INVESCO BOND FUNDS INC, 485APOS, 1999-08-30

INVESCO BOND FUNDS INC
485APOS, 1999-08-30

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As filed on August 30, 1999 File No. 002-57151

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ____
Post-Effective Amendment No. 40 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 29 X

INVESCO BOND FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
------------
Copies to:
Ronald M. Feiman, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820
------------

Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.

It is proposed that this filing will become effective (check appropriate box)

____ immediately upon filing pursuant to paragraph (b)
____ on ______________, pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
X on October 29, 1999, pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
____ on ______________, pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

PROSPECTUS | October 31, 1999
- -------------------------------------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- -------------------------------------------------------------------------------

INVESCO BOND FUNDS, INC.

INVESCO HIGH YIELD FUND
INVESCO SELECT INCOME FUND
INVESCO TAX-FREE BOND FUND
INVESCO U.S. GOVERNMENT SECURITIES FUND

FOUR NO-LOAD MUTUAL FUNDS SEEKING A HIGH LEVEL OF CURRENT INCOME.

TABLE OF CONTENTS

Investment Goals And Strategies...................3
Fund Performance..................................5
Fees And Expenses.................................7
Investment Risks..................................9
Risks Associated With Particular Investments......9
Temporary Defensive Positions....................14
Portfolio Turnover...............................14
Fund Management..................................15
Portfolio Managers...............................16
Potential Rewards................................16
Share Price......................................16
How To Buy Shares................................17
Your Account Services............................20
How To Sell Shares...............................21
Taxes............................................24
Dividends And Capital Gain Distributions.........25
Financial Highlights.............................26

[INVESCO ICON]
INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is committing
a federal crime.

<PAGE>

THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] Investment Objectives & Strategies

[ARROW ICON] Potential Investment Risks

[GRAPH ICON] Past Performance & Potential Advantages

[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

FACTORS COMMON TO ALL THE FUNDS
INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Funds.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management and sale of the Funds.

The Funds attempt to provide you with a high level of current income through
investments in debt securities. High Yield, Select Income and U.S. Government
Securities Funds also seek capital appreciation. The Funds invest in bonds and
other debt securities, as well as in preferred stocks. Often, but not always,
when stock markets are up, debt markets are down and vice versa.

[ARROW ICON] Although the Funds are subject to a number of risks that could
affect their performance, their principal risk is interest rate risk -- that is,
the value of the securities in a portfolio will rise and fall due to changes in
interest rates. In general, as interest rates rise, the resale value of debt
securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.

Other principal risks involved in investing in the funds are interest rate,
credit, debt securities, foreign securities, duration, liquidity, counterparty
and lack of timely information risks. These risks are described and discussed
later in the Prospectus under the headings "Investment Risks" and "Risks
Associated With Particular Investments." An investment in a Fund is not a
deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation ("FDIC") or any other government agency. As with any other
mutual fund, there is always a risk that you can lose money on your investment
in a Fund.

[KEY ICON] INVESCO HIGH YIELD FUND

The Fund invests primarily in a diversified portfolio of high yield corporate
bonds, commonly known as "junk bonds," and preferred stocks with medium to lower
credit ratings. These investments generally offer higher rates of return, but
are riskier than investments in securities of issuers with higher credit
ratings.

<PAGE>

The rest of the Fund's assets are invested in securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, bank CDs, corporate
short-term notes and municipal obligations. Normally, at least 65% of the Fund's
total assets will be invested in debt securities maturing at least three years
after they are issued. There are no limitations on the maturities of the
securities held by the Fund, and the Fund's average maturity will vary as
INVESCO responds to changes in interest rates.

[KEY ICON] INVESCO SELECT INCOME FUND

The Fund invests primarily in bonds and marketable debt securities of
established companies. Normally, at least 50% of the Fund's assets are invested
in investment grade securities. While an investment grade rating does not
guarantee that a security will be profitable, such securities generally carry
less risk than securities that are not investment grade. No more than 50% of the
Fund's assets may consist of corporate bonds rated below investment grade ("junk
bonds").

The rest of the Fund's assets are invested in securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, bank CDs, and municipal
obligations. Normally, the Fund's total assets will be invested primarily in
debt securities maturing at least three years after they are issued. There are
no limitations on the maturities of the securities held by the Fund, and the
Fund's average maturity will vary as INVESCO responds to changes in interest
rates.

[KEY ICON] INVESCO TAX-FREE BOND FUND

The Fund invests primarily in municipal securities issued by state, county, and
city governments, including industrial development obligations and private
activity bonds which generally are not guaranteed by the governmental entity
that issues them. The interest on these securities is generally exempt from
federal income tax, although the interest may be included in your income if you
are subject to the federal alternative minimum tax. The interest on these
securities may be subject to state and/or local income taxes. These securities
include municipal notes, short-term municipal bonds, and variable rate debt
obligations. Municipal obligations may be purchased or sold on a delayed
delivery or a when-issued basis with settlement taking place in the future. The
Fund may purchase securities together with the right to resell them to the
seller at an agreed-upon price or yield within a specific time period prior to
the maturity date of the securities. This is commonly known as a "demand
feature" or a "put."

The rest of the Fund's investment portfolio may be invested in short-term
taxable instruments. These may include corporate debt securities, bank
obligations, commercial paper, U.S. government debt, and repurchase agreements.
The circumstances under which the Fund will invest in taxable securities include
but are not limited to: (a) pending investment of proceeds or sales of shares of
portfolio securities; (b) pending settlement of portfolio securities; and (c)
maintaining liquidity to meet the need for anticipated redemptions. We seek to
manage the Fund so that substantially all of the income produced is exempt from
federal income tax when paid to you, although we cannot guarantee this result.

<PAGE>

[KEY ICON] INVESCO U.S. GOVERNMENT SECURITIES FUND

The Fund invests primarily in debt securities issued or guaranteed by the U.S.
government or its agencies. Direct U.S. government obligations include Treasury
bonds, bills and notes, and are backed by the full faith and credit of the U.S.
Treasury. Federal agency securities are direct obligations of the issuing
agency, such as GNMA, FNMA and FHLMC, and may or may not be guaranteed by the
U.S. government. Treasury bills, notes, bonds and some agency securities are
exempt from state income tax.

In addition to U.S. government debt, the Fund may invest in bank CDs and
municipal obligations. Normally, the Fund's total assets will be invested
primarily in debt securities maturing at least three years after they are
issued. There are no limitations on the maturities of the securities held by the
Fund, and the Fund's average maturity will vary as INVESCO responds to changes
in interest rates.

[GRAPH ICON] FUND PERFORMANCE

The bar charts below show each Fund's actual yearly performance for the years
ended December 31 (commonly known as their "total return") over the past decade.
The table below shows average annual total return for various periods ended
December 31 for each Fund compared to the Merrill Lynch High Yield Master,
Lehman Government/Corporate Bond, Lehman Municipal Bond and Lehman Government
Long Bond Indexes. The information in the charts and table illustrates the
variability of each Fund's return and how its performance compared to a broad
measure of market performance. Remember, past performance does not indicate how
a Fund will perform in the future.(1)

--------------------------------------------------------------------
Actual Annual Total Return(2)(3) Actual Annual Total Return(2)(3)
--------------------------------------------------------------------
Best Calendar Qtr. Best Calendar Qtr.
Worst Calendar Qtr. Worst Calendar Qtr.
--------------------------------------------------------------------

<PAGE>

- -------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(2),(3)
AS OF 12/31/98
- -------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
- -------------------------------------------------------------------------
High Yield Fund ____% ____% ____%
Select Income Fund ____% ____% ____%
Tax-Free Bond Fund ____% ____% ____%
U.S. Government Securities Fund ____% ____% ____%
Merrill Lynch High Yield Master Index(1) ____% ____% ____%
Lehman Government/Corporate Bond Index(1) ____% ____% ____%
Lehman Municipal Bond Index(1) ____% ____% ____%
Lehman Governmant Long Bond Index(1) ____% ____% ____%

(1) The Merrill Lynch High Yield Master Index, Lehman Government/Corporate Bond
Index, Lehman Municipal Bond Index and Lehman Government Long Bond Index are
unmanaged indexes indicative of the high yield bond, broad domestic
fixed-income, municipal government bond and longer-term government bond markets.
Please keep in mind that the indexes do not pay brokerage, management,
administrative or distribution expenses, all of which are paid by the Funds and
are reflected in their annual returns.

(2) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

(3) Year-to-date return for High Yield Fund, Select Income Fund, Tax-Free Bond
Fund and U.S. Government Securities Fund were ____%, ____%, ____% and ____%,
respectively, for the quarter ended September 30, 1999.

<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds:

HIGH YIELD FUND

Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Other Distributions None
Redemption Fee (as a percentage of amount redeemed) 2.00%*
Exchange Fee None
Maximum Account Fee None

* High Yield Fund retains a fee to offset transaction costs and other
expenses associated with short-term redemptions and exchanges from the
Fund. A 2% fee shall be imposed on redemptions or exchanges of shares held
three months or less. This fee may be waived at INVESCO's discretion.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

HIGH YIELD FUND
Management Fees ___%
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3) ___%
Total Annual Fund Operating Expenses(2)(3)(4) ___%

SELECT INCOME FUND
Management Fees ___%
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses (2)(3) ___%
Total Annual Fund Operating Expenses(2)(3)(4) ___%

TAX-FREE BOND FUND
Management Fees ___%
Distribution and Service (12b-1) Fees(1) 0.25%
Other Expenses(2)(3) ___%
Total Annual Fund Operating Expenses(2)(3)(4) ___%

U.S. GOVERNMENT SECURITIES FUND
Management Fee ___%
Distribution and Services (12b-1) Fees (1) 0.25%
Other Expenses(2)(3) ___%
Total Annual Fund Operating Expenses(2)(3)(4) ___%

<PAGE>

(1) Because the Funds pay 12b-1 distribution fees which are based upon
each Fund's assets, if you own shares of a Fund for a long period of
time, you 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.

(2) Each Fund's actual Total Annual Fund Operating Expenses were lower
than the figures shown, because their transfer agent fees and/or
custodian fees were reduced under expense offset arrangements.

(3) The expense information presented in the table has been restated to
reflect a change in the administrative services fee.

(4) Certain expenses of each Fund are being absorbed voluntarily by
INVESCO pursuant to a commitment to the Funds. After absorption,
Select Income Fund's "Other Expenses" and "Total Annual Fund Operating
Expenses" were ____% and ____%, respectively, Tax-Free Bond Fund's "
Other Expenses" and "Total Annual Fund Operating Expenses" were ____%
and ____%, respectively and U.S. Government Securities Fund's "Other
Expenses" and " Total Annnual Fund Operating Expenses" were ___% and
____%, respectively.

INVESCO has voluntarily agreed to absorb certain expenses of the Funds, so that
each Fund's total operating expenses (excluding excess amounts that have been
offset by the expense offset arrangements described above) do not exceed 1.25%,
1.05%, 0.90%, and 1.00%, respectively, of High Yield, Select Income, Tax-Free
Bond and U.S. Government Securities Funds' average net assets. This commitment
may be changed at any time following consultation with the board of directors.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Funds
to the cost of investing in other mutual funds.

The Example assumes that you invested $10,000 in a Fund for the time periods
indicated and redeemed all of your shares at the end of each period. The Example
also assumes that your investment had a hypothetical 5% return each year, and
assumes that a Fund's expenses remained the same. Although a Fund's actual costs
and performance may be higher or lower, based on these assumptions your costs
would have been:

1 year 3 years 5 years 10 years

High Yield Fund $___ $___ $___ $____
Select Income Fund $___ $___ $___ $____
Tax-Free Bond Fund $___ $___ $___ $____
U.S. Government Securities Fund $___ $___ $___ $____

<PAGE>

[ARROW ICON] INVESTMENT RISKS

BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable before you
invest. The principal risks of investing in any mutual fund, including these
Funds, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs or
savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its performance, nor
assure you that the market value of your investment will increase. You may lose
the money you invest, and the Funds will not reimburse you for any of these
losses.

VOLATILITY. The price of your mutual fund shares will increase or decrease with
changes in the value of a Fund's underlying investments and changes in the
equity markets as a whole.

NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Funds are designed to be only a part
of your personal investment plan.

YEAR 2000. Many computer systems in use today may not be able to recognize any
date after December 31, 1999. If these systems are not fixed by that date, it is
possible that they could generate erroneous information or fail altogether.
INVESCO has committed substantial resources in an effort to make sure that its
own major computer systems will continue to function on and after January 1,
2000. Of course, INVESCO cannot fix systems that are beyond its control. If
INVESCO's own systems, or the systems of third parties upon which it relies, do
not perform properly after December 31, 1999, the Funds could be adversely
affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000. For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties. Individual issuers may incur increased costs in
making their own systems Year 2000 compliant. The combination of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally believed that foreign issuers, particularly those in emerging and
other markets, may be more vulnerable to Year 2000 problems than issuers in the
U.S.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

You should consider the special factors associated with the policies discussed
below in determining the appropriateness of investing in a Fund. See the
Statement of Additional Information for a discussion of additional risk factors.

<PAGE>

INTEREST RATE RISK

Changes in interest rates will affect the resale value of debt securities held
in a Fund's portfolio. In general, as interest rates rise, the resale value of
debt securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.

CREDIT RISK

The Funds invest in debt instruments, such as notes, bonds and commercial paper.
There is a possibility that the issuers of these instruments will be unable to
meet interest payments or repay principal. Changes in the financial strength of
an issuer may reduce the credit rating of its debt instruments and may affect
their value.

DEBT SECURITIES RISKS

Debt securities include bonds, notes and other securities that give the holder
the right to receive fixed amounts of principal, interest, or both on a date in
the future or on demand. Debt securities also are often referred to as fixed
income securities, even if the rate of interest varies over the life of the
security.

Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful but not certain guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the rating service assigns to the security. To compensate investors for
accepting that greater risk, lower-rated securities tend to offer higher
interest rates. Lower-rated debt securities are often referred to as "junk
bonds." A debt security is considered lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.

Lower-rated and non-rated debt securities of comparable quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be considered speculative. Junk bonds are perceived by independent
rating agencies as having a greater risk that their issuers will not be able to
pay the interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted bond
would likely drop, and a Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.

In addition to poor individual company performance in the marketplace or in its
internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt securities to experience increased financial
problems which could hurt their ability to pay principal and interest
obligations, to meet projected business goals, and to obtain additional
financing. These conditions more severely impact issuers of lower-rated debt
securities. The market for lower-rated straight debt securities may not be as
liquid as the market for higher-rated straight debt securities. Therefore,
INVESCO attempts to limit purchases of lower-rated securities to securities
having an established secondary market.

<PAGE>

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B and CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. High Yield and Select
Income Funds may invest up to 25% of their assets in foreign debt securities,
provided that all such securities are denominated and pay interest in U.S.
dollars (such as Eurobonds and Yankee bonds).

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of a Fund's investment in a security
valued in the foreign currency, or based on that currency value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a security.
In foreign countries, securities markets that are less regulated than those
in the U.S. may permit trading practices that are not allowed in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999, adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time these currencies will disappear entirely. Other
European countries may adopt the euro in the future.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Funds.

EMU countries, as a single market, may affect future investment decisions
of the Funds. As the euro is implemented, there may be changes in the
relative strength and value of the U.S. dollar and other major currencies,
as well as possible adverse tax consequences. The euro transition by EMU
countries - present and future - may affect the fiscal and monetary levels
of those participating countries. There may be increased levels of price
competition among business firms within EMU countries and between
businesses in EMU and non-EMU countries. The outcome of these uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.

DURATION RISK

Duration is a measure of a debt security's sensitivity to interest rate changes.
Duration is usually expressed in terms of years, with longer durations usually
more sensitive to interest rate fluctuations.

<PAGE>

LIQUIDITY RISK

A Fund's portfolio is liquid if the Fund is able to sell the securities it owns
at a fair price within a reasonable time. Liquidity is generally related to the
market trading volume for a particular security. Investments in smaller
companies or in foreign companies or companies in emerging markets are subject
to a variety of risks, including potential lack of liquidity.

COUNTERPARTY RISK

This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in the transaction
will not fulfill its contractual obligation to complete the transaction with a
Fund.

LACK OF TIMELY INFORMATION RISK

Timely information about a security or its issuer may be unavailable, incomplete
or inaccurate. This risk is more common to securities issued by foreign
companies and companies in emerging markets than it is to the securities of
U.S.-based companies.

The Funds generally invest in debt securities. However, in an effort to
diversify their holdings and provide some protection against the risk of other
investments, the Funds also may invest in other types of securities and other
financial instruments, as indicated in the chart below. These investments, which
at any given time may constitute a significant portion of a Fund's portfolio,
have their own risks.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
U.S.
HIGH SELECT TAX-FREE GOVERNMENT
INVESTMENT RISKS YIELD INCOME BOND SECURITIES
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMERICAN DEPOSITORY
RECEIPTS (ADRS)
These are securities Market, Information, X X
issued by U.S. banks that Political, Regulatory,
represent shares of Diplomatic,Liquidity and
foreign corporations held Currency Risks
by those banks. Although
traded in U.S. securities
markets and valued in U.S.
dollars, ADRs carry most
of the risks of investing
directly in foreign
securities.
- --------------------------------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by Market, Credit, X X X X
private companies or Interest Rate
governments representing and Duration Risks
an obligation to pay
interest and to repay
principal when the security
matures.
- --------------------------------------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------------------------------------
U.S.
HIGH SELECT TAX-FREE GOVERNMENT
INVESTMENT RISKS YIELD INCOME BOND SECURITIES
- --------------------------------------------------------------------------------------------------------------
EUROBONDS AND YANKEE
BONDS
Bonds issued by Market, Information, X X
foreign banches of Currency, Political,
U.S. banks ("Euro- Diplomatic, Regulatory,
bonds) and bonds Liquidity, Credit,
issued by a U.S. Interest Rate and
branch of a foreign Duration Risks
bank and sold in the
United States ("Yankee
bonds"). These bonds
are bought and sold in
U.S. dollars, but
generally carry with
them the same risks as
investing in foreign
securities.
- --------------------------------------------------------------------------------------------------------------
JUNK BONDS
Debt securities that Market, Credit, X X X
are rated BB or lower Interest Rate and
by S&P or Ba or lower Duration Risks
by Moody's. Tend to
pay higher interest
rates than
higher-rated debt
securities, but carry
a higher credit risk.
- --------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which Credit and X X X X
the seller of a Counterparty
security agrees to buy Risks
it back at an
agreed-upon price and
time in the future.
- --------------------------------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are Liquidity X X X X
not registered, but Risk
which are bought and
sold solely by
institutional
investors. These may
include debt
securities, and if so,
will have the
characteristics of
debt securities listed
above. The Fund
considers many Rule
144A securities to be
"liquid," although the
market for such
securities typically
is less active than
the public securities
markets.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of a Fund by investing in securities that are
highly liquid such as high quality money market instruments, like short-term
U.S. government obligations, commercial paper or repurchase agreements. We have
the right to invest up to 100% of a Fund's assets in these securities, although
we are unlikely to do so. Even though the securities purchased for defensive
purposes often are considered the equivalent of cash, they also have their own
risks. Investments that are highly liquid or comparatively safe tend to offer
lower returns. Therefore, a Fund's performance could be comparatively lower if
it concentrates in defensive holdings.

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Funds' portfolios. Therefore, the Funds may
have a higher portfolio turnover rate compared to many other mutual funds. The
Funds' portfolio turnover rates for the year ended August 31, 1999 were:

INVESCO High Yield Fund ____%
INVESCO Select Income Fund ____%
INVESCO Tax-Free Bond Fund* ____%
INVESCO U.S. Government ____%
Securities Fund

*Annualized

A portfolio turnover rate of 200%, for example, is equivalent to a Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turn- over rate may result in higher brokerage
commissions and taxable capital gain distributions to a Fund's shareholders.

<PAGE>

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $296 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $_____
billion for more than _______ shareholders of 42 INVESCO mutual funds. INVESCO
performs a wide variety of other services for the Funds, including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the
Funds' distributor and is responsible for the sale of the Funds' shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fees the Funds paid to INVESCO for its advisory
services in the fiscal year ended August 31, 1999:

- --------------------------------------------------------------------------------
ADVISORY FEE AS A PERCENTAGE OF
FUND AVERAGE ANNUAL ASSETS UNDER MANAGEMENT
- --------------------------------------------------------------------------------
INVESCO High Yield Fund _____%
INVESCO Select Income Fund _____%
INVESCO Tax-Free Bond Fund _____%
INVESCO U.S. Government Securities Fund _____%
- -------------------------------------------------------------------------------

<PAGE>

[INVESCO ICON] PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of each Fund's portfolio holdings:

FUND PORTFOLIO MANAGER(S)
High Yield Donovan J. (Jerry) Paul
Select Income Donovan J. (Jerry) Paul
Tax-Free Bond Dawn Daggy-Mangerson
U.S. Government Securities Richard R. Hinderlie

DONOVAN J. (JERRY) PAUL, Director of Fixed-Income Investments, is the portfolio
manager of High Yield and Select Income Funds and a senior vice president of
INVESCO. Jerry also manages the fixed-income investments for other INVESCO
funds. He is a Chartered Financial Analyst and a Certified Public Accountant.
Before joining INVESCO in 1994, he was with Stein, Roe & Farnham, Inc. and
Quixote Investment Management. Jerry received his M.B.A. from the University of
Northern Iowa and his B.B.A. from the University of Iowa.

RICHARD R. HINDERLIE is the portfolio manager of U.S. Government Securities Fund
and is a vice president of INVESCO. Before joining INVESCO in 1993, he was with
Bank Western. Dick received his M.B.A. from Arizona State University and his
B.A. in Economics from Pacific Lutheran University.

DAWN DAGGY-MANGERSON is the portfolio manager of Tax-Free Bond Fund and a vice
president of INVESCO. Before joining INVESCO in 1998, she was with
NationsBank/Tradestreet Investment Associates, Inc., Boatmen's Trust Company,
Stein Roe & Farnham and E.F. Hutton & Co. She received her B.S. in Commerce with
a concentration in Finance from DePaul University.

Dick Hinderlie and Dawn Daggy-Mangerson are each members of the INVESCO
Fixed-Income Team, which is led by Jerry Paul.

[INVESCO ICON] POTENTIAL REWARDS

NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR SHORT-TERM TRADING PURPOSES.

The Funds offer shareholders the opportunity for current income. Like most
mutual funds, each Fund seeks to provide higher returns than the market or its
competitors, but cannot guarantee that performance. Each Fund seeks to minimize
risk by investing in debt securities of a variety of issuers.

SUITABILITY FOR INVESTORS

Only you can determine if an investment in a Fund is right for you based upon
your own economic situation, the risk level with which you are comfortable and
other factors. In general, the Funds are most suitable for investors who:
o are willing to grow their capital over the long-term (at least five
years).

o understand that shares of a Fund can, and likely will, have daily
price fluctuations.

<PAGE>
o are investing in tax-deferred retirement accounts, such as Traditional
and Roth Individual Retirement Accounts ("IRAs"), as well as
employer-sponsored qualified retirement plans, including 401(k)s and
403(b)s, all of which have longer investment horizons.

You probably do not want to invest in the Funds if you are:
o primarily seeking high rates of capital appreciation or total return.
o unwilling to accept potentially daily changes in the price of Fund
shares.
o speculating on short-term fluctuations in the securities markets.

[INVESCO ICON] SHARE PRICE

CCURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in each Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of trading on that exchange (normally
4:00 p.m. Eastern time). Therefore, shares of the Funds are not priced on days
when the NYSE is closed, which generally is on weekends and national holidays in
the U.S.

NAV is calculated by adding together the current market price of all of a Fund's
investments and other assets, including accrued interest and dividends;
subtracting the Fund's debts, including accrued expenses; and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or exchange shares of a Fund. Your instructions must be received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV. If INVESCO hears from you after that time, your instructions will be
processed at the NAV calculated at the end of the next day that the NYSE is
open.

Foreign securities exchanges, which set the prices for foreign securities held
by the Funds, are not always open the same days as the NYSE, and may be open for
business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
would not calculate NAV on Thanksgiving Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign exchanges
could result in changes in the value of investments held by a Fund on that day.

[INVESCO ICON] HOW TO BUY SHARES

TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.

The following chart shows several convenient ways to invest in the Funds. There
is no charge to invest directly through INVESCO. With regard to all Funds,
except High Yield Fund, there is no charge to exchange or redeem shares when you
make transactions directly through INVESCO. However, with respect to High Yield
Fund, upon a redemption or an exchange of shares held three months or less
(other than shares acquired through reinvestment of dividends or other

<PAGE>

distributions), a fee of 2% of the current net asset value of the shares being
exchanged will be assessed and retained by that Fund for the benefit of the
remaining shareholders. If you invest in a Fund through a securities broker, you
may be charged a commission or transaction fee for either purchases or sales of
Fund shares. For all new accounts, please send a completed application form, and
specify the fund or funds you wish to purchase.

INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion, if it determines this action is
in the best interests of that Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.

MINIMUM INITIAL INVESTMENT. $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans, including IRAs.

MINIMUM SUBSEQUENT INVESTMENT. $50 (Minimums are lower for certain retirement
plans.)

EXCHANGE POLICY. You may exchange your shares in any of the Funds for those in
another INVESCO mutual fund on the basis of their respective NAVs at the time of
the exchange.

FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.

Before making any exchange, be sure to review the prospectuses of the funds
involved and consider the differences between the funds. Also, be certain that
you qualify to purchase certain classes of shares in the new fund. An exchange
is the sale of shares from one fund immediately followed by the purchase of
shares in another. Therefore, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless, of course, you or your
account qualifies as tax-deferred under the Internal Revenue Code). If the
shares of the fund you are selling have gone up in value since you bought them,
the sale portion of an exchange may result in taxable income to you.

We have the following policies governing exchanges:

o Both fund accounts involved in the exchange must be registered in
exactly the same name(s) and Social Security or federal tax I.D.
number(s).
o You may make up to four exchanges out of each Fund per year.
o Each Fund reserves the right to reject any exchange request, or to
modify or terminate the exchange policy, if it is in the best
interests of the Fund and its shareholders. Notice of all such
modifications or termination that affect all shareholders of the Fund
will be given at least 60 days prior to the effective date of the
change, except in unusual instances, including a suspension of
redemption of the exchanged security under Section 22(e) of the
Investment Company Act of 1940.

In addition, the ability to exchange may be temporarily suspended at any time
that sales of the Fund into which you wish to exchange are temporarily stopped.

REDEMPTION FEE (HIGH YIELD FUND ONLY). If you exchange shares of High Yield Fund
after holding them three months or less (other than shares acquired through
reinvestment of dividends or other distributions), a fee of 2% of the current
net asset value of the shares being exchanged will be assessed and retained by

<PAGE>

the Fund for the benefit of the remaining shareholders. This fee is intended to
encourage long-term investment in High Yield Fund, to avoid transaction and
other expenses caused by early redemptions, and to facilitate portfolio
management. This fee may be waived at INVESCO's discretion. This fee is not a
deferred sales charge, is not a commission paid to INVESCO and does not benefit
INVESCO in any way. The fee applies to redemptions from the Fund and exchanges
into any of the other no-load mutual funds which are also advised by INVESCO and
distributed by IDI. High Yield Fund will use the "first-in, first-out" method to
determine your holding period. Under this method, the date of redemption or
exchange will be compared with the earliest purchase date of shares held in your
account. If your holding period is less than three months, the
redemption/exchange fee will be assessed on the current net asset value of those
shares.

Please remember that if you pay by check or wire and your funds do not clear,
you will be responsible for any related loss to a Fund or INVESCO. If you are
already an INVESCO funds shareholder, the Fund may seek reimbursement for any
loss from your existing account(s).

<TABLE>
<CAPTION>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK $1,000 for regular accounts;
Mail to: $250 for an IRA; $50
INVESCO Funds Group, Inc., minimum for each subsequent
P.O. Box 173706, investment.
Denver, CO 80217-3706.
You may send your check
by overnight courier to:
7800 E. Union Ave.
Denver, CO 80237.
- ------------------------------------------------------------------------------------------------------------
BY TELEPHONE OR WIRE $1,000 Payment must be received within 3
Call 1-800-525-8085 to request business days, or the transaction
your purchase. Then send your may be cancelled.
check by overnight courier to our
street address: 7800 E. Union Ave.,
Denver, CO 80237. Or you may
send your payment by
bank wire (call INVESCO for
instructions).
- ------------------------------------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward your bank
Call 1-800-525-8085 to request your account information to
purchase. INVESCO will move money INVESCO prior to using this
from your designated bank/credit option.
union checking or savings account
in order to purchase shares, upon
your telephone instructions,
whenever you wish.

<PAGE>

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- ------------------------------------------------------------------------------------------------------------
REGULAR INVESTING WITH EASIVEST $50 per month for EasiVest; Like all regular investment
OR DIRECT PAYROLL PURCHASE $50 per pay period for Direct plans, neither EasiVest nor
You may enroll on your fund Payroll Purchase. You may Direct Payroll Purchase ensures
application, or call us for a start or stop your regular a profit or protects against loss
separate form and more details. investment plan at anytime, in a falling market. Because
Investing the same amount on a with two weeks' notice to you'll invest continually,
monthly basis allows you to buy INVESCO. regardless of varying price
more shares when prices are low levels, consider your financial
and fewer shares when prices are ability to keep buying through
high. This "dollar cost averaging" low price levels. And remember
may help offset market fluctuations. that you will lose money if you
Over a period of time, your average redeem your shares when the
cost per share may be less than market value of all your shares
the actual average value per share. is less than their cost.
- ------------------------------------------------------------------------------------------------------------
BY PAL(R) $1,000 (The exchange Be sure to write down the
Your "Personal Account Line" is minimum is $250 for confirmation number provided by
available for subsequent purchases subsequent purchases PAL(R). Payment must be received
and exchanges 24 hours a day. requested by telephone.) within 3 business days, or the
Simply call 1-800-525-8085. transaction may be cancelled.
- ------------------------------------------------------------------------------------------------------------
BY EXCHANGE $1,000 to open a new See "Exchange Policy."
Between two INVESCO funds. Call account; $50 for written
1-800-525-8085 for prospectuses of requests to purchase
other INVESCO funds. Exchanges additional shares for an
may be made by phone or at our existing account. (The
Web site at www.invesco.com. You exchange minimum is $250
may also establish an automatic for exchanges requested by
monthly exchange service between telephone.)
two INVESCO funds; call us for
further details and the correct
form.
</TABLE>

DISTRIBUTION EXPENSES. We have adopted a Plan and Agreement of Distribution
(commonly known as a "12b-1 Plan") for the Funds. The 12b-1 fees paid by each
Fund are used to defray all or part of the cost of preparing and distributing
prospectuses and promotional materials, as well as to pay for certain
distribution-related and other services. These services include compensation to
third party brokers, financial advisers and financial services companies that
sell Fund shares and/or service shareholder accounts.

Under the Plan, each Fund's payments are limited to an amount computed at an
annual rate of 0.25% of the Fund's average net assets. If distribution expenses
for a Fund exceed these computed amounts, INVESCO pays the difference.

[INVESCO ICON] YOUR ACCOUNT SERVICES

INVESCO PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY,
SELL OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUND.

SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which contains your
current Fund holdings. The Funds do not issue share certificates.

QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a written
statement which consolidates and summarizes account activity and value at the
beginning and end of the period for each of your INVESCO funds.

<PAGE>

TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases, exchanges and sales. If you choose certain recurring transaction
plans (for instance, EasiVest), your transactions are confirmed on your
quarterly Investment Summaries.

TELEPHONE TRANSACTIONS. You may buy, exchange and sell Fund shares by telephone,
unless you specifically decline these privileges when you fill out the INVESCO
new account application.

YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR
TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.

Unless you decline the telephone transaction privileges, when you fill out and
sign the new account Application, a Telephone Transaction Authorization Form, or
use your telephone transaction privileges, you lose certain rights if someone
gives fraudulent or unauthorized instructions to INVESCO that result in a loss
to you. In general, if INVESCO has followed reasonable procedures, such as
recording telephone instructions and sending written transaction confirmations,
INVESCO is not liable for following telephone instructions that it believes to
be genuine. Therefore, you have the risk of loss due to unauthorized or
fraudulent instructions.

IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for information and forms to establish or transfer your existing
retirement plan or account.

[INVESCO ICON] HOW TO SELL SHARES

TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.

The following chart shows several convenient ways to sell your Fund shares.
Shares of the Funds may be sold at any time at the next NAV calculated after
your request to sell in proper form is received by INVESCO. Depending on Fund
performance, the NAV at the time you sell your shares may be more or less than
the price you paid to purchase your shares.

If you own shares in more than one INVESCO fund, please specify the fund whose
shares you wish to sell. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.

While INVESCO attempts to process telephone redemptions promptly, there may be
times - particularly in periods of severe economic or market disruption - when
you may experience delays in redeeming shares by phone.

INVESCO usually mails you the proceeds from the sale of Fund shares within seven
days after we receive your request to sell in proper form. However, payment may
be postponed under unusual circumstances -- for instance, if normal trading is
not taking place on the NYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares were purchased
by a check which has not yet cleared, payment will be made promptly when your
purchase check does clear; that can take up to 15 days.

<PAGE>

If you participate in EasiVest, the Funds' automatic monthly investment program,
and sell all of the shares in your account, we will not make any additional
EasiVest purchases unless you give us other instructions.

Because of the Funds' expense structure, it costs as much to handle a small
account as it does to handle a large one. If the value of your account in any
Fund falls below $250 as a result of your actions (for example, sale of your
Fund shares), each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to $250
or more.

REDEMPTION FEE (HIGH YIELD FUND ONLY). If you exchange or redeem shares of High
Yield Fund after holding them three months or less (other than shares acquired
through reinvestment of dividends or other distributions), a fee of 2% of the
current net asset value of the shares being exchanged or redeemed will be
assessed and retained by the Fund for the benefit of the remaining shareholders.
This fee is intended to encourage long-term investment in High Yield Fund, to
avoid transaction and other expenses caused by early redemptions, and to
facilitate portfolio management. This fee may be waived at the discretion of
INVESCO. This fee is not a deferred sales charge, is not a commission paid to
INVESCO, and does not benefit INVESCO in any way. The fee applies to redemptions
from High Yield Fund and exchanges into any of the other no-load mutual funds
which are also advised by INVESCO and distributed by IDI. High Yield Fund will
use the "first-in, first-out" method to determine your holding period. Under
this method, the date of redemption or exchange will be compared with the
earliest purchase date of shares held in your account. If your holding period is
less than three months, the redemption/ exchange fee will be assessed on the
current net asset value of those shares.

<PAGE>
- --------------------------------------------------------------------------------
METHOD MINIMUM REDEMPTION PLEASE REMEMBER
- --------------------------------------------------------------------------------
BY TELEPHONE $250 (or, if less, full INVESCO's telephone
Call us toll-free at: liquidation of the redemption privileges may
1-800-525-8085. account) for a redemption be modified or terminated
check; $1,000 for a wire in the future at INVESCO's
to your bank of record. discretion.
The maximum amount which
may be redeemed by
telephone is generally
$25,000.
- --------------------------------------------------------------------------------
IN WRITING Any amount. The redemption request
Mail your request to must be signed by all
INVESCO Funds Group, Inc., registered account owners.
P.O. Box 173706, Denver, Payment will be mailed to
CO 80217-3706. You may your address as it appears
also send your request by on INVESCO's records, or
overnight courier to 7800 to a bank designated by
E. Union Ave., you in writing.
Denver, CO 80237.
- --------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $50 You must forward your
Call 1-800-525-8085 bank account information
to request your to INVESCO prior to using
redemption. INVESCO this option.
will automatically
pay the proceeds into
your designated bank
account.
- --------------------------------------------------------------------------------
BY EXCHANGE $250 for exchanges See "Exchange Policy."
Between two INVESCO funds. requested by telephone. When opening a new
Call account, investment
1-800-525-8085 for minimums apply.
prospectuses of other
INVESCO funds. Exchanges
may be made by phone or at
our Web site at
www.invesco.com. You may
also establish an
automatic monthly exchange
service between two
INVESCO funds; call us for
further details and the
correct form.
- --------------------------------------------------------------------------------
PERIODIC WITHDRAWAL PLAN $100 per payment on a You must have at least
You may call us to request monthly or quarterly $10,000 total invested
the appropriate form and basis. The redemption with the INVESCO funds
more information at check may be made payable with at least $5,000 of
1-800-525-8085. to any party you that total invested in the
designate. fund from which
withdrawals will be made.
- --------------------------------------------------------------------------------
PAYMENT TO THIRD PARTY Any amount. All registered account
Mail your request to owners must
INVESCO Funds Group, Inc., sign the request, with
P.O. Box 173706, signature guarantees from
Denver, CO 80217-3706. an eligible guarantor
financial institution,
such as a commercial bank
or a recognized national or
regional securities firm.

<PAGE>

[GRAPH ICON] TAXES

TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER.

Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.

Each Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of each Fund's shares that you own. These
distributions are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and each Fund's qualification as a
regulated investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes. Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.

However, unless you are (or your account is) exempt from income taxes, you must
include all dividends and capital gain distributions paid to you by a Fund in
your taxable income for federal, state and local income tax purposes. You also
may realize capital gains or losses when you sell shares of a Fund at more or
less than the price you originally paid. An exchange is treated as a sale, and
is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
distributing Fund(s) or other INVESCO funds.

If you have not provided INVESCO with complete, correct tax information, a Fund
is required by law to withhold 31% of your distributions and any money that you
receive from the sale of shares of the Fund as a backup withholding tax.

We will provide you with detailed information every year about your dividends
and capital gain distributions. Depending on the activity in your individual
account, we may also be able to assist with cost basis figures for shares you
sell.

<PAGE>

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN
ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT ACCOUNTS).
TAX-EXEMPT ACCOUNTS).

The Funds earn ordinary or investment income from dividends and interest on
their investments. The Funds expect to distribute substantially all of this
investment income, less Fund expenses, to shareholders. Dividends from net
investment income are declared daily and paid monthly at the discretion of the
Company's board of directors.

A Fund also realizes capital gains and losses when it sells securities in its
portfolio for more or less than it had paid for them. If total gains on sales
exceed total losses (including losses carried forward from previous years), a
Fund has a net realized capital gain. Net realized capital gains, if any, are
distributed to shareholders at least annually, usually in December.

Under present federal income tax laws, capital gains may be taxable at different
rates, depending on how long a Fund has held the underlying investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income. Long-term capital gains which are derived
from the sale of assets held for more than one year are taxed at the maximum
capital gains rate, currently 20% for individuals.

Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a
distribution, you may wind up "buying a dividend." This means that if the Fund
makes a dividend or capital gain distribution shortly after you buy, you will
receive some of your investment back as a taxable distribution. Most
shareholders want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually considered a "wash sale" and you
will not be able to claim a tax loss.

Dividends and capital gain distributions paid by each Fund are automatically
reinvested in additional Fund shares at the NAV on the ex-dividend date, unless
you choose to have them automatically reinvested in another INVESCO fund or paid
to you by check or electronic funds transfer. If you choose to be paid by check,
the minimum amount of the check must be at least $10; amounts less than that
will be automatically reinvested. Dividends and other distributions, whether
received in cash or reinvested in additional Fund shares, may be subject to
federal income tax.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand a Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Funds share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in the Fund (assuming reinvestment
of all dividends and distributions). This following information has been audited
by PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the financial statements, are included in the INVESCO Bond Funds, Inc.'s 1999
Annual Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information and is available without charge by
contacting IDI at the address or telephone number on the back cover of this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HIGH YIELD FUND 1999 1998 1997 1996 1995
PER SHARE DATA
Net Asset Value-Beginning of Period $7.45 $6.84 $6.73 $6.73
- ----------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.64 0.62 0.63 0.66
Net Gains on Securities
(Both Realized and Unrealized) (0.29) 0.64 0.11 0.03
- ----------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.35 1.26 0.74 0.60
- ----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment 0.64 0.62 0.63 0.66
Income(a)
Distributions from Capital Gains 0.40 0.03 0.00 0.00
In Excess of Capital Gains 0.00 0.00 0.00 0.03
- ----------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 1.04 0.65 0.63 0.69
- ----------------------------------------------------------------------------------------------------------
Net Asset Value -- End of Period $6.76 $7.45 $6.84 $6.73
==========================================================================================================

TOTAL RETURN 4.44% 19.27% 11.38% 11.12%

RATIOS
Net Assets -- End of Period $641,394 $470,965 $375,201 $288,959
($000 Omitted)
Ratio of Expenses to Average 0.86%(c) 1.00%(c) 0.99%(c) 1.00%
Net Assets(b)
Ratio of Net Investment Income 8.72% 8.71% 9.13% 10.01%
to Average Net Assets(b)
Portfolio Turnover Rate 282% 129% 266% 201%

<FN>
(a) Distributions in excess of net investment income for the year ended August 31, 1996, aggregated
less than $0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the years ended August
31, 1996and 1995. If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 0.99% and 1.07%, respectively, and ratio of net investment
income to average net assets would have been 9.13% and 9.94%, respectively.
(c) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by Investment Adviser,
which is before any expense offset arrangements.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SELECT INCOME FUND 1999 1998 1997 1996 1995
PER SHARE DATA
Net Asset Value -- Beginning of Period $6.66 $6.35 $6.54 $6.18
- ----------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.43 0.45 0.47 0.47
Net Gains on Securities
(Both Realized and Unrealized) 0.19 0.34 (0.17) 0.36
- ----------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.62 0.79 0.30 0.83
- ----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net 0.43 0.45 0.46 0.47
Investment Income
In Excess of Net Investment 0.00 0.00 0.01 0.00
Income(a)
Distributions from Capital 0.17 0.03 0.02 0.00
Gains
In Excess of Capital Gains 0.00 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.60 0.48 0.49 0.47
- ----------------------------------------------------------------------------------------------------------
Net Asset Value -- End of Period $6.68 $6.66 $6.35 $6.54
==========================================================================================================

TOTAL RETURN 9.58% 12.89% 4.78% 14.01%

RATIOS
Net Assets -- End of Period $502,624 $287,618 $258,093 $216,597
($000 Omitted)
Ratio of Expenses to
Average Net Assets(b) 1.06%(c) 1.03%(c) 1.01%(c) 1.00%
Ratio of Net Investment Income 6.36% 6.98% 7.14% 7.38%
to Average Net Assets(b)
Portfolio Turnover Rate 140% 263% 210% 181%

<FN>
(a) Distributions in excess of net investment income for the year ended August 31, 1995, aggregated
less than $0.01 on a per share basis.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the years ended August
31, 1998, 1997, 1996 and 1995. If such expenses had not been voluntarily absorbed, ratio of
expenses to average net assets would have been 1.10%, 1.21%, 1.16% and 1.22%, respectively, and
ratio of net investment income to average net assets would have been 6.32%, 6.80%, 6.99% and
7.16%, respectively.
(c) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by Investment Adviser,
which is before any expense offset arrangements.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED
AUGUST 31 YEAR ENDED JUNE 30
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TAX-FREE BOND FUND 1999(a) 1998 1997 1996 1995
PER SHARE DATA
Net Asset Value-Beginning of Period $15.34 $15.20 $15.07 $15.29
- ----------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.63 0.66 0.73 0.80
Net Gains on Securities
(Both Realized and Unrealized) 0.40 0.38 0.32 0.09
- ----------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.03 1.04 1.05 0.89
- ----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment 0.63 0.66 0.73 0.80
Income
In Excess of Net Investment 0.00 0.01 0.00 0.00
Income
Distributions from Capital Gains 0.17 0.23 0.19 0.31
- ----------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.80 0.90 0.92 1.11
- ----------------------------------------------------------------------------------------------------------
Net Asset Value -- End of Period $15.57 $15.34 $15.20 $15.07
==========================================================================================================

TOTAL RETURN 6.87% 7.05% 7.01% 6.16%

RATIOS
Net Assets - End of Period
($000 Omitted) $211,471 $220,410 $250,890 $254,584
Ratio of Expenses to
Average Net Assets(b) 0.91%(c) 0.90%(c) 0.91%(c) 0.92%
Ratio of Net Investment Income
to Average Net Assets(b) 4.06% 4.36% 4.76% 5.31%
Portfolio Turnover Rate 173% 123% 146% 99%

<FN>
(a) From July 1, 1999 to August 31, 1999, the Fund's new fiscal year end.
(b) Various expenses of the Fund were voluntarily absorbed by INVESCO for the years ended June 30,
1998, 1997, 1996 and 1995. If such expenses had not been voluntarily absorbed, ratio of
expenses to average net assets would have been 1.04%, 1.05%, 1.04%, and 1.05%, respectively,
and ratio of net investment income to average net assets would have been 3.93%, 4.21%, 4.63%
and 5.18%, respectively.
(c) Ratio is based on Total Expenses of the Fund, less expenses Absorbed by Investment Adviser, if
applicable, which is before any expense offset arrangements.
</FN>
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT
SECURITIES FUND 1999 1998 1997 1996 1995
PER SHARE DATA
Net Asset Value -- Beginning of Period $7.49 $7.15 $7.49 $7.10
- ----------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.40 0.43 0.44 0.45
Net Gains on Securities
(Both Realized and Unrealized) 0.67 0.34 (0.34) 0.39
- ----------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.07 0.77 0.10 0.84
- ----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.40 0.43 0.43 0.45
In Excess of Net Investment
Income(a) 0.00 0.00 0.00 0.00
Distributions from Capital
Gains 0.17 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.57 0.43 0.44 0.45
- ----------------------------------------------------------------------------------------------------------
Net Asset Value -- End of Period $7.99 $7.49 $7.15 $7.49
==========================================================================================================

TOTAL RETURN 14.75% 11.01% 1.31% 12.37%

RATIOS
Net Assets -- End of Period $79,485 $51,581 $54,614 $38,087
($000 Omitted)
Ratio of Expenses to
Average Net Assets(b) 1.01%(c) 1.01%(c) 1.02%(c) 1.00%
Ratio of Net Investment Income 5.22% 5.78% 5.76% 6.24%
to Average Net Assets(b)
Portfolio Turnover Rate 323% 139% 212% 99%

<PAGE>

OCTOBER 31, 1999

INVESCO BOND FUNDS, INC.
INVESCO HIGH YIELD FUND
INVESCO SELECT INCOME FUND
INVESCO TAX-FREE BOND FUND
INVESCO U.S. GOVERNMENT SECURITIES FUND

You may obtain additional information about the Funds from several sources:

FINANCIAL REPORTS. Although this Prospectus describes the Funds' anticipated
investments and operations, the Funds also prepare annual and semiannual reports
that detail the Funds' actual investments at the report date. These reports
include discussion of each Fund's recent performance, as well as market and
general economic trends affecting each Fund's performance. The annual report
also includes the report of the Funds' independent accountants.

STATEMENT OF ADDITIONAL INFORMATION. The SAI, dated October 31, 1999 is a
supplement to this Prospectus and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

INTERNET. The current Prospectus of the Funds may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, SAI, annual
report and semiannual report of the Funds are available on the SEC Web site at
www.sec.gov.

To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report , write to INVESCO Distributors, Inc., P.O. Box 173706,
Denver, Colorado 80217-3706; or call 1-800-525-8085. Copies of these materials
are also available (with a copying charge) from the SEC's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. Information on the Public
Reference Section can be obtained by calling 1-800-SEC-0330. The SEC file
numbers for the Funds are 811-2674 and 002-57151.

811-2674
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

INVESCO BOND FUNDS, INC.

INVESCO High Yield Fund
INVESCO Select Income Fund
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund

Address: Mailing Address:

7800 E. Union Ave., P.O. Box 173706,
Denver, CO 80237 Denver, CO 80217-3706

Telephone:

In continental U.S., 1-800-525-8085

October 31, 1999
- --------------------------------------------------------------------------------

A Prospectus for INVESCO High Yield Fund, INVESCO Select Income Fund, INVESCO
Tax-Free Bond Fund (formerly INVESCO Tax-Free Long-Term Bond Fund), and INVESCO
U.S. Government Securities Fund dated October 31, 1999 provides the basic
information you should know before investing in a Fund. This Statement of
Additional Information ("SAI") is incorporated by reference into the Funds'
Prospectus, in other words, this SAI is legally part of the Funds' Prospectus.
Although this SAI is not a prospectus, it contains information in addition to
that set forth in the Prospectus. It is intended to provide additional
information regarding the activities and operations of the Funds and should be
read in conjunction with the Prospectus.

You may obtain, without charge, copies of the current Prospectus of the Funds,
SAI and current annual and semiannual reports by writing to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, CO 80217-3706 , or by calling
1-800-525-8085. Copies of the current Prospectus also are available through the
INVESCO Web site at www.invesco.com.

<PAGE>

TABLE OF CONTENTS

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Investments, Policies and Risks . . . . . . . . . . . . . . . . . . . . . 33

Management of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . 55

Other Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . 78

Brokerage Allocation and Other Practices. . . . . . . . . . . . . . . . . 79

Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Tax Consequences of Owning Shares of a Fund . . . . . . . . . . . . . . . 82

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . 87

Appendix A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

<PAGE>

THE COMPANY

The Company was incorporated under the laws of Colorado on August 20, 1976 and
was reorganized as a Maryland corporation on April 2, 1993. On October 29, 1998,
the name of the Company was changed to INVESCO Bond Funds, Inc. On August 16,
1999, the Company assumed all of the assets and liabilities of INVESCO Tax-Free
Bond Fund (formerly, INVESCO Tax-Free Long-Term Bond Fund), a series of INVESCO
Tax-Free Income Funds, Inc.

The Company is an open-end, diversified, no-load management investment company
currently consisting of four portfolios of investments: INVESCO High Yield Fund,
INVESCO Select Income Fund, INVESCO Tax-Free Bond Fund and INVESCO U.S.
Government Securities Fund (the "Funds"). Additional funds may be offered in the
future.

"Open-end" means that each Fund issues an indefinite number of shares which it
continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for each
portfolio at the direction of a professional manager. Open-end management
investment companies (or one or more series of such companies, such as the
Funds) are commonly referred to as mutual funds. The Funds do not charge sales
fees to purchase their shares. However, the Funds do pay a 12b-1 distribution
fee which is computed and paid monthly at an annual rate of 0.25% of each Fund's
average net assets.

INVESTMENTS, POLICIES AND RISKS

The principal investments and policies of the Funds are discussed in the
Prospectus of the Funds. The Funds also may invest in the following securities
and engage in the following practices.

ADRS (HIGH YIELD AND SELECT INCOME FUNDS ONLY) -- American Depository Receipts,
or ADRs, are securities issued by American banks. ADRs are receipts for the
shares of foreign corporations that are held by the bank issuing the receipt. An
ADR entitles its holder to all dividends and capital gains on the underlying
foreign securities, less any fees paid to the bank. Purchasing ADRs gives a Fund
the ability to purchase the functional equivalent of foreign securities without
going to the foreign securities markets to do so. ADRs are bought and sold in
U.S. dollars, not foreign currencies. An ADR that is "sponsored" means that the
foreign corporation whose shares are represented by the ADR is actively involved
in the issuance of the ADR, and generally provides material information about
the corporation to the U.S. market. An "unsponsored" ADR program means that the
foreign corporation whose shares are held by the bank is not obligated to
disclose material information in the United States, and, therefore, the market
value of the ADR may not reflect important facts known only to the foreign
company. Since they mirror their underlying foreign securities, ADRs generally
have the same risks as investing directly in the underlying foreign securities.

AMT BONDS (TAX-FREE BOND FUND ONLY) -- These are "private activity bonds" issued
after August 7, 1986; the proceeds are directed in full or in part to private,
for-profit organizations. The income from AMT Bonds is exempt from federal
income tax, but may be subject to the alternative minimum tax - a special tax
that applies to taxpayers who have certain adjustments to income or tax
preference items.

<PAGE>

CERTIFICATES OF DEPOSIT IN FOREIGN BANKS AND U.S. BRANCHES OF FOREIGN BANKS --
The Funds may maintain time deposits in and invest in U.S. dollar denominated
CDs issued by foreign banks and U.S. branches of foreign banks. The Funds limit
investments in foreign bank obligations to U.S. dollar denominated obligations
of foreign banks which have more than $10 billion in assets, have branches or
agencies in the U.S., and meet other criteria established by the board of
directors. Investments in foreign securities involve special considerations.
There is generally less publicly available information about foreign issuers
since many foreign countries do not have the same disclosure and reporting
requirements as are imposed by the U.S. securities laws. Moreover, foreign
issuers are generally not bound by uniform accounting and auditing and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Such investments may also entail the risks of possible
imposition of dividend withholding or confiscatory taxes, possible currency
blockage or transfer restrictions, expropriation, nationalization or other
adverse political or economic developments, and the difficulty of enforcing
obligations in other countries.

The Funds may also invest in bankers' acceptances, time deposits and
certificates of deposit of U.S. branches of foreign banks and foreign branches
of U.S. banks. Investments in instruments of U.S. branches of foreign banks will
be made only with branches that are subject to the same regulations as U.S.
banks. Investments in instruments issued by a foreign branch of a U.S. bank will
be made only if the investment risk associated with such investment is the same
as that involving an investment in instruments issued by the U.S. parent, with
the U.S. parent unconditionally liable in the event that the foreign branch
fails to pay on the investment for any reason.

COMMERCIAL PAPER -- Commercial paper is the term for short-term promissory notes
issued by domestic corporations to meet current working capital needs.
Commercial paper may be unsecured by the corporation's assets but may be backed
by a letter of credit from a bank or other financial institution. The letter of
credit enhances the paper's creditworthiness. The issuer is directly responsible
for payment but the bank "guarantees" that if the note is not paid at maturity
by the issuer, the bank will pay the principal and interest to the buyer.
INVESCO Funds Group, Inc. ("INVESCO"), investment adviser to the Funds, will
consider the creditworthiness of the institution issuing the letter of credit,
as well as the creditworthiness of the issuer of the commercial paper, when
purchasing paper enhanced by a letter of credit. Commercial paper is sold either
as interest-bearing or on a discounted basis, with maturities not exceeding 270
days.

DEBT SECURITIES -- Debt securities include bonds, notes and other securities
that give the holder the right to receive fixed amounts of principal, interest,
or both on a date in the future or on demand. Debt securities also are often
referred to as fixed income securities, even if the rate of interest varies over
the life of the security.

Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which a Fund has invested. A decline in
interest rates tends to increase the market values of debt securities in which a
Fund has invested.

<PAGE>

Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful guide to the credit risk of many debt securities. The
lower the rating of a debt security, the greater the credit risk the rating
service assigns to the security. To compensate investors for accepting that
greater risk, lower-rated debt securities tend to offer higher interest rates.
High Yield invests primarily in lower-rated securities commonly known as junk
bonds, Select Income may invest up to 50% of its portfolio and Tax-Free Bond
Fund may invest up to 10% of its portfolio in such securities. Although Tax-Free
Bond Fund may invest in debt securities assigned lower grade ratings by S&P or
Moody's at the time of purchase, the Fund's investments are generally
concentrated in debt securities rated BBB or higher by S&P or Baa or higher by
Moody's. U.S. Government Securities Fund may invest only in investment grade
debt securities, which are those rated BBB or higher by S&P or Baa or higher by
Moody's, or if unrated, are judged by INVESCO to be of equivalent quality.
Increasing the amount of Fund assets invested in unrated or lower-grade straight
debt securities may increase the yield produced by the Fund's debt securities
but will also increase the credit risk of those securities. A debt security is
considered lower-grade if it is rated Ba or less by Moody's or BB or less by
S&P. Lower-rated and non-rated debt securities of comparable quality are subject
to wider fluctuations in yields and market values than higher-rated debt
securities and may be considered speculative.

A significant economic downturn or increase in interest rates may cause issuers
of debt securities to experience increased financial problems which could
adversely affect their ability to pay principal and interest obligations, to
meet projected business goals, and to obtain additional financing. These
conditions more severely impact issuers of lower-rated debt securities. The
market for lower-rated straight debt securities may not be as liquid as the
market for higher-rated straight debt securities. Lower-rated securities by S&P
(categories BB, B, CCC) include those which are predominantly speculative
because of the issuer's perceived capacity to pay interest and repay principal
in accordance with their terms; BB indicates the lowest degree of speculation
and CCC a high degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are usually outweighed by large
uncertainties or major risk exposures to adverse conditions.

Although bonds in the lowest investment grade debt category (those rated BBB by
S&P, Baa by Moody's or the equivalent) are regarded as having adequate
capability to pay principal and interest, they have speculative characteristics.
Adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case for
higher-rated bonds. Lower-rated bonds by Moody's (categories Ba, B, Caa) are of
poorer quality and also have speculative characteristics. Bonds having
equivalent ratings from other ratings services will have characteristics similar
to those of the corresponding S&P and Moody's ratings. For a specific
description of S&P and Moody's corporate bond rating categories, please refer to
Appendix A.

The Funds may invest in zero coupon bonds, step-up bonds, mortgage-backed
securities and asset-backed securities. Zero coupon bonds do not make regular
interest payments. Zero coupon bonds are sold at a discount from face value.
Principal and accrued discount (representing interest earned but not paid) are
paid at maturity in the amount of the face value. Step-up bonds initially make
no (or low) cash interest payments but begin paying interest (or a higher rate
of interest) at a fixed time after issuance of the bond. The market values of

<PAGE>

zero coupon and step-up bonds generally fluctuate more in response to changes in
interest rates than interest-paying securities of comparable term and quality. A
Fund may be required to distribute income recognized on these bonds, even though
no cash may be paid to a Fund until the maturity or call date of a bond, in
order for a Fund to maintain its qualification as a regulated investment
company. These required distributions could reduce the amount of cash available
for investment by a Fund. Mortgage-backed securities represent interests in
pools of mortgages while asset-backed securities generally represent interests
in pools of consumer loans. Both of these are usually set up as pass-through
securities. Interest and principal payments ultimately depend on payment of the
underlying loans, although the securities may be supported, at least in part, by
letters of credit or other credit enhancements or, in the case of
mortgage-backed securities, guarantees by the U.S. government, its agencies or
instrumentalities. The underlying loans are subject to prepayments that may
shorten the securities' weighted average lives and may lower their returns.

DOMESTIC BANK OBLIGATIONS -- U.S. banks (including their foreign branches) issue
certificates of deposit (CDs) and bankers' acceptances which may be purchased by
the Funds if an issuing bank has total assets in excess of $5 billion and the
bank otherwise meets a Fund's credit rating requirements. CDs are issued against
deposits in a commercial bank for a specified period and rate and are normally
negotiable. Eurodollar CDs are certificates issued by a foreign branch (usually
London) of a U.S. domestic bank, and, as such, the credit is deemed to be that
of the domestic bank. Bankers' acceptances are short-term credit instruments
evidencing the promise of the bank (by virtue of the bank's "acceptance") to pay
at maturity a draft which has been drawn on it by a customer (the "drawer").
Bankers' acceptances are used to finance the import, export, transfer, or
storage of goods and reflect the obligation of both the bank and the drawer to
pay the face amount. Both types of securities are subject to the ability of the
issuing bank to meet its obligations, and are subject to risks common to all
debt securities. In addition, banker's acceptances may be subject to foreign
currency risk and certain other risks of investment in foreign securities.

FOREIGN SECURITIES (HIGH YIELD AND SELECT INCOME FUNDS) -- Investments in the
securities of foreign companies, or companies that have their principal business
activities outside the United States, involve certain risks not associated with
investment in U.S. companies. Non-U.S. companies generally are not subject to
the same uniform accounting, auditing and financial reporting standards that
apply to U.S. companies. Therefore, financial information about foreign
companies may be incomplete, or may not be comparable to the information
available on U.S. companies. There may also be less publicly available
information about a foreign company.

Although the volume of trading in foreign securities markets is growing,
securities of many non-U.S. companies may be less liquid and have greater swings
in price than securities of comparable U.S. companies. The costs of buying and
selling securities on foreign securities exchanges is generally significantly
higher than similar costs in the United States. There is generally less
government supervision and regulation of exchanges, brokers and issuers in
foreign countries than there is in the United States. Investment in non-U.S.
securities may also be subject to other risks different from those affecting
U.S. investments, including local political or economic developments,
expropriation or nationalization of assets, confiscatory taxation, and
imposition of withholding taxes on dividends or interest payments. If it becomes
necessary, it may be more difficult for a Fund to obtain or to enforce a
judgment against a foreign issuer than against a domestic issuer.

<PAGE>

Securities traded on foreign markets are usually bought and sold in local
currencies, not in U.S. dollars. Therefore, the market value of foreign
securities acquired by a Fund can be affected -- favorably or unfavorably -- by
changes in currency rates and exchange control regulations. Costs are incurred
in converting money from one currency to another. Foreign currency exchange
rates are determined by supply and demand on the foreign exchange markets.
Foreign exchange markets are affected by the international balance of payments
and other economic and financial conditions, government intervention,
speculation and other factors, all of which are outside the control of each
Fund. Generally, a Fund's foreign currency exchange transactions will be
conducted on a cash or "spot" basis at the spot rate for purchasing or selling
currency in the foreign currency exchange markets.

FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS

GENERAL. As discussed in the Prospectus, the adviser may use various types of
financial instruments, some of which are derivatives, to attempt to manage the
risk of a Fund's investments or, in certain circumstances, for investment (E.G.,
as a substitute for investing in securities). These financial instruments
include options, futures contracts (sometimes referred to as "futures"), forward
contracts, swaps, caps, floors and collars (collectively, "Financial
Instruments"). The policies in this section do not apply to other types of
instruments sometimes referred to as derivatives, such as indexed securities,
mortgage-backed and other asset-backed securities, and stripped interest and
principal of debt.

Hedging strategies can be broadly categorized as "short" hedges and "long" or
"anticipatory" hedges. A short hedge involves the use of a Financial Instrument
in order to partially or fully offset potential variations in the value of one
or more investments held in a Fund's portfolio. A long or anticipatory hedge
involves the use of a Financial Instrument in order to partially or fully offset
potential increases in the acquisition cost of one or more investments that the
Fund intends to acquire. In an anticipatory hedge transaction, the Fund does not
already own a corresponding security. Rather, it relates to a security or type
of security that the Fund intends to acquire. If the Fund does not eliminate the
hedge by purchasing the security as anticipated, the effect on the Fund's
portfolio is the same as if a long position were entered into. Financial
Instruments may also be used, in certain circumstances, for investment (E.G., as
a substitute for investing in securities).

Financial Instruments on individual securities generally are used to attempt to
hedge against price movements in one or more particular securities positions
that a Fund already owns or intends to acquire. Financial Instruments on
indexes, in contrast, generally are used to attempt to hedge all or a portion of
a portfolio against price movements of the securities within a market sector in
which the Fund has invested or expects to invest.

The use of Financial Instruments is subject to applicable regulations of the
Securities and Exchange Commission ("SEC"), the several exchanges upon which
they are traded, and the Commodity Futures Trading Commission ("CFTC"). In
addition, the Funds' ability to use Financial Instruments will be limited by tax
considerations. See "Tax Consequences of Owning Shares of the Funds."

<PAGE>

In addition to the instruments and strategies described below, the adviser may
use other similar or related techniques to the extent that they are consistent
with a Fund's investment objective and permitted by its investment limitations
and applicable regulatory authorities. The Funds' Prospectus or Statement of
Additional Information ("SAI") will be supplemented to the extent that new
products or techniques become employed involving materially different risks than
those described below or in the Prospectus.

Special Risks. Financial Instruments and their use involve special
considerations and risks, certain of which are described below.

(1) Financial Instruments may increase the volatility of a Fund. If the adviser
employs a Financial Instrument that correlates imperfectly with a Fund's
investments, a loss could result, regardless of whether or not the intent was to
manage risk. In addition, these techniques could result in a loss if there is
not a liquid market to close out a position that a Fund has entered.

(2) There might be imperfect correlation between price movements of a Financial
Instrument and price movement of the investment(s) being hedged. For example, if
the value of a Financial Instrument used in a short hedge increased by less than
the decline in value of the hedged investment(s), the hedge would not be fully
successful. This might be caused by certain kinds of trading activity that
distorts the normal price relationship between the security being hedged and the
Financial Instrument. Similarly, the effectiveness of hedges using Financial
Instruments on indexes will depend on the degree of correlation between price
movements in the index and price movements in the securities being hedged.

The Funds are authorized to use options and futures contracts related to
securities with issuers, maturities or other characteristics different from the
securities in which it typically invests. This involves a risk that the options
or futures position will not track the performance of a Fund's portfolio
investments.

The direction of options and futures price movements can also diverge from the
direction of the movements of the prices of their underlying instruments, even
if the underlying instruments match a Fund's investments well. Options and
futures prices are affected by such factors as current and anticipated
short-term interest rates, changes in volatility of the underlying instrument,
and the time remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result from
differing levels of demand in the options and futures markets and the securities
markets, from structural differences in how options and futures and securities
are traded, or from imposition of daily price fluctuation limits or trading
halts. The Funds may take positions in options and futures contracts with a
greater or lesser face value than the securities it wishes to hedge or intends
to purchase in order to attempt to compensate for differences in volatility
between the contract and the securities, although this may not be successful in
all cases.

(3) If successful, the above-discussed hedging strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements of portfolio securities. However, such strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements. For example, if a Fund entered into a short hedge because the adviser

<PAGE>

projected a decline in the price of a security in the Fund's portfolio, and the
price of that security increased instead, the gain from that increase would
likely be wholly or partially offset by a decline in the value of the short
position in the Financial Instrument. Moreover, if the price of the Financial
Instrument declined by more than the increase in the price of the security, the
Fund could suffer a loss.

(4) A Fund's ability to close out a position in a Financial Instrument prior to
expiration or maturity depends on the degree of liquidity of the market or, in
the absence of such a market, the ability and willingness of the other party to
the transaction (the "counterparty") to enter into a transaction closing out the
position. Therefore, there is no assurance that any position can be closed out
at a time and price that is favorable to a Fund.

(5) As described below, the Funds are required to maintain assets as "cover,"
maintain segregated accounts or make margin payments when they take positions in
Financial Instruments involving obligations to third parties (I.E., Financial
Instruments other than purchased options). If a Fund is unable to close out its
positions in such Financial Instruments, it might be required to continue to
maintain such assets or segregated accounts or make such payments until the
position expired. These requirements might impair a Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time.

Cover. Positions in Financial Instruments, other than purchased options, expose
the Funds to an obligation to another party. A Fund will not enter into any such
transaction unless it owns (1) an offsetting ("covered") position in securities,
currencies or other options, futures contracts or forward contracts, or (2) cash
and liquid assets with a value, marked-to-market daily, sufficient to cover its
obligations to the extent not covered as provided in (1) above. The Funds will
comply with SEC guidelines regarding cover for these instruments and will, if
the guidelines so require, designate cash or liquid assets as segregated in the
prescribed amount as determined daily.

Assets used as cover or held as segregated cannot be sold while the position in
the corresponding Financial Instrument is open unless they are replaced with
other appropriate assets. As a result, the commitment of a large portion of a
Fund's assets to cover or to hold as segregated could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

Options. Each Fund may engage in certain strategies involving options to attempt
to manage the risk of its investments or, in certain circumstances, for
investment (E.G., as a substitute for investing in securities). A call option
gives the purchaser the right to buy, and obligates the writer to sell the
underlying investment at the agreed-upon exercise price during the option
period. A put option gives the purchaser the right to sell, and obligates the
writer to buy the underlying investment at the agreed-upon exercise price during
the option period. Purchasers of options pay an amount, known as a premium, to
the option writer in exchange for the right under the option contract. See
"Options on Indexes" below with regard to cash settlement of option contracts on
index values.

<PAGE>

The purchase of call options can serve as a hedge against a price rise of the
underlier and the purchase of put options can serve as a hedge against a price
decline of the underlier. Writing call options can serve as a limited short
hedge because declines in the value of the hedged investment would be offset to
the extent of the premium received for writing the option. However, if the
security or currency appreciates to a price higher than the exercise price of
the call option, it can be expected that the option will be exercised and a Fund
will be obligated to sell the security or currency at less than its market
value.

Writing put options can serve as a limited long or anticipatory hedge because
increases in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security or
currency depreciates to a price lower than the exercise price of the put option,
it can be expected that the put option will be exercised and a Fund will be
obligated to purchase the security or currency at more than its market value.

The value of an option position will reflect, among other things, the current
market value of the underlying investment, the time remaining until expiration,
the relationship of the exercise price to the market price of the underlying
investment, the price volatility of the underlying investment and general market
and interest rate conditions. Options that expire unexercised have no value.

A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option, which is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option, which is known as a
closing sale transaction. Closing transactions permit a Fund to realize profits
or limit losses on an option position prior to its exercise or expiration.

Risks of Options on Securities. Options embody the possibility of large amounts
of exposure, which will result in a Fund's net asset value being more sensitive
to changes in the value of the related investment. A Fund may purchase or write
both exchange-traded and OTC options. Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between a Fund and its counterparty (usually a securities dealer or a bank) with
no clearing organization guarantee. Thus, when a Fund purchases an OTC option,
it relies on the counterparty from whom it purchased the option to make or take
delivery of the underlying investment upon exercise of the option. Failure by
the counterparty to do so would result in the loss of any premium paid by a Fund
as well as the loss of any expected benefit of the transaction.

The Funds' ability to establish and close out positions in options depends on
the existence of a liquid market. However, there can be no assurance that such a
market will exist at any particular time. Closing transactions can be made for
OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. There can be no
assurance that a Fund will in fact be able to close out an OTC option position
at a favorable price prior to expiration. In the event of insolvency of the
counterparty, a Fund might be unable to close out an OTC option position at any
time prior to the option's expiration. If a Fund is not able to enter into an

<PAGE>

offsetting closing transaction on an option it has written, it will be required
to maintain the securities subject to the call or the liquid assets underlying
the put until a closing purchase transaction can be entered into or the option
expires. However, there can be no assurance that such a market will exist at any
particular time.

If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by a Fund could cause material losses because the Fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.

Options on Indexes. Puts and calls on indexes are similar to puts and calls on
securities or futures contracts except that all settlements are in cash and
changes in value depend on changes in the index in question. When a Fund writes
a call on an index, it receives a premium and agrees that, prior to the
expiration date, upon exercise of the call, the purchaser will receive from the
Fund an amount of cash equal to the positive difference between the closing
price of the index and the exercise price of the call times a specified multiple
("multiplier"), which determines the total dollar value for each point of such
difference. When a Fund buys a call on an index, it pays a premium and has the
same rights as to such call as are indicated above. When a Fund buys a put on an
index, it pays a premium and has the right, prior to the expiration date, to
require the seller of the put to deliver to the Fund an amount of cash equal to
the positive difference between the exercise price of the put and the closing
price of the index times the multiplier. When a Fund writes a put on an index,
it receives a premium and the purchaser of the put has the right, prior to the
expiration date, to require the Fund to deliver to it an amount of cash equal to
the positive difference between the exercise price of the put and the closing
level of the index times the multiplier.

The risks of purchasing and selling options on indexes may be greater than
options on securities. Because index options are settled in cash, when a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying securities. A Fund can offset some of the risk of
writing a call index option by holding a diversified portfolio of securities
similar to those on which the underlying index is based. However, a Fund cannot,
as a practical matter, acquire and hold a portfolio containing exactly the same
securities as underlie the index and, as a result, bears a risk that the value
of the securities held will vary from the value of the index.

Even if a Fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the "timing risk" inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level. As with other kinds of options, a Fund as the call
writer will not learn what it has been assigned until the next business day. The
time lag between exercise and notice of assignment poses no risk for the writer
of a covered call on a specific underlying security, such as common stock,
because in that case the writer's obligation is to deliver the underlying
security, not to pay its value as of a moment in the past. In contrast, the
writer of an index call will be required to pay cash in an amount based on the
difference between the closing index value on the exercise date and the exercise
price. By the time a Fund learns what it has been assigned, the index may have
declined. This "timing risk" is an inherent limitation on the ability of index
call writers to cover their risk exposure.

<PAGE>

If a Fund has purchased an index option and exercises it before the closing
index value for that day is available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund nevertheless will be required to pay
the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer.

OTC Options. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument, expiration date, contract size, and strike price,
the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchange where they are traded.

Generally, OTC foreign currency options used by a Fund are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.

Futures Contracts and Options on Futures Contracts. When a Fund purchases or
sells a futures contract, it incurs an obligation respectively to take or make
delivery of a specified amount of the obligation underlying the contract at a
specified time and price. When a Fund writes an option on a futures contract, it
becomes obligated to assume a position in the futures contract at a specified
exercise price at any time during the term of the option. If a Fund writes a
call, on exercise it assumes a short futures position. If it writes a put, on
exercise it assumes a long futures position.

The purchase of futures or call options on futures can serve as a long or an
anticipatory hedge, and the sale of futures or the purchase of put options on
futures can serve as a short hedge. Writing call options on futures contracts
can serve as a limited short hedge, using a strategy similar to that used for
writing call options on securities or indexes. Similarly, writing put options on
futures contracts can serve as a limited long or anticipatory hedge.

In addition, futures strategies can be used to manage the "duration" (a measure
of anticipated sensitivity to changes in interest rates, which is sometimes
related to the weighted average maturity of a portfolio) and associated interest
rate risk of a Fund's fixed-income portfolio. If the adviser wishes to shorten
the duration of a Fund's fixed-income portfolio (i.e., reduce anticipated
sensitivity), the Fund may sell an appropriate debt futures contract or a call
option thereon, or purchase a put option on that futures contract. If the
adviser wishes to lengthen the duration of a Fund's fixed-income portfolio
(i.e., increase anticipated sensitivity), the Fund may buy an appropriate debt
futures contract or a call option thereon, or sell a put option thereon.

At the inception of a futures contract, a Fund is required to deposit "initial
margin" in an amount generally equal to 10% or less of the contract value.
Initial margin must also be deposited when writing a call or put option on a
futures contract, in accordance with applicable exchange rules. Subsequent
"variation margin" payments are made to and from the futures broker daily as the
value of the futures or written option position varies, a process known as
"marking-to-market." Unlike margin in securities transactions, initial margin on

<PAGE>

futures contracts and written options on futures contracts does not represent a
borrowing on margin, but rather is in the nature of a performance bond or
good-faith deposit that is returned to the Fund at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, a Fund may be required to
increase the level of initial margin payments. If the Fund has insufficient cash
to meet daily variation margin requirements, it might need to sell securities in
order to do so at a time when such sales are disadvantageous.

Purchasers and sellers of futures contracts and options on futures can enter
into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. However, there can be no assurance that a liquid
market will exist for a particular contract at a particular time. In such event,
it may not be possible to close a futures contract or options position.

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract or an option on a futures contract
can vary from the previous day's settlement price; once that limit is reached,
no trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Fund were unable to liquidate a futures contract or an option on a futures
contract position due to the absence of a liquid market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to continue to maintain the
position being hedged by the futures contract or option or to continue to
maintain cash or securities in a segregated account.

To the extent that a Fund enters into futures contracts, options on futures
contracts and options on foreign currencies traded on a CFTC-regulated exchange,
in each case that is not for BONA FIDE hedging purposes (as defined by the
CFTC), the aggregate initial margin and premiums required to establish these
positions (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after taking into account unrealized profits and unrealized losses on any
contracts the Fund has entered into. This policy does not limit to 5% the
percentage of the Fund's assets that are at risk in futures contracts, options
on futures contracts and currency options.

Risks of Futures Contracts and Options Thereon. The ordinary spreads at a given
time between prices in the cash and futures markets (including the options on
futures markets), due to differences in the natures of those markets, are
subject to the following factors. First, all participants in the futures market
are subject to margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close futures contracts
through offsetting transactions, which could distort the normal relationship
between the cash and futures markets. Second, the liquidity of the futures
market depends on participants entering into offsetting transactions rather than
making or taking delivery. To the extent participants decide to make or take

<PAGE>

delivery, liquidity in the futures market could be reduced, thus producing
distortion. Due to the possibility of distortion, a hedge may not be successful.
Although stock index futures contracts do not require physical delivery, under
ordinary market conditions, liquidity of such futures contracts also could be
reduced. Additionally, the adviser may be incorrect in its expectations as to
the extent of various interest rates, currency exchange rates or stock market
movements or the time span within which the movements take place.

Index Futures. The risk of imperfect correlation between movements in the price
of index futures and movements in the price of the securities that are the
subject of a hedge increases as the composition of a Fund's portfolio diverges
from the index. The price of the index futures may move proportionately more
than or less than the price of the securities being hedged. If the price of the
index futures moves proportionately less than the price of the securities that
are the subject of the hedge, the hedge will not be fully effective. Assuming
the price of the securities being hedged has moved in an unfavorable direction,
as anticipated when the hedge was put into place, the Fund would be in a better
position than if it had not hedged at all, but not as good as if the price of
the index futures moved in full proportion to that of the hedged securities.
However, if the price of the securities being hedged has moved in a favorable
direction, this advantage will be partially offset by movement of the price of
the futures contract. If the price of the futures contract moves more than the
price of the securities, the Fund will experience either a loss or a gain on the
futures contract that will not be completely offset by movements in the price of
the securities that are the subject of the hedge.

Where index futures are purchased in an anticipatory hedge, it is possible that
the market may decline instead. If a Fund then decides not to invest in the
securities at that time because of concern as to possible further market decline
or for other reasons, it will realize a loss on the futures contract that is not
offset by a reduction in the price of the securities it had anticipated
purchasing.

Foreign Currency Hedging Strategies--Special Considerations. A Fund may use
options and futures contracts on foreign currencies, as mentioned previously,
and forward currency contracts, as described below, to attempt to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated or, in certain circumstances, for investment (E.G., as a
substitute for investing in securities denominated in foreign currency).
Currency hedges can protect against price movements in a security that a Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated.

A Fund might seek to hedge against changes in the value of a particular currency
when no Financial Instruments on that currency are available or such Financial
Instruments are more expensive than certain other Financial Instruments. In such
cases, a Fund may seek to hedge against price movements in that currency by
entering into transactions using Financial Instruments on another currency or a
basket of currencies, the value of which the adviser believes will have a high
degree of positive correlation to the value of the currency being hedged. The
risk that movements in the price of the Financial Instrument will not correlate
perfectly with movements in the price of the currency subject to the hedging
transaction may be increased when this strategy is used.

The value of Financial Instruments on foreign currencies depends on the value of
the underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially

<PAGE>

larger amounts than those involved in the use of such Financial Instruments, a
Fund could be disadvantaged by having to deal in the odd-lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies
or any regulatory requirement that quotations available through dealers or other
market sources be firm or revised on a timely basis. Quotation information
generally is representative of very large transactions in the interbank market
and thus might not reflect odd-lot transactions where rates might be less
favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the Financial Instruments until they reopen.

Settlement of hedging transactions involving foreign currencies might be
required to take place within the country issuing the underlying currency. Thus,
a Fund might be required to accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.

Forward Currency Contracts and Foreign Currency Deposits. The Funds may enter
into forward currency contracts to purchase or sell foreign currencies for a
fixed amount of U.S. dollars or another foreign currency. A forward currency
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days (term) from the date of the
forward currency contract agreed upon by the parties, at a price set at the time
the forward currency contract is entered. Forward currency contracts are
negotiated directly between currency traders (usually large commercial banks)
and their customers.

Such transactions may serve as long or anticipatory hedges. For example, a Fund
may purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that the Fund intends to acquire.
Forward currency contracts may also serve as short hedges. For example, a Fund
may sell a forward currency contract to lock in the U.S. dollar equivalent of
the proceeds from the anticipated sale of a security or a dividend or interest
payment denominated in a foreign currency.

The Funds may also use forward currency contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. Such a hedge
would tend to offset both positive and negative currency fluctuations, but would
not offset changes in security values caused by other factors. A Fund could also
hedge the position by entering into a forward currency contract to sell another
currency expected to perform similarly to the currency in which the Fund's
existing investments are denominated. This type of hedge could offer advantages
in terms of cost, yield or efficiency, but may not hedge currency exposure as
effectively as a simple hedge against U.S. dollars. This type of hedge may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.

<PAGE>

The Funds may also use forward currency contracts in one currency or a basket of
currencies to attempt to hedge against fluctuations in the value of securities
denominated in a different currency if the adviser anticipates that there will
be a positive correlation between the two currencies.

The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved, the length of the contract period and the market
conditions then prevailing. Because forward currency contracts are usually
entered into on a principal basis, no fees or commissions are involved. When a
Fund enters into a forward currency contract, it relies on the counterparty to
make or take delivery of the underlying currency at the maturity of the
contract. Failure by the counterparty to do so would result in the loss of some
or all of any expected benefit of the transaction.

As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that a Fund will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
insolvency of the counterparty, the Fund might be unable to close out a forward
currency contract. In either event, the Fund would continue to be subject to
market risk with respect to the position, and would continue to be required to
maintain a position in securities denominated in the foreign currency or to
segregate cash or liquid assets.

The precise matching of forward currency contract amounts and the value of the
securities, dividends or interest payments involved generally will not be
possible because the value of such securities, dividends or interest payments,
measured in the foreign currency, will change after the forward currency
contract has been established. Thus, a Fund might need to purchase or sell
foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.

Forward currency contracts may substantially change a Fund's investment exposure
to changes in currency exchange rates and could result in losses to the Fund if
currencies do not perform as the adviser anticipates. There is no assurance that
the adviser's use of forward currency contracts will be advantageous to a Fund
or that it will hedge at an appropriate time.

The Funds may also purchase and sell foreign currency and invest in foreign
currency deposits. Currency conversion involves dealer spreads and other costs,
although commissions usually are not charged.

Combined Positions. A Fund may purchase and write options or futures in
combination with each other, or in combination with futures or forward currency
contracts, to manage the risk and return characteristics of its overall
position. For example, a Fund may purchase a put option and write a call option
on the same underlying instrument, in order to construct a combined position
whose risk and return characteristics are similar to selling a futures contract.

<PAGE>

Another possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they result in
higher transaction costs.

Turnover. The Funds' options and futures activities may affect their turnover
rates and brokerage commission payments. The exercise of calls or puts written
by a Fund, and the sale or purchase of futures contracts, may cause it to sell
or purchase related investments, thus increasing its turnover rate. Once a Fund
has received an exercise notice on an option it has written, it cannot effect a
closing transaction in order to terminate its obligation under the option and
must deliver or receive the underlying securities at the exercise price. The
exercise of puts purchased by a Fund may also cause the sale of related
investments, increasing turnover. Although such exercise is within the Fund's
control, holding a protective put might cause it to sell the related investments
for reasons that would not exist in the absence of the put. A Fund will pay a
brokerage commission each time it buys or sells a put or call or purchases or
sells a futures contract. Such commissions may be higher than those that would
apply to direct purchases or sales.

Swaps, Caps, Floors and Collars. The Funds are authorized to enter into swaps,
caps, floors and collars. Swaps involve the exchange by one party with another
party of their respective commitments to pay or receive cash flows, E.G., an
exchange of floating rate payments for fixed rate payments. The purchase of a
cap or a floor entitles the purchaser, to the extent that a specified index
exceeds in the case of a cap, or falls below in the case of a floor, a
predetermined value, to receive payments on a notional principal amount from the
party selling such instrument. A collar combines elements of buying a cap and
selling a floor.

ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or in
the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. A Fund will not purchase any such security if the purchase would
cause the Fund to invest more than 15% of its net assets, measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.

The principal risk of investing in illiquid securities is that a Fund may be
unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the security with
the SEC, and otherwise obtaining listing on a securities exchange or in the over
the counter market.

INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities issued by other investment companies that invest in
short-term debt securities and seek to maintain a net asset value of $1.00 per
share ("money market funds"). The Funds also may invest in SPDRs and shares of
other investment companies. SPDRs are investment companies whose portfolios
mirror the compositions of specific S&P indices, such as the S&P 500 and the S&P
400. SPDRs are traded on the American Stock Exchange. SPDR holders such as a

<PAGE>

Fund are paid a "Dividend Equivalent Amount" that corresponds to the amount of
cash dividends accruing to the securities held by the SPDR Trust, net of certain
fees and expenses. The Investment Company Act of 1940 limits investments in
securities of other investment companies, such as the SPDR Trust. These
limitations include, among others, that, subject to certain exceptions, no more
than 10% of a Fund's total assets may be invested in securities of other
investment companies and no more than 5% of its total assets may be invested in
the securities of any one investment company. As a shareholder of another
investment company, a Fund would bear its pro rata portion of the other
investment company's expenses, including advisory fees, in addition to the
expenses the Fund bears directly in connection with its own operations.

MUNICIPAL OBLIGATIONS -- Municipal debt securities including municipal bonds,
notes and commercial paper. It is a policy of the Tax-Free Bond Fund that, under
normal market conditions, it will have at least 80% of its net assets invested
in municipal obligations that, based on the opinion of counsel to the issuer,
pay interest free from federal income tax. It is the Fund's present intention to
invest its assets so that substantially all of its annual income will be
tax-exempt. The Fund may invest in municipal obligations whose interest income
may be specially treated as a tax preference item under the alternative minimum
tax ("AMT"). Securities that generate income that is a tax preference item may
not be counted towards the 80% tax exempt threshold described above. Tax-exempt
income may result in an indirect tax preference item for corporations, which may
subject an investor to liability under the AMT depending on its particular
situation. Tax-Free Bond Fund, however, will not invest more than 20% of its net
assets in obligations the interest from which gives rise to a preference item
for the purpose of the AMT and in other investments subject to federal income
tax. Distributions from this Fund may be subject to state and local taxes. The
other Funds may invest in municipal obligations, but under normal circumstances
do not intend to make significant investment in these securities.

The Funds may invest in the following types of municipal obligations:

Municipal Bonds -- Municipal bonds are classified as general obligation
or revenue bonds. General obligations bonds are secured by the issuer's
pledge of its full faith, credit and unlimited taxing power for the
payment of principal and interest. Revenue bonds are payable only from
the revenues generated by a particular facility or class of facility, or
in some cases from the proceeds of a special excise tax or specific
revenue source. Industrial development obligations are a particular kind
of municipal bond which are issued by or on behalf of public authorities
to obtain funds for many kinds of local, privately operated facilities.
Such obligations are, in most cases, revenue bonds that generally are
secured by a lease with a particular private corporation.

Municipal Notes -- Municipal notes are short-term debt obligations
issued by municipalities which normally have a maturity at the time of
issuance of six months to three years. Such notes include tax
anticipation notes, bond anticipation notes, revenue anticipation notes
and project notes. Notes sold in anticipation of collection of taxes, a
bond sale or receipt of other revenues are normally obligations of the
issuing municipality or agency.

Municipal Commercial Paper -- Municipal commercial paper is short-term
debt obligations issued by municipalities which may be issued at a

<PAGE>

discount (sometimes referred to as Short-Term Discount Notes). These
obligations are issued to meet seasonal working capital needs of a
municipality or interim construction financing and are paid from a
municipality's general revenues or refinanced with long-term debt.
Although the availability of municipal commercial paper has been
limited, from time to time the amounts of such debt obligations offered
have increased, and INVESCO believes that this increase may continue.

Variable Rate Obligations -- The interest rate payable on a variable
rate municipal obligation is adjusted either at predetermined periodic
intervals or whenever there is a change in the market rate of interest
upon which the interest rate payable is based. A variable rate
obligation may include a demand feature pursuant to which the Fund would
have the right to demand prepayment of the principal amount of the
obligation prior to its stated maturity. The issuer of the variable rate
obligation may retain the right to prepay the principal amount prior to
maturity.

Municipal obligations purchased by a Fund must be rated by at least two NRSROs -
generally S&P and Moody's - in the highest rating category (AAA, AA, A or BBB by
S&P or Aaa, Aa, A or Baa by Moody's), or by one NRSRO in the highest rating
category if such obligations are rated by only one NRSRO. No more than 10% of
Tax-Free Bond Fund's total assets may be invested in junk bonds. Never under any
circumstances will Tax-Free Bond Fund invest in bonds which are rated below B-
or B by S&P or Moody's, respectively. Municipal notes or municipal commercial
paper must be rated in the two highest rating categories by at least two NRSROs,
or where the note or paper is rated only by one NRSRO, in the two highest rating
categories by that NRSRO. If a security is unrated, the Fund may invest in such
security if INVESCO determines, in an analysis similar to that performed by
Moody's or S&P in rating similar securities and issuers, that the security is
comparable to that eligible for investment by the Fund. After the Fund has
purchased an issue of municipal obligations, such issue might cease to be rated
or its rating might be reduced below the minimum required for purchase. If a
security originally rated in the highest rating category by a NRSRO has been
downgraded to the second highest rating category, INVESCO must assess promptly
whether the security presents minimal credit risk and must take such action with
respect to the security as it determines to be in the best interest of the Fund.
If a security is downgraded below the second highest rating of an NRSRO, is in
default, or no longer presents a minimal credit risk, the security must be
disposed of either within five business days of INVESCO becoming aware of the
new rating, the default or the credit risk, or as soon as practicable consistent
with achieving an orderly disposition of the security, whichever is the first to
occur, unless the executive committee of the Company's board of directors
determines within the aforesaid five business days that holding the security is
in the best interest of a Fund.

REITS -- Real Estate Investment Trusts are investment trusts that invest
primarily in real estate and securities of businesses connected to the real
estate industry.

REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements, or REPOs,
on debt securities that the Fund is allowed to hold in its portfolio. This is a
way to invest money for short periods. A REPO is an agreement under which the
Fund acquires a debt security and then resells it to the seller at an
agreed-upon price and date (normally, the next business day). The repurchase

<PAGE>

price represents an interest rate effective for the short period the debt
security is held by the Fund, and is unrelated to the interest rate on the
underlying debt security. A repurchase agreement is often considered as a loan
collateralized by securities. The collateral securities acquired by the Fund
(including accrued interest earned thereon) must have a total value in excess of
the value of the repurchase agreement. The collateral securities are held by the
Fund's custodian bank until the repurchase agreement is completed.

The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers that are creditworthy
under standards established by the Company's board of directors. The Company's
board of directors has established standards that the investment adviser must
use to review the creditworthiness of any bank, broker or dealer that is a party
to a REPO. REPOs maturing in more than seven days are considered illiquid
securities. A Fund will not enter into repurchase agreements maturing in more
than seven days if as a result more than 15% of the Fund's net assets would be
invested in these repurchase agreements and other illiquid securities.

As noted above, the Funds use REPOs as a means of investing cash for short
periods of time. Although REPOs are considered to be highly liquid and
comparatively low-risk, the use of REPOs does involve some risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Fund may incur a loss on the sale of the collateral security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by the Fund not within the control
of the Fund and therefore the realization by the Fund on such collateral may
automatically be stayed. Finally, it is possible that the Fund may not be able
to substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement.

RULE 144A SECURITIES -- A Fund also may invest in securities that can be resold
to institutional investors pursuant to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"). In recent years, a large institutional market
has developed for many Rule 144A Securities. Institutional investors generally
cannot sell these securities to the general public but instead will often depend
on an efficient institutional market in which Rule 144A Securities can readily
be resold to other institutional investors, or on an issuer's ability to honor a
demand for repayment. Therefore, the fact that there are contractual or legal
restrictions on resale to the general public or certain institutions does not
necessarily mean that a Rule 144A Security is illiquid. Institutional markets
for Rule 144A Securities may provide both reliable market values for Rule 144A
Securities and enable a Fund to sell a Rule 144A investment when appropriate.
For this reason, the Company's board of directors has concluded that if a
sufficient institutional trading market exists for a given Rule 144A security,
it may be considered "liquid," and not subject to a Fund's limitations on
investment in restricted securities. The Company's board of directors has given
INVESCO the day-to-day authority to determine the liquidity of Rule 144A
Securities, according to guidelines approved by the board. The principal risk of
investing in Rule 144A Securities is that there may be an insufficient number of
qualified institutional buyers interested in purchasing a Rule 144A Security
held by a Fund, and the Fund might be unable to dispose of such security
promptly or at reasonable prices.

<PAGE>

SECURITIES LENDING -- Each Fund may lend its portfolio securities. The advantage
of lending portfolio securities is that a Fund continues to have the benefits
(and risks) of ownership of the loaned securities, while at the same time
receiving interest from the borrower of the securities. The primary risk in
lending portfolio securities is that a borrower may fail to return a portfolio
security.

TEMPORARY INVESTMENTS (TAX-FREE BOND FUND ONLY) -- Tax-Free Bond Fund may from
time to time invest a portion of its assets on a temporary basis in "temporary
investments," the income from which may be subject to federal income tax. These
investments include AMT Bonds, short-term or taxable securities (the income from
which may be subject to federal income tax), junk bonds and cash. Short-term
taxable investments normally will consist of notes having quality ratings within
the two highest grades of Moody's, S&P, Fitch or D&P; obligations of the U.S.
government, its agencies or instrumentalities; commercial paper rated at least
P-2 by Moody's and A-2 by S&P; certificates of deposit of U.S. domestic banks,
including foreign branches of domestic banks, with assets of $1 billion or more;
time deposits, bankers acceptances and other short-term bank obligations; and
repurchase agreements. Temporary taxable investment normally will consist of
corporate bonds and other debt obligations. Any net interest income on taxable
temporary investments will be taxable to shareholders as ordinary income when
distributed.

U.S. GOVERNMENT SECURITIES -- Each Fund may, from time to time, purchase debt
securities issued by the U.S. government. These securities include Treasury
bills, notes and bonds. Treasury bills have a maturity of one year or less,
Treasury notes generally have a maturity of one to ten years, and Treasury bonds
generally have maturities of more than ten years.

U.S. government debt securities also include securities issued or guaranteed by
agencies or instrumentalities of the U.S. government. Some obligations of U.S.
government agencies, which are established under the authority of an act of
Congress, such as Government National Mortgage Association ("GNMA")
participation certificates, are supported by the full faith and credit of the
U.S. Treasury. GNMA Certificates are mortgage-backed securities representing
part ownership of a pool of mortgage loans. These loans -- issued by lenders
such as mortgage bankers, commercial banks and savings and loan associations --
are either insured by the Federal Housing Administration or guaranteed by the
Veterans Administration. A "pool" or group of such mortgages is assembled and,
after being approved by GNMA, is offered to investors through securities
dealers. Once approved by GNMA, the timely payment of interest and principal on
each mortgage is guaranteed by GNMA and backed by the full faith and credit of
the U.S. government. The market value of GNMA Certificates is not guaranteed.
GNMA Certificates are different from bonds because principal is paid back
monthly by the borrower over the term of the loan rather than returned in a lump
sum at maturity, as is the case with a bond. GNMA Certificates are called
"pass-through" securities because both interest and principal payments
(including prepayments) are passed through to the holder of the GNMA
Certificate.

Other United States government debt securities, such as securities of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury. Others, such as bonds issued by Fannie Mae, a federally chartered
private corporation, are supported only by the credit of the corporation. In the
case of securities not backed by the full faith and credit of the United States,
a Fund must look principally to the agency issuing or guaranteeing the
obligation in the event the agency or instrumentality does not meet its

<PAGE>

commitments. A Fund will invest in securities of such instrumentalities only
when INVESCO is satisfied that the credit risk with respect to any such
instrumentality is comparatively minimal.

WHEN-ISSUED/DELAYED DELIVERY -- Ordinarily, the Funds buy and sell securities on
an ordinary settlement basis. That means that the buy or sell order is sent, and
a Fund actually takes delivery or gives up physical possession of the security
on the "settlement date," which is three business days later. However, the Funds
also may purchase and sell securities on a when-issued or delayed delivery
basis.

When-issued or delayed delivery transactions occur when securities are purchased
or sold by a Fund and payment and delivery take place at an agreed-upon time in
the future. The Funds may engage in this practice in an effort to secure an
advantageous price and yield. However, the yield on a comparable security
available when delivery actually takes place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by a Fund until it receives
delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect a Fund.

INVESTMENT RESTRICTIONS

The Funds operate under certain investment restrictions. For purposes of the
following restrictions, all percentage limitations apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting from fluctuations in value does not require elimination of any
security from a Fund.

The following restrictions are fundamental and may not be changed without prior
approval of a majority of the outstanding voting securities of a Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Each
Fund may not:

1. purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than
25% of the Fund's total assets would be invested in the securities of
companies whose principal business activities are in the same industry;

2. with respect to 75% of the Fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by
the U.S. government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (i) more than
5% of a Fund's total assets would be invested in the securities of that
issuer, or (ii) a Fund would hold more than 10% of the outstanding
voting securities of that issuer;

3. underwrite securities of other issuers, except insofar as it may be
deemed to be an underwriter under the Securities Act of 1933, as

<PAGE>

amended, in connection with the disposition of the Fund's portfolio
securities;

4. borrow money, except that the Fund may borrow money in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed)
less liabilities (other than borrowings);

5. issue senior securities, except as permitted under the 1940 Act;

6. lend any security or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, but this limitation
does not apply to the purchase of debt securities or to repurchase
agreements;

7. purchase or sell physical commodities; however, this policy shall not
prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments; or

8. purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the Fund
from investing in securities or other instruments backed by real estate
or securities of companies engaged in the real estate business).

9. Each Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by INVESCO or an
affiliate or a successor thereof, with substantially the same
fundamental investment objective, policies and limitations as the Fund.

In addition, each Fund has the following non-fundamental policies, which may be
changed without shareholder approval:

A. The Fund may not sell securities short (unless it owns or has the
right to obtain securities equivalent in kind and amount to the
securities sold short) or purchase securities on margin, except that (i)
this policy does not prevent the Fund from entering into short positions
in foreign currency, futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments, (ii) the
Fund may obtain such short-term credits as are necessary for the
clearance of transactions, and (iii) the Fund may make margin payments
in connection with futures contracts, options, forward contracts, swaps,
caps, floors, collars and other financial instruments.

B. The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO or an affiliate or a
successor thereof for temporary or emergency purposes (not for
leveraging or investing) or by engaging in reverse repurchase agreements
with any party (reverse repurchase agreements will be treated as
borrowings for purposes of fundamental limitation (4)).

C. The Fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities

<PAGE>

that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the
prices at which they are valued.

D. The Fund may invest in securities issued by other investment
companies to the extent that such investments are consistent with the
Fund's investment objective and policies and permissible under the 1940
Act.

E. With respect to fundamental limitation (1), domestic and foreign
banking will be considered to be different industries.

In addition, with respect to a Fund that may invest in municipal obligations,
the following non-fundamental policy applies, which may be changed without
shareholder approval:

Each state (including the District of Columbia and Puerto Rico),
territory and possession of the United States, each political
subdivision, agency, instrumentality and authority thereof, and each
multi-state agency of which a state is a member is a separate "issuer."
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from the government creating
the subdivision and the security is backed only by assets and revenues
of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an Industrial Development Bond or
Private Activity bond, if that bond is backed only by the assets and
revenues of the non-governmental user, then that non-governmental user
would be deemed to be the sole issuer. However, if the creating
government or another entity guarantees a security, then to the extent
that the value of all securities issued or guaranteed by that government
or entity and owned by a Fund exceeds 10% of the Fund's total assets,
the guarantee would be considered a separate security and would be
treated as issued by that government or entity.

Following is a chart outlining some of the limitations pursuant to
non-fundamental investment policies set by the board of directors. These
non-fundamental policies may be changed by the board of directors without
shareholder approval:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
SELECT TAX-FREE U.S. GOVERNMENT
INVESTMENT HIGH YIELD INCOME BOND SECURITIES
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FOREIGN DEBT SECURITIES Up to 25% Up to 25%
- ---------------------------------------------------------------------------------------------
DEBT SECURITIES Normally,
Corporate Debt 90%
- ---------------------------------------------------------------------------------------------
Those maturing at At least 65% At least 65% At least 65%
least three years
after issuance
- ---------------------------------------------------------------------------------------------
Investment Grade At least 50%
- ---------------------------------------------------------------------------------------------

<PAGE>

- ---------------------------------------------------------------------------------------------
Junk Bonds Primarily, but Up to 50% Up to 10%
never below
Caa by Moody's
or ccc by S&P
- ---------------------------------------------------------------------------------------------
TEMPORARY TAXABLE Up to 30%
- ---------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS At least 65%
- ---------------------------------------------------------------------------------------------
</TABLE>

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the Company's
investment adviser. INVESCO was founded in 1932 and serves as an investment
adviser to:

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
Flexible Funds, Inc.)
IINVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
Portfolios, Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO
Treasurer's Series Trust)
INVESCO Variable Investment Funds, Inc.

As of August 31, 1999, INVESCO managed 42 mutual funds having combined assets of
$____ billion, on behalf of more than ________ shareholders.

INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world, with
approximately $296 billion in assets under management on June 30, 1999.

AMVESCAP PLC's North American subsidiaries include:

INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta,
Georgia, develops and provides domestic and international defined
contribution retirement plan services to plan sponsors, institutional
retirement plan sponsors, institutional plan providers and foreign
governments.

INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division
of IRBS, provides recordkeeping and investment selection services to

<PAGE>

defined contribution plan sponsors of plans with between $2 million and
$200 million in assets. Additionally, IRPS provides investment consulting
services to institutions seeking to provide retirement plan products and
services.

Institutional Trust Company, doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs")
and other retirement plan accounts. This includes services such as
recordkeeping, tax reporting and compliance. ITC acts as trustee or
custodian to these plans. ITC accepts contributions and provides, through
INVESCO, complete transfer agency functions: correspondence,
sub-accounting, telephone communications and processing of distributions.

INVESCO Capital Management, Inc., Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments,
and endowment funds.

INVESCO Management & Research, Inc., Boston, Massachusetts, primarily
manages pension and endowment accounts.

PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.

INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for
providing advisory services in the U.S. real estate markets for AMVESCAP
PLC's clients worldwide. Clients include corporate pension plans and public
pension funds as well as endowment and foundation accounts.

INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans,
Taft-Hartley Plans, insurance companies, charitable institutions and
private individuals. INVESCO NY further serves as investment adviser to
several closed-end investment companies, and as sub-adviser with respect
to certain commingled employee benefit trusts.

A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.

A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other
private investment advisory accounts and also serves as a sub-adviser to
certain retail and institutional mutual funds, one Canadian mutual fund and
one portfolio of an open-end registered investment company that is offered
to separate accounts of variable insurance companies.

A I M Distributors, Inc. and Fund Management Company, Houston, Texas,
are registered broker-dealers that act as the principal underwriters for
retail and institutional mutual funds.

<PAGE>

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.

THE INVESTMENT ADVISORY AGREEMENT

INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Company.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the Fund's investment policies. INVESCO may directly
manage a Fund itself, or may hire a sub-adviser, which may be an affiliate of
INVESCO, to do so. Specifically, INVESCO is responsible for:

o managing the investment and reinvestment of all the assets of the
Funds, and executing all purchases and sales of portfolio securities;

o maintaining a continuous investment program for the Funds, consistent
with (i) each Fund's investment policies as set forth in the Company's
Articles of Incorporation, Bylaws and Registration Statement, as from
time to time amended, under the 1940 Act, and in any prospectus and/or
statement of additional information of the Funds, as from time to time
amended and in use under the 1933 Act, and (ii) the Company's status
as a regulated investment company under the Internal Revenue Code of
1986, as amended;

o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the directors of the Company, and
executing transactions accordingly;

o providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and
the consideration of a long-range investment policy now or hereafter
generally available to the investment advisory customers of the
adviser or any sub-adviser;

o determining what portion of each Fund's assets should be invested in
the various types of securities authorized for purchase by the Fund;
and

o making recommendations as to the manner in which voting rights, rights
to consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.

INVESCO also performs all of the following services for the Funds:

o administrative

o internal accounting (including computation of net asset value)

o clerical and statistical

<PAGE>

o secretarial

o all other services necessary or incidental to the administration of
the affairs of the Funds

o supplying the Company with officers, clerical staff and other
employees

o furnishing office space, facilities, equipment, and supplies;
providing personnel and facilities required to respond to inquiries
related to shareholder accounts

o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including the prospectus,
statement of additional information, proxy statements, shareholder
reports, tax returns, reports to the SEC, and other corporate
documents of the Funds)

o supplying basic telephone service and other utilities

o preparing and maintaining certain of the books and records required to
be prepared and maintained by the Funds under the 1940 Act

Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory services to the Company, INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:

High Yield Fund

o 0.50% on the first $300 million of the Fund's average net assets;

o 0.40% on the next $200 million of the Fund's average net assets;

o 0.30% of the Fund's average net assets from $500 million;

Select Income, Tax-Free Bond and U.S. Government Securities Funds

o 0.55% on the first $300 million of each Fund's average net assets;

o 0.45% on the next $200 million of each Fund's average net assets; and

o 0.35% of each Fund's average net assets from $500 million.

During the periods outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below. If applicable, the advisory fees were
offset by credits in the amounts shown below, so that INVESCO's fees were not in
excess of the expense limitations shown below, which have been voluntarily
agreed to by the Company and INVESCO.

<PAGE>

Advisory Total Expense Total Expense
Fee Dollars Reimbursements Limitations
High Yield Fund
August 31, 1999 $ $__________ 1.25%
August 31, 1998 2,842,990 __________ 1.25%
August 31, 1997 1,964,043 __________ 1.25%

Select Income Fund
August 31, 1999 $__________ $__________ 1.05%
August 31, 1998 2,023,679 __________ 1.05%
August 31, 1997 1,477,302 __________ 1.05%

Tax-Free Bond Fund
August 31, 1999(a) $__________ $__________ 0.90%
June 30, 1999 __________ __________ 0.90%
June 30, 1998 1,195,773 __________ 0.90%
June 30, 1997 1,275,473 __________ 0.90%

U.S. Government
Securities Fund
August 31, 1999 $__________ $__________ 1.00%
August 31, 1998 284,609 __________ 1.00%
August 31, 1997 312,851 __________ 1.00%

(a) From July 1, 1999 to August 31, 1999.

ADMINISTRATIVE SERVICES AGREEMENT

INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement.

The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:

o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and

o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for
the benefit of participants in such plans.

As full compensation for services provided under the Administrative Services
Agreement, each Fund pays a monthly fee to INVESCO consisting of a base fee of
$10,000 per year, plus an additional incremental fee computed daily and paid
monthly at an annual rate of 0.015% per year of the average net assets of each

<PAGE>

Fund prior to May 13, 1999, and 0.045% per year of the average net assets of
each Fund effective May 13, 1999.

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent, dividend disbursing agent and registrar
services for the Funds pursuant to a Transfer Agency Agreement.

The Transfer Agency Agreement provides that each Fund pay INVESCO an annual fee
of $26.00 per shareholder account, or, where applicable, per participant in an
omnibus account. This fee is paid monthly at the rate of 1/12 of the annual fee
and is based upon the actual number of shareholder accounts and omnibus account
participants in each Fund at any time during each month.

FEES PAID TO INVESCO

For the periods outlined in the table below, the Funds paid the following fees
to INVESCO (prior to the absorption of certain Fund expenses by INVESCO):

HIGH YIELD FUND
Year Ended August 31,
Type of Fee 1999 1998 1997
- ----------- ---- ---- ----
Advisory $2,842,990 $1,964,043
Administrative Services 112,212 72,410
Transfer Agency 778,174 651,471

SELECT INCOME FUND
Year Ended August 31,
Type of Fee 1999 1998 1997
- ----------- ---- ---- ----
Advisory $2,023,679 $1,477,302
Administrative Services 67,475 50,289
Transfer Agency 895,360 786,616

<PAGE>

<TABLE>
TAX-FREE BOND FUND
<CAPTION>
Period Ended
August 31, Year Ended August 31,
Type of Fee 1999(a) 1999 1998 1997
- ----------- ----------------- ---- ---- ----
<S> <C> <C> <C> <C>
Advisory $ $ $1,195,773 $1,275,473
Administrative Services 42,612 44,786
Transfer Agency 266,096 317,800
</TABLE>

U.S. GOVERNMENT SECURITIES FUND
Year Ended August 31,
Type of Fee 1999 1998 1997
- ----------- ---- ---- ----
Advisory $ 284,609 $ 312,851
Administrative Services 17,762 18,532
Transfer Agency 186,705 178,192

(a) From July 1, 1999 to August 31, 1999.

DIRECTORS AND OFFICERS OF THE COMPANY

The overall direction and supervision of the Company come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.

The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.

The Company has a management liaison committee which meets quarterly with
various management personnel of INVESCO in order to facilitate better
understanding of management and operations of the Company, and to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.

The Company has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar and other brokerage transactions by the
Funds, and to review policies and procedures of INVESCO with respect to
brokerage transactions. It reports on these matters to the Company's board of
directors.

The Company has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by INVESCO to ensure that the use of
such instruments follows the policies on such instruments adopted by the
Company's board of directors. It reports on these matters to the Company's board
of directors.

<PAGE>

The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company or
the Funds for their services as officers. INVESCO has the primary responsibility
for making investment decisions on behalf of the Funds. These investment
decisions are reviewed by the investment committee of INVESCO.

All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
Flexible Funds, Inc.)
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
Portfolios, Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO
Treasurer's Series Trust)
INVESCO Variable Investment Funds, Inc.

The table below provides information about each of the Company's directors and
officers. Unless otherwise indicated, the address of the directors and officers
is P.O. Box 173706, Denver, CO 80217-3706 . Their affiliations represent their
principal occupations.

<TABLE>
<CAPTION>
Position(s) Held With Principal Occupation(s)
Name, Address, and Age Company During Past Five Years

<S> <C> <C>
Charles W. Brady *+ Director and Chairman of Chairman of the Board of INVESCO
1315 Peachtree St., N.E. the Board Global Health Sciences Fund; Chief
Atlanta, Georgia Age: 64 Executive Officer and Director of
AMVESCAP PLC, London, England and
various subsidiaries of AMVESCAP
PLC.

<PAGE>