INVESCO DYNAMICS FUND INC /
497, 1995-06-01
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                    INVESCO Diversified Funds, Inc.
                       INVESCO Small Company Fund
                          (November 30, 1994)

                      INVESCO Dynamics Fund, Inc.
                           (August 31, 1994)

                  INVESCO Industrial Income Fund, Inc.
                         (November 1, 1994, As
                     Supplemented November 1, 1994)

                   INVESCO Multiple Asset Funds, Inc.
                  INVESCO Multi-Asset Allocation Fund
                         INVESCO Balanced Fund
                          (November 30, 1994)

             Supplement to the Prospectuses of Above Funds,
               Dates of Which are Indicated in Parentheses

The fourth paragraph in the section of INVESCO  Industrial  Income Fund,  Inc.'s
Prospectus  entitled "How Shares Can Be Purchased,"  and the fifth  paragraph in
the sections of the remaining  Funds'  Prospectuses  entitled "How Shares Can Be
Purchased," are hereby amended to read as follows:


      Orders to purchase Fund shares can be placed by  telephone.  Shares of the
      Fund will be issued at the net asset value next  determined  after receipt
      of telephone instructions.  Generally,  payments for telephone orders must
      be received by the Fund within three business days or the  transaction may
      be cancelled.  In the event of such  cancellation,  the purchaser  will be
      held responsible for any loss resulting from a decline in the value of the
      shares. In order to avoid such losses, purchasers should send payments for
      telephone  purchases by overnight courier or bank wire. INVESCO has agreed
      to indemnify the Fund for any losses  resulting from the  cancellation  of
      telephone purchases.


The date of this Supplement is June 1, 1995.


<PAGE>



PROSPECTUS
August 31, 1994

                          INVESCO DYNAMICS FUND, INC.

- -----------------------------------------------------------------

      INVESCO  DYNAMICS FUND,  INC. (the "Fund") seeks to achieve its investment
objective  of  providing  its  shareholders   appreciation  of  capital  through
aggressive  investment  policies  by  investing  its  assets  in  a  variety  of
securities which are believed to present  possibilities for capital enhancement.
The Fund  normally  invests  primarily in common  stocks but may invest in other
kinds of securities when determined  appropriate by management.  The Fund should
not be considered by investors seeking current income.

      This  Prospectus  provides you with the basic  information you should know
before  investing  in the  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                                        11

      HOW SHARES CAN BE PURCHASED                                        13

      SERVICES PROVIDED BY THE FUND                                      15

      HOW TO REDEEM SHARES                                               18

      DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES                   20

      ADDITIONAL INFORMATION                                             21


     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. ----------

THE  STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  AUGUST 31,  1994,  IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.



<PAGE>



ANNUAL FUND EXPENSES

      The Fund is  no-load;  there are no fees to  purchase,  exchange or redeem
shares. The Fund,  however,  is authorized to pay a distribution fee pursuant to
Rule 12b-1 under the  Investment  Company  Act of 1940.  (See "How Shares Can Be
Purchased--Distribution  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                                                      0.60%
12b-1 Fees                                                          0.25%
Other Expenses                                                      0.32%
   Transfer Agency Fee                                0.17%
   General Services, Administrative
     Services, Registration,
     Postage(1)                                       0.15%
   Total Fund Operating Expenses(2)                                 1.17%

      (1)  Includes,  but is not  limited to,  fees and  expenses of  directors,
custodian bank, legal counsel,  auditors, a securities pricing service, 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.

      (2) If necessary,  certain Fund expenses will be absorbed  voluntarily  by
the Fund's investment adviser and sub-adviser in order to ensure that the Fund's
total operating expenses will not exceed 1.21% of the Fund's average net assets.
This policy is  applicable to Fund  expenses  incurred on or after  September 1,
1994.

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
                $12           $37         $65          $143

      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. 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.

      As a result of the 0.25%  Rule 12b-1 fee paid by the Fund,  investors  who
own  Fund  shares  for a long  period  of time may pay  more  than the  economic
equivalent of the maximum  front-end sales charge  permitted for mutual funds by
the National  Association of Securities  Dealers,  Inc.,  which currently ranges
from 6.25% to 8.5% of the amount invested.


<PAGE>



FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding throughout each Period)

      The  following   information   has  been  audited  by  Price   Waterhouse,
independent accountants. This information should be read in conjunction with the
audited  financial  statements and the auditor's report 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 on the cover of this
Prospectus.

INVESCO Dynamics Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>

Year Ended April 30
<S>                 <C>        <C>       <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>      
                        1994       1993      1992       1991      1990       1989      1988       1987      1986       1985
                        ---------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value -
   Beginning of
   Period             $10.89      $9.57     $8.50      $7.39     $7.14      $6.65     $8.42      $8.59     $7.28      $6.87
                       ----------------------------------------------------------------------------------------------------
INCOME FROM 
   INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)             (0.02)     (0.03)    (0.02)       0.05      0.13       0.13      0.02       0.02      0.05       0.09
Net Gains or (Losses)
   on Securities
   (Both Realized
   and Unrealized)      1.99       1.64      2.05       1.64      0.54       0.48    (1.30)       1.58      2.56       0.41
                       ----------------------------------------------------------------------------------------------------
Total From Investment
   Operations           1.97       1.61      2.03       1.69      0.67       0.61    (1.28)       1.60      2.61       0.50
                       ----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income    0.00       0.00      0.00       0.05      0.13       0.12      0.02       0.02      0.06       0.09
Distributions from
   Capital Gains        2.71       0.29      0.96       0.53      0.29       0.00      0.47       1.75      1.24       0.00
                       ----------------------------------------------------------------------------------------------------
Total
   Distributions        2.71       0.29      0.96       0.58      0.42       0.12      0.49       1.77      1.30       0.09
                       ----------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period      $10.15     $10.89     $9.57      $8.50     $7.39      $7.14     $6.65      $8.42     $8.59      $7.28
                       ====================================================================================================
TOTAL RETURN          17.86%     16.80%    23.47%     23.11%     9.29%      9.20%  (14.72%)     21.65%    35.93%      7.18%

RATIOS
Net Assets -
   End of Period
   ($000 Omitted)   $287,293   $231,100  $153,956   $100,860   $60,817    $89,755   $83,651    $91,042   $87,640    $73,734
Ratio of Expenses
   to Average Net
   Assets              1.17%      1.20%     1.18%      1.15%     0.98%      0.98%     1.02%      0.92%     0.90%      0.78%
Ratio of Net
   Investment Income
   (Loss) to Average
   Net Assets        (0.37%)    (0.38%)   (0.17%)      0.59%     1.47%      1.77%     0.28%      0.27%     0.63%       1.30

Portfolio Turnover
   Rate                 169%       144%      174%       243%      225%       237%      199%       234%      246%       152%
</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 172706, Denver, Colorado 80217-3706; or by 
calling 1-800-525-8085.
<PAGE>


PERFORMANCE DATA

      From  time to time,  the Fund  advertises  its total  return  performance.
Performance  figures are based upon historical  earnings and are not intended to
indicate  future  performance.  The  "total  return"  of the Fund  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  gain
distributions, to the end of a specified period. Periods of one year, five years
and ten years are used.

      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, any given
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  indices of investment  results for the same period,
and/or  assessments  of the quality of shareholder  service,  may be provided to
shareholders.  Such  indices  include  indices  provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services,  Inc., Lehman Brothers,  National
Association of Securities Dealers Automated  Quotations,  Frank Russell Company,
Value Line  Investment  Survey,  the American  Stock  Exchange,  Morgan  Stanley
Capital International,  Wilshire Associates, the Financial Times Stock Exchange,
the New York Stock Exchange,  the Nikkei Stock Average and Deutcher Aktienindex,
all of which are unmanaged market indicators.  In addition,  rankings,  ratings,
and comparisons of investment  performance  and/or assessments of the quality of
shareholder service appearing in publications such as Money, Forbes, 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


<PAGE>



services, may be used in advertising.  The Lipper Analytical
Services, Inc. mutual fund rankings and comparisons which may be
used by the Fund in performance reports will be drawn from the
"Mid-Cap Funds" mutual fund grouping, in addition to the broad-
based Lipper general fund groupings.

INVESTMENT OBJECTIVE AND POLICIES

      The investment  objective of the Fund is to seek  appreciation  of capital
through  aggressive  investment  policies.  Current  income is not a significant
investment  consideration.  The Fund seeks to achieve its objective  through the
investment  of its  assets in a variety  of  securities  which are  believed  to
present  opportunities  for  capital  enhancement.  The  Fund  normally  invests
primarily in common stocks,  but may invest in convertible or straight issues of
debentures and preferred stocks, when determined appropriate by management.  The
common  stocks  and  preferred  stocks  purchased  by the Fund are traded in the
United States on national or regional stock exchanges or on the over-the-counter
market.

      One of the principal  factors in the selection of portfolio  securities is
management's  evaluation of relatively  short-term  market  factors  believed to
affect a particular  security,  including current information about the company,
indicated  investor  interest and price  movements of the  security,  as well as
general market and monetary  conditions.  Securities purchased on this basis may
be held for relatively short periods of time and consequently result in a higher
rate of portfolio turnover than that of many other mutual funds. This policy may
cause the Fund's  portfolio  turnover rate to exceed 200%, and would cause it to
incur greater brokerage  commissions than would otherwise be the case and result
in a greater  percentage of the Fund's capital gains being short-term gains. The
Fund's portfolio  turnover rate is set forth under  "Financial  Highlights." The
Fund's  portfolio  turnover  rate,  along with the Fund's  brokerage  allocation
policies, are discussed in the Statement of Additional Information.

      During periods of uncertain markets or economic conditions,  as determined
by  management,  the Fund may  depart  from its  objective  of  seeking  capital
appreciation  and invest  temporarily  in high quality money market  instruments
(such as short-term  U.S.  Government  obligations,  certificates of deposit and
commercial  paper),  or in high  quality (AA or above)  corporate  bonds in such
amounts as the  investment  adviser may  determine  appropriate  for purposes of
preserving liquidity and capital.

      Because  prices  of  stocks  fluctuate  from day to day,  the  value of an
investment in the Fund will vary based upon the Fund's  investment  performance.
The Fund invests in many different companies in a variety of industries in order
to attempt to reduce its overall exposure to investment and market risks.  There
is no assurance that the Fund's investment objective will be attained.


<PAGE>



Foreign Securities

      The Fund's investments in equity securities and corporate debt obligations
may consist of investments  issued by foreign  issuers.  Up to 25% of the Fund's
total  assets,  measured at the time of  purchase,  may be invested  directly in
foreign securities.  Securities of Canadian issuers and securities  purchased by
means of  American  Depository  Receipts  ("ADRs")  are not  subject to this 25%
limitation. ADRs are receipts, typically issued by a U.S. bank or trust company,
evidencing ownership of the underlying foreign securities.  ADRs are denominated
in U.S. dollars and trade in the U.S. securities markets.

      For U.S. investors, the returns on foreign securities are
influenced not only by the returns on the foreign investments
themselves, but also by currency risk (i.e., changes in the value
of the currencies in which the securities are denominated relative
to the U.S. dollar).  In a period when the U.S. dollar generally
rises against foreign currencies, the returns on foreign securities
for a U.S. investor are diminished.  By contrast, in a period when
the U.S. dollar generally declines, the returns on foreign
securities generally are enhanced.

      Other risks and  considerations  of  international  investing  include the
following: differences in accounting, auditing and financial reporting standards
which may  result  in less  publicly  available  information  than is  generally
available with respect to U.S.  issuers;  generally  higher  commission rates on
foreign  portfolio  transactions  and longer  settlement  periods;  the  smaller
trading volumes and generally  lower  liquidity of foreign stock markets,  which
may result in greater price volatility; foreign withholding taxes payable on the
Fund's  foreign  securities,   which  may  reduce  dividend  income  payable  to
shareholders; the possibility of expropriation or confiscatory taxation; adverse
changes in investment or exchange  control  regulations;  political  instability
which could affect U.S. investment in foreign countries;  potential restrictions
on  the  flow  of  international  capital;  and  the  possibility  of  the  Fund
experiencing difficulties in pursuing legal remedies and collecting judgments.

Repurchase Agreements

      The Fund  may  enter  into  repurchase  agreements  with  respect  to debt
instruments  eligible for investment by the Fund.  These  agreements are entered
into with member banks of the Federal Reserve System, registered broker-dealers,
and registered government securities dealers,  which are deemed creditworthy.  A
repurchase  agreement,  which may be  considered a "loan"  under the  Investment
Company Act of 1940,  is a means of investing  monies for a short  period.  In a
repurchase agreement,  the Fund acquires a debt instrument (generally a security
issued by the U.S.  government or an agency thereof, a banker's  acceptance or a
certificate of deposit)  subject to resale to the seller at an agreed upon price
and date (normally, the next business day). In the event that the


<PAGE>



original seller defaults on its obligation to repurchase the security,  the Fund
could incur costs or delays in seeking to sell such security.  To minimize risk,
the securities  underlying each repurchase agreement will be maintained with the
Fund's  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 Fund's board of directors.  Pursuant to its agreement  with certain  states,
the Fund will not enter into a repurchase  agreement maturing in more than seven
days if as a result more than 5% of the Fund's total assets would be invested in
such  repurchase  agreements  and other  illiquid  securities.  The Fund has not
adopted  any limit on the amount of its total  assets  that may be  invested  in
repurchase agreements maturing in seven days or less.

Illiquid Securities

      In addition,  the Fund is  authorized  to invest in  securities  which are
illiquid  because they are subject to restrictions on their resale  ("restricted
securities")  or  because,  based  upon  their  nature  or the  market  for such
securities,  they are not readily marketable.  However, the Fund has agreed with
certain states that it will not purchase any such security if the purchase would
cause the Fund to invest more than 5% of its total assets,  measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days will be considered  illiquid for purposes of this restriction.  Also,
until  such  time  as the  Fund's  board  of  directors  adopts  procedures  for
determining  whether  securities  issued in offerings made pursuant to Rule 144A
under the Securities Act of 1933 should be treated as illiquid investments,  all
such  securities  purchased  under  that  Rule  will be  regarded  as  illiquid.
Investments in illiquid  securities involve certain risks to the extent that the
Fund may be unable to  dispose of such a  security  at the time  desired or at a
reasonable  price. In addition,  in order to resell a restricted  security,  the
Fund  might  have to bear the  expense  and incur  the  delays  associated  with
effecting registration.

Securities Lending

      The Fund  also may lend its  securities  to  qualified  brokers,  dealers,
banks, or other financial  institutions.  This practice permits the Fund to earn
income,  which, in turn, can be invested in additional  securities to pursue the
Fund's  investment   objective.   Loans  of  securities  by  the  Fund  will  be
collateralized by cash, letters of credit, or securities issued or guaranteed by
the U.S. government or its agencies equal to at least 100% of the current market
value of the loaned securities,  determined on a daily basis. Lending securities
involves  certain  risks,  the most  significant  of  which  is the risk  that a
borrower  may fail to  return  a  portfolio  security.  The  Fund  monitors  the
creditworthiness of borrowers in order to minimize such risks. The Fund will not
lend  any  security  if,  as a  result  of such  loan,  the  aggregate  value of
securities


<PAGE>



then on loan would  exceed  33-1/3%  of the  Fund's net assets  (taken at market
value).

Investment Restrictions

      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 company or in one industry.
In addition,  except where indicated to the contrary,  the investment objectives
and policies  described in this section are  fundamental  and may not be changed
without a vote of the Fund's shareholders.

THE FUND AND ITS MANAGEMENT

      The Fund 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  Fund  assumed  all of  the  assets  and  liabilities  of the  Fund's
predecessor,  Financial  Dynamics Fund, Inc.,  which was incorporated  under the
laws of Colorado on February 17, 1967. All financial and other information about
the Fund for periods  prior to July 1, 1993,  relates to such former  fund.  The
overall supervision of the Fund is the responsibility of its board of directors.

      Pursuant  to an  agreement  with  the  Fund,  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 Fund'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:

Timothy J. Miller, C.F.A.                 Portfolio manager of the Fund
                                          since 1993; portfolio manager
                                          of the Leisure Portfolio of
                                          INVESCO Strategic Portfolios,
                                          Inc.; vice president (1993 to
                                          present) and portfolio manager
                                          (1992 to present) of INVESCO
                                          Trust Company.  Formerly (1979
                                          to 1992), analyst and portfolio
                                          manager with Mississippi Valley
                                          Advisors.  B.S.B.A., St. Louis
                                          University; M.B.A., University
                                          of Missouri; Chartered
                                          Financial Analyst.


<PAGE>



      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 April 30, 1994,  managed  thirteen  mutual funds,
consisting of 34 separate portfolios, with combined assets of approximately $9.5
billion on behalf of over 861,000 shareholders.

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"),  7800  E.  Union  Avenue,  Denver,  Colorado,   serves  as  the  Fund'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 April 30, 1994,  including 25 portfolios in the INVESCO  group.
These 31 portfolios  had aggregate  assets of  approximately  $9.3 billion as of
April 30, 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 upon a  percentage  of
the Fund's  average  net assets  determined  daily.  The fee is  computed at the
annual rate of 0.60% of the first $350 million of the Fund's average net assets;
0.55% of the next $350  million of the Fund's  average net assets;  and 0.50% of
the Fund's  average  net assets in excess of $700  million.  For the fiscal year
ended April 30,  1994,  investment  advisory  fees paid by the Fund  amounted to
0.60% 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 0.25% of the Fund's average
net assets up to $200  million,  and 0.20% of the Fund's  average  net assets in
excess of $200 million. No fee is paid by the Fund to INVESCO Trust.

      The Fund 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 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."


<PAGE>



      The Fund's  expenses,  which are accrued  daily,  are deducted  from total
income before dividends are paid. Total expenses of the Fund for the fiscal year
ended  April  30,  1994,  including  investment  advisory  fees  (but  excluding
brokerage commissions,  which are a cost of acquiring  securities),  amounted to
1.17% of the Fund's average net assets.

      INVESCO, as the Fund's investment adviser, or INVESCO Trust, as the Fund'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. The Fund may market its shares through intermediary brokers or
dealers that have entered into Dealer  Agreements  with  INVESCO,  as the Fund's
Distributor,  under which such  intermediary  brokers or dealers  generally  are
compensated through the payment of continuing  quarterly fees at the annual rate
of up to 0.25% of the  average  aggregate  net asset value of  outstanding  Fund
shares sold by such  entities,  measured on each  business day during a calendar
quarter.  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.

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. 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


<PAGE>



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
requirement.

      The purchase of shares can be  expedited  by placing bank wire,  overnight
courier,  or  telephone  orders.  Overnight  courier  orders must meet the above
minimum investment requirements. In no case can a bank wire order or a telephone
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, Colorado 80237.

      Orders to purchase Fund shares can be placed by  telephone.  Shares of the
Fund will be issued at the net asset  value  next  determined  after  receipt of
telephone  instructions.  Payments for telephone  orders must be received by the
Fund within seven  business days or the  transaction  will be cancelled.  In the
event of such cancellation,  the purchaser will be held responsible for any loss
resulting  from a decline  in the value of the  shares.  INVESCO  has  agreed to
indemnify the Fund for any losses resulting from such cancellations.

      If your check does not clear, or if a telephone purchase must be cancelled
due to  nonpayment,  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 also
may 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. 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.


<PAGE>



      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. If market  quotations are not readily  available,  a security or other
asset will be valued at fair value as  determined  in good faith by the board of
directors.  Debt securities with remaining maturities of 60 days or less will be
valued at amortized cost,  absent unusual  circumstances,  so long as the Fund's
board of directors believes that such value represents fair value.

      Distribution  Expenses.  The Fund is authorized under a Plan and Agreement
of Distribution  pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the  "Plan") to use its assets to finance  certain  activities  relating to the
distribution of its shares to investors.  Under the Plan,  which was implemented
on  November  1, 1990,  monthly  payments  may be made by the Fund to INVESCO to
reimburse it for particular  expenditures incurred by INVESCO during the rolling
12-month period in which that month falls in connection with the distribution of
the Fund's shares to investors.  These  expenditures  may include the payment of
compensation  (including incentive  compensation and/or continuing  compensation
based on the amount of customer  assets  maintained  in the Fund) to  securities
dealers and other financial  institutions  and  organizations  to obtain various
distribution-related  and/or administrative services for the Fund. Such services
may  include,   among  other  things,   processing   new   shareholder   account
applications,   preparing  and   transmitting   to  the  Fund's  Transfer  Agent
computer-processable  tapes of all transactions by customers, and serving as the
primary source of information to customers in answering questions concerning the
Fund, and their transactions with the Fund.

      In addition,  other reimbursable  expenditures  include those incurred for
advertising,  the preparation and distribution of sales literature,  the cost of
printing and distributing  prospectuses to prospective investors, and such other
services and  promotional  activities as may from time to time be agreed upon by
the Fund and its board of  directors,  including  public  relations  efforts and
marketing programs to communicate with investors and prospective investors.

      Under the Plan,  the  Fund's  reimbursement  to  INVESCO  is limited to an
amount computed at an annual rate of 0.25 of 1% of the Fund's average net assets
during the month. INVESCO is not entitled to reimbursement for overhead expenses
under the Plan, but may be reimbursed  for all or a portion of the  compensation
paid for salaries and other employee benefits for the personnel of INVESCO whose
primary responsibilities involve marketing shares of the


<PAGE>



INVESCO funds,  including the Fund.  Payment amounts by the Fund under the Plan,
for any month, may only be made to reimburse or pay expenditures incurred during
the  rolling  12-month  period  in  which  that  month  falls;  therefore,   any
reimbursable  expenses incurred by INVESCO in excess of the limitation described
above are not  reimbursable  and will be borne by INVESCO.  No further  payments
will be made by the Fund under the Plan in the event of its  termination.  Also,
any  payments  made by the Fund may not be used to finance the  distribution  of
shares of any other  mutual fund advised by INVESCO.  Payments  made by the Fund
under the Plan for  compensation  of marketing  personnel,  as noted above,  are
based on an  allocation  formula  designed to ensure that all such  payments are
appropriate.

SERVICES PROVIDED BY THE FUND

      Shareholder Accounts.  INVESCO maintains a share account that reflects the
current holdings of each  shareholder.  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.  These programs are discussed below. 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  and  capital  gain
distributions are  automatically  reinvested in additional shares of the Fund at
the net asset value per share in effect on the record date. A  shareholder  may,
however,  elect to reinvest  dividends and capital gain distributions in certain
of the other no-load  mutual funds  advised and  distributed  by INVESCO,  or to
receive payment of all dividends and  distributions 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


<PAGE>



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
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 Emerging Growth
Fund,  Inc.,  INVESCO Growth Fund,  Inc.,  INVESCO Income Funds,  Inc.,  INVESCO
Industrial Income Fund, Inc., INVESCO  International  Funds, Inc., INVESCO Money
Market Funds,  Inc.,  INVESCO  Multiple  Asset Funds,  Inc.,  INVESCO  Strategic
Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO Value Trust.

      An exchange  involves the  redemption of shares in the Fund and investment
of  the  redemption  proceeds  in  shares  of one of  the  funds  listed  above.
Redemption will be made at the net asset value per share next  determined  after
receipt  of an  exchange  request  in  proper  order.  Shares  of the fund to be
acquired will be purchased when the proceeds from  redemption  become  available
(normally  on the day the request is received but under  certain  circumstances,
where Fund  management  considers  a delay to be  necessary  to avoid an adverse
effect on the  redeeming  fund,  up to seven days  thereafter)  at the net asset
value of those shares next determined  after acceptance of the purchase order by
that  fund in  accordance  with  that  fund's  customary  policy  for  accepting
investments.  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


<PAGE>



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.

      Automatic Monthly  Exchange.  Shareholders who have accounts in any one or
more 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


<PAGE>



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.

HOW TO REDEEM SHARES

      Shares of the Fund may be redeemed at any time at their  current net asset
value per share next  determined  after a request in proper  form is received at
the Fund's  office.  (See "How  Shares Can Be  Purchased.")  Net asset value per
share at the time of the  redemption may be more or less than the price you paid
to  purchase  your  shares,  depending  primarily  upon  the  Fund's  investment
performance.

      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


<PAGE>



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.

      Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited  redemption of shares having a minimum value
of $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 may require up to seven days following receipt
of the telephone redemption request, or


<PAGE>



additional   time   because  of   postponements   resulting   from  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.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES

      Dividends.  In addition to any  increase in the value of your shares which
may occur from increases in the values of the Fund's  investments,  the Fund may
earn income in the form of dividends and interest on its investments. The Fund's
policy is to distribute  substantially  all of this income,  less  expenses,  to
shareholders  on an annual or semiannual  basis at the  discretion of the Fund's
board of directors.  Dividends are  automatically  reinvested in additional Fund
shares  at the  net  asset  value  on the  ex-dividend  date,  unless  otherwise
requested. See "Services Provided by the Fund--Reinvestment of Distributions."

      Capital  Gains.  Capital gains or losses are the result of the Fund's sale
of its  portfolio  securities at prices that are higher or lower than the prices
paid by the Fund to purchase such securities.  Total gains from such sales, less
any losses from such sales  (including  losses carried forward from prior years)
represent net realized  capital  gains.  The Fund  distributes  its net realized
capital gains, if any, to  shareholders at least annually,  usually in December.
Capital gain distributions are automatically  reinvested in additional shares of
the Fund at the net  asset  value  per  share 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 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


<PAGE>



shares of the same or  another  fund.  Shareholders  of the Fund are  advised to
consult their own tax advisers with respect to these matters.

      Dividends  paid  by the  Fund  from  net  investment  income,  as  well as
distributions  of net  realized  capital  gains  are,  for  federal  income  tax
purposes,  taxable  as  ordinary  income  to  shareholders.  At the  end of each
calendar year,  shareholders  are sent full information on dividends and capital
gain distributions, including information as to the portions taxable as ordinary
income and long-term capital gains, and the amount of dividends eligible for the
dividends-received deduction available for corporations.  During the fiscal year
ended April 30, 1994, 1.99% of the dividends  declared by the Fund qualified for
the dividends-received corporate deduction.

      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 have equal voting  rights based on
one vote for each share owned.  The Fund 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 Fund or as may be required by  applicable  law or the
Fund's  Articles  of  Incorporation.   The  Fund  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 or more
of the outstanding shares of the Fund.

      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 $14.00 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


<PAGE>



INVESCO.  In such cases,  INVESCO is authorized to pay the third party an annual
sub-transfer  agency fee of up to $14.00 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 DYNAMICS FUND, INC.
                         A No-load mutual fund seeking
                          capital appreciation through
                        aggressive investment policies.


                                   PROSPECTUS
                                August 31, 1994



To receive  general  information  and  prospectuses  on any of INVESCO  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 (PAL) 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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