INVESCO MONEY MARKET FUNDS INC
497, 1999-06-09
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                        INVESCO MONEY MARKET FUNDS, INC.
                       INVESCO U.S. Government Money Fund
                           INVESCO Cash Reserves Fund
                           INVESCO Tax-Free Money Fund

                Supplement to Prospectus Dated October 1, 1998

Effective May 13, 1999, the section of the Funds'  Prospectus  entitled  "Annual
Fund  Expenses" is amended to (1) delete the third  paragraph and (2) substitute
the following in its place:

      We calculate  annual  operating  expenses as a  percentage  of each Fund's
      average  annual  net  assets.  To  keep  expenses   competitive,   INVESCO
      reimburses the Tax-Free Money Fund for certain expenses in excess of 0.85%
      of the Fund's  average net assets  effective May 13, 1999 and 0.75% of the
      Fund's average net assets prior to May 13, 1999, the U.S. Government Money
      Fund for  certain  expenses  in excess of 0.85% of the Fund's  average net
      assets and the Cash Reserves Fund for certain  expenses in excess of 0.90%
      of the Fund's average net assets.  All expense caps include excess amounts
      that have been offset by the expense offset arrangement described below.

Effective May 13, 1999, the section of the Funds'  Prospectus  entitled  "Annual
Fund  Expenses" is amended to (1) delete only the Tax-Free Money Fund section of
the Annual Fund  Operating  Expenses  table and  footnote 2 to the table and (2)
substitute the following in their place:

      TAX-FREE MONEY FUND
      Management Fee                                        0.50%
      12b-1 Fees                                            None
      Other Expenses1,2                                     0.36%
      Total Fund Operating Expenses1,2                      0.86%

     2.  Certain expenses of the Funds are absorbed by INVESCO.  In the absence
         of such absorbed expenses, the U.S. Government  Money Fund's "Other
         Expenses" and "Total Fund Operating Expenses" would have been 0.65%
         and 1.15%, respectively; the Cash Reserves Fund's "Other Expenses"
         and "Total Fund Operating Expenses" would have been 0.54% and 0.96%,
         respectively; and the Tax-Free Money Fund's "Other Expenses" and
         "Total Fund Operating Expenses" would have been 0.60% and 1.10%,
         respectively, based on each Fund's actual expenses for the fiscal
         year ended May 31, 1998.

The remainder of the table and the footnote 1 are not affected by this change.

Effective May 13, 1999, the section of the Funds'  Prospectus  entitled  "Annual
Fund  Expenses - Example" is amended to (1) delete the first  paragraph  and (2)
substitute the following in its place:

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

                        1 Year     3 Years     5 Years     10 Years
      U.S. Government
        Money           $9          $28         $48         $108
      Cash Reserves     $9          $29         $51         $112
      Tax-Free Money    $9          $28         $48         $106
<PAGE>

Effective  June  1,  1999,  the  section  of  the  Funds'  Prospectus   entitled
"Investment  Policies  And Risks -  Investment  Restrictions"  is amended to (1)
delete the entire  section,  and (2)  substitute  the  following  section in its
place:

      INVESTMENT RESTRICTIONS.
      The Funds  are  subject  to a  variety  of  restrictions  regarding  their
      investments   that  are   identified   in  the   Statement  of  Additional
      Information. Certain of the Funds' investment restrictions are fundamental
      and may not be altered without the approval of a Fund's shareholders.  For
      example,  with respect to 100% of its total assets,  a Fund (except to the
      extent  permitted  under Rule 2a-7 of the 1940 Act, or any successor  rule
      thereto)  may not purchase the  securities  of any one issuer  (other than
      securities  issued  or  guaranteed  by the U.S.  government  or any of its
      agencies  or   instrumentalities,   or  securities  of  other   investment
      companies) if the purchase  would cause a Fund to have more than 5% of its
      total  assets  invested  in the  issuer  or to have  more  than 10% of the
      outstanding  voting securities of that issuer. In addition,  the Funds may
      not purchase the securities of any issuer (other than securities issued or
      guaranteed   by  the  U.S.   government   or  any  of  its   agencies   or
      instrumentalities,   municipal   securities,   or  securities   issued  or
      guaranteed by domestic banks, including U.S. branches of foreign banks and
      foreign branches of U.S. banks) if, as a result, more than 25% of a Fund's
      total  assets  would be  invested in the  securities  of  companies  whose
      principal business activities are in the same industry.  Other fundamental
      restrictions  prohibit a Fund from  lending more that 33 1/3% of its total
      assets to other parties and from  borrowing  money in an aggregate  amount
      exceeding 33 1/3% of a Fund's total assets.

Effective May 13, 1999, the section of the Funds' Prospectus entitled "The Funds
And Their  Management"  is amended  to (1)  delete  the third,  fourth and fifth
sentences of the thirteenth  paragraph and (2) substitute the following in their
place:

      Certain Fund expenses are absorbed by INVESCO in order to ensure that each
      Fund's total operating expense do not exceed the following  percentages of
      each Fund's Average net assets:  U.S.  Government Money Fund,  0.85%; Cash
      Reserves Fund,  0.90%;  and Tax-Free Money Fund,  0.85%  effective May 13,
      1999 and 0.75%  prior to May 13,  1999.  These  commitments  are in effect
      until the May 2000 meeting of the Company's board of directors, and may be
      changed  following  consultation  with the  board.  In the  absence of the
      expense  limitations,  each Fund's  total  operating  expenses  would have
      equaled the following  percentages of each Fund's average net assets: U.S.
      Government  Money Fund,  1.15%;  Cash Reserves Fund,  0.96%;  and Tax-Free
      Money Fund, 1.10%.

The  section of the Funds'  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

The chart in the Funds'  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling are represented by stock  certificates,  the certificates must
      be sent to INVESCO before we can process your redemption.

The date of this Supplement is June 1, 1999.
<PAGE>

                        INVESCO MONEY MARKET FUNDS, INC.
                       INVESCO U.S. Government Money Fund
                           INVESCO Cash Reserves Fund
                           INVESCO Tax-Free Money Fund

              Supplement to Statement of Additional Information
                              Dated October 1, 1998

Effective  June 1, 1999,  the section of the  Company's  Statement of Additional
Information  ("SAI")  entitled  "Investment  Policies  And  Restrictions  - U.S.
Government  Obligations" is amended to (1) delete the first two sentences in the
first paragraph, and (2) substitute the following sentence in its place:

      The Funds may invest in U.S. government obligations without limit.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And Restrictions - Repurchase  Agreements" is amended to (1) delete the
last  sentence of the first  paragraph and (2)  substitute  the following in its
place:

      A Fund will not enter into  repurchase  agreements  maturing  in more than
      seven  days,  if as a  result,  more than 10% of its net  assets  would be
      invested in such repurchase agreements and other illiquid securities.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And  Restrictions - Investment  Restrictions"  is amended to (1) delete
the section in its entirety,  and (2)  substitute  the following  section in its
place:

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

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

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

     2.  except to the extent permitted under Rule 2a-7 of the 1940 Act, or any
         successor rule thereto, purchase the securities of any issuer (other
         than securities issued or guaranteed by the U.S. government or any
         of its agencies or instrumentalities, or securities of other
         investment  companies) if, as a result, (i) more than 5% of the
         Fund's total assets would be invested in the securities of that
         issuer, or (ii) the Fund would hold more than 10% of the outstanding
         voting securities of that issuer;
<PAGE>

     3.  underwrite  securities of other  issuers,  except  insofar as it may be
         deemed  to be an  underwriter  under  the  Securities  Act of 1933,  as
         amended,  in connection  with the  disposition of the Fund's  portfolio
         securities;

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

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

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

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

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

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

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

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

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

     C.  The Fund does not  currently  intend to purchase  any security if, as a
         result, more than 15% of its net assets would be invested in securities
         that are deemed to be  illiquid  because  they are  subject to legal or
         contractual  restrictions  on resale or because  they cannot be sold or
         disposed of in the  ordinary  course of business at  approximately  the
         prices at which they are valued.

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

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

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

      Each state (including the District of Columbia and Puerto Rico), territory
      and possession of the United States, each political  subdivision,  agency,
      instrumentality  and authority  thereof,  and each  multi-state  agency of
      which a state is a member is a  separate  "issuer."  When the  assets  and
      revenues  of an  agency,  authority,  instrumentality  or other  political
      subdivision are separate from the government  creating the subdivision and
      the  security  is backed only by assets and  revenues of the  subdivision,
      such subdivision would be deemed to be the sole issuer.  Similarly, in the
      case of an Industrial  Development  Bond or Private Activity Bond, if that
      bond is backed  only by the assets and  revenues  of the  non-governmental
      user,  then  that  non-governmental  user  would be  deemed to be the sole
      issuer.



Effective May 13, 1999, the section of the Company's SAI entitled "The Funds And
Their Management - Administrative  Services  Agreement" is amended to (1) delete
the third paragraph and (2) substitute the following in its place:

      As full  compensation  for  services  provided  under  the  Administrative
      Services Agreement,  each Fund pays a monthly fee to INVESCO consisting of
      a base  fee of  $10,000  per  year,  plus an  additional  incremental  fee
      computed  daily and paid  monthly at an annual  rate of 0.015% per year of
      the  average  net assets of the Fund prior to May 13,  1999 and 0.045% per
      year of the average net assets of the Fund effective May 13, 1999.

The date of this Supplement is June 1, 1999.






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