INVESCO Value Equity Fund
INVESCO Total Return Fund
INVESCO Intermediate Government Bond Fund
Supplement to Prospectuses of Above Funds Dated December 30, 1994
The cover page of the above Funds' Prospectuses is amended to delete the
following sentences which currently appear in the second paragraph of the cover
page:
Investors purchasing shares of any of these three funds will
be required to meet stringent minimum initial investment
requirements. See the section of this Prospectus entitled "How
Shares Can Be Purchased."
The section of the INVESCO Value Equity Fund's and INVESCO Total Return Fund's
Prospectuses entitled "Investment Objective and Policies" is amended to revise
the fourth sentence of the second paragraph of this section to have it read:
"The Trust has not established any minimum investment standards, such as an
issuer's asset level, earnings, history, type of industry, dividend payment
history, etc. with respect to the Fund's investments in common stocks, although
in selecting common stocks for the Fund the portfolio manager(s) generally apply
an investment discipline which seeks to achieve a yield higher than the overall
equity market."
The section of all three of the above Funds' Prospectuses entitled "How Shares
Can Be Purchased" is amended to: (1) delete the first and fourth paragraphs of
this section concerning minimum investment requirements of the Funds, and
substitute the following new paragraph for the deleted paragraphs as the third
paragraph of this section:
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-deferred retirement
plan (other than an Individual Retirement Account ("IRA")), or under a group
investment plan qualifying as a sophisticated investor; (3) those shareholders
investing in an 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 date of this Supplement is July 19, 1995.
<PAGE>
PROSPECTUS
December 30, 1994
INVESCO VALUE TRUST
INVESCO Value Equity Fund
INVESCO Value Equity Fund (the "Fund") seeks to achieve a high total
return on investment through capital appreciation and current income by
investing substantially all of its assets in common stocks and, to a lesser
degree, securities convertible into common stock. Such securities generally will
be issued by companies which are listed on a national securities exchange and
which usually pay regular dividends. This Fund's investments may consist in part
of securities which may be deemed to be speculative. (See "Investment Objective
and Policies.")
The Fund is a series of INVESCO Value Trust (the "Trust") an open-end
management investment company consisting of three separate portfolios of
investments. This Prospectus relates to shares of INVESCO Value Equity Fund.
Separate Prospectuses are available upon request from INVESCO Funds Group, Inc.
for the Trust's other two funds, INVESCO Intermediate Government Bond Fund and
INVESCO Total Return Fund. Investors purchasing shares of any of these three
funds will be required to meet stringent minimum initial investment
requirements. See the section of this Prospectus entitled "How Shares Can Be
Purchased." Investors may purchase shares of any or all funds. Additional funds
may be offered in the future.
This Prospectus provides you with the basic information you should know
before investing in INVESCO Value Equity 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., Post Office Box 173706, Denver, Colorado 80217-3706; or by calling
1-800-525-8085.
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 DECEMBER 30, 1994, IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
<PAGE>
TABLE OF CONTENTS
Page
ANNUAL FUND EXPENSES 4
FINANCIAL HIGHLIGHTS 6
PERFORMANCE DATA 7
INVESTMENT OBJECTIVE AND POLICIES 7
RISK FACTORS 8
THE TRUST AND ITS MANAGEMENT 11
HOW SHARES CAN BE PURCHASED 14
SERVICES PROVIDED BY THE TRUST 16
HOW TO REDEEM SHARES 19
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES 21
ADDITIONAL INFORMATION 22
ANNUAL FUND EXPENSES
The Fund is 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.
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 0.75%
12b-1 Fees None
Other Expenses 0.26%
Transfer Agency Fee(1) 0.12%
General Services, Administrative
Services, Registration, Postage(2) 0.14%
Total Fund Operating Expenses 1.01%
(1) Consists of the transfer agency fee described under
"Additional Information - Transfer and Dividend Disbursing Agent."
<PAGE>
(2) Includes, but is not limited to, fees and expenses of trustees,
custodian bank, legal counsel and auditors, a securities pricing service, costs
of administrative services furnished under an Administrative Services Agreement,
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
$10 $32 $56 $124
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 Trust
and Its Management.") The above figures for INVESCO Value Equity Fund are based
on fiscal year-end information. The Fund charges no sales load, redemption fee
or exchange fee and bears no distribution expenses. 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.
<PAGE>
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
The following information for the fiscal year ended August 31, 1994, the
eight-month period ended August 31, 1993 and the four years ended December 31,
1992 has been audited by Price Waterhouse LLP, independent accountants, whose
report thereon appears in the Statement of Additional Information. Prior years'
information was audited by another independent accounting firm. This information
should be read in conjunction with the audited financial statements appearing in
the Trust'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 on the cover of
this Prospectus. All per share data has been adjusted to reflect an 80 to 1
stock split which was effected on January 2, 1991.
<TABLE>
<CAPTION>
Year Period Period
Ended Ended Ended
August 31 August 31 Year Ended December 31 December
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------
1994 1993@ 1992 1991 1990 1989 1988 1987 1986~
PER SHARE DATA
Net Asset Value --
Beginning of Period $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 $12.40 $12.75 $12.50
-----------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.36 0.24 0.36 0.40 0.44 0.48 0.37 0.40 0.11
Net Gains or (Losses) on Securities
(Both Realized and Unrealized) 1.20 0.88 0.45 4.54 (1.33) 2.42 1.62 0.39 0.15
-----------------------------------------------------------------------------
Total from Investment
Operations 1.56 1.12 0.81 4.94 (0.89) 2.90 1.99 0.79 0.26
-----------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.31 0.24 0.34 0.40 0.47 0.49 0.36 0.50 0.01
In Excess of Net
Investment Income 0.04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains 0.88 0.00 0.13 1.85 0.06 0.83 0.31 0.64 0.00
-----------------------------------------------------------------------------
Total Distributions 1.23 0.24 0.47 2.25 0.53 1.32 0.67 1.14 0.01
-----------------------------------------------------------------------------
Net Asset Value -- End of Period $18.12 $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 $12.40 $12.75
=============================================================================
TOTAL RETURN 9.09% 6.65%+ 4.98% 35.84% (5.80%) 21.34% 16.89% 5.98% 2.08%+
RATIOS
Net Assets -- End of Period
($000 Omitted) $111,850 $81,914 $78,609 $39,741 $29,825 $36,592 $27,434 $14,933 $9,146
Ratio of Expenses to Average
Net Assets# 1.01% 1.00%* 0.91% 0.98% 1.00% 1.00% 1.00% 1.00% 1.00%*
Ratio of Net Investment
Income to Average Net Assets# 1.80% 2.07%* 2.19% 2.39% 3.00% 3.29% 3.48% 2.95% 3.35%*
Portfolio Turnover Rate 53% 35%+ 37% 64% 23% 30% 16% 20% 0%+
<FN>
@ From January 1, 1993 to August 31,1993, the Fund's current fiscal year-end.
~ From May 16, 1986, commencement of operations, to December 31, 1986.
+ These amounts are based on operations for the period shown and,
accordingly, are not representative of a full year.
# Various expenses of the Fund were voluntarily absorbed by INVESCO Funds
Group, Inc. for the years ended December 31, 1990, 1989, 1988, 1987 and
1986. If such expenses had not been voluntarily absorbed, ratio of
expenses to average net assets would have been 1.04%, 1.09%, 1.19%, 1.42%
and 1.65%, respectively, and ratio of net investment income to average net
assets would have been 2.96%, 3.20%, 3.29%, 2.53% and 2.70%, respectively.
* Annualized
</FN>
</TABLE>
Further information about the performance of the Fund is contained in the
Trust'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.
<PAGE>
PERFORMANCE DATA
From time to time, the Fund will advertise its total return performance.
These figures are based upon historical earnings and are not intended to
indicate future performance. The "total return" of a 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. Since the Fund has not been in existence as long as ten
years, periods of one year, five years and life of the Fund are used. "Total
return" quotations reflect the performance of the Fund and include the effect of
capital changes. The Fund charges no sales load, redemption fee, or exchange fee
which would affect the total return computation.
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 bond indices and 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, the American Stock Exchange, Morgan
Stanley Capital International, Wilshire Associates, the Financial Times Stock
Exchange, the New York Stock Exchange, the Nikkei Stock Average and the 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 "Growth and Income Funds" Lipper mutual fund groupings, in addition to
the broad-based Lipper general fund grouping.
INVESTMENT OBJECTIVE AND POLICIES
The Trust consists of three separate portfolios of investments (referred
to as the "Funds"), each represented by a different class of the Trust's shares.
This Prospectus relates to INVESCO Value Equity Fund; separate Prospectuses for
INVESCO Intermediate Government Bond Fund and INVESCO Total Return Fund are
available. The investment objective of the Fund is to seek a high total return
on investment through capital appreciation and current income.
<PAGE>
Funds having an investment objective of seeking a high total return may be
limited in their ability to obtain their objective by the limitations on the
types of securities in which they may invest. Therefore, no assurance can be
given that the Fund will be able to achieve its investment objective.
Substantially all of the Fund's assets will be invested in common stocks
and, to a lesser extent, securities convertible into common stocks
(collectively, "equity securities"). Such securities generally will be issued by
companies which are listed on a national securities exchange, such as the New
York Stock Exchange, and which usually pay regular dividends, although the Fund
also may invest in securities traded on regional stock exchanges or on the
over-the-counter market. During normal market conditions, at least 65% of the
Fund's investments will consist of equity securities. The Trust has not
established any minimum investment standards, such as an issuer's asset level,
earnings history, type of industry, dividend payment history, etc., with respect
to the Fund's investments in common stocks. Therefore, since smaller companies
may be subject to more significant losses, as well as have the potential for
more substantial growth, than larger, more established companies, investors in
the Fund should consider that the Fund's investments may consist in part of
securities which may be deemed to be speculative. When market or economic
conditions indicate, in the judgment of management, that a defensive investment
stance should be assumed, all or part of the assets of the Fund may be invested
temporarily in other securities, consisting of high quality (rated AA or above
by Standard & Poor's Ratings Group or Aa by Moody's Investors Service, Inc.)
corporate preferred stocks, bonds, debentures or other evidences of
indebtedness, and in obligations issued or guaranteed by the United States or
any instrumentality thereof, or held in cash.
The investment objective of the Fund and its investment policies, except
where indicated to the contrary, are deemed to be fundamental policies and thus
may not be changed without prior approval by the holders of a majority of the
outstanding voting securities of the Fund, as defined in the Investment Company
Act of 1940. In addition, the Trust and this Fund are subject to certain
investment restrictions which are set forth in the Statement of Additional
Information and which may not be altered without approval of the Fund's
shareholders. One of those restrictions limits the Fund's borrowing of money to
borrowings from banks for temporary or emergency purposes (but not for
leveraging or investment) in an amount not exceeding 33 1/3% of the value of the
Fund's total assets.
RISK FACTORS
Investors should consider the special factors associated with the policies
discussed below in determining the appropriateness of an investment in the
INVESCO Value Equity Fund. The Fund's policies regarding investments in foreign
securities and foreign currencies are not fundamental and may be changed by vote
of the Trust's board of trustees.
<PAGE>
Foreign Securities. The Fund may invest up to 25% of its total assets in
foreign equity or debt securities. Investments in securities of foreign
companies and in foreign markets involve certain additional risks not associated
with investments in domestic companies and markets, including the risks of
fluctuations in foreign currency exchange rates and of political or economic
instability, the difficulty of predicting international trade patterns, and the
possibility of imposition of exchange controls or currency blockage. In
addition, there may be less information publicly available about a foreign
company than about a domestic company, and there is generally less government
regulation of stock exchanges, brokers, and listed companies abroad than in the
United States. Moreover, with respect to certain foreign countries, there may be
a possibility of expropriation or confiscatory taxation. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States.
Forward Foreign Currency Contracts
The Fund may enter into contracts to purchase or sell foreign currencies
at a future date ("forward contracts") as a hedge against fluctuations in
foreign exchange rates pending the settlement of transactions in foreign
securities or during the time the Fund holds foreign securities. A forward
contract is an agreement between contracting parties to exchange an amount of
currency at some future time at an agreed upon rate. Although the Fund has not
adopted any limitations on its ability to use forward contracts as a hedge
against fluctuations in foreign exchange rates, it does not attempt to hedge all
of its foreign investment positions, and will enter into forward contracts only
to the extent, if any, deemed appropriate by its investment adviser. The Fund
will not enter into a forward contract for a term of more than one year or for
purposes of speculation. Investors should be aware that hedging against a
decline in the value of a currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Furthermore, such hedging transactions may
preclude the opportunity for gain if the value of the hedged currency should
rise. No predictions can be made with respect to whether the total of such
transactions will result in a better or a worse position than had the Fund not
entered into any forward contracts. Forward contracts may, from time to time, be
considered illiquid, in which case they would be subject to the Fund's
limitation on investing in illiquid securities, discussed below. For additional
information regarding foreign contracts, see the Trust's Statement of Additional
Information.
Repurchase Agreements. The Fund may engage in repurchase
agreements with banks, registered broker-dealers, and registered
government securities dealers, which are deemed creditworthy. A
repurchase agreement is a transaction in which the Fund purchases
<PAGE>
a security and simultaneously commits to sell the security to the seller at an
agreed upon price and date (usually not more than seven days) after the date of
purchase. The resale price reflects the purchase price plus an agreed upon
market rate of interest which is unrelated to the coupon rate or maturity of the
purchased security. The Fund's risk is limited to the ability of the seller to
pay the agreed upon amount on the delivery date. However, in the event the
seller should default, the underlying security constitutes collateral for the
seller's obligations to pay. This collateral will be held by the custodian for
the Fund's assets. However, in the absence of compelling legal precedents in
this area, there can be no assurance that the Fund will be able to maintain its
rights to such collateral upon default of the issuer of the repurchase
agreement. To the extent that the proceeds from a sale upon a default in the
obligation to repurchase are less than the repurchase price, the Fund would
suffer a loss. Although the Fund has not adopted any limit on the amount of its
total assets that may be invested in repurchase agreements, the Fund intends
that at no time will the market value of its securities subject to repurchase
agreements exceed 20% of the total assets of the Fund.
Illiquid Securities. The Fund may invest from time to time in securities
subject to restrictions on disposition under the Securities Act of 1933
("restricted securities"), securities without readily available market
quotations or illiquid securities (those which cannot be sold in the ordinary
course of business within seven days at approximately the valuation given to
them by the Fund). However, on the date of purchase, no such investment may
increase the Fund's holdings of restricted securities to more than 2% of the
value of the Fund's total assets or its holdings of illiquid securities or those
without readily available market quotations to more than 5% of the Fund's total
assets. The Fund is not required to receive registration rights in connection
with the purchase of restricted securities and, in the absence of such rights,
marketability and value can be adversely affected because the Fund may be unable
to dispose of such securities at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, the Fund might have to bear
the expense and incur the delays associated with effecting registration.
Securities Lending. Consistent with present regulatory policies, including
those of the Board of Governors of the Federal Reserve System and the Securities
and Exchange Commission, the Fund may make loans of its portfolio securities
(not to exceed 10% of the Fund's total assets) to broker-dealers or other
institutional investors under contracts requiring such loans to be callable at
any time and to be secured continuously by collateral in cash, cash equivalents,
high quality short-term government securities or irrevocable letters of credit
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. The Fund will continue to collect the equivalent of the
interest or dividends paid by the issuer on the securities loaned and will also
receive either interest (through investment of cash collateral) or a fee (if the
collateral is government securities). The Fund may pay finder's and other fees
in connection with securities loans.
<PAGE>
Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of management, market considerations warrant such
action. As a result, while it is anticipated that the Fund's annual portfolio
turnover rate generally will not exceed 100%, under certain market conditions
the portfolio turnover rate for the Fund may exceed 100%. Increased portfolio
turnover would cause the Fund to incur greater brokerage costs than would
otherwise be the case. The Fund's portfolio turnover rates are set forth under
"Financial Highlights" and, along with the Trust's brokerage allocation
policies, are discussed in the Statement of Additional Information.
THE TRUST AND ITS MANAGEMENT
The Trust is a no-load mutual fund, registered with the Securities and
Exchange Commission as an open-end, diversified management investment company.
The Trust was organized on July 15, 1987, under the laws of the Commonwealth of
Massachusetts as "Financial Series Trust." On July 1, 1993, the Trust changed
its name to "INVESCO Value Trust." The overall supervision of the Trust is the
responsibility of its board of trustees.
INVESCO Funds Group, Inc. ("INVESCO"), 7800 E. Union Avenue, Denver,
Colorado, serves as the Trust's investment adviser pursuant to an investment
advisory agreement. Under this agreement, INVESCO provides the Fund with various
management services and supervises the Fund's daily business affairs.
Specifically, INVESCO performs all administrative, clerical, statistical,
secretarial and all other services necessary or incidental to the administration
of the affairs of the Trust, excluding, however, those services that are the
subject of a separate agreement between the Trust and INVESCO or any affiliate
thereof. Services provided pursuant to separate agreement include the
distribution and sale of Trust shares and provision of transfer agency, dividend
disbursing agency, and registrar services, and services furnished under an
Administrative Services Agreement dated as of February 20, 1989, with INVESCO.
The following individuals serve as portfolio managers for the Fund and are
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:
Michael C. Harhai Portfolio manager of the Fund since 1993;
portfolio manager of the EBI Equity Fund
since 1993; portfolio manager for INVESCO
Capital Management, Inc. (1993 to
present); senior vice president and
manager, Sovran Capital Management Corp.
(1992 to 1993); senior vice president and
portfolio manager, C&S/Sovran Capital
Management (1991 to 1992); senior vice
<PAGE>
president and portfolio manager, Citizens &
Southern Investment Advisors, Inc. (1984 to 1991);
began investment career in 1972; B.A., University
of South Florida; M.B.A., University of Central
Florida; Chartered Financial Analyst; trustee,
Atlanta Society of Financial Analysts.
Terrence Irrgang Assistant portfolio manager of the Fund
since 1993; co-portfolio manager of the
EBI Equity Fund since 1993; portfolio
manager for INVESCO Capital Management,
Inc. (1992 to present); consultant,
Towers, Perrin & Forster & Crosby (1988
to 1992); began investment career in
1981; B.A., Gettysburg College; M.B.A.,
Temple University; Chartered Financial
Analyst.
INVESCO is an indirect wholly-owned subsidiary of 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 1932 and, as of August 31, 1994, managed 14 mutual funds,
consisting of 36 separate portfolios, with combined assets of approximately $9.9
billion on behalf of over 861,000 shareholders.
INVESCO has contracted with INVESCO Capital Management, Inc. ("ICM"), the
Trust's investment adviser prior to 1991, for investment sub-advisory and
research services on behalf of the Fund. ICM is an indirect, wholly-owned
subsidiary of INVESCO PLC that, as of June 30, 1994, managed approximately $25.3
billion of tax-exempt accounts (such as pension and profit-sharing funds for
corporations and state and local governments) and acted as investment adviser or
sub-adviser to 11 investment portfolios of 5 investment companies (including the
Trust) with combined assets of approximately $1 billion. Although the Trust is
not a party to the sub-advisory agreement, the agreement has been approved by
the shareholders of the Trust. Services provided by INVESCO and ICM are subject
to review by the Trust's board of trustees.
Under the investment advisory agreement the Trust pays INVESCO a monthly
fee at the following annual rates, based on the average net assets of the Fund:
0.75% on the first $500 million of the Fund's average net assets; 0.65% on the
next $500 million of the Fund's average net assets; and 0.50% of the average net
assets of the Fund in excess of $1 billion. While the portion of INVESCO's fees
which is equal to 0.75% of the net assets is higher than those generally charged
by investment advisers to mutual funds, they are not higher than those charged
by most other investment advisers to funds of comparable asset levels to the
Fund. For the fiscal year ended August 31, 1994, the advisory fees paid to
INVESCO Funds Group, Inc., amounted to 0.75% of the average net assets of the
Fund.
<PAGE>
Out of its advisory fee which it receives from the Fund, INVESCO pays ICM,
as sub-adviser to the Fund, a monthly fee, which is computed at the annual rate
of 0.20% of the first $500 million of the Fund's average net assets; 0.17% of
the next $500 million of the Fund's average net assets; and 0.13% of the Fund's
average net assets in excess of $1 billion. No fee is paid by the Fund to ICM.
The Fund bears those Trust expenses which are accrued daily that are
incurred on its behalf and, in addition, bears a portion of general Trust
expenses, allocated based upon the relative net assets of the three Funds of the
Trust. Such expenses are generally deducted from the Fund's total income before
dividends are paid. Total expenses of the Fund, including investment advisory
fees (but excluding brokerage commissions), as a percentage of its average net
assets for the fiscal year ended August 31, 1994, were 1.01%.
The Trust also has entered into an Administrative Services Agreement (the
"Administrative Agreement") with INVESCO. Pursuant to the Administrative
Agreement, INVESCO performs certain administrative and internal accounting
services, including without limitation, maintaining general ledger and capital
stock accounts, preparing a daily trial balance, calculating net asset value
daily, and providing selected general ledger reports. 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 an annual rate not to exceed a maximum of
0.015% per annum of the average net assets of the Fund.
The Declaration of Trust pursuant to which the Trust is organized contains
an express disclaimer of shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each instrument
entered into or executed by the Trust. The Declaration of Trust also provides
for indemnification out of the Trust's property for any shareholder held
personally liable for any Trust obligation. Thus, the risk of a shareholder
being personally liable for obligations of the Trust is limited to the unlikely
circumstance in which the Trust itself would be unable to meet its obligations.
INVESCO, as the Trust's investment adviser, as well as ICM, as sub-adviser
for the Fund, have the responsibility of placing orders for the purchase and
sale of portfolio securities with brokers and dealers based upon their
evaluation of broker-dealer financial responsibility coupled with broker-dealer
ability to effect transactions at the best available prices. Although the Trust
does not market its shares through intermediary brokers or dealers, the Trust
may place orders for portfolio transactions with qualified broker-dealers which
recommend the various funds of the Trust to clients, or act as agent in the
purchase of fund shares for clients, if management of the Trust believes that
the quality of execution of the transaction and level of commission are
comparable to those available from other qualified brokerage firms.
<PAGE>
HOW SHARES CAN BE PURCHASED
Only the following investors may make initial investments in the INVESCO
Value Equity Fund: (1) investors that either make a minimum initial investment
in the Fund of $1 million, or can be anticipated by Trust management to invest
$1 million or more in the Fund within a reasonable period of time; (2)
directors, officers and employees of any company affiliated with INVESCO, and
their immediate family members, who invest a minimum of $1,000 in the Fund; and
(3) investors whose minimum initial investment in the Fund is less than $1
million but whose investment is determined by Trust management to be in the best
interests of the Fund.
Shares of the Fund 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
Purchase orders must specify the Fund in which the investment is to be
made.
Following an initial purchase meeting the Fund's requirements, subsequent
investments may be made in amounts of not less than $50. The minimum initial
purchase requirements described above do not apply to shareholder accounts in
the Fund opened prior to March 1, 1993, and, thus, there are no minimum balance
requirements for those accounts. However, for shareholders already having
accounts in any of the INVESCO funds, all initial share purchases in a new Trust
account, including those made using the exchange privilege, must meet the
Trust's applicable minimum investment requirements.
The purchase of shares in the Fund can be expedited by placing bank wire,
overnight courier or telephone orders. For further information, the purchaser
may call the Trust'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.,
7800 E. Union Avenue, Denver, Colorado 80237.
Shares of the Fund purchased by telephone will be issued at the net asset
value of the Fund next determined after receipt of telephone instructions.
Payments for telephone orders must be received by the Trust 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.
<PAGE>
INVESCO has agreed to indemnify the Trust 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 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 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 for the Fund is
calculated by dividing the market value of the Fund's 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 trustees. Debt securities with remaining maturities of 60 days or less will
be valued at amortized cost, absent unusual circumstances, so long as the
Trust's board of trustees believes that such value represents fair value.
Under certain circumstances, the Fund may offer its shares, in lieu of
cash payment, for securities to be purchased by the Fund. Such a transaction can
benefit the Fund by allowing it to acquire securities for its portfolio without
paying brokerage commissions. For the same reason, the transaction also may be
beneficial to the party exchanging the securities. The Fund shall not enter into
such transactions, however, unless the securities to be exchanged for Fund
shares are readily marketable and not restricted as to transfer either by law or
liquidity of the market, comply with the investment policies and objectives of
the Fund, are of the type and quality which would normally be purchased for the
Fund's portfolio, are acquired for investment and not for resale, have a value
which is readily ascertainable as evidenced by a listing on the American Stock
Exchange, the New York Stock Exchange or NASDAQ, and are securities which the
Fund would otherwise purchase on the open
<PAGE>
market. The value of Fund shares used to purchase portfolio securities as stated
herein will be the net asset value as of the effective time and date of the
exchange. The securities to be received by the Fund will be valued in accordance
with the same procedure used in valuing the Fund's portfolio securities. Any
investor wishing to acquire shares of the Fund in exchange for securities should
contact either the President or the Secretary of the Trust at the address or
telephone number shown on the cover page of this Prospectus.
SERVICES PROVIDED BY THE TRUST
Shareholder Accounts. INVESCO maintains a share account that reflects the
current holdings of each shareholder. A separate account will be maintained for
a shareholder for each Fund in which the shareholder invests. As a business
trust, the Trust does not issue share certificates. Each shareholder is sent a
detailed confirmation of each transaction in shares of the Trust. 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. These
programs are discussed below. For information regarding a shareholder's account
and transactions, the shareholder may call the Trust'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 shares of the Fund at
the net asset value per share of the Fund 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 $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 the 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.
<PAGE>
Exchange Privilege. Shares of the Fund may be exchanged for shares of any
other fund of the Trust, as well as 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
Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money
Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds,
Inc., INVESCO Strategic Portfolios, Inc., and INVESCO Tax-Free Income Funds,
Inc.
An exchange involves redemption of shares in the Fund and investment of
the redemption proceeds in shares of another fund of the Trust or 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 such 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 the 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 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 in 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.
<PAGE>
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,
subject to the Fund's minimum initial investment or subsequent investment
requirements. 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. 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 kinds of non-profit
organizations, which provide deferred compensation arrangements for their
employees.
<PAGE>
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 next determined after a request in proper form is received at the Trust's
office. (See "How Shares Can Be Purchased.") Net asset value per share of the
Fund at the time of the redemption may be more or less than the price originally
paid to purchase shares.
In order to redeem shares, a written redemption request signed by each
registered owner of the account may be submitted to INVESCO at the address noted
above. 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, Denver, CO 80237. 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.
Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each fund in which they invest.
Payments 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).
<PAGE>
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 Trust 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. 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. 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. 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 $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. These telephone redemption privileges may be modified or terminated
in the future at the discretion of the Fund's management. 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 (b) processing telephone redemptions
will require up to seven days following receipt of the redemption request, or
additional time because of 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 inititated 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.
<PAGE>
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES
Dividends. In addition to any increase in the value of Fund shares which
may occur from increases in the value of the Fund's investments, the Fund may
earn income in the form of dividends and interest on its investments. Dividends
paid by the Fund will be based solely on the income earned by the Fund. The
Trust's policy with respect to the Fund is to distribute substantially all of
this income, less expenses, to shareholders in the Fund. Dividend distributions
for the Fund are customarily declared and paid quarterly, at the end of
November, February, May, and August to shareholders in the Fund. Dividends are
automatically reinvested in additional shares of the Fund at the net asset value
on the ex- dividend date, unless otherwise requested. See "Services Provided by
the Trust - Reinvestment of Distributions."
Capital Gains. Capital gains or losses are the result of the Fund's sale
of its 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 its net realized capital gains,
if any, to its shareholders at least annually, usually in December. Capital gain
distributions are automatically reinvested in additional shares of the Fund at
net asset value per share on the ex-dividend date, unless otherwise requested.
See "Services Provided by the Trust - Reinvestment of Distributions."
Taxes. The Fund intends to distribute substantially all of its net
investment income and capital gains, if any, 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 Trust or 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 receive
from the Trust, whether such dividends and distributions are received in cash or
reinvested in additional shares of the same or another fund. Shareholders of the
Trust 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, and the amount of dividends eligible for the
dividends-received deduction available for corporations. During the fiscal year
ended August 31, 1994, 100% of the dividends declared by the INVESCO Value
Equity Fund qualified for the dividends-received corporate deduction.
The Trust 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.
<PAGE>
ADDITIONAL INFORMATION
Voting Rights. All shares of the Trust's Funds have equal voting rights.
When shareholders are entitled to vote upon a matter, each shareholder is
entitled to one vote for each share owned. Voting with respect to certain
matters, such as ratification of independent accountants and the election of
trustees, will be by all Funds of the Trust voting together. In other cases,
such as voting upon the investment advisory contract for the individual Funds,
voting is on a Fund-by-Fund basis. To the extent permitted by law, when not all
Funds are affected by a matter to be voted upon, only shareholders of the Funds
or Funds affected by the matter will be entitled to vote thereon. The Trust is
not generally required, and does not expect, to hold regular annual meetings of
shareholders. However, the board of trustees will call such special meetings of
shareholders for the purpose, among other reasons, of voting the question of
removal of a trustee or trustees when requested to do so in writing by the
holders of 10% or more of the outstanding shares of the Trust or as may be
required by applicable law or the Trust's Declaration of Trust. The Trust will
assist shareholders in communicating with other shareholders as required by the
Investment Company Act of 1940. Trustees may be removed by action of the holders
of two-thirds of the outstanding shares of the Trust.
Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Trust 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. The 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 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 VALUE TRUST
PROSPECTUS
December 30, 1994
INVESCO Value Equity Fund
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
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 East Union Avenue
Lobby Level
