INVESCO VALUE TRUST
497, 1996-05-22
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                    INVESCO INTERMEDIATE GOVERNMENT BOND FUND 
                            Supplement to Prospectus
                             dated December 29, 1995

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

      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..............................                0.60%
      12b-1 Fees..................................                None
      Other Expenses (after voluntary
          expense limitation)(1)..................                0.40%
        Transfer Agency Fee(2)....................       0.29%
        General Services, Administrative Services, 
          Registration Postage(3).................       0.11%
      Total Fund Operating Expenses (after 
          voluntary expense limitation)(1)........                1.00%

      (1) Certain Fund expenses are being voluntarily  absorbed by INVESCO Funds
      Group, Inc. ("INVESCO") to ensure that the Fund's total operating expenses
      do not exceed  1.00% of the Fund's  average  net  assets.  This  policy is
      applicable  to Fund  expenses  incurred  on or after May 1,  1996.  In the
      absence of such voluntary expense limitation,  the Fund's "Other Expenses"
      and "Total  Fund  Operating  Expenses"  in the above table would have been
      0.60% and 1.20%,  respectively,  of the Fund's average net assets based on
      the actual expenses of the Fund for the fiscal year ended August 31, 1995.

      (2)   Consists   of   the   transfer    agency   fee   described   under
      "Additional    Information   --   Transfer   and   Dividend   Disbursing
      Agent."

      (3)  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.



<PAGE>


      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         $55         $123

            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  Intermediate  Government  Bond 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.

      *The expense information in the above tables has been presented on a basis
      that assumes that the Fund's current 1.00% expense  limitation had been in
      effect during the year ended August 31, 1995.

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

            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 for the
      fiscal year ended August 31, 1995, including investment advisory fees (but
      excluding brokerage commissions),  amounted to 1.20% of the Fund's average
      net  assets.   Certain  Fund  expenses  are  being   absorbed  by  INVESCO
      voluntarily  pursuant to a commitment  to the Fund in order to ensure that
      the Fund's total  expenses do not exceed  1.00% of the Fund's  average net
      assets.  This  commitment is  applicable  to Fund expenses  incurred on or
      after May 1, 1996,  and may be  changed  following  consultation  with the
      Company's board of directors.

      The third  paragraph  in the  section  of the Fund's  Prospectus  entitled
"Additional Information" is hereby amended to read as follows:

            Transfer   and   Dividend   Disbursing   Agent.    INVESCO   Funds
      Group,  Inc.,  7800  E.  Union  Ave.,   Denver,   Colorado  80237,  acts
      as   registrar,   transfer   agent,   and  dividend   disbursing   agent


<PAGE>


      for the Fund pursuant to a Transfer  Agency  Agreement which provides that
      the Fund  will pay an annual  fee of $26.00  per  shareholder  account  or
      omnibus  account  participant.  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. Registered broker-dealers,  third party
      administrators  of  tax-qualified  retirement  plans and  other  entities,
      including  affiliates  of  INVESCO,  may  provide  sub-transfer  agency or
      record-keeping 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 may pay the third party an annual sub-transfer agency
      or  record-keeping  fee out of the  transfer  agency  fee which is paid to
      INVESCO by the Fund.

The date of this Supplement is May 1, 1996.

<PAGE>

                         INVESCO TOTAL RETURN FUND
                         Supplement to Prospectus
                         dated December 29, 1995

The third paragraph in the section of the Fund's Prospectus entitled "Additional
Information" is hereby amended to read as follows:

           Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 
     7800 E. Union Ave., 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 an annual fee of 
     $20.00 per shareholder account per omnibus account participant.  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.
     Registered broker-dealers, third party administrators of tax-qualified
     retirement plans and other entities, including affiliates of INVESCO, may 
     provide sub-transfer agency or record-keeping 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 may pay the third
     party an annual sub-transfer agency or record-keeping fee out of the 
     transfer agency fee which is paid to INVESCO by the Fund.

The date of this Supplement is May 1, 1996.

<PAGE>

                            INVESCO Value Equity Fund
                            Supplement to Prospectus
                             dated December 29, 1995

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

      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..............................                0.28%
        Transfer Agency Fee(1)....................      0.11%
        General Services, Administrative Services,
          Registration Postage(2).................      0.17%
      Total Fund Operating Expenses...............                1.03%

      (1)   Consists   of   the   transfer    agency   fee   described   under
      "Additional    Information   --   Transfer   and   Dividend   Disbursing
      Agent."

      (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
            ------      -------     -------     --------
            $11         $33         $57         $126

            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


<PAGE>


      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.

      *The expense information in the above tables has been presented on a basis
      that  assumes  that the Fund's  current  transfer  agency fees had been in
      effect during the year ended August 31, 1995.

The third paragraph in the section of the Fund's Prospectus entitled "Additional
Information" is hereby amended to read as follows:

            Transfer and Dividend  Disbursing Agent.  INVESCO Funds Group, Inc.,
      7800 E. Union Ave.,  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 an annual fee of
      $20.00  per  shareholder  account  or  omnibus  account  participant.  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.
      Registered  broker-dealers,  third party  administrators  of tax-qualified
      retirement plans and other entities,  including affiliates of INVESCO, may
      provide  sub-transfer agency or record-keeping  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 may pay the third
      party an  annual  sub-transfer  agency  or  record-keeping  fee out of the
      transfer agency fee which is paid to INVESCO by the Fund.

The date of this Supplement is May 1, 1996.


<PAGE>


                               INVESCO Value Trust
           Supplement to Statement of Additional Information
                        Dated December 29, 1995

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

            The Transfer Agency  Agreement  provides that the Trust shall pay to
      INVESCO an annual fee of $20.00 per shareholder account or omnibus account
      participant  with  respect to the INVESCO  Value  Equity and Total  Return
      Funds, and $26.00 per shareholder  account or omnibus account  participant
      with respect to INVESCO Intermediate  Government Bond Fund. These fees are
      paid  monthly  at 1/12 of the  annual fee and are based upon the number of
      shareholder  accounts or omnibus account  participants in existence at any
      time during each month. For the year ended August 31, 1995, the Trust paid
      INVESCO transfer agency fees of $776,508.

The section of the Funds'  Statement of  Additional  Information  entitled  "The
Funds and Their  Management  --  Officers  and  Trustees of the Trust" 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  trustees  of the  Trust  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
      Strategic  Portfolios,  Inc.,  INVESCO  Tax-Free  Income Funds,  Inc., and
      INVESCO Variable  Investment Funds, Inc. In addition,  all of the trustees
      of the Trust 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.  Set  forth  below  is
      information  with respect to each of the Trust's  officers  and  trustees.
      Unless  otherwise  indicated,  the address of the trustees 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

<PAGE>



      and The Global Health Sciences Fund.  Address:  1315 Peachtree Street, NE,
      Atlanta, Georgia.  Born:  May 11, 1935.

          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.

<PAGE>


      Formerly, Vice President of 440 Financial Group from June 1990 to August
      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 Funds and Their  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
      Trust and other  funds in the INVESCO  Complex,  receive  compensation  as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive any trustee's fees or other  compensation  from the Trust or other
      funds in the INVESCO  Complex for their  services as trustees.  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 Trust 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 trustee's fees and other  compensation as the
      Trust's independent trustees.

The date of this Supplement is May 1, 1996.





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