INVESCO STRATEGIC PORTFOLIOS INC
497, 1996-05-16
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                      INVESCO STRATEGIC PORTFOLIOS, INC.
                           Supplement to Prospectus
                           dated February 29, 1996

The section of the Fund's  Prospectus  entitled "Annual Fund Expenses" is hereby
amended to read as follows:

Annual Fund Expenses
            The Portfolios  whose shares are offered through this prospectus are
      the Energy,  Environmental  Services,  Financial  Services,  Gold,  Health
      Sciences,  Leisure, and Technology  Portfolios.  These Portfolios are 100%
      no-load; there are no fees to purchase,  exchange or redeem shares nor any
      ongoing  marketing  ("12b-1")   expenses.   Lower  expenses  benefit  Fund
      shareholders by increasing the Fund's total return.
            Like any company,  each  Portfolio has operating  expenses--such  as
      portfolio management,  accounting,  shareholder servicing,  maintenance of
      shareholder  accounts,  and other  expenses.  These expenses are paid from
      each Portfolio's  assets.  Lower expenses  therefore  benefit investors by
      increasing a  Portfolio's  total  return.  We calculate  annual  operating
      expenses as a percentage of each Portfolio's average annual net assets.

Annual Fund Operating Expenses (as a percentage of average net assets)*
Energy Portfolio
Management Fee                                                      0.75%
12b-1 Fees                                                          None
Other Expenses(1)                                                   0.87%
Total Portfolio Operating Expenses(1)                               1.62%

Environmental Services Portfolio
Management Fee                                                      0.75%
12b-1 Fees                                                          None
Other Expenses (after absorbed expenses)(1)(2)                      0.92%
Total Portfolio Operating Expenses (after absorbed expenses)(1)(2)  1.67%

Financial Services Portfolio
Management Fee                                                      0.75%
12b-1 Fees                                                          None
Other Expenses (1)                                                  0.56%
Total Portfolio Operating Expenses (1)                              1.31%

Gold Portfolio
Management Fee                                                      0.75%
12b-1 Fees                                                          None
Other Expenses (1)                                                  0.67%
Total Portfolio Operating Expenses (1)                              1.42%



<PAGE>


Health Sciences Portfolio
Management Fee                                                      0.71%
12b-1 Fees                                                          None
Other Expenses (1)                                                  0.49%
Total Portfolio Operating Expenses (1)                              1.20%

Leisure Portfolio
Management Fee                                                      0.75%
12b-1 Fees                                                          None
Other Expenses (1)                                                  0.66%
Total Portfolio Operating Expenses (1)                              1.41%

Technology Portfolio
Management Fee                                                      0.73%
12b-1 Fees                                                          None
Other Expenses (1)                                                  0.47%
Total Portfolio Operating Expenses (1)                              1.20%

(1) Portions of the brokerage  commissions  paid by the Portfolios  were used to
reduce portfolio expenses, and the Portfolios' custodian fees were reduced under
an expense offset arrangement.  However,  as a result of a new requirement,  the
figures shown above do not reflect these reductions.  In comparing  expenses for
different  years,  please note that the ratios of Expenses to Average Net Assets
shown under  "Financial  Highlights" do reflect any reductions for periods prior
to the fiscal year ended October 31, 1995.

(2) Certain Fund  expenses of the  Environmental  Services  Portfolio  are being
voluntarily  absorbed by IFG.  Ratio  reflects  total  expenses,  less  absorbed
expenses by IFG, before any expense offset  arrangement.  In the absence of such
voluntary  expense  limitation,  the  Portfolio's  "Other  Expenses"  and "Total
Portfolio  Operating  Expenses"  would have been 1.18% and 1.93%,  respectively,
based on the PortfolioAEs  actual expenses for the fiscal year ended October 31,
1995.

Example*
      A shareholder would pay the following  expenses on a $1,000 investment for
the periods shown,  assuming a  hypothetical  5% annual return and redemption at
the end of each time period. (Of course, actual operating expenses are paid from
each  Portfolio's  assets,  and are deducted from the amount of income available
for distribution to  shareholders;  they are not charged directly to shareholder
accounts.)

                                    1 Year      3 Years     5 Years     10 Years
                                    ------      -------     -------     --------
Energy Portfolio                    $17         $51         $89         $193
Environmental Services Portfolio     17          53          91          199
Financial Services Portfolio         13          42          72          159
Gold Portfolio                       15          45          78          171
Health Sciences Portfolio            12          38          66          146
Leisure Portfolio                    14          45          78          170
Technology Portfolio                 12          38          66          146

<PAGE>


      The  purpose of this table is to assist you in  understanding  the various
costs and expenses that you will bear directly or indirectly. The example should
not be considered a  representation  of past or future  performance or expenses,
and actual annual  returns and expenses may be greater or less than those shown.
For more  information  on each  PortfolioAEs  expenses,  see  "The  Fund and Its
Management" and "How to Buy Shares--Distribution Expenses."

*The expense  information in the above tables has been presented on a basis that
assumes that the Portfolios'  current transfer agency fees and the Environmental
Service  Portfolio's  current  expense  limitation had been in effect during the
year ended October 31, 1995.

Effective June 1, 1996, the section of the Fund's prospectus  entitled "The Fund
and Its  Management"  is  hereby  amended  to add  the  following  as the  ninth
paragraph of the section, without deleting any of the existing paragraphs:

          Effective June 1, 1996, Carol A. Werther will join Mr. Schroer as
     co-portfolio manager of the Health Sciences Portfolio.  Previously,  Ms.
     Werther was a portfolio manager specializing in biotechnology stocks with
     Rothschild Asset Management Ltd. (1995 to 1996); a vice president and 
     biotechnology analyst with Cowen & Company (1992 to 1994); and an analyst 
     with Lehman Brothers (1990 to 1992). Ms. Werther earned an M.B.A. from New
     York University, an M.S. from the University of Alabama in Birmingham and 
     a B.S. from Cornell University.

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

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

The date of this Supplement is May 1, 1996.

<PAGE>

                    INVESCO STRATEGIC UTILITIES PORTFOIO
                           Supplement to Prospectus
                           dated February 29, 1996

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

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

The date of this Supplement is May 1, 1996.

<PAGE>

                    INVESCO STRATEGIC PORTFOLIOS, INC.
           Supplement to Statement of Additional Information
                        Dated February 29, 1996

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

            The Transfer  Agency  Agreement  provides that the Fund shall pay to
      INVESCO  a fee of  $20.00  per  shareholder  account  or  omnibus  account
      participant  per year.  This fee is paid monthly at 1/12 of the annual fee
      and is based upon the actual  number of  shareholder  accounts and omnibus
      account participants in existence during each month.

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

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

            CHARLES W. BRADY,*+ Chairman of the Board.  Chief Executive Officer
      and Director of INVESCO PLC, London, England, and of various subsidiaries
      thereof.  Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO
      Treasurer's Series Trust and The Global Health Sciences Fund.  Address:
      1315 Peachtree Street, NE, Atlanta, Georgia.  Born:  May 11, 1935.


<PAGE>




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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice President
      of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company.
      Formerly, Vice President of 440 Financial Group from June 1990 to August
      


<PAGE>


      1992; Assistant Vice President of Putnam Companies from November 1986 to
      June 1990.  Born: August 21, 1956.

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

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

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

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

The date of this Supplement is May 1, 1996.



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