INVESCO MONEY MARKET FUNDS INC
497, 1995-07-28
Previous: INVESCO MONEY MARKET FUNDS INC, 497, 1995-07-28
Next: FIRST VIRGINIA BANKS INC, 10-Q, 1995-07-28



                       INVESCO U.S. GOVERNMENT MONEY FUND

                            Supplement to Prospectus
                            dated September 30, 1994


The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is amended
to read as follows:

ANNUAL FUND EXPENSES

The Fund is 100%  no-load;  there are no fees to  purchase,  exchange  or redeem
shares,  nor any ongoing marketing  ("12b-1")  expenses.  Lower expenses benefit
Fund shareholders by increasing the Fund's total return.

Shareholder Transaction Expenses
Sales load "charge" on purchases..................                      None
Sales load "charge" on reinvested dividends.......                      None
Redemption fees...................................                      None
Exchange fees.....................................                      None

Annual Fund Operating Expenses
(as a percentage of average net assets)*
Management Fee....................................                      0.50%
12b-1 Fees........................................                      None
Other Expenses(after absorbed expenses)(1)........                      0.35%
  Transfer Agency Fee.............................            0.24%
  General Services, Administrative
    Services, Registration, Postage (2)...........            0.11%
Total Fund Operating Expenses
(after absorbed expenses((1)......................                      0.85%

(1)  Certain  Fund  expenses  are  being  voluntarily  absorbed  by  the  Fund's
investment  adviser in order to ensure that the Fund's total operating  expenses
do not exceed 0.75% (through  April 30, 1995) and 0.85%  (effective May 1, 1995)
of the Fund's average net assets.  If such voluntary  expense limit had not been
in effect during the fiscal year ended May 31, 1994, the Fund's "Other Expenses"
and  "Total  Fund  Operating   Expenses"   would  have  been  0.50%  and  1.00%,
respectively.

(2) Includes,  but is not limited to, fees and expenses of directors,  custodian
bank, legal counsel and auditors,  costs of  administrative  services  furnished
under an Administrative Services Agreement, costs of registration of Fund shares
under  applicable  laws,  and costs of  printing  and  distributing  reports  to
shareholders.





<PAGE>


Example*

A shareholder  would pay the following  expenses on a $1000  investment  for the
periods shown,  assuming (1) a 5% annual return and (2) redemption at the end of
each time period:

                  1 Year      3 Years     5 Years     10 Years
                  $8          $26         $45         $100

The purpose of the foregoing table is to assist investors in  understanding  the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  Such expenses are paid from the Fund's  assets.  (See "The Fund and
Its Management.") The Fund charges no sales load, redemption fee or exchange fee
and bears no  distribution  expenses.  The Example  should not be  considered  a
representation of past or future expenses, and actual expenses may be greater or
less than those shown.  The assumed 5% annual return is hypothetical  and should
not be considered a representation  of past or future annual returns,  which may
be greater or less than the assumed amount.

*The expense  information in the above tables has been presented on a basis that
assumes that the Fund's  current  0.85%  expense  limitation  had been in effect
during the year ended May 31, 1994.

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

      The Fund's expenses,  which are accrued daily, are generally deducted from
      the Fund's total income before  dividends are paid.  Total expenses of the
      Fund for the fiscal year ended May 31, 1994, including investment advisory
      fees (but excluding brokerage  commissions which are included as a cost of
      acquiring securities), amounted to 0.75% of the Fund's average net assets.
      In the absence of the voluntary  expense  limitation  that applied  during
      this period, the total expenses of the Fund, including investment advisory
      fees (but excluding brokerage  commissions),  would have been 1.00% of the
      Fund's  average  net  assets.  Certain  Fund  expenses  will  be  absorbed
      voluntarily by INVESCO in order to ensure that the Fund's total  operating
      expenses  will not  exceed  0.75%  (through  April  30,  1995)  and  0.85%
      (effective May 1, 1995) of the Fund's average net assets.

The date of this Supplement is July 21, 1995.





<PAGE>


PROSPECTUS
September 30, 1994

                      INVESCO U.S. Government Money Fund

                 A Series of INVESCO Money Market Funds, Inc.


      INVESCO  U.S.  Government  Money Fund (the  "Fund")  seeks to achieve  its
investment  objective by investing only in debt obligations issued or guaranteed
by the U.S. Government or its agencies, which may or may not be supported by the
full faith and credit of the United  States  Treasury,  maturing  in 365 days or
less  from the date of  purchase,  and in  repurchase  agreements  with  respect
thereto.  Shares of the Fund are  neither  insured  nor  guaranteed  by the U.S.
Government.  It is expected, but cannot be assured, that the value of the Fund's
shares will be maintained at a constant $1.00 per share.

      The Fund is a series of INVESCO Money Market Funds,  Inc. (the "Company"),
an open-end  management  investment company consisting of three separate no-load
money market  mutual  funds,  each of which  represents a separate  portfolio of
investments.

      This Prospectus relates to shares of the Fund.  Separate  Prospectuses are
available  upon request from INVESCO Funds Group,  Inc. for the Company's  other
two  funds,  INVESCO  Cash  Reserves  Fund  and  INVESCO  Tax-Free  Money  Fund.
Additional funds may be offered in the future.

      This  Prospectus  provides you with the basic  information you should know
before  investing in INVESCO U.S.  Government Money Fund. You should read it and
keep it for future reference.  A Statement of Additional  Information containing
further  information  about  the Fund has been  filed  with the  Securities  and
Exchange  Commission.  You can obtain a copy without  charge by writing  INVESCO
Funds Group, Inc., Post Office Box 173706,  Denver,  Colorado 80217-3706;  or by
calling 1-800-525-8085.
<PAGE>

TABLE OF CONTENTS                                                         Page



ANNUAL FUND EXPENSES                                                       5

FINANCIAL HIGHLIGHTS                                                       7

PERFORMANCE DATA                                                           8

INVESTMENT OBJECTIVE AND POLICIES                                          8

THE FUND AND ITS MANAGEMENT                                               10

HOW SHARES CAN BE PURCHASED                                               13

SERVICES PROVIDED BY THE FUND                                             14

HOW TO REDEEM SHARES                                                      18

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES                          20

ADDITIONAL INFORMATION                                                    20


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION.
THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY.
                                  ----------

THE STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  SEPTEMBER 30, 1994, IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.




ANNUAL FUND EXPENSES

      The Fund is 100%  no-load;  there  are no fees to  purchase,  exchange  or
redeem shares,  nor any ongoing  marketing  ("12b-1")  expenses.  Lower expenses
benefit Fund shareholders by increasing the Fund's total return.

Shareholder Transaction Expenses
Sales load "charge" on purchases                                        None
Sales load "charge" on reinvested dividends                             None
Redemption fees                                                         None
Exchange fees                                                           None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee                                                          0.50%
12b-1 Fees                                                              None
Other Expenses (after absorbed expenses) (1)                            0.25%
  Transfer Agency Fee                                  0.24%
  General Services, Administrative
    Services, Registration, Postage (2)                0.01%
Total Fund Operating Expenses                                           0.75%
  (after absorbed expenses)(1)
<PAGE>

      (1)  Certain  Fund  expenses  are  voluntarily   absorbed  by  the  Fund's
investment  adviser and  sub-adviser  in order to ensure  that the Fund's  total
operating expenses do not exceed 0.75% of the Fund's average net assets. If such
voluntary  expense limit had not been in effect  during the past fiscal  period,
the Fund's "Other Expenses" and "Total Fund Operating  Expenses" would have been
0.50% and 1.00%, respectively.

      (2)  Includes,  but is not  limited to,  fees and  expenses of  directors,
custodian bank,  legal counsel and auditors,  costs of  administrative  services
furnished under an Administrative  Services Agreement,  costs of registration of
Fund  shares  under  applicable  laws,  and costs of printing  and  distributing
reports to shareholders.

Example

      A shareholder  would pay the following  expenses on a $1000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

                  1 Year      3 Years     5 Years     10 Years
                  $8          $24         $42         $93

      The purpose of the foregoing table is to assist investors in understanding
the various  costs and expenses  that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and
Its Management.") The Fund charges no sales load, redemption fee or exchange fee
and bears no  distribution  expenses.  The Example  should not be  considered  a
representation of past or future expenses, and actual expenses may be greater or
less than those shown.  The assumed 5% annual return is hypothetical  and should
not be considered a representation  of past or future annual returns,  which may
be greater or less than the assumed amount.
<PAGE>


Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

      The  following  information  has been  audited  by Price  Waterhouse  LLP,
independent  accountants.  The U.S. Firm of Price  Waterhouse,  the  independent
accountants  to the Fund,  has  registered  as a  Registered  Limited  Liability
Partnership  (LLP)  under the laws of the State of  Delaware  and from August 1,
1994,  will  continue  its  practice  under the name Price  Waterhouse  LLP. All
references to Price  Waterhouse in this Prospectus and in the related  Statement
of Additional  Information are to Price Waterhouse LLP. This information  should
be read in conjunction with the audited  financial  statements and the report of
independent  accountants  thereon  appearing in the Fund's 1994 Annual Report to
Shareholders and in the Statement of Additional  Information,  both of which are
available without charge by contacting  INVESCO Funds Group, Inc. at the address
or telephone number shown below.
<TABLE>
<CAPTION>

                                              Year         Period           Year         Period
                                             Ended          Ended          Ended          Ended
                                            May 31         May 31    December 31    December 31
                                        ----------     ----------     ----------     ----------
<S>                                        <C>            <C>            <C>             <C>  
                                              1994         1993++           1992          1991+
PER SHARE DATA
Net Asset Value --
   Beginning of Period                       $1.00          $1.00          $1.00          $1.00
                                        ----------     ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income Earned
   and Distributed to Shareholders            0.03           0.01           0.03           0.03
                                        ==========     ==========     ==========     ==========
Net Asset Value -- End of Period             $1.00          $1.00          $1.00          $1.00
                                        ==========     ==========     ==========     ==========

TOTAL RETURN                                 2.56%         0.93%*          2.97%         3.23%*

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                          $73,912        $34,519        $30,282         $7,203
Ratio of Expenses to
   Average Net Assets#                       0.75%         0.75%~          0.75%         0.74%~
Ratio of Net Investment Income to
   Average Net Assets#                       2.60%         2.27%~          2.82%         4.54%~
<FN>


++    From January 1, 1993 to May 31, 1993.

+     From April 26, 1991, commencement of operations, to December 31, 1991.

*     Not Annualized

#     Various  expenses of the Fund were  voluntarily  absorbed by INVESCO Funds
      Group for the year  ended May 31,  1994,  the period  ended May 31,  1993,
      December 31, 1992 and the period ended December 31, 1991, respectively. If
      such expenses had not been absorbed,  the ratio of expenses to average net
      assets would have been 1.00%,  1.18%, 1.08% and 1.93%,  respectively,  and
      ratio of net  investment  income to  average  net  assets  would have been
      2.35%, 1.84%, 2.49% and 3.35%, for the above periods, respectively.

~     Annualized
</FN>
</TABLE>

      Further  information about the performance of the Fund is contained in the
Fund' s annual report to  shareholders,  which may be obtained without charge by
writing INVESCO Funds Group, Inc., P.O. Box 173706, Denver, Colorado 80217-3706;
or by calling 1-800-525-8085.

<PAGE>

PERFORMANCE DATA

      From time to time, the Fund may advertise its "yield",  "effective  yield"
and  "total  return"  performance.  These  figures  are  based  upon  historical
investment  results and are not  intended to indicate  future  performance.  The
"yield" of the Fund refers to the income  generated by an investment in the Fund
over a seven-day period (which period will be stated in the advertisement). This
income is then  "annualized."  That is,  the amount of income  generated  by the
investment  during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment.  The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment
in the Fund is assumed to be reinvested.  The "effective yield" will be slightly
higher  than the  "yield"  because  of the  compounding  effect of this  assumed
reinvestment.

      "Total  return"  refers  to  the  average  annual  rate  of  return  of an
investment in the Fund.  This figure is computed by  calculating  the percentage
change in value of an investment of $1,000,  assuming reinvestment of all income
dividends and capital  gains  distributions,  to the end of a specified  period.
Periods of one year, five years, and ten years are used to the extent possible.

      Statements  of  the  Fund's  total  return   performance  are  based  upon
investment  results  during a specified  period and assume  reinvestment  of all
dividends and capital gains, if any, paid during that period.  Thus, a report of
total return  performance  should not be considered as  representative of future
performance.  The Fund  charges no sales load,  redemption  fee, or exchange fee
which would affect the total return computation.

      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Fund,  comparative data between the Fund's  performance or yield
for a given period and recognized indicators of money market performance for the
same period,  and/or assessments of the quality of shareholder  service,  may be
provided to  shareholders.  Such  indicators  include the Donoghue's  Money Fund
Report,  Bank Rate  Monitor's 100 Highest  Yields,  the  Certificate  of Deposit
indices,  Treasury  Bill  indices,  and the Consumer  Price Index.  In addition,
rankings,  ratings, and comparisons of investment performance and/or assessments
of  the  quality  of  shareholder  service  published  by the  William  Donoghue
Organization,  Money,  Kiplinger's  Personal Finance,  Morningstar,  and similar
sources  which  utilize  information  compiled  (i)  internally;  (ii) by Lipper
Analytical Services,  Inc.; or (iii) by other recognized analytical services may
be used in advertising.  Rankings and  comparisons of the Fund's  performance by
Donoghue will be drawn from its U.S.  Government  and Agencies Money Market Fund
grouping.

      Further  information about the performance of the Fund is contained in the
Company's annual report to shareholders, which may be obtained without charge by
writing INVESCO Funds Group, Inc., P.O. Box 173706, Denver, Colorado 80217-3706;
or by calling 1-800- 525-8085.

INVESTMENT OBJECTIVE AND POLICIES

      The  investment  objective  of the Fund is to  achieve  as high a level of
current  income as is consistent  with  liquidity  and safety of capital.  While
there can be no assurance that this  objective will be achieved,  the Fund seeks
to  achieve  its  objective  by  investing  only in debt  obligations  issued or
guaranteed  by the U.S.  Government  or its  agencies,  which  may or may not be
supported by the full faith and credit of the United States  Treasury,  maturing
in 365 days or less from the date of purchase, and in repurchase agreements with
respect thereto. Because the Fund invests only in


<PAGE>



short-term U.S.  Government  securities,  its ability to achieve a high level of
current  income  is  limited  in  comparison  to  mutual  funds  that  invest in
securities which present a greater credit risk.  Securities issued or guaranteed
by the U.S. Government include a variety of U.S. Treasury securities that differ
in their interest rates,  maturities and dates of issuance.  Treasury Bills have
face maturities of one year or less. Treasury Notes have face maturities of from
one to ten years and Treasury Bonds  generally  have face  maturities of greater
than ten years. In addition,  U.S.  Government  agencies  established  under the
authority  of an  act of  Congress  issue  securities  which  may or may  not be
supported  by the full  faith and  credit of the  United  States  Treasury.  The
securities  in which the Fund  invests  consist of:  direct  obligations  of the
United States such as Treasury Bills, Treasury Notes, and U.S. Government Bonds,
as well as  investments  in agencies of the U.S.  Government,  the securities of
which  may or may not be  supported  by the full  faith  and  credit of the U.S.
Treasury,  including,  but not  limited  to, the  Government  National  Mortgage
Association  (GNMA),  the  Department  of  Housing  and Urban  Development,  the
Farmers' Home  Administration,  the Small Business  Administration,  the Federal
National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation
and the  Federal  Home Loan Bank.  The GNMA  certificates  in which the Fund may
invest  are  mortgage-based  securities,  and  are  subject  to  the  risk  that
prepayments of the underlying mortgages will cause the principal and interest on
the certificate to be paid prior to their stated  maturities.  In the event of a
prepayment during a period of declining interest rates, the Fund may be required
to invest the proceeds at a lower interest rate.

      The investment objective of the Fund and its investment  policies,  except
where indicated to the contrary,  are deemed to be fundamental policies and thus
may not be changed  without  prior  approval by the holders of a majority of its
outstanding voting securities, as defined in the Investment Company Act of 1940.
In addition,  the Fund is subject to certain  investment  restrictions which are
set forth in the  Statement  of  Additional  Information  and may not be altered
without approval of shareholders.  One of those restrictions limits borrowing of
money to borrowings from banks for temporary or emergency  purposes (but not for
investment) in an amount not to exceed 5% of total assets of the Fund.

     The return on investment  in the Fund will depend upon the interest  earned
by the Fund on its security holdings,  after deduction of Fund expenses,  and is
paid to shareholders in the form of daily dividends. If interest rates increase,
the value of  interest-paying  debt  securities  may  decrease,  and vice versa.
Notwithstanding  the  possibility  of  fluctuations  in  values  of  the  Fund's
securities,  as a result of the Fund's use of amortized  cost  valuation and its
declaration of income  dividends  daily, it is expected,  but cannot be assured,
that the Fund's net asset value will be maintained at a constant  value of $1.00
per share.  Under the amortized cost valuation method,  securities are valued at
their cost at the time of purchase,  and thereafter  there is assumed a constant
amortization to maturity of any discount or premium.

<PAGE>





      The Fund limits the  dollar-weighted  average  maturity  of its  portfolio
securities to 90 days or less.

      Generally,  the Fund intends to hold securities  purchased until maturity.
When in  management's  opinion it is advisable in light of prevailing  market or
business conditions,  however, securities may be sold without regard to how long
they have been held.

      The Fund may enter into  repurchase  agreements with respect to any of the
obligations listed above with registered  broker-dealers,  registered government
securities  dealers or member  banks of the Federal  Reserve  System,  which are
deemed  creditworthy,  as described in the Statement of Additional  Information.
(For a  description  of  the  requirements  for  broker-dealers  and  registered
government  securities  dealers,  see the Statement of Additional  Information.)
Repurchase  agreements,  which may be  considered a "loan" under the  Investment
Company Act of 1940, involve the purchase of debt securities ("collateral") with
the condition that,  after a stated period of time, the original seller will buy
back such securities at a predetermined  price or yield.  The amount required to
be paid to the  Fund  upon  repurchase  reflects  the  Fund's  yield  under  the
agreement.  In the event that the original  seller defaults on its obligation to
repurchase  the  securities,  the Fund could incur costs or delays in seeking to
sell  such  securities.   To  minimize  risk,  the  securities  underlying  each
repurchase  agreement will be maintained with the Funds'  custodian in an amount
at least equal to the repurchase  price under the agreement  (including  accrued
interest),  and such  agreements  will be effected  only with  parties that meet
certain  creditworthiness  standards  established  by  the  Company's  board  of
directors.  Although  the Fund has not  adopted  any limit on the  amount of its
total assets that may be invested in repurchase agreements,  the Company's board
of directors has established the policy that all repurchase  agreements  entered
into by the Fund will  mature in seven  days or less.  In no event will the Fund
enter  into a  repurchase  agreement  that is not fully  collateralized  by U.S.
Government securities.

THE FUND AND ITS MANAGEMENT

      The Company is a no-load mutual fund,  registered  with the Securities and
Exchange Commission as an open-end,  diversified  management investment company.
The Company was  incorporated on April 2, 1993,  under the laws of Maryland.  On
July 1, 1993,  the  Company  assumed  all of the assets and  liabilities  of the
Fund's  predecessor fund, the Financial U.S.  Government Money Fund of Financial
Series Trust, a  Massachusetts  business  trust  organized on July 15, 1987. All
financial  and other  information  about the Fund for  periods  prior to July 1,
1993,  relates to such former fund.  On July 1, 1993,  the Company also assumed,
through  its  INVESCO  Cash  Reserves  Fund and  INVESCO  Tax-Free  Money  Fund,
respectively,  all of the assets and  liabilities of those Funds'  predecessors,
Financial Daily Income Shares, Inc. (incorporated in Colorado on October 14,
1975) and Financial Tax-Free Money Fund, Inc. (incorporated in
Colorado on March 4, 1983).  The overall supervision of the Company
is the responsibility of its board of directors.

<PAGE>





      Pursuant to an agreement  with the  Company,  INVESCO  Funds  Group,  Inc.
("INVESCO"),  7800 E.  Union  Avenue,  Denver,  Colorado,  serves as the  Fund's
investment adviser. INVESCO is primarily responsible for providing the Fund with
various  administrative  services,  and  supervising  the Fund's daily  business
affairs.  These  services  are  subject  to  review  by the  Company's  board of
directors.

      The following  individual serves as the portfolio manager for the Fund and
is primarily  responsible for the day-to-day  management of the Fund's portfolio
of securities:

Richard R. Hinderlie                Portfolio manager of the Fund since
                                    1993; portfolio manager of INVESCO
                                    Cash Reserves Fund and INVESCO U.S.
                                    Government Securities Fund; co-
                                    portfolio manager of INVESCO Short-
                                    Term Bond Fund; portfolio manager of
                                    INVESCO Trust Company since 1993;
                                    Securities Analyst with Bank Western
                                    from 1987 to 1992; B.A., Pacific
                                    Lutheran University; M.B.A., Arizona
                                    State University.

      INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC
is a financial holding company which,  through its subsidiaries,  engages in the
business  of  investment  management  on an  international  basis.  INVESCO  was
established in 1932 and, as of May 31, 1994, managed 13 mutual funds, consisting
of 34 separate portfolios, with combined assets of approximately $9.6 billion on
behalf of over 863,000 shareholders.

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"),  7800 E.  Union  Avenue,  Denver,  Colorado,  serves  as the  Company's
sub-adviser.  INVESCO Trust, a trust company  founded in 1969, is a wholly-owned
subsidiary  of INVESCO that served as adviser or  sub-adviser  to 31  investment
portfolios as of May 31, 1994,  including 25  portfolios  in the INVESCO  group.
These 31 portfolios had aggregate assets of approximately $9.6 billion as of May
31, 1994. In addition,  INVESCO Trust provides investment management services to
private  clients,  including  employee  benefit  plans that may be invested in a
collective  trust  sponsored by INVESCO  Trust.  INVESCO  Trust,  subject to the
supervision of INVESCO, is primarily  responsible for selecting and managing the
Fund's  investments.  Although  the  Fund is not a party  to the  sub-  advisory
agreement, the agreement has been approved by the shareholders of the Fund.

     The Fund pays INVESCO a monthly fee which is based on a  percentage  of its
average net assets,  determined  daily. The maximum rate payable by the Fund for
each fiscal  year is 0.50% of the first $300  million of its average net assets,
0.40% of the next $200  million  of its  average  net  assets,  and 0.30% of its
average net assets in excess of $500 million.  For the fiscal year ended May 31,
1994,  the  investment  advisory  fees paid by the Fund amounted to 0.50% of its
average net assets.  Out of its  advisory  fee which it receives  from the Fund,
INVESCO pays INVESCO Trust, as the Fund's  sub-adviser,  a monthly fee, which is
computed at the annual rate of 0.15% of the Fund's average net assets. No fee is
paid by the Fund to INVESCO Trust.

<PAGE>
      The Company also has entered  into an  Administrative  Service  Agreement,
dated April 30, 1993 (the "Administrative Agreement"), with INVESCO. Pursuant to
the   Administrative   Agreement,   INVESCO  performs  certain   administrative,
recordkeeping   and  internal  sub-  accounting   services,   including  without
limitation,  maintaining general ledger and capital stock accounts,  preparing a
daily trial  balance,  calculating  net asset value  daily,  providing  selected
general ledger reports and providing  sub-accounting and recordkeeping  services
for Fund  shareholder  accounts  maintained by certain  retirement  and employee
benefit plans for the benefit of participants in such plans.  For such services,
the Fund pays INVESCO a fee  consisting of a base fee of $10,000 per year,  plus
an additional  incremental  fee computed at an annual rate of 0.015% per year of
the average net assets of the Fund.  INVESCO  also is paid a fee by the Fund for
providing transfer agent services. See "Additional Information."

      The Fund's expenses, which are accrued daily, are deducted from the Fund's
total  income  before  dividends  are paid.  Total  expenses of the Fund for the
fiscal  year  ended  May 31,  1994,  including  investment  advisory  fees  (but
excluding  brokerage  commissions  which  are  included  as a cost of  acquiring
securities),  amounted to 0.75% of the Fund's average net assets, as a result of
a voluntary  expense  limitation agreed upon by the Fund and INVESCO in order to
ensure that the Fund's total  expenses do not exceed 0.75% of the Fund's average
net assets. If such voluntary  expense limit had not been in effect,  the Fund's
total expenses for the fiscal year ended May 31, 1994 would have been 1.00%.

      INVESCO,  as the Company's  investment  adviser,  or INVESCO Trust, as the
Company's  sub-adviser,  places  orders for the  purchase  and sale of portfolio
securities  with brokers and dealers  based upon  INVESCO's  evaluation of their
financial  responsibility  coupled with their ability to effect  transactions at
the best available prices.  Although the Fund does not market its shares through
intermediary  brokers  or  dealers,  the Fund may  place  orders  for  portfolio
transactions  with  qualified  broker/dealers  which  recommend the Fund or sell
shares of the Fund to  clients,  or act as agent in the  purchase of Fund shares
for  clients,  if  management  of the  Fund  believes  that the  quality  of the
transaction  and  commission  are  comparable  to  those  available  from  other
qualified brokerage firms.
<PAGE>

HOW SHARES CAN BE PURCHASED


      The Fund's shares are sold on a continuous basis by INVESCO, as the Fund's
Distributor at the net asset value per share next calculated  after receipt of a
purchase  order in good  form and of  federal  funds by the Fund,  as  described
below.  No sales  charge is  imposed  upon the sale of  shares  of the Fund.  To
purchase  shares of the Fund,  send a check made payable to INVESCO Funds Group,
Inc., together with a completed application form, to:

                        INVESCO FUNDS GROUP, INC.
                        Post Office Box 173706
                        Denver, Colorado  80217-3706

      Purchase  orders must  specify the Fund in which the  investment  is to be
made.

      The minimum  initial  purchase  must be at least $1,000,  with  subsequent
investments  of  not  less  than  $50,  except  that:  (1)  those   shareholders
establishing an EasiVest or direct payroll purchase account,  as described below
in the Prospectus  section entitled "Services Provided by the Fund", may open an
account  without  making any initial  investment  if they agree to make regular,
minimum  purchases  of at least  $50;  (2) Fund  management  may permit a lesser
amount  to be  invested  in  the  Fund  under  a  federal  income  tax-sheltered
retirement  plan (other than an IRA Account),  or under a group  investment plan
qualifying as a sophisticated  investor;  (3) those shareholders investing in an
Individual Retirement Account (IRA) or through omnibus accounts where individual
shareholder  recordkeeping and  sub-accounting are not required may make initial
minimum purchases of $250; and (4) Fund management  reserves the right to reduce
or waive the  minimum  purchase  requirements  in its sole  discretion  where it
determines such action is in the best interests of the Fund. The minimum initial
purchase   requirement  of  $1,000,  as  described  above,  does  not  apply  to
shareholder  account(s)  in any of the INVESCO  funds opened prior to January 1,
1993,  and,  thus,  is not a minimum  balance  requirement  for  those  existing
accounts.  However,  for  shareholders  already  having  accounts  in any of the
INVESCO  funds,  all initial share  purchases in a new Fund  account,  including
those made using the exchange privilege, must meet the Fund's applicable minimum
investment requirements.

      Because  the Fund seeks to be fully  invested  at all  times,  an order to
purchase shares will not be effective until an investor's check can be converted
into  available  federal funds (i.e.,  monies held on deposit within the Federal
Reserve System) under regular banking processing  procedures.  Checks drawn on a
member bank of the Federal  Reserve  System  normally are converted into federal
funds within two or three business days  following  receipt of the checks by the
Fund.  In the case of checks drawn on banks which are not members of the Federal
Reserve System, it may take longer for federal funds to become available. During
the period of time prior to receipt of federal funds,  an investor's  money will
not be invested in the Fund and will not earn any  dividends.  During such time,
an investor's money is held in a separate custodial account,


<PAGE>



which results in no interest or other economic benefit accruing to INVESCO.  The
purchase of shares can be expedited  by placing  bank wire or overnight  courier
orders. Overnight courier orders must meet the above minimum requirements. In no
case can a bank  wire  order be in an  amount  less  than  $1,000.  For  further
information,  the  purchaser  may call the Fund's  office by using the telephone
number  on the  cover of this  Prospectus.  Orders  sent by  overnight  courier,
including  Express Mail,  should be sent to the street address,  not Post Office
Box, of INVESCO Funds Group,  Inc., at 7800 E. Union Avenue,  Suite 800, Denver,
CO 80237.

      If your check does not clear, you will be responsible for any related loss
the Fund or INVESCO  incurs.  If you are  already a  shareholder  in the INVESCO
funds, the Fund has the option to redeem shares from any identically  registered
account  in the Fund or any other  INVESCO  fund as  reimbursement  for any loss
incurred.  You may also be prohibited or restricted from making future purchases
in any of the INVESCO funds.

      Persons who invest in the Fund through a securities  broker may be charged
a commission  or  transaction  fee for the handling of the  transaction,  if the
broker  so  elects.  Any  investor  may  deal  directly  with  the  Fund  in any
transaction, however, and, in that event, there is no such charge.

      The Fund reserves the right in its sole discretion to reject any order for
purchase of its shares  (including  purchases by exchange) when, in the judgment
of management, such rejection is in the best interest of the Fund.

      Net asset value per share of the Fund is  computed  once each day that the
New York Stock  Exchange  is open as of the close of  trading  on that  Exchange
(presently  4:00  p.m.,  New York time) and also may be  computed  on other days
under certain circumstances. Net asset value per share is calculated by dividing
the  market  value of all of the Fund's  securities  plus the value of its other
assets  (including  dividends and interest accrued but not collected),  less all
liabilities (including accrued expenses), by the number of outstanding shares of
the Fund. As a result of using the amortized cost valuation  method to value its
securities and as a result of declaring  dividends daily, the Fund expects,  but
cannot guarantee, that it will be able to maintain a constant net asset value of
$1.00 per share.

SERVICES PROVIDED BY THE FUND

     Shareholder  Accounts.  INVESCO maintains a share account that reflects the
current holdings of each shareholder.  A separate account will be maintained for
a shareholder for each fund in which the shareholder invests. Share certificates
will be issued only upon specific request.  Since certificates must be carefully
safeguarded  and must be surrendered in order to exchange or redeem Fund shares,
most shareholders do not request share  certificates in order to facilitate such
transactions.   Each  shareholder  is  sent  a  detailed  confirmation  of  each
transaction  in shares of the Fund.  Shareholders  whose only  transactions  are
through the EasiVest,  direct payroll  purchase,  automatic  monthly exchange or
periodic withdrawal programs, or are reinvestments of dividends or capital gains
in the same or another Fund, will receive confirmations of those transactions on
their quarterly  statements.  For information  regarding a shareholder's account
and  transactions,  the  shareholder  may call the  Fund's  office  by using the
telephone number on the cover of this Prospectus.

<PAGE>
      Reinvestment  of  Distributions.  Income  dividends  paid by the  Fund are
automatically reinvested in additional shares of the Fund at the net asset value
per share of the Fund in effect on the ex-  dividend  date. A  shareholder  may,
however,  elect to reinvest  dividends  in certain of the other  no-load  mutual
funds advised and distributed by INVESCO, or to receive payment of all dividends
in excess of $10.00 by check by giving  written  notice to  INVESCO at least two
weeks  prior to the record date on which the change is to take  effect.  Further
information concerning these options can be obtained by calling INVESCO.

      Periodic  Withdrawal  Plan.  A Periodic  Withdrawal  Plan is  available to
shareholders  who own or purchase  shares of any mutual funds advised by INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is  established,  the  shareholder  owns shares  having a value of at least
$5,000 in the fund from which the withdrawals  will be made.  Under the Periodic
Withdrawal Plan,  INVESCO,  as agent,  will make specified  monthly or quarterly
payments  of any  amount  selected  (minimum  payment  of  $100)  to  the  party
designated by the  shareholder.  Notice of all changes  concerning  the Periodic
Withdrawal Plan must be received by INVESCO at least two weeks prior to the next
scheduled check. Further information  regarding the Periodic Withdrawal Plan and
its requirements and tax consequences can be obtained by contacting INVESCO.

      Exchange Privilege.  Shares of the Fund may be exchanged for shares of any
other fund of the Company,  as well as for shares of any of the following  other
no-load mutual funds, which are also advised and distributed by INVESCO,  on the
basis of their respective net asset values at the time of the exchange:  INVESCO
Diversified  Funds,  Inc.,  INVESCO Dynamics Fund, Inc., INVESCO Emerging Growth
Fund,  Inc.,  INVESCO Growth Fund,  Inc.,  INVESCO Income Funds,  Inc.,  INVESCO
Industrial  Income  Fund,  Inc.,  INVESCO  International  Funds,  Inc.,  INVESCO
Multiple Asset Funds,  Inc.,  INVESCO Specialty Funds,  Inc.,  INVESCO Strategic
Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO Value Trust.

      An exchange  involves  redemption of shares in the Fund and  investment of
the  redemption  proceeds in shares of another  fund of the Company or in one of
the funds listed above.  Exchanges will be made at the net asset value per share
next determined  after receipt of an exchange  request in proper order. Any gain
or loss realized on an exchange is recognizable  for federal income tax purposes
by


<PAGE>



the shareholder. Exchange requests may be made either by telephone or by written
request to INVESCO Funds Group,  Inc.,  using the telephone number or address on
the cover of this  Prospectus.  Exchanges made by telephone must be in an amount
of at least $250, if the exchange is being made into an existing  account of one
of the INVESCO  funds.  All exchanges that establish a new account must meet the
Fund's  applicable  minimum initial  investment  requirements.  Written exchange
requests into an existing  account have no minimum  requirements  other than the
Fund's applicable minimum subsequent investment requirements.

      The  privilege  of  exchanging  Fund shares by  telephone  is available to
shareholders automatically unless expressly declined. By signing the new account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone exchange privileges, the investor has agreed that the Fund will not be
liable for following  instructions  communicated  by telephone that it resonably
believes to be  genuine.  The Fund  employs  procedures,  which it believes  are
reasonable,  designed to confirm that exchange  instructions are genuine.  These
may include recording telephone instructions and providing written confirmations
of exchange transactions.  As a result of this policy, the investor may bear the
risk of any loss  due to  unauthorized  or  fraudulent  instructions;  provided,
however, that if the Fund fails to follow these or other reasonable  procedures,
the Fund may be liable.

      In order to prevent abuse of this privilege to the  disadvantage  of other
shareholders, the Fund reserves the right to terminate the exchange privilege of
any  shareholder  who requests  more than four  exchanges a year.  The Fund will
determine  whether  to do so based on a  consideration  of both  the  number  of
exchanges any particular  shareholder,  or group of shareholders,  has requested
and the time period over which those exchange requests have been made,  together
with  the  level of  expense  to the  Fund  which  will  result  from  effecting
additional  exchange  requests.  The exchange  privilege also may be modified or
terminated at any time.  Except for those limited instances where redemptions of
the  exchanged  security are suspended  under  Section  22(e) of the  Investment
Company Act of 1940,  or where sales of the fund into which the  shareholder  is
exchanging  are  temporarily  stopped,  notice  of  all  such  modifications  or
termination  of the exchange  privilege  will be given at least 60 days prior to
the date of termination or the effective date of the modification.

      Before making an exchange,  the shareholder should review the prospectuses
of the funds involved and consider their  differences,  and should be aware that
the exchange privilege may only be available in those states where exchanges may
be  legally  made,  which  will  require  that the  shares  being  acquired  are
registered  for  sale in the  shareholder's  state  of  residence.  Shareholders
interested  in  exercising  the  exchange  privilege  may  contact  INVESCO  for
information concerning their particular exchanges.

      

<PAGE>


     Automatic  Monthly  Exchange.  Shareholders who have accounts in any of the
mutual funds  distributed  by INVESCO may arrange for a fixed  dollar  amount of
their fund shares to be automatically  exchanged for shares of any other INVESCO
mutual fund listed under  "Exchange  Privilege" on a monthly basis.  The minimum
monthly exchange in this program is $50.00.  This automatic exchange program can
be  changed by the  shareholder  at any time by  notifying  INVESCO at least two
weeks prior to the date the change is to be made. Further information  regarding
this service can be obtained by contacting INVESCO.

      EasiVest.  For  shareholders  who want to  maintain a schedule  of monthly
investments,  EasiVest uses various methods to draw a preauthorized  amount from
the  shareholder's  bank  account  to  purchase  Fund  shares.   This  automatic
investment  program can be changed by the  shareholder at any time by writing to
INVESCO at least two weeks  prior to the date the change is to be made.  Further
information regarding this service can be obtained by contacting INVESCO.

      Direct Payroll  Purchase.  Shareholders  may elect to have their employers
make automatic purchases of Fund shares for them by deducting a specified amount
from their regular paychecks.  This automatic investment program can be modified
or terminated at any time by the shareholder by notifying the employer.  Further
information regarding this service can be obtained by contacting INVESCO.

      Tax-Sheltered  Retirement  Plans.  Shares of the Fund may be purchased for
self-employed   retirement  plans,   individual   retirement   accounts  (IRAs),
simplified employee pension plans, and corporate  retirement plans. In addition,
shares can be used to fund tax qualified plans  established under Section 403(b)
of the  Internal  Revenue Code by  educational  institutions,  including  public
school   systems  and  private   schools,   and  certain   kinds  of  non-profit
organizations,  which  provide  deferred  compensation  arrangements  for  their
employees.

      Prototype forms for the  establishment  of these various plans,  including
where  applicable,  disclosure  statements  required  by  the  Internal  Revenue
Service,  are available  from INVESCO.  INVESCO Trust  Company,  a subsidiary of
INVESCO,  is qualified  to serve as trustee or  custodian  under these plans and
provides the required  services at competitive  rates.  Retirement  plans (other
than IRAs) receive monthly statements  reflecting all transactions in their Fund
accounts.  IRAs receive the  confirmations  and quarterly  statements  described
under  "Shareholder  Accounts." For complete  information,  including  prototype
forms and service  charges,  call INVESCO at the telephone  number listed on the
cover of this  Prospectus  or send a written  request to:  Retirement  Services,
INVESCO Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.




<PAGE>

HOW TO REDEEM SHARES


      You may  redeem all or any  portion  of the shares in your  account at any
time by check,  telephone,  or mail, as described below. Shares of the Fund will
be redeemed at their current net asset value next determined  after a request in
proper  form  is  received  at  the  Fund's  office.  (See  "How  Shares  Can Be
Purchased.")  As stated  above,  the Fund  expects,  but  cannot  guarantee,  to
maintain a $1.00 per share constant net asset value.

      If the shares to be redeemed  are  represented  by stock  certificates,  a
written request for redemption signed by the registered  shareholder(s)  and the
certificates  must be forwarded to INVESCO  Funds Group,  Inc.,  Post Office Box
173706,  Denver,  Colorado  80217-3706.  Redemption  requests  sent by overnight
courier,  including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO  Funds Group,  Inc. at 7800 E. Union  Avenue,  Suite 800,
Denver,  CO 80237. If no  certificates  have been issued,  a written  redemption
request  signed by each  registered  owner of the  account may be  submitted  to
INVESCO  at the  address  noted  above.  If  shares  are  held in the  name of a
corporation,  additional  documentation  may be  necessary.  Call or  write  for
specifics.  If payment for the  redeemed  shares is to be made to someone  other
than the registered owner(s), the signature(s) must be guaranteed by a financial
institution  which qualifies as an eligible  guarantor  institution.  Redemption
procedures  with respect to accounts  registered in the names of  broker/dealers
may differ from those applicable to other shareholders.

      Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each Fund in which they invest.

      Payments of redemption proceeds will be mailed within seven days following
receipt of the  required  documents.  However,  payment may be  postponed  under
unusual  circumstances,  such as when normal  trading is not taking place on the
New York Stock Exchange,  an emergency as defined by the Securities and Exchange
Commission exists, or the shares to be redeemed were purchased by check and that
check has not yet cleared, provided,  however, that all redemption proceeds will
be paid out promptly upon  clearance of the purchase check (which may take up to
15 days).

      Because of the high relative costs of handling small accounts,  should the
value of any  shareholder's  account fall below $250 as a result of  shareholder
action, the Fund reserves the right to effect the involuntary  redemption of all
shares in such account,  in which case the account  would be liquidated  and the
proceeds  forwarded  to  the  shareholder.  Prior  to  any  such  redemption,  a
shareholder  will be  notified  and given 60 days to  increase  the value of the
account to $250 or more.

      Shareholders  with $1,000 or more in their account may avail themselves of
the Check  Withdrawal  Option. A one-time charge of $5 will be made to institute
the option.  Checks will be furnished at no charge and may be written in amounts
of not less than $500.


<PAGE>



Shares in the Fund will be  redeemed  to cover  payment  of checks  drawn by the
shareholder.  INVESCO  reserves  the right to institute a charge for checks upon
notice to all shareholders with the option.  Further information  regarding this
option may be obtained by contacting INVESCO.

      Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request  expedited  redemption  of shares having a value of at
least $250 (or redemption of all shares if their value is less than $250),  held
in accounts maintained in their name by telephoning  redemption  instructions to
INVESCO,  using  the  telephone  number  on the  cover of this  Prospectus.  The
redemption proceeds,  at the shareholder's  option, either will be mailed to the
address listed for the shareholder's Fund account,  or wired (minimum of $1,000)
or mailed to the bank  which the  shareholder  has  designated  to  receive  the
proceeds of telephone  redemptions.  The Fund charges no fee for effecting  such
telephone redemptions.  Unless the Fund's management permits a larger redemption
request to be placed by  telephone,  a  shareholder  may not place a  redemption
request by telephone in excess of $25,000. These telephone redemption privileges
may be  modified or  terminated  in the future at the  discretion  of the Fund's
management.

      For  INVESCO  Trust  Company   sponsored   federal  income   tax-sheltered
retirement plans, the term  "shareholders" is defined to mean plan trustees that
file  a  written  request  to be  able  to  redeem  Fund  shares  by  telephone.
Shareholders  should understand that, while the Fund will attempt to process all
telephone  redemption  requests  on an  expedited  basis,  there  may be  times,
particularly in periods of severe economic or market  disruption,  when (a) they
may encounter  difficulty  in placing a telephone  redemption  request,  and (b)
processing  telephone  redemptions  will  require  up  to  seven  business  days
following receipt of the redemption  request,  or additional time because of the
unusual circumstances set forth above.

      The  privilege  of  redeeming  Fund shares by  telephone  is  available to
shareholders  automatically unless expressly declined.  By signing a new account
Application,  a Telephone  Redemption  Authorization form or otherwise utilizing
telephone redemption  privileges,  the shareholder has agreed that the Fund will
not be liable for  following  instructions  communicated  by  telephone  that it
reasonably  believes  to be  genuine.  The  Fund  employs  procedures,  which it
believes are  reasonable,  designed to confirm that telephone  instructions  are
genuine.  These may  include  recording  telephone  instructions  and  providing
written confirmation of transactions initiated by telephone. As a result of this
policy,  the  investor  may bear the  risk of any  loss due to  unauthorized  or
fraudulent  instructions;  provided,  however,  that if the Fund fails to follow
these or other reasonable procedures, the Fund may be liable.




<PAGE>

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES


      Dividends and Capital Gain Distributions.  Substantially all of the Fund's
net investment  income will be paid out to shareholders.  Net investment  income
consists  of all  interest  income  accrued on  portfolio  securities,  less all
expenses of the Fund for the  applicable  period.  Dividends from net investment
income are declared daily and paid monthly. Dividends and capital gains, if any,
are  automatically  reinvested in additional shares of the Fund at the net asset
value on the  ex-dividend  date,  unless you request  otherwise.  (See "Services
Provided by the Fund--Reinvestment of Distributions.")

      Taxes.  The  Fund  intends  to  distribute  substantially  all of its  net
investment income and capital gains, if any, to shareholders, and to continue to
qualify for tax treatment under  Subchapter M of the Internal  Revenue Code as a
regulated  investment  company.  Thus,  it is not expected that the Fund will be
required to pay any federal income taxes.  Shareholders (other than those exempt
from income tax) normally will have to pay federal  income taxes,  and any state
and local income taxes, on the dividends and distributions they receive from the
Fund,  whether  such  dividends  and  distributions  are  received  in  cash  or
reinvested in additional shares. Shareholders of the Fund are advised to consult
their own tax advisers with respect to these matters.

      Under the Internal  Revenue Code as currently in effect,  distributions of
net investment income and net realized  short-term  capital gains are taxable as
ordinary income to shareholders,  and no portion of such distributions qualifies
for  the  dividends-received  deduction  for  corporations.  At the  end of each
calendar  year,  shareholders  are sent full  information  on the Fund's income,
dividends and capital gain  distributions for tax purposes.  Shareholders of the
Fund are  advised  to  consult  their own tax  advisers  with  respect  to these
matters.

      The Fund is  required to withhold  and remit to the U.S.  Treasury  31% of
dividend payments,  capital gain distributions,  and redemption proceeds for any
account on which the owner provides an incorrect taxpayer identification number,
no number, or no certified number for a new account.

ADDITIONAL INFORMATION

     Voting  Rights.  All  shares  of the  Fund,  and the other two funds of the
Company,  have equal voting  rights based on one vote for each share owned.  The
Company is not  generally  required and does not expect to hold  regular  annual
meetings of  shareholders;  however,  the board of  directors  will call special
meetings of shareholders  for the purpose,  among other reasons,  of voting upon
the  question of removal of a director or directors  when  requested to do so in
writing by the holders of 10% or more of the  outstanding  shares of the Company
or  as  may  be  required  by  applicable  law  or  the  Company's  Articles  of
Incorporation.  The Company will assist shareholders in communicating with other
shareholders as required by the Investment Company Act of 1940. Directors may be
removed by action of the holders of a majority of the outstanding  shares of the
Company.

<PAGE>





      Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Fund at the  telephone  number or mailing  address set forth on the cover
page of this Prospectus.

      Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 E.
Union Avenue,  Denver,  Colorado 80237,  acts as registrar,  transfer agent, and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which provides that the Fund will pay a fee of $21.00 per shareholder account or
omnibus account  participant per year. The transfer agency fee is not charged to
each shareholder's or participant's  account but is an expense of the Fund to be
paid from the Fund's assets. In addition, registered broker-dealers, third party
administrators of tax-qualified  retirement plans and other entities may provide
sub- transfer agency services to the Fund which reduce or eliminate the need for
identical  services to be  provided  on behalf of the Fund by  INVESCO.  In such
cases,  INVESCO  is  authorized  to pay the third  party an annual  sub-transfer
agency fee of up to $21.00 per  participant in the third party's omnibus account
out of the transfer agency fee which is paid to INVESCO by the Fund.
<PAGE>

                        INVESCO MONEY MARKET FUNDS, INC.

                       INVESCO U.S. Government Money Fund
                              A no-load  mutual fund seeking  
                              safety and current income.

                              PROSPECTUS
                              September 30, 1994



To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement  plans,  or to obtain  current  account  or price  information,  call
toll-free:

      1-800-525-8085

To reach PAL, your 24-hour Personal Account Line, call:

      1-800-424-8085

Or write to:

      INVESCO Funds Group, Inc., Distributor
      7800 E. Union Avenue, Suite 800
      Post Office Box 173706
      Denver, Colorado  80217-3706

If you're in Denver, visit one of our convenient Investor Centers:

      Cherry Creek
      155-B Fillmore Street

      Denver Tech Center
      7800 East Union Avenue
      Lobby Level







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission