INVESCO DYNAMICS FUND INC /
497, 1996-05-16
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                           INVESCO Dynamics Fund, Inc.
                            Supplement to Prospectus
                              dated August 31, 1995

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

            Under a Transfer Agency Agreement,  IFG acts as registrar,  transfer
      agent, and dividend disbursing agent for the Fund. The Fund pays an annual
      fee of $20.00 per shareholder  account or omnibus account  participant for
      these services.  Registered broker-dealers,  third party administrators of
      tax-qualified retirement plans and other entities, including affiliates of
      IFG, may provide equivalent  services to the Fund. In these cases, IFG may
      pay,  out of the fee it  receives  from the Fund,  an annual  sub-transfer
      agency or record-keeping fee to the third party.

The date of this Supplement is May 1, 1996.


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                           INVESCO Dynamics Fund, Inc.
           Supplement to Statement of Additional Information
                         Dated August 31, 1995

The  second  paragraph  in the  section of the Fund's  Statement  of  Additional
Information entitled "The Fund and Its Management -- Transfer Agency
Agreement" is hereby amended to read as follows:

            The Transfer  Agency  Agreement  provides that the Fund shall pay to
      INVESCO  a fee of  $20.00  per  shareholder  account  or  omnibus  account
      participant  per year.  This fee is paid monthly at 1/12 of the annual fee
      and is based upon the actual  number of  shareholder  accounts and omnibus
      account  participants in existence during each month. For the fiscal years
      ended April 30, 1995, 1994 and 1993, the Fund paid INVESCO transfer agency
      fees of  $838,096  (prior to the  voluntary  absorption  of  certain  Fund
      expenses by INVESCO), $485,984 and $364,072, respectively.

The section of the Fund's Statement of Additional Information entitled "The Fund
and Its  Management -- Officers and Directors of the Fund" is hereby  amended to
(1) delete the second through the  nineteenth  paragraphs and (2) substitute the
following new paragraphs in their place:

            All of the  officers  and  directors  of the  Fund  hold  comparable
      positions  with  INVESCO   Diversified   Funds,   Inc.,  INVESCO  Emerging
      Opportunity  Funds, 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 Specialty Funds, Inc., INVESCO Strategic  Portfolios,  Inc.,
      INVESCO  Tax-Free  Income Funds,  Inc.,  and INVESCO  Variable  Investment
      Funds,  Inc.  All of the  directors  of the Fund also serve as trustees of
      INVESCO  Value Trust.  In addition,  all of the directors of the Fund also
      are directors of INVESCO  Advisor Funds,  Inc.  (formerly known as The EBI
      Funds,  Inc.); and, with the exception of Mr. Hesser,  trustees of INVESCO
      Treasurer's  Series  Trust.  All of the  officers  of the Fund  also  hold
      comparable  positions  with  INVESCO  Value  Trust.  Set  forth  below  is
      information  with respect to each of the Fund's  officers  and  directors.
      Unless otherwise  indicated,  the address of the directors and officers is
      Post Office Box 173706,  Denver,  Colorado 80217-3706.  Their affiliations
      represent their principal occupations during the past five years.

            CHARLES  W.  BRADY,*+  Chairman  of the  Board.  Chief
      Executive Officer and Director of INVESCO PLC, London, England,
      and of various subsidiaries thereof.  Chairman of the Board of


<PAGE>



      INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series Trust
      and The Global Health Sciences Fund.  Address:  1315 Peachtree
      Street, NE, Atlanta, Georgia.  Born:  May 11, 1935.

            FRED A.  DEERING,+#  Vice Chairman of the Board.  Vice
      Chairman  of  INVESCO  Advisor  Funds,   Inc.,  and  INVESCO
      Treasurer's Series Trust.  Trustee of The Global Health Sciences
      Fund.  Formerly,  Chairman of the  Executive  Committee  and
      Chairman of the Board of Security  Life of Denver  Insurance
      Company, Denver, Colorado; Director of ING America Life Insurance
      Company, Urbaine Life Insurance Company and Midwestern United
      Life Insurance Company.  Address: Security Life Center, 1290
      Broadway, Denver, Colorado.  Born: January 12, 1928.

            DAN J. HESSER,+* President and Director.  Chairman of the
      Board, President, and Chief Executive Officer of INVESCO Funds
      Group, Inc.; Director of INVESCO Trust Company.  Trustee of The
      Global Health Sciences Fund.  Born: December 27, 1939.

            VICTOR L.  ANDREWS,**  Director.  Professor  Emeritus,
      Chairman  Emeritus and Chairman of the CFO Roundtable of the
      Department of Finance of Georgia State University, Atlanta, Georgia;
      President, Andrews Financial Associates, Inc. (consulting firm);
      formerly, member of the faculties of the Harvard Business School
      and the Sloan School of Management of MIT.  Dr.  Andrews is also
      a Director of The Southeastern Thrift and Bank Fund, Inc.  and The
      Sheffield Funds, Inc.  Address: 4625 Jettridge Drive, Atlanta,
      Georgia.  Born: June 23, 1930.

            BOB R. BAKER,+** Director.  President and Chief Executive
      Officer of AMC Cancer Research Center, Denver, Colorado, since
      January 1989; until mid-December 1988, Vice Chairman of the Board
      of First Columbia Financial Corporation (a financial institution),
      Englewood, Colorado.  Formerly, Chairman of the Board and Chief
      Executive Officer of First Columbia Financial Corporation.  Address:
      1775 Sherman Street, #1000, Denver, Colorado.  Born: August 7,
      1936.

            LAWRENCE H. BUDNER,# Director.  Trust Consultant; prior
      to June 30, 1987, Senior Vice President and Senior Trust Officer of
      InterFirst Bank, Dallas, Texas.  Address: 7608 Glen Albens Circle,
      Dallas, Texas.  Born: July 25, 1930.

            DANIEL D. CHABRIS,+# Director.  Financial  Consultant;
      Assistant Treasurer of Colt Industries Inc., New York, New York,
      from 1966 to 1988.  Address: 15 Sterling Road, Armonk, New York.
      Born: August 1, 1923.


<PAGE>




            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr.
      Frazier was employed in various capacities by First Chicago Bank,
      most recently as Executive Vice President of the North American
      Banking Group.  Trustee of The Global Health  Sciences Fund.
      Director of Magellan Health Services, Inc. and of Charter Medical
      Corp. Address: 250 Williams Street, Suite 6000, Atlanta, Georgia.
      Born: June 23, 1944.

            HUBERT L. HARRIS, JR.*, Director.  President of INVESCO
      Services, Inc. (since January 1990).  Director of INVESCO PLC and
      Chief Financial Officer of INVESCO Individual Services Group.
      Member of the Executive Committee of the Alumni Board of Trustees
      of Georgia Institute of Technology.  Address: 1315 Peachtree
      Street, N.E., Atlanta, Georgia.  Born:  July 15, 1943.

            KENNETH T. KING,** Director.  Formerly, Chairman of the
      Board of The  Capitol  Life  Insurance  Company,  Providence
      Washington  Insurance  Company,  and  Director  of  numerous
      subsidiaries thereof in the U.S.  Formerly, Chairman of the Board of
      The Providence  Capitol  Companies in the United Kingdom and
      Guernsey.  Chairman of the Board of the Symbion Corporation (a
      high technology company) until 1987.  Address: 4080 North Circulo
      Manzanillo, Tucson, Arizona.  Born: November 16, 1925.

            JOHN W. McINTYRE,# Director.  Retired.  Formerly, Vice
      Chairman of the Board of Directors of The Citizens and Southern
      Corporation and Chairman of the Board and Chief Executive Officer
      of The Citizens and Southern  Georgia Corp. and Citizens and
      Southern National Bank.  Director of Golden Poultry Co., Inc.
      Trustee of The Global Health Sciences Fund and Gables Residential
      Trust.  Address: 7 Piedmont Center, Suite 100, Atlanta, Georgia.
      Born: September 14, 1930.

            GLEN A. PAYNE, Secretary.  Senior Vice President, General
      Counsel and  Secretary  of INVESCO  Funds  Group,  Inc.  and
      INVESCO Trust Company.  Formerly, employee of a U.S.  regulatory
      agency, Washington, D.C., (June 1973 through May 1989.) Born:
      September 25, 1947.

            RONALD L. GROOMS, Treasurer.  Senior Vice President and
      Treasurer  of INVESCO  Funds Group,  Inc. and INVESCO  Trust
      Company since January 1988.  Born: October 1, 1946.



<PAGE>


            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice
      President of INVESCO Funds Group,  Inc. and Trust Officer of
      INVESCO  Trust  Company.  Formerly,  Vice  President  of 440
      Financial Group from June 1990 to August 1992; Assistant Vice
      President of Putnam Companies from November 1986 to June 1990.
      Born: August 21, 1956.

            ALAN I. WATSON, Assistant Secretary.  Vice President of
      INVESCO Funds Group, Inc.  and Trust Officer of INVESCO Trust
      Company.  Born: September 14, 1941.

            JUDY P. WIESE, Assistant Treasurer.  Vice President of
      INVESCO Funds Group, Inc.  and Trust Officer of INVESCO Trust
      Company.  Born: February 3, 1948.

The ninth  paragraph  of the  section  of the  Fund's  Statement  of  Additional
Information entitled "The Fund and Its Management - Director  Compensation" (the
paragraph  immediately  following  footnote  6) is  hereby  amended  to  read as
follows:

            Messrs.  Brady,  Harris and Hesser , as "interested  persons" of the
      Fund and other  funds in the  INVESCO  Complex,  receive  compensation  as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive any director's fees or other  compensation  from the Fund or other
      funds in the INVESCO  Complex for their services as directors.  Because of
      the possibility  that A.D.  Frazier,  Jr. may become employed by a company
      affiliated  with INVESCO at some point in the future,  he was deemed to be
      an  "interested  person" of the Fund and of the other funds in the INVESCO
      Complex  effective May 1, 1996.  Until such time as Mr.  Frazier  actually
      becomes  employed  by an  INVESCO-affiliated  company,  however,  he  will
      continue to receive the same director's fees and other compensation as the
      Fund's independent directors.

The date of this Supplement is May 1, 1996.











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