INVESCO VALUE TRUST
497, 1996-05-16
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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.





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