INVESCO STOCK FUNDS INC
497, 2000-07-17
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                            INVESCO STOCK FUNDS, INC.
                           INVESCO S&P 500 INDEX FUND

       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

<PAGE>
The  section of the  Prospectus  entitled  "How To Buy Shares" is amended to (1)
delete the first, second,  third, fourth and fifth paragraphs and (2) substitute
the following in their place:

      The Fund  offers  multiple  classes of shares.  Each class  represents  an
      identical  interest in the Fund and has the same rights,  except that each
      class bears its own distribution and shareholder  servicing  charges,  and
      other  expenses.  The income  attributable to each class and the dividends
      payable  on the  shares of each class will be reduced by the amount of the
      distribution  fee or service fee, if  applicable,  and the other  expenses
      payable by that class.

      In deciding which class of shares to purchase,  you should  consider among
      other things,  (i) the length of time you expect to hold the shares,  (ii)
      the provisions of the  distribution  plan applicable to the class, if any,
      and  (iii) the  eligibility  requirements  that  apply to  purchases  of a
      particular  class.  Institutional  Class  shares are  intended  for use by
      institutions such as employee benefit plans,  retirement plan sponsors and
      banks acting for themselves or in a fiduciary or similar capacity.  Shares
      of the  Institutional  Class of the Fund are available for the  collective
      and common trust funds of banks, banks investing for their own account and
      banks  investing for the account of a public  entity  (e.g.,  Taft-Hartley
      funds,  states,   cities,  or  government  agencies)  that  does  not  pay
      commissions or distribution fees.

      The following  chart shows several  convenient ways to invest in the Fund.
      There is no charge to  invest,  exchange  or redeem  shares  when you make
      transactions  directly through INVESCO.  However,  upon a redemption or an
      exchange of shares held three  months or less (other than shares  acquired
      through reinvestment of dividends or other distributions),  a fee of 1% of
      the current net asset value of the shares being redeemed or exchanged will
      be assessed  and  retained  by the Fund for the  benefit of the  remaining
      shareholders.  If you invest in the Fund through a securities  broker, you
      may be charged a commission  or  transaction  fee for either  purchases or
      sales  of Fund  shares.  For all new  accounts,  please  send a  completed
      application form, and specify the fund or funds you wish to purchase.

      INVESCO  reserves  the right to  increase  the Fund's  minimum  investment
      requirements in its sole discretion if it determines this action is in the
      best interests of the Fund's  shareholders.  INVESCO will aggregate all of
      an institutional  investor's  accounts and sub-accounts for the purpose of
      meeting the Institutional Class' minimum investment requirements.  INVESCO
      reserves the right in its sole  discretion  to reject any order to buy the
      Fund's Institutional class of shares, including purchases by exchange.

      INSTITUTIONAL INVESTORS:

            Minimum Initial Investment          $10,000,000
            Minimum Balance                      $5,000,000
            Minimum Subsequent Investment        $1,000,000

      RETIREMENT PLANS OR EMPLOYEE BENEFIT PLANS:

            Minimum Total Plan Assets          $100,000,000
            Minimum Initial Investment          $10,000,000
            Minimum Balance                      $5,000,000
            Minimum Subsequent Investment        $1,000,000

This Supplement supercedes the Supplement dated June 1, 2000.

The date of this Supplement is July 15, 2000.


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