INVESCO STOCK FUNDS INC
497, 2000-06-01
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                            INVESCO STOCK FUNDS, INC.

          Supplement to Investor Class Prospectus dated August 31, 1999

The existing class of shares of INVESCO Blue Chip Growth Fund,  INVESCO Dynamics
Fund, INVESCO Endeavor Fund, INVESCO Growth & Income Fund, INVESCO Small Company
Growth Fund, INVESCO S&P 500 Index Fund - Class II and INVESCO Value Equity Fund
is hereby designated as "Investor Class."

The  section of the  Prospectus  entitled  "Investment  Goals And  Strategies  -
INVESCO  Blue Chip Growth  Fund" is amended to (1) delete the first  sentence of
the second paragraph and (2) substitute the following in its place:

       The Fund invests  primarily in common stocks of large  companies that, at
       the  time of  purchase,  have  market  capitalizations  of more  than $15
       billion and that have a history of consistent  earnings growth regardless
       of business cycles.

The  section of the  Prospectus  entitled  "Investment  Goals And  Strategies  -
INVESCO Dynamics Fund" is amended to (1) delete the second sentence of the first
paragraph and (2) substitute the following in its place:

       It primarily invests in common stocks of mid-size  companies - those with
       market capitalizations  between $2 billion and $15 billion at the time of
       purchase  - but also have the  flexibility  to  invest in other  types of
       securities including preferred stocks, convertible securities and bonds.

The  section of the  Prospectus  entitled  "Investment  Goals And  Strategies  -
INVESCO Small Company Growth Fund" is amended to (1) delete the second  sentence
of the first paragraph and (2) substitute the following in its place:

       Most holdings are in  small-capitalization  companies - those with market
       capitalizations under $2 billion at the time of purchase.

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED
      FROM FUND ASSETS

      BLUE CHIP GROWTH FUND
      Management Fee                                        0.55%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)                                  0.27%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)            1.07%
                                                            =====


<PAGE>


      DYNAMICS FUND
      Management Fee                                        0.52%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.30%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.07%
                                                            =====

      INVESCO ENDEAVOR FUND
      Management Fee                                        0.75%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.52%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.52%
                                                            =====

      GROWTH & INCOME FUND
      Management Fee                                        0.75%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.80%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.80%
                                                            =====

      SMALL COMPANY GROWTH FUND
      Management Fee                                        0.72%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.70%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.67%
                                                            =====

      S&P 500 INDEX FUND
      Management Fee                                        0.25%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.53%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.03%
                                                            =====

      VALUE EQUITY FUND
      Management Fee                                        0.75%
      Distribution and Service (12b-1) Fees(1)              0.25%
      Other Expenses(2)(3)(4)                               0.43%
                                                            -----
      Total Annual Fund Operating Expenses(2)(3)(4)         1.43%
                                                            =====

      (1)Because the Funds pay 12b-1 distribution fees which are based upon each
         Fund's  assets,  if you own shares of a Fund for a long period of time,
         you 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.
      (2)Each Fund's Actual Total Annual Fund Operating Expenses were lower than
         the figures  shown,  because their  custodian and transfer  agency fees
         were reduced under expense offset arrangements.

<PAGE>
      (3)The expense  information  presented in the table has been restated from
         the financials to reflect a change in the  administrative  services and
         transfer agency fees.
      (4)Certain  expenses of Endeavor,  Growth & Income,  Small Company Growth,
         S&P 500 Index and Value  Equity  Funds  were  absorbed  voluntarily  by
         INVESCO pursuant to commitments between those Funds and INVESCO.  These
         commitments may be changed at any time following  consultation with the
         board of directors.  After  absorption,  Endeavor Fund's Other Expenses
         and  Total  Annual  Fund  Operating  Expenses  were  0.51%  and  1.51%,
         respectively,  of the Fund's average net assets; Growth & Income Fund's
         Other Expenses and Total Annual Fund Operating  Expenses were 0.52% and
         1.52%,  respectively,  of the Fund's average net assets;  Small Company
         Growth Fund's Other Expenses and Total Annual Fund  Operating  Expenses
         were 0.54% and 1.51%,  respectively,  of the Fund's average net assets;
         S&P 500 Index  Fund's Other  Expenses  and Total Annual Fund  Operating
         Expenses were 0.13% and 0.63%, respectively,  of the Fund's average net
         assets;  and Value Equity  Fund's Other  Expenses and Total Annual Fund
         Operating  Expenses were 0.31% and 1.31%,  respectively,  of the Fund's
         average net assets.

The section of the Prospectus  entitled "Fees And Expenses - Example" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The  Example  assumes  that you  invested  $10,000  in a Fund for the time
      periods  indicated  and  redeemed  all of your  shares  at the end of each
      period.  The Example also assumes that your  investment had a hypothetical
      5% return  each year and that a Fund's  operating  expenses  remained  the
      same. Although the actual costs and performance of a Fund may be higher or
      lower, based on these assumptions your costs would have been:

                                    1 YEAR      3 YEARS     5 YEARS     10 YEARS
      Blue Chip Growth Fund         $  109      $  340      $  590      $1,306
      Dynamics Fund                 $  109      $  340      $  590      $1,306
      INVESCO Endeavor Fund*        $  155      $  480      $  829      $1,813
      Growth & Income Fund*         $  183      $  566      $  975      $2,116
      Small Company Growth Fund     $  170      $  526      $  907      $1,976
      S&P 500 Index Fund            $  105      $  328      $  569      $1,259
      Value Equity Fund             $  146      $  452      $  782      $1,743

      *Annualized

The  section  of the  Prospectus  entitled  "Risks  Associated  With  Particular
Investments  Market  Risk" is amended to (1) delete the third  sentence  and (2)
substitute the following in its place:

      In general, the securities of large businesses with outstanding securities
      worth $15  billion or more have less  volatility  than  those of  mid-size
      businesses  with  outstanding  securities  worth more than $2 billion,  or
      small businesses with outstanding securities worth less than $2 billion.
<PAGE>

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the seventh and ninth  paragraphs in their  entirety,  and (2) substitute
the following in their place:

      TRENT E. MAY is the co-portfolio manager of Growth & Income Fund and
      Small Company Growth Fund, lead portfolio manager of Blue Chip Growth
      Fund and a Chartered Financial Analyst who joined INVESCO in 1996.  Trent
      is also a senior vice president of INVESCO.  Before joining us, he was
      with Munder Capital Management and SunBank Capital Management. He holds
      an M.B.A. from Rollins College and a B.S. in Engineering from Florida
      Institute of Technology.

      FRITZ  MEYER is the lead  portfolio  manager  of Growth & Income  Fund who
      joined  INVESCO in 1996.  He is also a vice  president of INVESCO.  Before
      joining us, he was an executive vice president and portfolio  manager with
      Nelson, Benson & Zellmer, Inc. Fritz holds an M.B.A. from Amos Tuck School
      -  Dartmouth  College  and a  A.B.  with  distinction  in  Economics  from
      Dartmouth College.

The section of the Prospectus entitled "How To Buy Shares" is amended to (1) add
the  following  sentence  at the  end of the  first  paragraph  and  (2) add the
following new subsection after the tenth paragraph:

      If you do not specify a fund or funds,  your  initial  investment  and any
      subsequent purchases will automatically go into INVESCO Cash Reserves Fund
      - Investor Class, a series of INVESCO Money Market Funds, Inc.

      INTERNET  TRANSACTIONS.  Investors  may open new accounts and exchange and
      redeem  shares of any INVESCO  Fund  through the INVESCO Web site.  To use
      this service,  you will need a web browser (presently Netscape version 4.0
      or higher,  Internet Explorer version 4.0 or higher, or AOL version 5.0 or
      higher) and the ability to utilize  the  INVESCO  Web site.  INVESCO  will
      accept  Internet  purchase  instructions  only  for  exchanges  or if  the
      purchase price is paid to INVESCO through debiting your bank account,  and
      any Internet cash  redemptions  will be paid only to the same bank account
      from which the payment to INVESCO  originated.  INVESCO  imposes a maximum
      limit of $25,000 on Internet purchase and redemption  transactions.  Other
      transaction  amounts are discussed in the  Prospectuses for the Funds. You
      may also  download an  application  to open an account  from the Web site,
      complete it by hand, and mail it to INVESCO, along with a check.

      INVESCO employs reasonable procedures to confirm that transactions entered
      into over the Internet are genuine.  These  procedures  include the use of
      alphanumeric  passwords,  secure  socket  layering,  encryption  and other
      precautions reasonably designed to protect the integrity,  confidentiality

<PAGE>
      and  security  of  shareholder  information.  In  order  to  enter  into a
      transaction on the INVESCO Web site, you will need an account number, your
      Social Security Number and an  alphanumeric  password.  If INVESCO follows
      these  procedures,  neither  INVESCO,  its affiliates nor any Fund will be
      liable for any loss, liability, cost or expense for following instructions
      communicated  via the Internet that are reasonably  believed to be genuine
      or that follow INVESCO's security procedures.  By entering into the user's
      agreement  with INVESCO to open an account  through our Web site, you lose
      certain rights if someone gives fraudulent or unauthorized instructions to
      INVESCO that result in a loss to you.

The section of the Prospectus entitled "Your Account Services" is amended to add
the  following  new  subsection   after  the  subsection   entitled   "Telephone
Transactions":

      HOUSEHOLDING. To save money for the Funds, INVESCO will send only one copy
      of a  prospectus  or  financial  report to each  household  address.  This
      process,  known as "householding,"  is used for most required  shareholder
      mailings.  It does not apply to account  statements.  You may,  of course,
      request an additional copy of a prospectus or financial report at any time
      by calling or writing INVESCO.  You may also request that  householding be
      eliminated from all of your required mailings.

This Supplement supercedes the Supplements dated January 31, 2000, April 1, 2000
and April 17, 2000.

The date of this Supplement is June 1, 2000.



<PAGE>


                            INVESCO STOCK FUNDS, INC.

       Supplement to Institutional Class Prospectus dated August 31, 1999

The  existing  class of shares of INVESCO S&P 500 Index Fund - Class I is hereby
designated as "Institutional Class."

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED
      FROM FUND ASSETS

      S&P 500 INDEX FUND
      Management Fee                                  0.25%
      Distribution and Service (12b-1) Fees           None
      Other Expenses(1)(2)(3)                         1.20%
                                                      -----
      Total Annual Fund Operating Expenses(1)(2)(3)   1.45%
                                                      =====

      (1)The Fund's actual Total Annual Fund Operating  Expenses were lower than
         the figures  shown  because its  custodian  fees were reduced  under an
         expense offset arrangement.
      (2)The expense  information  presented in the table has been restated from
         the financials to reflect a change in the  administrative  services and
         transfer agency fees.
      (3)Certain  expenses  of the Fund were  absorbed  voluntarily  by  INVESCO
         pursuant to a commitment to the Fund. This commitment may be changed at
         any time  following  consultation  with the board of  directors.  After
         absorption,  the Fund's Other  Expenses and Total Annual Fund Operating
         Expenses were 0.14% and 0.39%, respectively,  of the Fund's average net
         assets.

The section of the Prospectus  entitled "Fees And Expenses - Example" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The Example assumes that you invested $10,000 in the  Institutional  Class
      shares of the Fund for the time periods indicated and redeemed all of your
      shares at the end of each  period.  The  Example  also  assumes  that your
      investment  had a  hypothetical  5%  return  each  year  and that a Fund's
      Institutional Class shares' operating expenses remained the same. Although
      the actual costs and performance of the Fund's  Institutional Class shares
      may be higher or lower,  based on these  assumptions your costs would have
      been:

                        1 YEAR          3 YEARS        5 YEARS      10 YEARS
                        $  148          $  459         $  792       $1,735

The date of this Supplement is June 1, 2000.

<PAGE>


                            INVESCO STOCK FUNDS, INC.

            Supplement to Class C Prospectus dated February 15, 2000

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

      BLUE CHIP GROWTH FUND - CLASS C
      Management Fee                                  0.55%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses                                  0.27%
                                                      -----
      Total Annual Fund Operating Expenses            1.82%
                                                      =====

      DYNAMICS FUND - CLASS C
      Management Fee                                  0.52%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.30%
                                                      -----
      Total Annual Fund Operating Expenses(2)         1.82%
                                                      =====

      INVESCO ENDEAVOR FUND - CLASS C
      Management Fee                                  0.75%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.52%
                                                      -----
      Total Annual Fund Operating Expenses(2)         2.27%
                                                      =====

      GROWTH & INCOME FUND - CLASS C
      Management Fee                                  0.75%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.80%
                                                      -----
      Total Annual Fund Operating Expenses(2)         2.55%
                                                      =====

      SMALL COMPANY GROWTH FUND - CLASS C
      Management Fee                                  0.72%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.70%
                                                      -----
      Total Annual Fund Operating Expenses(2)         2.42%
                                                      =====

      VALUE EQUITY FUND - CLASS C
      Management Fee                                  0.75%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.43%
                                                      -----
      Total Annual Fund Operating Expenses(2)         2.18%
                                                      =====

<PAGE>

      (1)Because the Funds'  Class C shares pay 12b-1  distribution  and service
         fees which are based on each Fund's assets, if you own shares of a Fund
         for a long  period  of  time,  you  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.
      (2)Based on estimated  expenses  for the current  fiscal year which may be
         more or less than actual  expenses.  Actual  expenses  are not provided
         because the Funds' Class C shares were not offered  until  February 15,
         2000.  Certain  expenses  of the Funds will be  absorbed  by INVESCO in
         order to ensure that  expenses for Dynamics Fund Class C, Endeavor Fund
         - Class C, Growth & Income Fund - Class C, Small Company  Growth Fund -
         Class C and Value Equity Fund - Class C will not exceed  1.95%,  2.25%,
         2.25%, 2.25% and 2.05%, respectively, of each Fund's average net assets
         attributable  to Class C shares  pursuant  to  commitments  between the
         Funds  and  INVESCO.  These  commitments  may be  changed  at any  time
         following  consultation with the board of directors.  After absorption,
         Endeavor Fund's Other Expenses and Total Annual Fund Operating Expenses
         for the fiscal year ending July 31, 2000 are  estimated to be 0.51% and
         2.26%, respectively,  of the Fund's average net assets; Growth & Income
         Fund's Other Expenses and Total Annual Fund Operating  Expenses for the
         fiscal year ending July 31, 2000 are  estimated  to be 0.52% and 2.27%,
         respectively,  of the Fund's  average net assets;  Small Company Growth
         Fund's Other Expenses and Total Annual Fund Operating  Expenses for the
         fiscal year ending July 31, 2000 are  estimated  to be 0.54% and 2.26%,
         respectively, of the Fund's average net assets; and Value Equity Fund's
         Other Expenses and Total Annual Fund Operating  Expenses for the fiscal
         year  ending  July  31,  2000 are  estimated  to be  0.31%  and  2.06%,
         respectively, of the Fund's average net assets.

The section of the Prospectus entitled "Fees And Expenses - Examples" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The Examples assume that you invested  $10,000 in Class C shares of a Fund
      for the time periods indicated.  The first Example assumes that you redeem
      all of your shares at the end of each period.  The second Example  assumes
      you keep your shares. Both Examples also assume that your investment had a
      hypothetical  5%  return  each  year  and that a  Fund's  Class C  shares'
      operating  expenses  remained  the same.  Although  the  actual  costs and
      performance  of a Fund's  Class C shares may be higher or lower,  based on
      these assumptions your costs would have been:

      IF SHARES ARE REDEEMED              1 year    3 years   5 years   10 years
      Blue Chip Growth Fund - Class C     $  285    $  573    $  985    $2,137
      Dynamics Fund - Class C             $  285    $  573    $  985    $2,137
      INVESCO Endeavor Fund - Class C     $  330    $  709    $1,215    $2,605
      Growth & Income Fund - Class C      $  358    $  793    $1,355    $2,885
      Small Company Growth Fund - Class C $  345    $  755    $1,291    $2,756
      Value Equity Fund - Class C         $  321    $  682    $1,169    $2,513
<PAGE>

      IF SHARES ARE NOT REDEEMED          1 year    3 years   5 years   10 years
      Blue Chip Growth Fund - Class C     $  185    $  573    $  985    $2,137
      Dynamics Fund - Class C             $  185    $  573    $  985    $2,137
      INVESCO Endeavor Fund - Class C     $  230    $  709    $1,215    $2,605
      Growth & Income Fund - Class C      $  258    $  793    $1,355    $2,885
      Small Company Growth Fund - Class C $  245    $  755    $1,291    $2,756
      Value Equity Fund - Class C         $  221    $  682    $1,169    $2,513


The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the fifth and seventh  paragraphs in their  entirety,  and (2) substitute
the following in their place:

      TRENT E. MAY is the co-portfolio manager of Growth & Income Fund and Small
      Company Growth Fund, lead portfolio manager of Blue Chip Growth Fund and
      a Chartered Financial Analyst who joined INVESCO in 1996.  Trent is also
      a senior vice president of INVESCO.  Before joining us, he was with
      Munder Capital Management and SunBank Capital Management.  He holds an
      M.B.A. from Rollins College and a B.S. in Engineering from Florida
      Institute of Technology.

      FRITZ  MEYER is the lead  portfolio  manager  of Growth & Income  Fund who
      joined  INVESCO in 1996.  He is also a vice  president of INVESCO.  Before
      joining us, he was an executive vice president and portfolio  manager with
      Nelson, Benson & Zellmer, Inc. Fritz holds an M.B.A. from Amos Tuck School
      -  Dartmouth  College  and a  B.A.  with  distinction  in  Economics  from
      Dartmouth College.

This Supplement supercedes the Supplement dated April 17, 2000

The date of this Supplement is June 1, 2000.




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