INVESCO MONEY MARKET FUNDS INC
497, 1995-07-28
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                           INVESCO CASH RESERVES 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....................................                      0.44%
12b-1 Fees........................................                      None
Other Expenses(1).................................                      0.37%
  Transfer Agency Fee.............................            0.24%
  General Services, Administrative
    Services, Registration, Postage (2)...........            0.13%
Total Fund Operating Expenses(1)..................                      0.81%

(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%  (from  July 1, 1994  through  April  30,  1995) and 0.85%
(effective May 1, 1995) of the Fund's average net assets.

(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 $1,000  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 0.81% 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%
      (from July 1, 1994  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 Cash Reserves Fund

                 A Series of INVESCO Money Market Funds, Inc.


      INVESCO Cash  Reserves  Fund (the "Fund") seeks as high a level of current
income as is consistent  with  liquidity and safety of capital by investing in a
variety of  short-term  money market  securities.  An  investment in the Fund is
neither  insured nor  guaranteed by the U.S.  Government.  The Fund's shares are
offered at net asset  value,  which is expected to be $1.00 per share.  However,
there can be no  assurance  that the Fund will be able to  maintain a stable net
asset value of $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  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 Tax-Free Money Fund
and INVESCO U.S. Government 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 Cash Reserves 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., P.O. Box 173706, Denver, Colorado 80217-3706; or by
calling 1-800-525-8085.
                                 -----------
<PAGE>

TABLE OF CONTENTS                                                         Page


ANNUAL FUND EXPENSES                                                       6

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.
<PAGE>

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                                                          0.44%
12b-1 Fees                                                              None
Other Expenses (after absorbed expenses)(1)                             0.31%
  Transfer Agency Fee                                 0.24%
  General Services, Administrative
    Services, Registration, Postage (2)               0.07%
Total Fund Operating Expenses                                           0.75%
  (after absorbed expenses)(1)

      (1)  Certain  Fund  expenses  will be  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.  This
policy is applicable to Fund expenses  incurred on or after July 1, 1994. In the
absence of such voluntary  expense  limitation,  the Fund's "Other Expenses" and
"Total Fund Operating Expenses" in the above table would have been 0.37% and 
0.81%,  respectively,  of the Fund's average net assets,  based on the actual
expenses of the Fund for the fiscal year ended May 31, 1994.

      (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 $1,000 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
                              Ended       Ended
                              May 31      May 31                        Year Ended January 31
                              -----------------------------------------------------------------------------------------------------
<S>                           <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C> 
                               1994    1993+     1993     1992     1991     1990     1989     1988     1987     1986     1985
PER SHARE DATA
Net Asset Value --
   Beginning of Period        $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $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     0.05     0.07     0.08     0.07     0.06     0.06     0.07     0.10
                              -----------------------------------------------------------------------------------------------------

Net Asset Value --
   End of Period              $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00    $1.00
                         ==========================================================================================================
TOTAL RETURN                  2.58%   0.75%*    3.00%    5.35%    7.76%    8.79%    7.25%    6.28%    6.01%     7.76%   10.39%
RATIOS
Net Assets -- End of Period
   ($000 Omitted)             $747,551 $490,932 $506,337 $557,708 $431,808 $396,286 $317,410 $319,216  $178,675  $205,707  $224,120
Ratio of Expenses to Average
   Net Assets                 0.81%   0.98%~    0.80%    0.83%    0.76%    0.79%    0.79%    0.82%     0.81%     0.80%    0.59%
Ratio of Net Investment
   Income to Average Net
   Assets                     2.61%   2.26%~    2.98%    5.17%    7.49%    8.46%    7.04%    6.24%     5.86%     7.45%    9.95%
<FN>

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

*     Not Annualized

~     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 advertises 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  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 Taxable Funds First Tier grouping.

INVESTMENT OBJECTIVE AND POLICIES

      The investment objective of the Fund is to seek 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  through  investment  in  a  diversified  portfolio  of  high-quality,
short-term debt obligations,  each of which must mature within one year from the
date of purchase.  Because the Fund  invests in high  quality,  short-term  debt
obligations, 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.

      The  securities  in which the Fund invests  consist of: (1) United  States
Government  obligations,  consisting  of  securities  issued or guaranteed as to
principal  or  interest  by the  U.S.  Government  or one  of  its  agencies  or
instrumentalities, such as Treasury bills, bonds, and notes, Government National
Mortgage  Association  participation   certificates,   Federal  Home  Loan  Bank
securities,  and Federal  National  Mortgage  Association  bonds; (2) commercial
paper,  limited  to  obligations  which  are  rated by at least  two  nationally
recognized  statistical rating  organizations  ("NRSROs"),  generally Standard &
Poor's Corporation ("S&P") and Moody's Investors Service, Inc.  ("Moody's"),  in
the highest  short-term rating category (A-1 by S&P and Prime-1 by Moody's),  or
where the obligation is rated by only one NRSRO, such obligation is rated in the
highest short-term rating category, generally A-1 or Prime-1; (3) obligations of
domestic  banks (as described in the Statement of  Additional  Information)  and
their foreign  affiliates,  consisting of  certificates  of deposit and bankers'
acceptances; and (4) corporate obligations, consisting of bonds, debentures and


<PAGE>



notes.  Domestic bank and corporate  obligations must be rated in one of the two
highest  short-term rating categories by at least two NRSROs or by one NRSRO, if
the  obligation  has been  rated  by only one  NRSRO.  The  Fund may  invest  in
obligations  which are not rated by any NRSRO if the Fund's  investment  adviser
determines,  in an  analysis  similar  to that  performed  by an NRSRO in rating
similar securities and issuers,  that the instrument is of comparable quality to
a security rated in one of the two highest  short-term  rating  categories.  The
Fund will at all times invest at least 95% of its assets in securities  rated in
the highest  short-term  rating category by at least two NRSROs or by one NRSRO,
if the  security  has been rated by only one  NRSRO,  or in  comparable  unrated
securities,  which the adviser  determines  present  minimal  credit risk. For a
description  of  the  relevant  rating  categories   applicable  to  the  Fund's
investments, see Appendix A in the Statement of Additional Information.

      The Fund is subject to  certain  restrictions,  which are set forth in the
Statement of Additional Information,  regarding its investments which may not be
altered  without the  approval of the Fund's  shareholders.  Those  restrictions
include, among others,  limitations with respect to the percentages of the value
of its total assets which may be invested in any one issuer or in one  industry.
The Fund may not invest more than 5% of its total  assets in the  securities  of
any one  issuer,  other  than  obligations  issued  or  guaranteed  by the  U.S.
Government.  In  addition,  the  Fund's  investment  objective  stated  above is
fundamental and may not be changed without a vote of the Fund's shareholders.

      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.

      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
types of 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


<PAGE>



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.  While 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 either U.S.
government securities or securities that are otherwise eligible for inclusion in
the Fund's portfolio, which are rated in the highest rating category by at least
two NRSROs, or one NRSRO if such securities are rated by only one NRSRO.

      The Fund  also may  place a  portion  of its  assets  in  interest-bearing
accounts with domestic  banks meeting the criteria set forth in the Statement of
Additional  Information,  under which the Fund is free to withdraw its assets at
any time without  suffering any interest  reduction or other  penalty.  One year
obligations  issued not more than 375 days prior to maturity  will be considered
as meeting  the  Fund's  investment  requirements.  In  addition,  the Fund will
maintain a dollar-weighted  average  portfolio  maturity of 90 days or less, and
will  limit  its  portfolio  investments  to  United  States  dollar-denominated
instruments  which are eligible for investment by the Fund under  applicable SEC
rules.

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.
It was  incorporated  on April 2, 1993,  under the laws of Maryland.  On July 1,
1993,  the  Company  assumed  on  behalf  of the  Fund  all of  the  assets  and
liabilities of the Fund's predecessor fund, Financial Daily Income Shares, Inc.,
which was  incorporated  under the laws of  Colorado on October  14,  1975.  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 Tax- Free Money Fund and INVESCO U.S. Government Money Fund,
respectively,  all of the assets and  liabilities of those funds'  predecessors,
Financial Tax-Free Money Fund, Inc. (incorporated in


<PAGE>



Colorado  on March 4,  1983) and the  Financial  U.S.  Government  Money Fund of
Financial  Series Trust (a  Massachusetts  business trust  organized on July 15,
1987). The overall supervision of the Company is the responsibility of its board
of directors.

      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
                                    U.S. Government Money 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 shareholders of the Fund.

      


<PAGE>

The Fund pays INVESCO a monthly fee which is based upon a percentage of the
Fund's  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 the  Fund's
average net  assets;  0.40% of the next $200  million of the Fund's  average net
assets;  and 0.30% of the Fund's  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 0.44% of the Fund's 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.

      The Company also has entered into an  Administrative  Services  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 the 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 0.81% of the  Fund's  average  net  assets.  However,
certain fund expenses will be absorbed  voluntarily by INVESCO and INVESCO Trust
in order to ensure that the Funds's  total  operating  expenses  will not exceed
0.75% of the Fund's  average  net  assets.  This  policy is  applicable  to Fund
expenses incurred on or after July 1, 1994.

      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  the  investor's  check  can be
converted into available federal funds (i.e.,  moneys 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


<PAGE>



invested  in the Fund and will not earn any  dividends.  During  such  time,  an
investor's money is held in a separate  custodial  account,  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. In that event, there is no sales 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 value of all of the  Fund's  securities  plus the value of its other  assets
(including 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 portfolio  securities
and declaring income 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


<PAGE>



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.

      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 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 contacting 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


<PAGE>



of an exchange request in proper order. Any gain or loss realized on an exchange
is  recognizable  for federal income tax purposes by 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 reasonably
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 in 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 accounts 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 minimum 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 held 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  otherwise  requested.  (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 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 and capital gain  distributions  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 two other  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.


<PAGE>



Directors  may  be  removed  by  action  of the  holders  of a  majority  of the
outstanding shares of the Company.

      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 Cash Reserves Fund A no-load  mutual
                                    fund seeking high 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








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