INVESCO Value Trust
Supplement to Statement of Additional Information
Dated December 29, 1995
The section of the Trust's Statement of Additional Information entitled
"Investment Practices - Placement of Fund Brokerage" is amended by adding the
following as the fifth paragraph of that section, without deleting any of the
existing paragraphs:
Certain brokers are paid a fee (the "Broker's Fee") for recordkeeping,
shareholder communications and other services provided by the brokers to
investors purchasing shares of the Funds through no transaction fee programs
("NTF Programs") offered by the brokers. The Broker's Fee is based on the
average daily value of the investments in each Fund made by a broker and held in
omnibus accounts maintained on behalf of investors participating in the NTF
Program. The trustees of the Trust have authorized each Fund to pay transfer
agency fees to INVESCO based on the number of investors who have beneficial
interests in a broker's omnibus accounts in that Fund. INVESCO, in turn, pays
these transfer agency fees to the broker as a sub-transfer agency or
recordkeeping fee in payment of all or a portion of the Broker's Fee. The
trustees of the Trust have further authorized INVESCO to place a portion of each
Fund's brokerage transactions with certain brokers that sponsor NTF Programs, if
INVESCO reasonably believes that, in effecting the Fund's transactions in
portfolio securities, the broker is able to provide the best execution of orders
at the most favorable prices. A portion of the commissions earned by a broker
from executing portfolio transactions on behalf of a specific Fund may be
credited by the broker against the sub-transfer agency or recordkeeping fee
payable with respect to that Fund, on a basis which has resulted from
negotiations between INVESCO and the broker. INVESCO, in turn, applies any such
credits to the transfer agency fee it charges to the Fund. Thus, the Fund pays
sub- transfer agency or recordkeeping fees to the broker in payment of the
Broker's Fee only to the extent that such fees are not offset by the Fund's
credits. INVESCO itself pays the portion of a Fund's Broker's Fee, if any, that
exceeds the sub-transfer agency or recordkeeping fee. In the event that the
transfer agency fee paid by a Fund to INVESCO with respect to investors who have
beneficial interests in a particular broker's omnibus accounts in that Fund
exceeds the Broker's Fee applicable to that Fund, INVESCO may carry forward the
excess through the end of the Trust's fiscal year and apply it to future
Broker's Fees payable to that broker with respect to the Fund. The amount of
excess transfer agency fees carried forward will be reviewed for possible
adjustment by INVESCO prior to each fiscal year-end of the Trust.
The date of this Supplement is March 1, 1996.