity
with keeping inflation at bay.

Still,  the Fed gave clear notice that it would act  preemptively  to stave
off inflation,  raising rates before price increases showed up in most goods and
services.  Having  begun with a  quarter-point  nudge  upward in June 1999,  the
central  bank  followed  with five more  interest  rate hikes  over the  ensuing
months,  bringing the target  federal funds rate up from 4.75% to 6.50%.  As the
increases were announced,  market  interest rates -- the rates that  individuals
actually pay to borrow money -- moved up in tandem.  A curious  exception played
out in the Treasury market.  Budget surpluses led the government to borrow less,
creating a scarcity in the market for 30-year  Treasury bonds and driving yields
lower.

By August 2000,  however,  it began to appear that the Fed's medicine might have
solved the problem.  The highest  mortgage rates in several years seemed to cool
off new home  construction.  Consumer  confidence,  while still quite high, also
showed signs of  moderation.  Consumer  spending fell as well.  Reacting to this
news -- and  perhaps  reluctant  to do  anything to  intervene  in the  upcoming
elections -- the Fed kept interest rates steady in August,  eliciting  favorable
reactions from the equity and bond markets.

As always, the jury is still out on which direction interest rates would take in
the future. Pulled in two directions by the strong global economy and continuing
domestic  growth on the one hand, and the  productivity  safety valve of the New
Economy on the other, inflation seemed ready to head in any direction. Should it
head in the right one,  however,  and with the  economy on track and some of the
excesses bled out of the stock  market,  many look forward to the bond and stock
markets resuming their upward direction.
<PAGE>
[This page intentionally left blank.]
<PAGE>
TOP TEN HOLDINGS

TEN LARGEST COMMON STOCK HOLDINGS
INVESCO Advantage Series Funds, Inc.
August 31, 2000

DESCRIPTION                                                               VALUE
--------------------------------------------------------------------------------
ADVANTAGE FUND
CIENA Corp                                                           $2,216,875
Juniper Networks                                                      2,137,500
Applied Micro Circuits                                                2,029,375
SDL Inc                                                               1,986,563
Corning Inc                                                           1,639,687
VeriSign Inc                                                          1,491,563
Sycamore Networks                                                     1,375,000
Cisco Systems                                                         1,372,500
i2 Technologies                                                       1,268,906
TranSwitch Corp                                                       1,203,750

Composition of holdings is subject to change.
<PAGE>
INVESTMENT HOLDINGS

STATEMENT OF INVESTMENT SECURITIES
INVESCO Advantage Series Funds, Inc.
August 31, 2000

                                                        SHARES,
                                               PRINCIPAL AMOUNT
                                                   OR NUMBER OF
%       DESCRIPTION                                   CONTRACTS           VALUE
--------------------------------------------------------------------------------
Advantage Fund
154.92  INVESTMENT SECURITIES HELD
85.90   COMMON STOCKS
1.75    BANKS
        Bank of New York                                  5,000     $   262,187
        Northern Trust                                    2,500         210,781
        State Street                                      5,000         588,750
================================================================================
                                                                      1,061,718
0.65    BEVERAGES
        Anheuser-Busch Cos                                5,000         394,062
================================================================================
1.09    BROADCASTING
        General Motors Class H Shrs(a)                    5,000         165,625
        Pegasus Communications(a)                        10,000         497,500
================================================================================
                                                                        663,125
8.65    COMMUNICATIONS-- EQUIPMENT & MANUFACTURING
        Alcatel Sponsored ADR Representing Ord Shrs       5,000         414,375
        Avanex Corp(a)                                    7,500       1,136,016
        CIENA Corp(a)(b)                                 10,000       2,216,875
        Corvis Corp(a)                                    5,000         519,062
        Nortel Networks(c)                                5,000         407,813
        Polycom Inc(a)                                    5,000         561,875
================================================================================
                                                                      5,256,016
23.05   COMPUTER RELATED
        BEA Systems(a)                                   10,000         680,625
        Business Objects SA Sponsored ADR
          Representing Ord Shrs(a)                        5,000         572,500
        Check Point Software Technologies Ltd(a)          5,000         729,063
        Cisco Systems(a)(c)                              20,000       1,372,500
        Inktomi Corp(a)                                   7,500         977,812
        Intuit Inc(a)                                    10,000         598,750
        i2 Technologies(a)                                7,500       1,268,906
        Juniper Networks(a)(b)                           10,000       2,137,500
        Mercury Interactive(a)                            5,000         610,938
        Network Appliance(a)                              7,500         877,500
        Oracle Corp(a)                                   10,000         909,375
        Palm Inc(a)                                      20,000         880,000
        Sycamore Networks(a)(b)                          10,000       1,375,000
        TIBCO Software(a)(b)                             10,000       1,019,375
================================================================================
                                                                     14,009,844
2.07    ELECTRIC UTILITIES
        AES Corp(a)                                      15,000         956,250
        Southern Co                                      10,000         299,375
================================================================================
                                                                      1,255,625
2.23    ELECTRICAL EQUIPMENT
        Methode Electronics Class A Shrs                  5,000         300,625
        Molex Inc                                        20,000       1,056,250
================================================================================
                                                                      1,356,875
<PAGE>
                                                        SHARES,
                                               PRINCIPAL AMOUNT
                                                   OR NUMBER OF
%       DESCRIPTION                                   CONTRACTS           VALUE
--------------------------------------------------------------------------------

13.22   ELECTRONICS - SEMICONDUCTOR
        Applied Micro Circuits(a)(b)                     10,000     $ 2,029,375
        Intel Corp                                       10,000         748,750
        PMC-Sierra Inc(a)(b)                              5,000       1,180,000
        SDL Inc(a)                                        5,000       1,986,563
        TranSwitch Corp(a)                               20,000       1,203,750
        Vitesse Semiconductor(a)                         10,000         888,125
================================================================================
                                                                      8,036,563
1.49    ENTERTAINMENT
        Gemstar-TV Guide International(a)                10,000         902,500
================================================================================
1.21    FINANCIAL
        Citigroup Inc                                     2,500         145,937
        Edwards (A G) Inc                                 2,500         130,000
        Providian Financial                               2,500         287,344
        Sun Life Financial Services of Canada(a)          8,100         170,272
================================================================================
                                                                        733,553

0.93    GAMING
        Harrah's Entertainment(a)                        20,000         567,500
================================================================================
1.73    HEALTH CARE DRUGS - PHARMACEUTICALS
        ALZA Corp(a)                                     10,000         756,250
        Pharmacia Corp(c)                                 5,000         292,813
================================================================================
                                                                      1,049,063
0.68    HEALTH CARE RELATED
        Baxter International(c)                           5,000         416,250
================================================================================
0.73    INSURANCE
        American International Group                      5,000         445,625
================================================================================
3.17    INVESTMENT BANK/BROKER FIRM
        Goldman Sachs Group                               5,000         640,312
        Legg Mason                                       15,000         791,250
        Morgan Stanley Dean Witter & Co                   2,500         268,906
        Price (T Rowe) Associates                         5,000         226,250
================================================================================
                                                                      1,926,718
2.70    MANUFACTURING
        Corning Inc(b)                                    5,000       1,639,687
================================================================================
0.98    NATURAL GAS
        Dynegy Inc                                       10,000         450,000
        El Paso Energy                                    2,500         145,625
================================================================================
                                                                        595,625
11.27   OIL & GAS RELATED
        Alberta Energy Ltd                                5,000         184,375
        BJ Services(a)(b)                                10,000         670,000
        Canadian Hunter Exploration Ltd(a)               10,000         247,508
        Canadian Natural Resources Ltd(a)                25,000         805,249
        Cooper Cameron(a)(b)                              5,000         389,063
        ENSCO International(b)                           10,000         398,750
        Genesis Exploration Ltd(a)                       50,000         372,957
<PAGE>
                                                        SHARES,
                                               PRINCIPAL AMOUNT
                                                   OR NUMBER OF
%       DESCRIPTION                                   CONTRACTS           VALUE
--------------------------------------------------------------------------------

        Gulf Island Fabrication(a)                       15,000     $   277,500
        Nabors Industries(a)(b)                          10,000         475,625
        Noble Drilling(a)(b)                             10,000         485,000
        Pride International(a)                           10,000         246,250
        Rio Alto Exploration Ltd(a)                      20,000         397,369
        Santa Fe International                           10,000         393,125
        SEACOR SMIT(a)                                   10,000         455,625
        Suncor Energy                                    20,000         455,000
        Transocean Sedco Forex(b)                        10,000         597,500
================================================================================
                                                                      6,850,896
1.08    RETAIL
        Walgreen Co                                      20,000         657,500
================================================================================
4.23    SERVICES
        America Online(a)                                 5,000         293,125
        Ariba Inc(a)                                      5,000         786,875
        VeriSign Inc(a)                                   7,500       1,491,563
================================================================================
                                                                      2,571,563
0.68    TELECOMMUNICATIONS - CELLULAR & WIRELESS
        Netro Corp(a)                                     5,000         413,125
================================================================================
1.13    TELECOMMUNICATIONS-- LONG DISTANCE
        Exodus Communications(a)                         10,000         684,375
================================================================================
1.18    TELEPHONE
        Amdocs Ltd(a)                                    10,000         714,375
================================================================================
        TOTAL COMMON STOCKS (COST $50,652,884)                       52,202,183
================================================================================
67.89   SHORT-TERM INVESTMENTS
57.59   US GOVERNMENT AGENCY OBLIGATIONS
        Freddie Mac, Discount Notes, 6.530%,
          9/1/2000 (Amortized Cost $35,000,000)     $35,000,000      35,000,000
================================================================================
4.77    INVESTMENT COMPANIES
        INVESCO Treasurer's Series Money Market
          Reserve Fund 6.425% (Cost $2,901,019)       2,901,019       2,901,019
================================================================================
5.53    REPURCHASE AGREEMENTS
        Repurchase Agreement with State Street
          dated 8/31/2000 due 9/1/2000 at 6.500%,
          repurchased at $3,359,606 (Collateralized
          by US Treasury Notes, due 5/15/2001 at
          8.000%, value $3,431,011)(Cost
          $3,359,000)                               $ 3,359,000       3,359,000
================================================================================
        TOTAL SHORT-TERM INVESTMENTS
          (Amortized Cost $41,260,019)                               41,260,019
================================================================================
1.13    OPTIONS PURCHASED
0.41    CALLS
0.41    COMPUTER RELATED
        Cisco Systems, 10/21/2000, $62.50                   300         251,250
================================================================================
<PAGE>
                                                        SHARES,
                                               PRINCIPAL AMOUNT
                                                   OR NUMBER OF
%       DESCRIPTION                                   CONTRACTS           VALUE
--------------------------------------------------------------------------------

0.72    PUTS
0.72    OIL & GAS RELATED
        Oil Service Sector Index, 10/21/2000,
          $135.00                                           500     $   437,500
================================================================================
        TOTAL OPTIONS PURCHASED (Cost $734,275)                         688,750
================================================================================
        TOTAL INVESTMENT SECURITIES HELD (Cost $92,647,178)          94,150,952
================================================================================
(2.50)  OPTIONS WRITTEN
(2.50)  CALLS
(0.38)  COMMUNICATIONS - EQUIPMENT & MANUFACTURING
        CIENA Corp, 10/21/2000, $220.00                   (100)       (233,750)
================================================================================
(0.97)  COMPUTER RELATED
        Juniper Networks, 10/21/2000, $190.00             (100)       (358,750)
        Sycamore Networks, 9/16/2000, $140.00             (100)        (83,750)
        TIBCO Software, 10/21/2000, $95.00                (100)       (146,250)
================================================================================
                                                                      (588,750)
(0.60)  ELECTRONICS-- SEMICONDUCTOR
        Applied Micro Circuits, 10/21/2000, $200.00       (100)       (240,000)
        PMC-Sierra Inc, 10/21/2000, $240.00                (50)       (123,125)
================================================================================
                                                                      (363,125)
(0.25)  MANUFACTURING
        Corning Inc, 10/21/2000, $320.00                   (50)       (152,500)
================================================================================
(0.30)  OIL & GAS RELATED
        BJ Services, 9/16/2000, $70.00                    (100)        (16,250)
        Cooper Cameron, 9/16/2000, $80.00                  (50)        (13,750)
        ENSCO International, 10/21/2000, $40.00           (100)        (31,250)
        Nabors Industries, 10/21/2000, $47.50             (100)        (38,750)
        Noble Drilling, 10/21/2000, $47.50                (100)        (41,250)
        Transocean Sedco Forex, 10/21/2000, $60.00        (100)        (42,500)
================================================================================
                                                                      (183,750)
        TOTAL OPTIONS WRITTEN (Proceeds $1,332,193)                 (1,521,875)
================================================================================
(3.27)  INVESTMENT SECURITIES SOLD SHORT - COMMON STOCKS
(0.72)  BIOTECHNOLOGY - HEALTH CARE
        United Therapeutics(a)                          (5,100)       (440,433)
================================================================================
(1.08)  BROADCASTING
        Emmis Communications Class A Shrs(a)           (20,000)       (656,250)
================================================================================
(0.68)  CABLE
        Comcast Corp Special Class A Shrs(a)           (10,000)       (372,500)
        Cox Communications Class A Shrs(a)              (1,100)        (39,119)
================================================================================
                                                                      (411,619)
(0.79)  RETAIL
        Home Depot                                     (10,000)       (480,625)
================================================================================
        TOTAL INVESTMENT SECURITIES SOLD SHORT
          (Proceeds $1,935,041)                                     (1,988,927)
================================================================================
149.15  TOTAL INVESTMENTS (Cost $89,379,944)(d)                     $90,640,150
================================================================================
<PAGE>
                                                        SHARES,
                                               PRINCIPAL AMOUNT
                                                   OR NUMBER OF
%       DESCRIPTION                                   CONTRACTS           VALUE
--------------------------------------------------------------------------------

(49.15) OTHER LIABILITIES IN EXCESS OF ASSETS                     $(29,867,160)
--------------------------------------------------------------------------------
100.00  NET ASSETS                                                $  60,772,990
================================================================================
(a)   Security is non-income producing.
(b)   Security has been  designated as collateral  for written options.
(c)   Security has been  designated  as  collateral  for short sales.
(d)   Also represents cost for income tax purposes.

See Notes to Financial Statements
<PAGE>
FINANCIAL  STATEMENTS

STATEMENT  OF ASSETS AND  LIABILITIES
INVESCO  Advantage Series Funds, Inc.
August 31, 2000

                                                                      ADVANTAGE
                                                                           FUND
--------------------------------------------------------------------------------
ASSETS
Investment Securities Held at Value (Cost $92,647,178)(a)         $  94,150,952
Cash                                                                    523,741
Deposit with Broker for Securities Sold Short                         1,283,791
Foreign Currency (Cost $658,221)                                        659,693
Receivables:
  Investment Securities Sold                                          1,864,133
  Fund Shares Sold                                                      389,864
  Dividends and Interest                                                  4,083
Appreciation on Forward Foreign Currency Contracts                        5,495
================================================================================
TOTAL ASSETS                                                         98,881,752
================================================================================
LIABILITIES
Options Written at Value (Premiums Received $1,332,193)               1,521,875
Investment Securities Sold Short at Value (Proceeds $1,935,041)       1,988,927
Payables:
  Investment Securities Purchased                                    34,589,233
  Fund Shares Repurchased                                                 5,543
Accrued Distribution Expenses
  Class A                                                                 1,105
  Class B                                                                 1,163
  Class C                                                                   904
Accrued Expenses and Other Payables                                          12
================================================================================
TOTAL LIABILITIES                                                    38,108,762
================================================================================
NET ASSETS AT VALUE                                               $  60,772,990
================================================================================
NET ASSETS
Paid-in Capital(b)                                                $  59,352,306
Accumulated Undistributed Net Investment Income                          18,664
Accumulated Undistributed Net Realized Gain on Investment
  Securities, Foreign  Currency  Transactions,  Securities
  Sold Short and Written Options                                        138,431
Net  Appreciation of Investment  Securities,  Foreign Currency
  Transactions, Securities Sold Short and Written Options             1,263,589
================================================================================
NET ASSETS AT VALUE, Applicable to Shares Outstanding             $  60,772,990
================================================================================
NET ASSETS AT VALUE:
  Class A                                                         $  41,413,252
================================================================================
  Class B                                                         $  10,878,181
================================================================================
  Class C                                                         $   8,481,557
================================================================================
Shares Outstanding
  Class A                                                             4,043,979
  Class B                                                             1,062,481
  Class C                                                               828,354
================================================================================
NET ASSET VALUE PER SHARE:
  Class A
    Redemption Price per Share                                    $       10.24
    Offering price per Share (Maximum sales charge of 5.50%)      $       10.84
  Class B, Offering and Redemption Price per Share
   (excludes applicable contingent deferred sales charge)         $       10.24
  Class C, Offering and Redemption Price per Share
   (excludes applicable contingent deferred sales charge)         $       10.24
================================================================================
<PAGE>
(a)Investment  securities  at cost and  value at  August  31,  2000  includes  a
   repurchase agreement of $3,359,000.
(b)The Fund has one billion  authorized  shares of common stock, par value $0.01
   per share. Of such shares, 200 million have been allocated to each Class.

See Notes to Financial Statements
<PAGE>
STATEMENT OF OPERATIONS
INVESCO Advantage Series Funds, Inc.
Period Ended August 31, 2000 (Note 1)

                                                                      ADVANTAGE
                                                                           FUND
--------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
Dividends                                                           $     3,219
Dividends from Affiliated Investment Companies                            1,019
Interest                                                                 28,924
  Foreign Taxes Withheld                                                   (14)
================================================================================
  TOTAL INCOME                                                           33,148
================================================================================
EXPENSES
Investment Advisory Fees                                                  9,732
Distribution Expenses
  Class A                                                                 1,105
  Class B                                                                 1,163
  Class C                                                                   904
Other Expenses                                                              480
================================================================================
  TOTAL EXPENSES                                                         13,384
================================================================================
NET INVESTMENT INCOME                                                    19,764
================================================================================
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENT SECURITIES
Net Realized Gain (Loss) on:
  Foreign Currency Transactions                                         (1,100)
  Securities Sold Short                                                 180,906
  Written Options                                                      (42,475)
================================================================================
    Total Net Realized Gain                                             137,331
================================================================================
Change in Net Appreciation (Depreciation) of:
  Investment Securities and Written Options                           1,307,941
  Securities Sold Short                                                (53,886)
  Foreign Currency Transactions                                           9,534
================================================================================
    Total Net Appreciation                                            1,263,589
================================================================================
NET GAIN ON INVESTMENT SECURITIES, FOREIGN CURRENCY
  TRANSACTIONS, SECURITIES SOLD SHORT AND WRITTEN OPTIONS             1,400,920
================================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $ 1,420,684
================================================================================
See Notes to Financial Statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
Advantage Fund

                                                                         PERIOD
                                                                          ENDED
                                                                      AUGUST 31
--------------------------------------------------------------------------------
                                                                           2000
                                                                       (Note 1)
OPERATIONS
Net Investment Income                                               $    19,764
Net Realized Gain on Investment Securities, Foreign Currency
  Transactions, Securities Sold Short and Written Options               137,331
Change in Net Appreciation of Investment  Securities,  Foreign
  Currency Transactions, Securities Sold Short and Written Options    1,263,589
================================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS                            1,420,684
================================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares
  Class A                                                            40,542,105
  Class B                                                            10,625,040
  Class C                                                             8,283,890
================================================================================
                                                                     59,451,035
Amounts Paid for Repurchases of Shares - Class A                      (198,729)
================================================================================
NET INCREASE IN NET ASSETS FROM
  FUND SHARE TRANSACTIONS                                            59,252,306
================================================================================
TOTAL INCREASE IN NET ASSETS                                         60,672,990
NET ASSETS
Initial Subscription - Class A                                          100,000
Beginning of Period                                                          --
================================================================================
End of Period (Including Accumulated
  Undistributed Net Investment Income of $18,664)                   $60,772,990
================================================================================
              ---------------------------------------------------

FUND SHARE TRANSACTIONS
Initial Subscription - Class A                                           10,000
Shares Sold
  Class A                                                             4,053,733
  Class B                                                             1,062,481
  Class C                                                               828,354
================================================================================
                                                                      5,954,568
Shares Repurchased - Class A                                           (19,754)
================================================================================
NET INCREASE IN FUND SHARES                                           5,934,814
================================================================================
See Notes to Financial Statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
INVESCO Advantage Series Funds, Inc.

NOTE  1--  ORGANIZATION  AND  SIGNIFICANT   ACCOUNTING  POLICIES.   INVESCO
Advantage Series Funds, Inc. is incorporated in Maryland and presently  consists
of one Fund:  Advantage Fund (the "Fund").  The investment objective of the Fund
is to  seek  long-term  capital  appreciation.  The  Fund  commenced  investment
operations  on  August  25,  2000.  INVESCO  Advantage  Series  Funds,  Inc.  is
registered  under  the  Investment   Company  Act  of  1940  (the  "Act")  as  a
non-diversified, open-end management investment company.

The Fund  offers  three  classes of shares,  referred to as Class A, Class B and
Class C shares. Each Class of shares is subject to an annual distribution fee to
a maximum of 0.35%, 1.00% and 1.00%, respectively,  of the Fund's annual average
net assets  attributable  to each Class' shares.  Income,  expenses  (other than
those attributable to a specific class) and gains and losses are allocated daily
to  each  class  of  shares  based  on the  relative  proportion  of net  assets
represented  by  such  class.  Operating  expenses  directly  attributable  to a
specific class are charged against  operations of that class. Class A shares are
sold with a front-end  sales charge.  Class B shares and Class C shares are sold
with a  contingent  deferred  sales  charge.  Class B shares  convert to Class A
shares  after  eight  years  along  with a pro rata  portion  of its  reinvested
dividends and  distributions.  The Fund was closed to new investors  from August
25, 2000 to September 8, 2000.

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  accounting  principles
generally  accepted in the United States  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
at the close of the regular  trading day on the  exchange  (generally  4:00 p.m.
Eastern time) where such securities are primarily  traded.  If last sales prices
are not available,  securities  are valued at the highest  closing bid prices at
the close of the regular trading day as 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.

Debt  securities  are valued at evaluated  bid prices as determined by a pricing
service approved by the Fund's board of directors.  If evaluated, bid prices are
not available,  debt  securities are valued by averaging the bid prices obtained
from one or more dealers making a market for such securities.

Foreign  securities  are  valued at the  closing  price on the  principal  stock
exchange  on which they are  traded.  In the event that  closing  prices are not
available  for foreign  securities,  prices will be obtained  from the principal
stock exchange at or prior to the close of the New York Stock Exchange.  Foreign
currency  exchange rates are determined daily prior to the close of the New York
Stock Exchange.

Options  are valued at the last sales price on the  principal  exchange on which
the options are traded.  If there is no last sales price reported,  then the bid
price will be used.

Investments in shares of investment  companies are valued at the net asset value
of the respective mutual fund as calculated each day.

If market  quotations or pricing service  valuations are not readily  available,
securities are valued at fair value as determined in good faith under procedures
established by the Fund's board of directors.
<PAGE>
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.

Assets and liabilities  initially  expressed in terms of foreign  currencies are
translated into U.S. dollars at the prevailing  market rates as quoted by one or
more banks or dealers on the date of valuation.

B. REPURCHASE AGREEMENTS - Repurchase agreements held by the Fund are fully
collateralized  by U.S.  Government  securities  and such  collateral  is in the
possession of the Fund's custodian. The collateral is evaluated daily to ensure

its  market  value  exceeds  the  current  market  value of the  repurchase
agreements including accrued interest. In the event of default on the obligation
to repurchase,  the Fund has the right to liquidate the collateral and apply the
proceeds in satisfaction of the obligation.

C. 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.  Certain dividends from foreign securities will be recorded as
soon as the Fund is informed of the  dividend  if such  information  is obtained
subsequent to the ex-dividend date.  Interest income,  which may be comprised of
stated  coupon rate,  market  discount,  original  issue  discount and amortized
premium,  is  recorded  on the  accrual  basis.  Income and  expenses on foreign
securities are translated into U.S. dollars at rates of exchange prevailing when
accrued.  Discounts and premiums on debt securities purchased are amortized over
the life of the respective  security as adjustments to interest income.  Cost is
determined on the specific  identification basis. The cost of foreign securities
is translated  into U.S.  dollars at the rates of exchange  prevailing when such
securities are acquired.

The Fund may invest in securities issued by other INVESCO  Investment  Companies
that invest in short-term debt securities and seek to maintain a net asset value
of one dollar per share.

The Fund may have elements of risk due to  concentrated  investments in specific
industries or foreign issuers located in a specific  country.  Such  investments
may subject the Fund to  additional  risks  resulting  from future  political or
economic conditions and/or possible  impositions of adverse foreign governmental
laws or currency exchange restrictions. Net realized and unrealized gain or loss
from investment  securities  includes  fluctuations from currency exchange rates
and fluctuations in market value.

The Fund's use of short-term  forward foreign currency  contracts may subject it
to certain  risks as a result of  unanticipated  movements  in foreign  exchange
rates. The Fund does not hold short-term  forward foreign currency contracts for
trading purposes. The Fund may hold foreign currency in anticipation of settling
foreign security transactions and not for investment purposes.

D. 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.

The Fund  incurred and elected to defer  post-October  31 net capital  losses of
$29,025,  to the year ended August 31, 2001. To the extent future  capital gains
and income are offset by capital loss  carryovers and deferred  post-October  31
losses, such gains and income will not be distributed to shareholders.

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.

Investment  income  received  from  foreign  sources  may be  subject to foreign
withholding  taxes.  Dividend  and  interest  income is shown  gross of  foreign
withholding taxes in the accompanying financial statements.
<PAGE>
E. 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  with income tax
regulations which may differ from accounting  principles  generally  accepted in
the United States.  These differences are primarily due to differing  treatments
for  market  discounts,   amortized  premiums,  foreign  currency  transactions,
nontaxable   dividends,   net   operating   losses  and  expired   capital  loss
carryforwards.  For the period  ended  August 31,  2000,  the Fund  reclassified
$1,100 from  accumulated  undistributed  net  investment  income to  accumulated
undistributed net realized gain on investment securities. Net investment income,
net realized gains and net assets were not affected.

F. FORWARD  FOREIGN  CURRENCY  CONTRACTS - The Fund enters into  short-term
forward foreign currency contracts in connection with planned purchases or sales
of securities as a hedge against  fluctuations in foreign exchange rates pending
the  settlement of  transactions  in foreign  securities.  The Fund may also use
derivatives in an attempt to improve performance, although there is no guarantee
that it will be successful in that effort. A forward foreign  currency  contract
is an agreement between contracting parties to exchange an amount of currency at
some future time at an agreed upon rate.  These  contracts are  marked-to-market
daily and the related appreciation or depreciation of the contracts is presented
in the Statement of Assets and  Liabilities.  Any realized gain or loss incurred
by the  Fund  upon  the sale of  securities  is  included  in the  Statement  of
Operations.

G.  OPTIONS - The  Fund  may buy or  write  put and  call  options,  including
securities  index  options,   on  portfolio   securities  in  order  to  produce
incremental  earnings  or  protect  against  changes  in the value of  portfolio
securities.  The Fund generally  purchases put options or writes call options to
hedge against adverse movements in the value of portoflio holdings.

When an option is written,  the Fund receives a premium and becomes obligated to
sell or purchase the underlying  security at a fixed price, upon exercise of the
option.  In writing an option,  the Fund bears the market risk of an unfavorable
change in the price of the security  underlying the written option.  Exercise of
an option  written by the Fund could  result in the Fund selling a security at a
price different from the current market value.

When an option is  exercised,  the  proceeds on sales for a written call option,
the  purchase  cost for a written put option,  or the cost of the security for a
purchased  put or call option is  adjusted by the amount of premium  received or
paid.

Securities  designated  to  cover  outstanding  call  options  are  noted in the
Statement  of  Investment  Securities  where  applicable.  Options  written  are
reported as a liability in the  Statement of Assets and  Liabilities.  Gains and
losses are reported in the Statement of Operations.

The risk in writing a call option is that the Fund gives up the  opportunity for
profit  if the  market  price  of the  security  increases  and  the  option  is
exercised. The risk in writing a put option is that the Fund may incur a loss if
the market price of the security decreases and the option is exercised. The risk
in buying an option is that the Fund pays a premium whether or not the option is
exercised. The use of such instruments may involve certain additional risks as a
result of unanticipated  movements in the market. A lack of correlation  between
the value of an instrument  underlying an option and the asset being hedged,  or
unexpected  adverse price  movements,  could render the Fund's hedging  strategy
unsuccessful.  In addition,  there can be no assurance  that a liquid  secondary
market will exist for any option purchased or sold.
<PAGE>
Written option activity for the period ended August 31, 2000, was as follows:
<TABLE>
<CAPTION>

                                             CALL OPTIONS                      PUT OPTIONS
-----------------------------------------------------------------------------------------------
                                             NUMBER         AMOUNT        NUMBER         AMOUNT
                                         OF OPTIONS    OF PREMIUMS    OF OPTIONS    OF PREMIUMS
-----------------------------------------------------------------------------------------------
<S>                                             <C>     <C>             <C>             <C>
Options outstanding at August 25, 2000            0    $         0             0    $        0
Options written                               1,150      1,332,193           100        20,324
Options closed or expired                         0              0         (100)      (20,324)
Options outstanding at August 31, 2000        1,150    $ 1,332,193             0    $        0
</TABLE>

H.  SHORT  SALES - The Fund  engages  in  short  sales  as part of its  normal
investment  activities.  Short sales are  transactions in which the Fund sells a
securities it does not own in anticipation  of an expected  decline in the price
of that  security.  The Fund will  incur a loss as a result of the short sale if
the price of the borrowed security  increases between the date of the short sale
and the date on which the Fund replaces such  security.  The Fund will realize a
gain if there is a decline in price of the security  between those dates, if the
decline exceeds the cost of borrowing the security and other transaction  costs.
There  can be no  assurance  that  the Fund  will be able to  close  out a short
position at any particular  time.  Although the potential for gain is limited to
the  difference  between the price at which the Fund sold the security short and
the cost of borrowing  the  security,  its potential for loss could be unlimited
because  there is no limit to the  replacement  cost of the  borrowed  security.
Until the Fund replaces a borrowed security,  it will maintain at all times cash
or liquid  securities or other collateral with a broker or other custodian in an
amount equal or higher than the current market value of the security sold short.
The Fund receives interest on the collateral it deposits.  The liability account
is valued to  reflect  the  current  value of the  securities  sold short and is
presented in the Statement of Assets and Liabilities.  Dividend expense on short
sales is recorded on the ex-dividend date.

I. EXPENSES - Each Class bears  expenses  incurred  specifically  on its behalf
and, in addition,  each Class bears a portion of general expenses,  based on the
relative net assets of each Class.

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. For the period ended August 31, 2000,  there
were no such credits.

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
calculated at the annual rate of 1.50% of the Fund's daily net assets (the "Base
Fee").  This Base Fee will be adjusted,  on a monthly basis (i) upward at a rate
of  0.20%,  on a pro rata  basis,  for each  percentage  point  that  investment
performance  of the Class A shares of the Fund exceeds the sum of 2.00% plus the
investment  record of the Russell 3000 Index (the "Index"),  or (ii) downward at
the  rate of  0.20%,  on a pro  rata  basis,  for  each  percentage  point  that
investment record of the Index less 2.00% exceeds the investment  performance of
the Class A shares of the Fund (the "Fee  Adjustment").  The  maximum or minimum
Fee Adjustment,  if any, will be 1.00% annually.  Therefore,  the maximum annual
fee  payable  to IFG will be 2.50% of average  daily net assets and the  minimum
annual  fee will be 0.50%.  During the first  twelve  months of  operation,  the
investment  advisory  fee will be  charged  at the Base Fee of 1.50% with no Fee
Adjustment.
<PAGE>
A master  distribution  plan and agreement for each Class of shares  pursuant to
Rule  12b-1  of the Act (the  "Plans")  provides  for  compensation  of  certain
promotional and other sales related costs to INVESCO  Distributors,  Inc. ("IDI"
or the  "Distributor"),  a wholly owned subsidiary of IFG. Class A shares of the
Fund pay  compensation  to IDI at a rate of 0.35% of annual  average net assets.
During any period  that Class A shares of the Fund are closed to new  investors,
the Fund will  reduce  this  payment  for Class A shares from 0.35% to 0.25% per
annum.  Class B and Class C shares of the Fund pay compensation to IDI at a rate
of 1.00% of annual average net assets.  Of these amounts,  IDI may pay a service
fee of 0.25% of the average net assets of the Class A, Class B or Class C shares
to selected dealers and financial  institutions who furnish continuing  personal
shareholder  services to their  customers  who purchase  and own the  applicable
class of shares of the Fund.  Any  amounts  not paid as a service  fee under the
Plans would constitute an asset-based  sales charge.  The Plans also impose caps
on the total sales charges,  including  asset-based  sales charges,  that may be
paid by the respective class. Any unreimbursed  expenses IDI incurs with respect
to Class A and  Class C  shares  in any  fiscal  year  can not be  recovered  in
subsequent years. If the Class B Plan is terminated,  the Board of Directors may
allow the Class B shares to continue payments of the asset-based sales charge to
the Distributor for allowable  unreimbursed  expenses  incurred for distributing
shares before the Class B Plan was  terminated.  The Class B Plan allows for the
carry-forward of distribution  expenses,  to be recovered from asset-based sales
charges in  subsequent  fiscal  periods.  For the period  ended August 31, 2000,
there were no amounts paid to the Distributor for any Class of shares.

IFG  receives a transfer  agent fee from each Class at an annual  rate of $22.50
per shareholder  account,  or, where  applicable,  per participant in an omnibus
account,  per year. 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.

In accordance with an Administrative  Services  Agreement,  the Fund pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.045% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.

NOTE 3 - PURCHASES  AND SALES OF  INVESTMENT  SECURITIES.  For the period ended
August 31, 2000,  the  aggregate  cost of purchases  and proceeds  from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were as follows:

POSITION                               PURCHASES                          SALES
--------------------------------------------------------------------------------
Long Positions                     $  50,652,885                   $          0
Short Positions                          763,125                      2,879,072

There were no purchases or sales of U.S. Government securities.

NOTE  4 - APPRECIATION  AND  DEPRECIATION.  At  August  31,  2000,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation were as follows:

                                                                            NET
                              GROSS               GROSS            APPRECIATION
POSITION               APPRECIATION        DEPRECIATION          (DEPRECIATION)
--------------------------------------------------------------------------------
Long Positions         $  1,772,848        $    223,549          $    1,549,299
Short Positions               3,204              57,090                (53,886)
Options Purchased             2,850              48,375                (45,525)
Options Written              57,778             247,460               (189,682)
                                                                 --------------
                                                                 $    1,260,206

<PAGE>
NOTE 5 - TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund's  officers  and
directors are also officers and directors of IFG or IDI.

The Fund has adopted an unfunded  defined  benefit  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 are  based on an  annual  rate  equal to 50% of the sum of the
retainer fee plus the meeting attendance fees.

Pension  expenses,  unfunded accrued pension costs and pension  liabilities were
insignificant for the period ended August 31, 2000.

The  independent  directors have  contributed to a deferred fee agreement  plan,
pursuant to which they have  deferred  receipt of a portion of the  compensation
which they would otherwise have been paid as directors of the INVESCO Funds. The
deferred  amounts may be  invested  in the shares of any of the  INVESCO  Funds,
excluding the INVESCO Variable Investment Funds.

NOTE 6 - INTERFUND  BORROWING  AND  LENDING.  The Fund is party to an interfund
lending  agreement  between the Fund and other INVESCO  sponsored  mutual funds,
which  permit  it to  borrow  or lend  cash,  at  rates  beneficial  to both the
borrowing and lending funds.  Loans  totaling 10% or more of a borrowing  Fund's
total assets are  collateralized at 102% of the value of the loan; loans of less
than 10% are unsecured.  Pursuant to the Fund's prospectus,  the Fund may borrow
up to 33 1/3% of its total assets for  temporary  or emergency  purposes and for
purchasing securities,  or by engaging in reverse repurchase agreements with any
party. At August 31, 2000, there were no such borrowings and/or lendings for the
Fund.

NOTE 7 - LINE OF  CREDIT.  The Fund has  available  a Line of  Credit  Facility
("LOC"),  from a bank,  to be used for  temporary or emergency  purposes to fund
redemptions  of  investor  shares or to borrow  for the  purpose  of  purchasing
securities. The LOC permits borrowings to a maximum of 33 1/3% of the net assets
at value of the Fund.  The Fund  agrees to pay annual  fees and  interest on the
unpaid  principal  balance  on  prevailing  market  rates as  defined in the LOC
agreement. At August 31, 2000, there were no such borrowings.

NOTE 8 - CONTINGENT  DEFERRED SALES CHARGE ("CDSC").  Class A shares of the Fund
are  currently  sold  with a sales  charge  ranging  from  5.50% to 2.00% of the
offering price on purchases of less than $1,000,000. Class A shares may charge a
1.00% CDSC if a shareholder purchased $1,000,000 or more and redeem these shares
within 18 months from the date of purchase.  A CDSC is charged by Class B shares
on redemptions or exchanges of shares at a maximum of 5.00% which may be reduced
or certain sales charge exceptions may apply. A 1.00% CDSC is charged by Class C
shares on  redemptions  or exchanges  held  thirteen  months or less (other than
shares acquired through reinvestment of dividends or other  distributions).  The
CDSC is paid by the redeeming shareholder; it is not an expense of the Fund. For
the period ended August 31, 2000,  the  Distributor  did not receive a CDSC from
shareholder redemptions for Class A, Class B and Class C shares.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
  INVESCO Advantage Series Funds, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement 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 Advantage Fund (the sole
portfolio  constituting INVESCO Advantage Series Funds, Inc., hereafter referred
to as the "Fund") at August 31, 2000, the results of its operations, the changes
in its net assets and the  financial  highlights  for the period August 24, 2000
(commencement of investment  operations)  through August 31, 2000, in conformity
with accounting  principles  generally accepted in the United States of America.
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 audit.  We conducted our audit of these  financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
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 audit,  which  included
confirmation  of  securities  at  August  31,  2000 by  correspondence  with the
custodian and broker, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Denver, Colorado
October 2, 2000
<PAGE>
FINANCIAL HIGHLIGHTS

ADVANTAGE FUND - CLASS A
--------------------------------------------------------------------------------
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


                                                                         PERIOD
                                                                          ENDED
                                                                      AUGUST 31
--------------------------------------------------------------------------------
                                                                        2000(a)
PER SHARE DATA
Net Asset Value-- Beginning of Period                                 $   10.00
================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(b)                                                   0.00
Net Gains on Securities (Both Realized and Unrealized)                     0.24
================================================================================
TOTAL FROM INVESTMENT OPERATIONS                                           0.24
================================================================================
Net Asset Value - End of Period                                       $   10.24
================================================================================

TOTAL RETURN(c)                                                        2.40%(d)

RATIOS
Net Assets-- End of Period ($000 Omitted)                             $  41,413
Ratio of Expenses to Average Net Assets                                1.82%(e)
Ratio of Net Investment Income to Average Net Assets                   3.28%(e)
Portfolio Turnover Rate                                                   5%(d)

(a) From August 25, 2000, commencement of investment  operations,  to August 31,
    2000.
(b) Net Investment  Income  aggregated  less than $0.01 on a per share basis.
(c) The  applicable  sales  charges are not  included in the Total Return
    calculation.
(d) Based  on   operations   for  the   period   shown  and, accordingly, is not
    representative of a full year.
(e) Annualized
<PAGE>
ADVANTAGE FUND - CLASS B
--------------------------------------------------------------------------------
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


                                                                         PERIOD
                                                                          ENDED
                                                                      AUGUST 31
--------------------------------------------------------------------------------
                                                                        2000(a)

PER SHARE DATA
Net Asset Value - Beginning of Period                                 $   10.00
================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(b)                                                   0.00
Net Gains on Securities (Both Realized and Unrealized)                     0.24
================================================================================
TOTAL FROM INVESTMENT OPERATIONS                                           0.24
================================================================================
Net Asset Value-- End of Period                                       $   10.24
================================================================================

TOTAL RETURN(c)                                                        2.40%(d)

RATIOS
Net Assets - End of Period ($000 Omitted)                             $  10,878
Ratio of Expenses to Average Net Assets                                2.56%(e)
Ratio of Net Investment Income to Average Net Assets                   2.53%(e)
Portfolio Turnover Rate                                                   5%(d)

(a) From August 25, 2000, commencement of investment  operations,  to August 31,
    2000.
(b) Net Investment  Income  aggregated  less than $0.01 on a per share basis.
(c) The  applicable  CDSC fees are not included in the Total Return calculation.
(d) Based  on   operations   for  the   period   shown  and, accordingly, is not
    representative of a full year.
(e) Annualized
<PAGE>
ADVANTAGE FUND - CLASS C
--------------------------------------------------------------------------------
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                                                         PERIOD
                                                                          ENDED
                                                                      AUGUST 31
--------------------------------------------------------------------------------
                                                                        2000(a)

PER SHARE DATA
Net Asset Value - Beginning of Period                                 $   10.00
================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(b)                                                   0.00
Net Gains on Securities (Both Realized and Unrealized)                     0.24
================================================================================
TOTAL FROM INVESTMENT OPERATIONS                                           0.24
================================================================================
Net Asset Value - End of Period                                       $   10.24
================================================================================

TOTAL RETURN(c)                                                        2.40%(d)

RATIOS
Net Assets - End of Period ($000 Omitted)                             $   8,482
Ratio of Expenses to Average Net Assets                                2.57%(e)
Ratio of Net Investment Income to Average Net Assets                   2.53%(e)
Portfolio Turnover Rate                                                   5%(d)

(a) From August 25, 2000, commencement of investment  operations,  to August 31,
    2000.
(b) Net Investment  Income  aggregated  less than $0.01 on a per share basis.
(c) The  applicable  CDSC fees are not included in the Total Return calculation.
(d) Based  on   operations   for  the   period   shown  and, accordingly, is not
    representative of a full year.
(e) Annualized










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