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
November 1, 1994
INVESCO INDUSTRIAL INCOME FUND, INC.
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INVESCO INDUSTRIAL INCOME FUND, INC. (the "Fund") pursues its investment
objective of seeking the best possible current income while following sound
investment practices by investing its assets in securities which will provide a
relatively high yield and stable return and which, over a period of years, may
also provide capital appreciation. Capital growth potential is a secondary
factor in the selection of portfolio securities of the Fund. The Fund invests in
common stocks, as well as convertible bonds and preferred stocks.
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 8
PERFORMANCE DATA 9
INVESTMENT OBJECTIVE AND POLICIES 9
THE FUND AND ITS MANAGEMENT 12
HOW SHARES CAN BE PURCHASED 15
SERVICES PROVIDED BY THE FUND 17
HOW TO REDEEM SHARES 20
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES 22
ADDITIONAL INFORMATION 23
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. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL
INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
----------
THE STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 1, 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 (after absorbed expenses)(1) 0.49%
12b-1 Fees 0.25%
Other Expenses 0.18%
Transfer Agency Fee 0.11%
General Services, Administrative Services,
Registration, Postage(2) 0.07%
Total Fund operating expenses
(after absorbed expenses)(1) 0.92%
(1) Pursuant to a voluntary expense limitation agreed to by INVESCO Funds
Group, Inc., the advisory fee paid by the Fund on daily net assets over $2
billion has been reduced to an annual rate of 0.45% since October 15, 1992 and
the advisory fee paid by the Fund on daily net assets over $4 billion has been
reduced to an annual rate of 0.40% since October 21, 1993. In the absence of
such voluntary expense limitation, the Fund's "Management Fee" and "Total Fund
Operating Expenses" in the above table would have been 0.51% and 0.95%,
respectively, of the Fund's average net assets, based on the actual expenses of
the Fund for the fiscal year ended June 30, 1994.
(2) Includes, but is not limited to, fees and expenses of directors,
custodian bank, legal counsel, auditors, costs of administrative services
furnished under an Administrative Services Agreement, a securities pricing
service, costs of registration of Fund shares under applicable laws, and costs
of printing and distributing reports to shareholders.
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
$9 $29 $51 $114
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 LLP,
independent accountants. The U.S. firm of Price Waterhouse, the independent
accountants to the Fund, has registered as a Registered Limited Liability
Partnership (LLP) under the laws of the State of Delaware and from August 1,
1994, will continue its practice under the name Price Waterhouse LLP. All
references to Price Waterhouse in this prospectus and in the related Statement
of Additional Information are to Price Waterhouse LLP. This information should
be read in conjunction with the audited financial statements and the report of
independent accountants 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 shown below.
<TABLE>
<CAPTION>
INVESCO Industrial Income Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
Year Ended June 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 $11.53 $10.67 $9.74 $9.39 $8.88 $7.98 $8.85 $9.10 $8.42 $7.30
-----------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT
OPERATIONS
Net Investment Income 0.36 0.31 0.28 0.36 0.38 0.42 0.35 0.34 0.44 0.46
Net Gains or (Losses)
on Securities
(Both Realized
and Unrealized) 0.02 1.33 1.38 0.81 1.43 1.01 (0.51) 0.83 2.61 1.80
-----------------------------------------------------------------------------------------------------
Total From Investment
Operations 0.38 1.64 1.66 1.17 1.81 1.43 (0.16) 1.17 3.05 2.26
-----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends (from Net
Investment Income) 0.47 0.32 0.29 0.34 0.40 0.39 0.36 0.36 0.48 0.48
------------------------------------------------------------------------------------------------------
Distributions (from
Capital Gains) 0.12 0.46 0.44 0.48 0.90 0.14 0.35 1.06 1.89 0.66
-----------------------------------------------------------------------------------------------------
Total Distributions 0.59 0.78 0.73 0.82 1.30 0.53 0.71 1.42 2.37 1.14
-----------------------------------------------------------------------------------------------------
Net Asset Value -
End of Period $11.32 $11.53 $10.67 $9.74 $9.39 $8.88 $7.98 $8.85 $9.10 $8.42
============================================================================================================================
TOTAL RETURN 3.24% 15.66% 17.04% 13.06% 21.08% 18.45% (1.21%) 14.29% 37.24% 31.69%
-----------------------------------------------------------------------------------------------------
RATIOS
Net Assets -
End of Period
($000 Omitted) $3,913,322$3,412,527 $2,092,955 $881,226 $572,373 $399,538 $380,978 $451,332 $341,839 $249,329
<PAGE>
Ratio of Expenses
to Average
Net Assets# 0.92% 0.96% 0.98% 0.94% 0.76% 0.78% 0.78% 0.74% 0.71% 0.68%
Ratio of Net
Investment Income
to Average Net
Assets# 3.11% 2.94% 2.75% 3.92% 4.14% 5.08% 4.29% 3.96% 4.85% 5.72%
Portfolio Turnover
Rate 56% 121% 119% 104% 132% 124% 148% 195% 160% 54%
<FN>
# Various expenses of the Fund were voluntarily absorbed by INVESCO Funds Group
for the years ended June 30, 1994 and 1993. If such expenses had not been
absorbed, ratio of expenses to average net assets would have been 0.95% and
0.98%, respectively, and ratio of net investment income to average net assets
would have been 3.09% and 2.93%, respectively.
</FN>
</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 173706, Denver, Colorado 80217-3706;
or by calling 1-800-525- 8085.
PERFORMANCE DATA
From time to time, the Fund advertises its total return performance. These
figures are based upon historical yield and investment results and are not
intended to indicate future performance. The "yield" of the Fund refers to the
income generated by an investment in the Fund over a 30-day or one-month period
(which period will be stated in the advertisement). Yield quotations are
computed by dividing the net investment income per share earned during the
period as calculated according to a prescribed formula by the net asset value
per share at the end of the period, then adjusting the result to provide for
semiannual compounding. 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 the
investment results during a specified period and assume reinvestment of all
income dividends and capital gains, if any, paid during that period. Thus, a
report of total return performance should not be considered as representative of
future performance. The Fund charges no sales load, redemption fee, or
exchange feewhich would affect the total return computation.
<PAGE>
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, American Stock Exchange, Morgan Stanley Capital
International, Wilshire Associates, Financial Times Stock Exchange, New York
Stock Exchange, and 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 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 Equity Income
Funds mutual fund grouping, in addition to the broad-based Lipper general fund
groupings.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund, which may be changed only by a vote
of the shareholders, is to seek the best possible current income while following
sound investment practices. Capital growth potential is an additional, but
secondary, consideration in the selection of portfolio securities. The Fund
seeks to achieve this objective by investing in securities that will provide a
relatively high yield and stable return and which, over a period of years, may
also provide capital appreciation. While the Fund normally invests between 60%
and 75% of its assets in dividend-paying common stocks, in addition to
convertible bonds and preferred stocks, there is no limit on the amount of
straight debt securities in which it may invest. There is no assurance that this
objective will be attained, or that the Fund's investments will not decrease in
value.
The Fund's investments in common stocks may, of course, decline in value.
To minimize the risk this presents, the Fund only invests in dividend-paying
common stocks which are readily marketable in the United States; and will not
invest more than 5% of the Fund's assets in the securities of any one company or
more than 25% of the Fund's assets in any one industry.
Debt Securities and Their Risks. The Fund's investments in
straight debt securities will generally be subject to both credit
<PAGE>
risk and market risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments, or both, as they come due. Market risk relates
to the fact that the market values of straight debt securities in which the Fund
invests generally will be affected by changes in the level of interest rates. An
increase in interest rates will tend to reduce the market values of straight
debt securities, whereas a decline in interest rates will tend to increase their
values. Although the Fund's investment adviser limits the Fund's straight debt
security investments to securities it believes are not highly speculative, both
kinds of risk are increased by investing in straight debt securities rated below
the top three grades by Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's") and unrated straight debt securities, other
than Government National Mortgage Association modified pass-through
certificates.
In order to decrease its risk in investing in straight debt securities,
the Fund will invest no more than 15% of its assets in straight debt securities
rated below AAA, AA, A or BBB by S&P, or Aaa, Aa, A or Baa by Moody's (commonly
referred to as "junk bonds"). In no event will the Fund ever invest in a
straight debt security rated below Caa by Moody's or CCC by Standard & Poor's.
Lower rated bonds by Moody's (categories Ba, B, Caa) are of poorer quality and
may have speculative characteristics. Bonds rated Caa may be in default or there
may be present elements of danger with respect to principal or interest. Lower
rated bonds by Standard & Poor's (categories BB, B, CCC) include those which are
regarded, on balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with their terms; BB
indicates the lowest degree of speculation and CCC a high degree of speculation.
While such bonds will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. For more information on straight debt securities and the foregoing
corporate bond rating categories, see the Statement of Additional Information.
As of the fiscal year ended June 30, 1994, the following percentages of
the Fund's net assets were invested in corporate bonds rated investment grade at
the time of purchase (BBB and above): AAA--0.75%; AA--1.00%; A--2.18%; and
BBB--2.05%. In addition, as of the same period, the following percentages of the
Fund's net assets were invested in corporate bonds rated below investment grade
at the time of purchase (below BBB): BB--3.21%; B--6.58%; and C--0.78%. Finally,
as of this period, 0.47% of the Fund's net assets were invested in unrated
corporate bonds. All of these percentage figures were determined on a
dollar-weighted basis, calculated by averaging the Fund's month-end portfolio
holdings during the fiscal year. These asset composition percentage figures do
not represent actual holdings of the Fund as of June 30, 1994, nor do they imply
that the overall quality of portfolio holdings is fixed.
<PAGE>
Rule 144A Securities. The Fund may not purchase securities which are not
readily marketable. However, certain securities that are not registered for sale
to the general public, but that can be resold to institutional investors ("Rule
144A Securities"), may be purchased if an institutional trading market exists.
The liquidity of the Fund's investments in Rule 144A Securities could be
impaired if dealers or institutional investors become uninterested in purchasing
these securities. The Company's board of directors has delegated to the adviser
the authority to determine the liquidity of Rule 144A Securities pursuant to
guidelines approved by the board. In the event that a Rule 144A security
subsequently is determined to be illiquid, the security will be sold as soon as
that can be done in an orderly fashion consistent with the best interests of the
Fund's shareholders. For more information concerning Rule 144A Securities, see
the Statement of Addtional Information.
Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover. The rates of portfolio turnover are set forth under "Financial
Highlights" and, along with the Fund's brokerage allocation policies, are
discussed in the Statement of Additional Information. Portfolio turnover rates
have fluctuated under constantly changing economic conditions and market
circumstances. Securities initially satisfying the basic policies and objectives
of the Fund may be disposed of when they are no longer suitable. As a result, it
is anticipated that the Fund's annual portfolio turnover rate will usually be in
excess of 100%, and may be higher than that of other investment companies
seeking current income with capital growth as a secondary consideration.
Increased portfolio turnover would cause the Fund to incur greater brokerage
costs than would otherwise be the case, and may result in the acceleration of
capital gains which are taxable when distributed to shareholders. The Fund's
portfolio turnover rate, along with the Fund's brokerage allocation policies,
are discussed in the Statement of Additional Information. While the Fund's
investment adviser continuously monitors all of the straight debt securities in
the Fund's portfolio for the issuers' ability to make required principal and
interest payments and other quality factors, the adviser may retain in the
portfolio a straight debt security whose rating is changed to one below the
minimum rating required for purchase of such a security. In periods of uncertain
market and economic conditions, as determined by the Fund's investment adviser,
the Fund may depart from the basic investment objective and assume a defensive
position with a large portion of its assets temporarily invested in high quality
corporate bonds, or notes and government issues, or held in cash.
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
<PAGE>
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 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. The
Fund will not enter into a repurchase agreement maturing in more than seven days
if as a result more than 10% of the Fund's net assets would be invested in such
repurchase agreements and other illiquid securities. (Currently, the Fund is not
able to purchase illiquid securities under its fundamental investment
restrictions). 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.
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 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 the Fund's total assets which may be invested
in any one company or in one industry.
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 March 20, 1959, under the laws of Maryland as "Financial
Industrial Income Fund, Inc." and commenced business on February 1, 1960. The
name "INVESCO Industrial Income Fund, Inc." was adopted as a trade name for
the Fund in April 1993. The overall supervision of the Fund is the
responsibility of its board of directors.
<PAGE>
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 persons serve as portfolio managers of the Fund and are
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:
Charles P. Mayer Co-portfolio manager of INVESCO
Industrial Income Fund since 1993;
co-portfolio manager of INVESCO VIF-
Industrial Income Portfolio; senior
vice president (since 1994),
portfolio manager (since 1993) and
vice president (1993 to 1994) of
INVESCO Trust Company; formerly
(1984 to 1993) portfolio manager
with Westinghouse Pension; began
investment career in 1969; B.A., St.
Peter's College; M.B.A., St. John's
University.
Donovon J. (Jerry) Paul, CFA Co-portfolio manager of INVESCO
Industrial Income Fund since 1994;
portfolio manager of the INVESCO
High Yield Fund, INVESCO Select
Income Fund and INVESCO VIF-High
Yield Portfolio; co-portfolio
manager of INVESCO Balanced Fund and
INVESCO VIF-Industrial Income
Portfolio; portfolio manager and
senior vice president of INVESCO
Trust Company since 1994; formerly,
senior vice president and director
of fixed-income research (1989 to
1992) and portfolio manager (1987 to
1992) with Stein, Roe & Farnham
Inc., and president (1993 to 1994)
of Quixote Investment Management,
Inc.; began investment career in
1976; B.B.A. University of Iowa;
M.B.A. University of Northern Iowa;
Chartered Financial Analyst;
Certified Public Accountant.
INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC ("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
<PAGE>
1932 and, as of June 30, 1994, managed 13 mutual funds, consisting of 34
separate portfolios, with combined assets of approximately $9.3 billion on
behalf of over 860,000 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 advisor or sub-advisor to 31 investment
portfolios as of June 30, 1994, including 25 portfolios in the INVESCO group.
These 31 portfolios had aggregate assets of approximately $8.5 billion as of
June 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 maximum rate payable by the
Fund for each fiscal year is 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.
Effective October 15, 1992, INVESCO has voluntarily agreed to waive that portion
of its fee which exceeds 0.45% of the average net assets of the Fund in excess
of $2 billion. In addition, effective October 21, 1993, INVESCO has voluntarily
agreed to waive that portion of its fee which exceeds 0.40% of the average net
assets of the Fund in excess of $4 billion. For the fiscal year ended June 30,
1994, investment advisory fees paid by the Fund amounted to 0.49% of the Fund's
average net assets. In the absence of such voluntary expense limitation, the
investment advisory fees paid by the Fund for the fiscal year ended June 30,
1994, would have been 0.51% 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%
on the first $200 million of the Fund's average net assets; and 0.20% of the
Fund's average net assets in excess of $200 million. Effective October 15, 1992,
INVESCO Trust has voluntarily agreed to waive that portion of its sub-advisory
fee which exceeds 0.18% of the average net assets of the Fund in excess of $2
billion. In addition, effective October 21, 1993, INVESCO Trust has voluntarily
agreed to waive that portion of its sub- advisory fee which exceeds 0.16% of the
average net assets of the Fund in excess of $4 billion. No fee is paid by the
Fund to INVESCO Trust.
The Fund also has entered into an Administrative Services Agreement (the
"Administrative Agreement") with INVESCO. Pursuant to the Administrative
Agreement, INVESCO performs certain administrative, recordkeeping and internal
sub-accounting services,
<PAGE>
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."
The Fund's expenses, which are accrued daily, are deducted from the Fund's
total income before dividends are paid. Total expenses of the Fund for the
fiscal year ended June 30, 1994, including investment advisory fees (but
excluding brokerage commissions, which are a cost of acquiring securities),
amounted to 0.92% of the Fund's average net assets. However, in the absence of
such voluntary expense limitation as discussed above, the total expenses of the
Fund for the fiscal year ended June 30, 1994 would have been 0.95% 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 execution of the transaction and level of
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 in good form. 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
<PAGE>
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 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, Denver, Colorado 80237.
Orders for the Fund can be placed by telephone. Shares of the Fund will be
issued at the net asset value per share next determined after receipt of
telephone instructions. Payments for telephone orders must be received by the
Fund within seven business days of the transaction. In the event payment is not
received, the shares will be redeemed by INVESCO, and 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
<PAGE>
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.
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 regular 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 portfolio 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 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
<PAGE>
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 the 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 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.
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 Fund shares at the net
asset value per share in effect on the ex- dividend 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
<PAGE>
$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 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 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 Dynamics Fund,
Inc., INVESCO Emerging Growth Fund, Inc., INVESCO Growth Fund, Inc., INVESCO
Income Funds, 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 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. Exchanges
will be made at the net asset value per share next determined after receipt of
an exchange request in proper order. 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
<PAGE>
reasonably believes to be genuine. The Fund employs procedures, which it
believes are reasonable, designed to confirm that exchange transactions 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
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
legally may be 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.
<PAGE>
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 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 types 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
<PAGE>
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 eligible guarantor institution.
Redemption procedures with respect to accounts registered in the names of
broker/dealers may differ from those applicable to other shareholders.
Payment 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 on its 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
<PAGE>
(b) processing telephone redemptions may require up to seven days following
receipt of the telephone redemption request, or 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 Transaction 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 a quarterly 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 net realized capital
gains, if any, to shareholders at least annually, usually in December. Capital
gain distributions are automatically reinvested in additional Fund shares at net
asset value 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 to shareholders, and to continue 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
<PAGE>
receive from the Fund, whether such dividends and distributions are received in
cash or reinvested in additional shares. 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 short-term 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. Information concerning the amount of
dividends eligible for the dividends-received deduction available for
corporations is contained in the Fund's Annual Report or may be obtained upon
request. During the fiscal year ended June 30, 1994, 40.35% 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.
ADDITIONAL INFORMATION
Voting Rights. All shares of the Fund have equal voting rights. When
shareholders are entitled to vote upon a matter, each shareholder is entitled to
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
others, 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 Company 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. This 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
<PAGE>
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 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 INDUSTRIAL INCOME FUND, INC.
A no-load mutual fund seeking
current income with capital growth
as an additional factor
PROSPECTUS
November 1, 1994
To receive general information and prospectuses on any of INVESCO's 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, call:
1-800-424-8085
Or write to:
INVESCO Funds Group, Inc., Distributor
7800 E. Union Avenue
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 E. Union Avenue
Lobby Level
