INVESCO INCOME FUNDS INC
497, 1996-05-16
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                           INVESCO INCOME FUNDS, INC.
                          INVESCO Short-Term Bond Fund
                             INVESCO High Yield Fund
                           INVESCO Select Income Fund
                     INVESCO U.S. Government Securities Fund
                           Supplement to Prospectuses
                             dated December 29, 1995

All Funds:
      The sixth paragraph in the section of each Fund's Prospectus entitled "The
Fund and Its Management" is hereby amended to read as follows:

            Under a Transfer Agency Agreement,  IFG acts as registrar,  transfer
      agent and dividend  disbursing agent for the Fund. The Fund pays an annual
      fee of $26.00 per shareholder  account or omnibus account  participant for
      these services.  Registered broker-dealers,  third party administrators of
      tax-qualified retirement plans and other entities, including affiliates of
      IFG, may provide equivalent  services to the Fund. In these cases, IFG may
      pay,  out of the fee it  receives  from the Fund,  an annual  sub-transfer
      agency or record-keeping fee to the third party.

INVESCO Short-Term Bond Fund Only:
The section of the  Short-Term  Bond Fund's  Prospectus  entitled  "Annual  Fund
Expenses" is amended to read as follows:

      Annual Fund Expenses
            The Fund is no-load; there are no fees to purchase, exchange or
      redeem shares.  The Fund, however, is authorized to pay a Rule 12b-1
      distribution fee of up to one quarter of one percent of the Fund's average
      net assets each year. (See "How To Buy Shares--Distribution Expenses.")
            Like  any  company,  the  Fund  has  operating  expenses  -- such as
      portfolio management,  accounting,  shareholder servicing,  maintenance of
      shareholder accounts, and other expenses. These expenses are paid from the
      Fund's assets.  Lower expenses  therefore  benefit investors by increasing
      the Fund's investment return.
            We calculate annual operating expenses as a percentage of the Fund's
      average  annual  net  assets.  To keep  expenses  competitive,  the Fund's
      manager voluntarily  reimbursed the Fund for amounts in excess of 0.75% of
      average net assets from May 1, 1995 through April 30, 1996, and reimburses
      the Fund for  amounts in excess of 0.80% of average  net assets  effective
      May 1, 1996.

         Annual Fund Operating Expenses (as a percentage of average net assets)*
         Management Fee...................................                 0.50%
         12b-1 Fees.......................................                 0.25%
         Other Expenses (after absorbed expenses)(1)......                 0.05%
         Total Fund Operating Expenses
               (after absorbed expenses) (1)...............                0.80%

      (1) In the absence of the voluntary expense limitation,  the Fund's "Other
      Expenses" and "Total Fund  Operating  Expenses"  would have been 1.34% and
      2.09%,  respectively,  based on the Fund's actual  expenses for the fiscal
      year ended August 31, 1995.

      Example*
            A  shareholder  would  pay  the  following   expenses  on  a  $1,000
      investment for the periods shown, assuming a hypothetical 5% annual return
      and  redemption  at the  end of  each  time  period.  (Of  course,  actual
      operating  expenses are paid from the Fund's assets, and are deducted from
      the amount of income available for distribution to shareholders;  they are
      not charged directly to shareholder accounts.)


<PAGE>



                  1 Year      3 Years     5 Years     10 Years
                  ------      -------     -------     --------
                  $8          $26         $45         $99

            The  purpose  of this table is to assist  you in  understanding  the
      various costs and expenses that you will bear directly or indirectly.  The
      example  should  not be  considered  a  representation  of past or  future
      performance  or expenses,  and actual  annual  returns and expenses may be
      greater  or less than  those  shown.  For more  information  on the Fund's
      expenses,  see "The  Fund and Its  Management"  and "How to Buy  Shares --
      Distribution Expenses."

            Since  the Fund  pays a  distribution  fee,  investors  who own Fund
      shares for a long period of time may pay more than the economic equivalent
      of the maximum  front-end  sales charge  permitted for mutual funds by the
      National Association of Securities Dealers, Inc.

            *The expense information in the above tables has been presented on a
      basis that assumes that the FundAEs  current 0.80% expense  limitation had
      been in effect during the year ended August 31, 1995.

      The  eighth  paragraph  in the  section  of  the  Short-Term  Bond  Fund's
Prospectus  entitled "The Fund and Its  Management" is hereby amended to read as
follows:

            The Fund's  expenses,  which are accrued  daily,  are deducted  from
      total income before dividends are paid. Total expenses of the Fund for the
      fiscal year ended August 31, 1995,  including  investment  management fees
      (but  excluding  brokerage  commissions,  which  are a cost  of  acquiring
      securities),  amounted to 0.75% of the Fund's average net assets.  Certain
      Fund expenses were, and are, absorbed voluntarily by IFG and INVESCO Trust
      pursuant to a  commitment  to the Fund in order to ensure that the FundAEs
      total  operating  expenses did not exceed 0.75% of the Fund's  average net
      assets (from May 1, 1995 through April 30, 1996) and will not exceed 0.80%
      of the Fund's average net assets  (beginning May 1, 1996). This commitment
      may  be  changed  following  consultation  with  the  Company's  board  of
      directors.  In the  absence  of this  voluntary  expense  limitation,  the
      FundAEs total operating  expenses would have been 2.09% of its average net
      assets.

INVESCO High Yield Fund Only:
The section of the High Yield FundAEs Prospectus entitled "Annual Fund Expenses"
is amended to read as follows:

      Annual Fund Expenses
            The Fund is no-load; there are no fees to purchase, exchange or 
      redeem shares.  The Fund, however, is authorized to pay a Rule 12b-1
      distribution fee of up to one quarter of one percent of the Fund's average
      net assets each year. (See "How To Buy Shares -- Distribution Expenses.")

            Like  any  company,  the  Fund  has  operating  expenses  -- such as
      portfolio management,  accounting,  shareholder servicing,  maintenance of
      shareholder accounts, and other expenses. These expenses are paid from the
      Fund's assets.  Lower expenses  therefore  benefit investors by increasing
      the Fund's investment return.

            We calculate annual operating expenses as a percentage of the Fund's
      average  annual  net  assets.  To keep  expenses  competitive,  the Fund's
      manager voluntarily  reimbursed the Fund for amounts in excess of 1.00% of
      average  net  assets  from  July 1,  1994  through  April  30,  1996,  and
      reimburses  the Fund for  amounts in excess of 1.25% of average net assets
      effective May 1, 1996.


<PAGE>


      Annual Fund Operating Expenses
      (as a percentage of average net assets)*
      Management Fee............................            0.50%
      12b-1 Fees................................            0.25%
      Other Expenses............................            0.32%
      Total Fund Operating Expenses.............            1.07%

      Example*
            A  shareholder  would  pay  the  following   expenses  on  a  $1,000
      investment for the periods shown, assuming a hypothetical 5% annual return
      and  redemption  at the  end of  each  time  period.  (Of  course,  actual
      operating  expenses are paid from the Fund's assets, and are deducted from
      the amount of income available for distribution to shareholders;  they are
      not charged directly to shareholder accounts.)

                  1 Year      3 Years     5 Years     10 Years
                  ------      -------     -------     --------
                  $11         $34         $59         $131

            The  purpose  of this table is to assist  you in  understanding  the
      various costs and expenses that you will bear directly or indirectly.  The
      example  should  not be  considered  a  representation  of past or  future
      performance  or expenses,  and actual  annual  returns and expenses may be
      greater or less than those  shown.  For more  information  on the  FundAEs
      expenses,  see "The  Fund and Its  Management"  and "How to Buy  Shares --
      Distribution Expenses."

            Since  the Fund  pays a  distribution  fee,  investors  who own Fund
      shares for a long period of time may pay more than the economic equivalent
      of the maximum  front-end  sales charge  permitted for mutual funds by the
      National Association of Securities Dealers, Inc.

            *The expense information in the above tables has been presented on a
      basis that assumes that the Fund's  current 1.25% expense  limitation  had
      been in effect during the year ended August 31, 1995.

The eighth paragraph in the section of the High Yield Fund's Prospectus entitled
"The Fund and Its Management" is hereby amended to read as follows:

            The Fund's  expenses,  which are accrued  daily,  are deducted  from
      total income before dividends are paid. Total expenses of the Fund for the
      fiscal year ended August 31, 1995,  including  investment  management fees
      (but  excluding  brokerage  commissions,  which  are a cost  of  acquiring
      securities),  amounted to 1.00% of the Fund's average net assets.  Certain
      Fund expenses  were,  and are,  absorbed  voluntarily by IFG pursuant to a
      commitment to the Fund in order to ensure that the Fund's total  operating
      expenses did not exceed 1.00% of the FundAEs average net assets (from July
      1, 1994  through  April 30,  1996) and will not exceed 1.25% of the Fund's
      average net assets (beginning May 1, 1996). This commitment may be changed
      following  consultation  with the  Company's  board of  directors.  In the
      absence of this voluntary expense  limitation,  the Fund's total operating
      expenses would have been 1.07% of its average net assets.

The date of this Supplement is May 1, 1996.


<PAGE>
                          INVESCO Income Funds, Inc.
              Supplement to Statement of Additional Information
                           Dated December 29, 1995

The  second  paragraph  of the  section of the Funds'  Statement  of  Additional
Information  entitled  "Investment Policies and Restrictions - Illiquid and 144A
Securities" is hereby amended to read as follows:

            Each  Fund  also may  invest in  restricted  securities  that can be
      resold  to  institutional  investors  pursuant  to  Rule  144A  under  the
      Securities Act of 1933, as amended (the "1933 Act") (hereinafter  referred
      to as "Rule 144A  Securities").  These  securities may be purchased by the
      Select  Income,  U.S.  Government  Securities  and Short-  Term Bond Funds
      without  limitation if a liquid  institutional  trading market exists. The
      High Yield Fund's  investments in Rule 144A  Securities are subject to the
      10% of net assets  limitation  described  above.  The  Company's  board of
      directors has delegated to Fund  management the authority to determine the
      liquidity of Rule 144A Securities  pursuant to guidelines  approved by the
      board.

The  section  of  the  Funds'  Statement  of  Additional   Information  entitled
"Investment  Policies  and  Restrictions  - Investment  Restrictions"  is hereby
amended by the  addition of the  following  new  paragraph  as the  twenty-third
paragraph of such section, without deleting any of the existing paragraphs:

            In applying  restriction  (14) above,  the Funds  consider  warrants
      acquired as components of units consisting primarily of debt securities to
      be permissible investments as contemplated by restriction (11) above.

The  second  paragraph  in the  section of the Funds'  Statement  of  Additional
Information  entitled  "The  Funds  and  Their  Management  --  Transfer  Agency
Agreement" is hereby amended to read as follows:

            The Transfer  Agency  Agreement  provides that the Funds will pay to
      INVESCO  a fee of  $26.00  per  shareholder  account  or  omnibus  account
      participant  per year.  This fee is paid monthly at 1/12 of the annual fee
      and is based upon the actual  number of  shareholder  accounts  or omnibus
      account participants in existence during each month.

The section of the Funds'  Statement of  Additional  Information  entitled  "The
Funds and Their  Management  -- Officers and Directors of the Company" 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 Company hold


<PAGE>



      comparable   positions  with  INVESCO  Diversified  Funds,  Inc.,  INVESCO
      Dynamics Fund, Inc.,  INVESCO Emerging  Opportunity  Funds,  Inc., INVESCO
      Growth  Fund,  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
      Company also serve as trustees of INVESCO Value Trust. In addition, all of
      the directors of the Company 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 Company also hold comparable  positions with INVESCO Value
      Trust.  Set  forth  below  is  information  with  respect  to  each of the
      Company'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 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


<PAGE>



      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.

            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


<PAGE>



      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.

            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  Funds'  Statement  of  Additional
Information  entitled "The Funds and Their  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 Company 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


<PAGE>


      compensation  from the Company 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 Company
      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  Company's  independent
      directors.

The date of this Supplement is May 1, 1996.



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