INVESCO VALUE TRUST, 485BPOS, 1996-12-24

INVESCO VALUE TRUST
485BPOS, 1996-12-24

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File No. 33-3429

As filed on December ^ 24, 1996

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--
Pre-Effective Amendment No.
Post-Effective Amendment No. ^ 20 X
-------- --

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
--
Amendment No. ^ 20 X
------------ --

INVESCO VALUE TRUST
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
-------------------
Copies to:
Ronald M. Feinman
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th St.
New York, New York 10036
-------------------
Approximate Date of Proposed Public Offering: As soon as practicable
after this post-effective amendment becomes effective.

It is proposed that this filing will become effective (check appropriate
box)

immediately upon filing pursuant to paragraph (b)
- ----
X on ^ January 1, 1997, pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)(1)
- ----
on ^ _______________, pursuant to paragraph (a)(1)
- ----
75 days after filing pursuant to paragraph (a)(2)
- ----
on (date) pursuant to paragraph (a)(2) of rule 485
- ----

If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
- ----
previously filed post-effective amendment.

Registrant has previously elected to register an indefinite number of shares of
its common stock pursuant to Rule 24f-2 under the Investment Company Act.
Registrant's Rule 24f-2 Notice for the fiscal year ended August 31, ^ 1996, was
filed on or about October ^ 25, 1996.

Page 1 of 156
Exhibit index is located at page 135

<PAGE>

INVESCO VALUE TRUST
------------------------------------
CROSS-REFERENCE SHEET

Form N-1A
Item Caption
- --------- -------

Part A Prospectus

1....................... Cover Page

2....................... Annual Fund Expenses

3....................... Financial Highlights; Performance
Data

4....................... Investment Objectives and Policies;
The Trust and Its Management

5....................... The Trust and Its Management;
Additional Information

5A...................... Not Applicable

6....................... Services Provided by the Trust;
Taxes, Dividends and Capital Gain
Distributions; Additional
Information

7....................... How Shares Can Be Purchased;
Services Provided by the Trust

8....................... Services Provided by the Trust; How
to Redeem Shares

9....................... Not Applicable

Part B Statement of Additional Information

10....................... Cover Page

11....................... Table of Contents

-i-

<PAGE>

Form N-1A
Item Caption
- --------- -------

12....................... The Trust and Its Management

13....................... Investment Practices; Investment
Policies and Restrictions

14....................... The Trust and Its Management

15....................... The Trust and Its Management

16....................... The Trust and Its Management

17....................... Investment Practices; Investment
Policies and Restrictions

18....................... Additional Information

19....................... How Shares Can Be Purchased; How
Shares Are Valued; Services
Provided by the Trust; Tax-Deferred
Retirement Plans; How to Redeem
Shares

20....................... Dividends, Capital Gain
Distributions, and Taxes

21....................... How Shares Can Be Purchased

22....................... Performance Data

23....................... Additional Information

Part C Other Information

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

-ii-

<PAGE>

PROSPECTUS
^ January 1, 1997

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 that 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 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 the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing further information
about the Fund, dated ^ January 1, 1997, has been filed with the Securities and
Exchange Commission^ and is incorporated by reference into this prospectus. To
obtain a free copy, write to INVESCO Funds Group, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-525-8085; or on the World Wide Web:
http://www.invesco.com.

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.
----------

<PAGE>

TABLE OF CONTENTS

Page
----

ANNUAL FUND EXPENSES 6

FINANCIAL HIGHLIGHTS 8

PERFORMANCE DATA 10

INVESTMENT OBJECTIVE AND POLICIES 10

RISK FACTORS 11

THE TRUST AND ITS MANAGEMENT 14

HOW SHARES CAN BE PURCHASED 17

SERVICES PROVIDED BY THE TRUST 19

HOW TO REDEEM SHARES 23

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS 24

ADDITIONAL INFORMATION 26

<PAGE>

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) ^ 0.15%
General Services, Administrative
Services, Registration, Postage(2) ^ 0.11%
Total Fund Operating Expenses ^(3) 1.01%

(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 ^ independent accountants, 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.

(3) It should be noted that the Fund's actual total operating expenses
were lower than the figures shown because the Fund's custodian fees and pricing
expenses were reduced under an expense offset arrangement. However, as a result
of an SEC requirement for mutual funds to state their total operating expenses
without crediting any such expense offset arrangement, the figures shown above
DO NOT reflect these reductions. In comparing expenses for different years,
please note that the ratios of Expenses to Average Net Assets shown under
"Financial Highlights" DO reflect reductions for periods prior to the fiscal
year ended August 31, 1996. See "The Trust And Its Management."

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

<PAGE>

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 each of the ^ three years ended August 31, ^
1996, the eight-month fiscal period ended August 31, 1993, and each of the four
years ended December 31, 1992, has been audited by Price Waterhouse LLP,
independent accountants. Prior years' information was audited by another
independent accounting firm. This information should be read in conjunction with
the audited financial statements and the report of independent accountants
thereon appearing in the Trust's ^ 1996 Annual Report to Shareholders which is
incorporated by reference into the Statement of Additional Information. Both 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.

Period
^ Ended
Year Ended ^ August 31 August 31 Year Ended December ^ 31
--------------------------- ---------- -------------------------------------------------------
1996 1995 1994 1993 > 1992 1991 1990 1989 1988 1987

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
^
PER SHARE DATA
Net Asset Value -
Beginning of Period $19.53 $18.12 $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 $12.40 $12.75 ^
--------------------------- ---------- -------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.35 0.39 0.36 0.24 0.36 0.40 0.44 0.48 0.37 0.40 ^
Net Gains or (Losses) on
Securities (Both Realized
and Unrealized) 3.09 2.58 1.20 0.88 0.45 4.54 (1.33) 2.42 1.62 0.39 ^
--------------------------- ---------- -------------------------------------------------------
Total from Investment
Operations 3.44 2.97 1.56 1.12 0.81 4.94 (0.89) 2.90 1.99 0.79 ^
--------------------------- ---------- -------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.35 0.39 0.31 0.24 0.34 0.40 0.47 0.49 0.36 0.50 ^
In Excess of Net
Investment Income 0.00 0.00 0.04 ^ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from
Capital Gains 0.38 1.17 0.88 0.00 0.13 1.85 0.06 0.83 0.31 0.64 ^
--------------------------- ---------- -------------------------------------------------------

<PAGE>

Total Distributions 0.73 1.56 1.23 0.24 0.47 2.25 0.53 1.32 0.67 1.14 ^
--------------------------- ---------- ------------------------------------------------------
Net Asset Value -
End of Period $22.24 $19.53 $18.12 $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 $12.40 ^
=========================== ========== =====================================================^

TOTAL RETURN 17.77% 17.84% 9.09% 6.65%* 4.98% 35.84% (5.80%) 21.34% 16.89% 5.98% ^

RATIOS
Net Assets - End of Period
($000 Omitted) $200,046 $153,171 $111,850 $81,914 $78,609 $39,741 $29,825 $36,592 $27,434 $14,933 ^
Ratio of Expenses to
Average Net Assets# 1.01%@ 0.97% 1.01% 1.00%~ 0.91% 0.98% 1.00% 1.00% 1.00% 1.00% ^
Ratio of Net Investment
Income ^ to Average
Net Assets# 1.64% 2.17% 1.80% 2.07%~ 2.19% 2.39% 3.00% 3.29% 3.48% 2.95% ^
Portfolio Turnover Rate 27% 34% 53% 35%* 37% 64% 23% 30% 16% 20%
^ Average Commission
Rate Paid^^ $0.0589 - - - - - - - - -
</TABLE>

> From January 1, 1993 to August 31^, 1993, the Fund's current fiscal year-end^.

^* 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 IFG for the years
ended December 31, 1990, 1989, 1988^ and 1987 ^. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have been
1.04%, 1.09%, 1.19%^ and 1.42% ^ respectively, and ratio of net investment
income to average net assets would have been 2.96%, 3.20%, 3.29%^ and 2.53%,
respectively.

@ Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.

~ Annualized

^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold, which is required to be disclosed
for fiscal years beginning September 1, 1995 and thereafter.

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 ^ advertises its total return performance.
These figures are based upon historical ^ investment results and are not
intended to indicate future performance. ^ Total return is computed by
calculating the percentage change in value of an investment ^, assuming
reinvestment of all income dividends and capital gain distributions, to the end
of a specified period. ^ Cumulative total return reflects actual performance
over a stated period of time. Average annual total return is a hypothetical rate
of return that, if achieved annually, would have produced the same cumulative
total return if performance had been constant over the entire period. Thus, a
given report of total return performance should not be considered as
representative of future performance. The Fund charges no sales load, redemption
fee^ or exchange fee which would affect ^ total return ^ computations.

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 Ratings Services, a division of McGraw-Hill
Companies, Inc., 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 ^ series 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.
Funds having an investment objective of seeking a high total return may be

<PAGE>

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, although in selecting common stocks
for the Fund, the investment adviser and sub-adviser (collectively, "Fund
Management") generally apply an investment discipline which seeks to achieve a
yield higher than the overall equity market. Therefore, ^ because 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 Fund 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 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 (the "1940 Act"). 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

<PAGE>

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.

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 Fund
Management. 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

<PAGE>

securities dealers^ which are deemed creditworthy. A repurchase agreement
is a transaction in which the Fund purchases 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

<PAGE>

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.

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 Fund 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

On November 4, 1996, an Agreement and Plan of Merger among INVESCO PLC,
INVESCO Group Services, Inc. ("Services") and AIM Management Group, Inc. ("AIM")
was signed under which AIM will be merged with Services. When this merger takes
effect, which is expected to occur in the first part of 1997, the Fund's
Investment Advisory, Sub-Advisory, Distribution, Administrative Services and
Transfer Agency Agreements (the "Agreements") will automatically terminate.
Consummation of this merger is conditioned, among other things, on new
Agreements, essentially identical to the existing Agreements, including the
provisions governing fees, being presented to, and approved by, the Trust's
board of trustees and, where necessary, the Fund's shareholders prior to this
merger taking effect. The meeting of the Fund's shareholders to consider the
necessary new Agreements is expected to occur in early 1997. Fund Management
anticipates that the key personnel responsible for providing services to the
Fund will remain unchanged.

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.

<PAGE>

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 with INVESCO dated as of February 20, 1989^.

INVESCO is an indirect, wholly-owned subsidiary of INVESCO PLC. INVESCO
PLC is a financial holding company that, through its subsidiaries, engages in
the business of investment management on an international basis. INVESCO was
established in 1932 and, as of August 31, ^ 1996, managed 14 mutual funds,
consisting of ^ 39 separate portfolios, with combined assets of approximately ^
$12.8 billion on behalf of over ^ 827,000 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^ currently manages in excess of $39 billion of
assets on behalf of tax-exempt accounts (such as pension and profit-sharing
funds for corporations and state and local governments) and ^ investment
companies. 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.

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 ^ INVESCO
Advisor Funds-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 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
^ INVESCO Advisor Funds-Equity Fund since
1993; portfolio manager for INVESCO
Capital Management, Inc. (1992 to
present); consultant, Towers, Perrin & Forster &

<PAGE>

Crosby (1988 to 1992); began investment career in
1981; B.A., Gettysburg College; M.B.A., Temple
University; Chartered Financial Analyst.

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% on 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, ^ 1996, the advisory fees paid to
INVESCO Funds Group, Inc., amounted to 0.75% of the average net assets of the
Fund.

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% on the first $500 million of the Fund's average net assets; 0.17% on
the next $500 million of the Fund's average net assets; and 0.13% on 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, ^ 1996, 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

<PAGE>

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. The Trust may place
orders for portfolio transactions with qualified broker-dealers that recommend
the various funds of the Trust to clients, or act as agent in the purchase of
fund shares for clients, if Fund Management believes that the quality of the
execution of the transaction and level of commission are comparable to those
available from other qualified brokerage firms.

Fund Management permits investment and other personnel to purchase and
sell securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires Fund Management's personnel to conduct
their personal investment activities in a manner that Fund Management believes
is not detrimental to the Fund or Fund Management's other advisory clients. See
the Statement of Additional Information for more detailed information.

HOW SHARES CAN BE PURCHASED

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.

<PAGE>

plan (other than an IRA), or under a group investment plan qualifying as a
sophisticated investor; 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 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.

Orders to purchase Fund shares can be placed by telephone. Shares of the
Fund will be issued at the net asset value next determined after receipt of
telephone instructions. Generally, payments for telephone orders must be
received by the Trust within three business days or the transaction may be
cancelled. In the event of such cancellation, the purchaser will be held
responsible for any loss resulting from a decline in the value of the shares. In
order to avoid such losses, purchasers should send payments for telephone
purchases by overnight courier or bank wire. INVESCO has agreed to indemnify the
Trust for any losses resulting from the cancellation of telephone purchases.

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 by the broker 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. INVESCO may
from time to time make payments from its revenues to securities dealers and
other financial institutions that provide distribution-related and/or
administrative services for the Fund.

<PAGE>

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 Fund 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 (usually
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 at the time of purchase
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 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

<PAGE>

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. Dividends and other 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 other distributions in certain of the
other no-load mutual funds advised and distributed by INVESCO, or to receive
payment of all dividends and other 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.

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
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.^ and INVESCO Tax-Free Income
Funds, Inc.

<PAGE>

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^ or 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. Except for those limited instances where redemptions of the exchanged
security are suspended under Section 22(e) of the 1940 Act, 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.

<PAGE>

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-Deferred Retirement Plans. Shares of the Fund may be purchased for
self-employed individual retirement plans, 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.

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.

<PAGE>

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.

Payment 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 or an emergency as defined by the Securities and
Exchange Commission exists. If the shares to be redeemed were purchased by check
and that check has not yet cleared, payment will be made promptly upon clearance
of the purchase check (which may take up to 15 days).

If a shareholder participates in EasiVest, the Fund's automatic monthly
investment program, and redeems all of the shares in his Fund account, INVESCO
will terminate any further EasiVest purchases unless otherwise instructed by the
shareholder.

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

<PAGE>

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-deferred 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 Fund 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 Fund 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^ or 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.

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Taxes. The Fund intends to distribute to shareholders substantially all of
its net investment income, net capital gains and net gains from foreign currency
transactions, if any, in order to qualify for tax treatment as a regulated
investment company. Thus, the Fund does not expect to pay any federal income or
excise taxes.

Unless shareholders are exempt from income taxes, they must include all
dividends and capital gain distributions in taxable income for federal, state^
and local income tax purposes.

<PAGE>

Dividends and other distributions are taxable whether they are received in cash
or automatically invested in shares of the Fund or another fund in the INVESCO
group.

The Fund may be subject to the withholding of foreign taxes on dividends
or interest it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of the Fund unless the Fund meets the qualifications to
enable it to pass these taxes through to shareholders for use by them as a
foreign tax credit or deduction.

Shareholders may be subject to backup withholding of 31% on dividends,
capital gain distributions and redemption proceeds. Unless a shareholder is
subject to backup withholding for other reasons, the shareholder can avoid
backup withholding on his Fund account by ensuring that INVESCO has a correct,
certified tax identification number.

Dividends and Capital Gain Distributions. The Fund earns ordinary or net
investment income in the form of dividends and interest on its investments. The
Fund's policy is to distribute substantially all of this income, less Fund
expenses, to shareholders on a quarterly basis, at the end of November,
February, May and August, at the discretion of the Trust's board of trustees.

In addition, the Fund realizes capital gains and losses when it sells
securities for more or less than it paid. If total gains on sales exceed total
losses (including losses carried forward from previous years), the Fund has a
net realized capital gain. Net realized capital gains, if any, are distributed
to shareholders at least annually, usually in December.

Dividends and capital gain distributions are paid to shareholders who hold
shares on the record date of the distribution regardless of how long the shares
have been held. The Fund's share price will then drop by the amount of the
distribution on the day the distribution is made. If a shareholder purchases
shares immediately prior to the distribution, the shareholder will, in effect,
have "bought" the distribution by paying full purchase price, a portion of which
is then returned in the form of a taxable distribution.

At the end of each year, information regarding the tax status of dividends
and capital gain distributions is provided to shareholders. Net realized capital
gains are divided into short-term and long-term gains depending on how long the
Fund held the security which gave rise to the gains. The capital gain
distribution consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest as ordinary income and are paid to shareholders as dividends.

<PAGE>

Shareholders also may realize capital gains or losses when they sell Fund
shares at more or less than the price originally paid.

Shareholders are encouraged to consult their tax advisers with respect to
these matters. For further information, see "Dividends, Capital Gain
Distributions and Taxes" in the Statement of Additional Information.

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 and a corresponding fractional vote
for each fractional 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 fund 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
1940 Act. 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 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 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.

<PAGE>

INVESCO VALUE TRUST

PROSPECTUS
^ January 1, 1997

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 or responses
to other questions, 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

You can find us on the World Wide Web:

http://www.invesco.com

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

<PAGE>

PROSPECTUS
^ January 1, 1997

INVESCO VALUE TRUST

INVESCO Intermediate Government Bond Fund

INVESCO Intermediate Government Bond Fund (the "Fund") seeks to achieve a
high total return on investments through capital appreciation and current income
by investing primarily in obligations of the U.S. ^ government and its agencies
and instrumentalities maturing in three to five years.

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 Intermediate
Government Bond Fund. Separate ^ prospectuses are available upon request from
INVESCO Funds Group, Inc. for the Trust's other two funds, INVESCO Value Equity
Fund and INVESCO Total Return Fund. 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 the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing further information
about the Fund, dated ^ January 1, 1997, has been filed with the Securities and
Exchange Commission^ and is incorporated by reference into this prospectus. To
obtain a free copy, write to INVESCO Funds Group, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or by calling 1-800-525-8085; or on the World Wide Web:
http://www.invesco.com.

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.

----------

<PAGE>

TABLE OF CONTENTS

Page
----

ANNUAL FUND EXPENSES 30

FINANCIAL HIGHLIGHTS 32

PERFORMANCE DATA 34

INVESTMENT OBJECTIVE AND POLICIES 35

RISK FACTORS 36

THE TRUST AND ITS MANAGEMENT 40

HOW SHARES CAN BE PURCHASED 43

SERVICES PROVIDED BY THE TRUST 46

HOW TO REDEEM SHARES 49

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS 51

ADDITIONAL INFORMATION 52

<PAGE>

ANNUAL FUND EXPENSES

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 absorbed expenses)(1) 0.40%
Transfer Agency ^ Fee(2) 0.40%
General Services, Administrative
Services, Registration, Postage ^(after
^ voluntary expense limitation)(1)(3) 0.00%
^ Total Fund Operating Expenses
(after absorbed expenses)(1)(4) 1.00%

(1) Certain Fund expenses are being voluntarily absorbed by INVESCO Funds
Group, Inc. ("IFG") to ensure that the Fund's annualized 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. Ratio reflects
total expenses less absorbed expenses by IFG, before any expense offset
arrangement. In the absence of such voluntary expense limitation, the Fund's
"Other Expenses" and "Total Fund Operating Expenses" would have been 0.64% and
1.24%, respectively, based on the Fund's actual expenses for the fiscal year
ended August 31, 1996.

(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 ^ independent accountants, 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.

(4) It should be noted that the Fund's actual total operating expenses
were lower than the figures shown because the Fund's custodian fees and pricing
expenses were reduced under an expense offset arrangement. However, as a result
of an SEC requirement for mutual funds to state their total operating expenses
without crediting any such expense offset arrangement, the figures shown above
DO NOT reflect these reductions. In comparing expenses for different years,

<PAGE>

please note that the ratios of Expenses to Average Net Assets shown under
"Financial Highlights" DO reflect reductions for periods prior to the fiscal
year ended August 31, 1996. See "The Trust And Its Management."

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
------ ------- ------- --------
$12 ^ $37 $64 $140

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.

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
^ Ended
Year Ended ^ August 31 August 31 Year Ended December 31
^-------------------------- --------- ------------------------------------------------------
1996 1995 1994 1993 > 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

^
PER SHARE DATA
Net Asset Value -
Beginning of Period $12.64 $12.16 $13.25 $12.68 $12.89 $12.13 $12.07 $11.90 $12.19 $12.88 ^
-------------------------- --------- ------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.73 0.73 0.70 0.48 0.90 0.89 1.00 1.03 0.81 0.66 ^
Net Gains or (Losses) on
Securities (Both Realized
and Unrealized) (0.34) 0.48 (0.75) 0.57 (0.16) 0.77 0.05 0.17 (0.28) (0.52) ^
-------------------------- --------- ------------------------------------------------------
Total from Investment
Operations 0.39 1.21 (0.05) 1.05 0.74 1.66 1.05 1.20 0.53 0.14 ^
-------------------------- --------- ------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.73 0.73 0.70 0.48 0.90 0.90 0.99 1.03 0.82 0.83 ^
Distributions from
Capital Gains 0.00 0.00 0.34 0.00 0.05 0.00 0.00 0.00 0.00 0.00
^-------------------------- --------- ------------------------------------------------------
Total Distributions 0.73 0.73 1.04 0.48 0.95 0.90 0.99 1.03 0.82 0.83 ^
-------------------------- --------- ------------------------------------------------------
Net Asset Value -
End of Period $12.30 $12.64 $12.16 $13.25 $12.68 $12.89 $12.13 $12.07 $11.90 $12.19 ^
========================== ========= ======================================================^

TOTAL RETURN 3.12% 10.36% (0.37%) 8.38%* 6.03% 14.16% 9.08% 10.52% 5.48% 1.20% ^

<PAGE>

RATIOS
Net Assets - End of Period
($000 Omitted) $39,949 $37,339 $31,861 $39,384 $29,649 $24,385 $18,380 $19,805 $18,042 $15,049 ^
Ratio of Expenses to Average
Net Assets# 1.15%@ 1.20% 1.07% 0.96%~ 0.97% 0.93% 0.85% 0.85% 0.85% 0.94% ^
Ratio of Net Investment Income
to Average Net Assets# 5.81% 6.04% 5.58% 5.48%~ 6.38% 7.28% 8.16% 8.45% 7.92% 7.31% ^
Portfolio Turnover Rate 63% 92% 49% 34%* 93% 51% 31% 52% 6% 28% ^
</TABLE>

> From January 1, 1993 to August 31^, 1993, the Fund's current fiscal year-end.^

+ Distributions in excess of net investment income for the year ended August 31,
1994, aggregated less than $0.01 on a per share basis.

* 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 IFG for the years
ended August 31, 1996 and December 31, 1990, 1989, 1988^ and 1987 ^. If such
expenses had not been voluntarily absorbed, ratio of expenses to average net
assets would have been 1.24%, 0.96%, 1.00%, 1.08%^ and 1.30% ^, respectively,
and ratio of net investment income to average net assets would have been 5.72%,
8.05%, 8.30%, 7.69%^ and 6.95%, respectively.

@ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

PERFORMANCE DATA

From time to time, the Fund ^ advertises its total return performance. ^
These figures are based upon historical ^ investment results and are not
intended to indicate future performance. ^ Total return is computed by
calculating the percentage change in value of an investment ^, assuming
reinvestment of all income dividends and capital gain distributions, to the end
of a specified period. ^ Cumulative total return reflects actual performance
over a stated period of time. Average annual total return is a hypothetical rate
of return that, if achieved annually, would have produced the same cumulative
total return if performance had been constant over the entire period. Thus, a
given report of total return performance should not be considered as
representative of future performance. The Fund charges no sales load, redemption
fee or exchange fee which would affect total return computations.

^ The yield of the Fund is calculated by utilizing the Fund's calculated
income, expenses and average outstanding shares for the most recent 30-day or
one-month period, dividing it by the month-end net asset value and annualizing
the resulting number. Unlike "total return" quotations, quotations of "yield" do
not include the effect of capital changes. The Fund charges no sales load,
redemption fee^ or exchange fee. Accordingly, both purchase price and redemption
price equal net asset value per share, and no adjustments are made in either
yield or total return performance calculations to reflect nonrecurring charges.

In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparative data between the Fund's performance or yield
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 Ratings Services, a division of McGraw-Hill
Companies, Inc., 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

<PAGE>

from the "Intermediate U.S. Government 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 ^ series of the Trust's
shares. This ^ prospectus relates to INVESCO Intermediate Government Bond Fund;
separate ^ prospectuses for INVESCO Value Equity 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. 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.

The Fund invests primarily in obligations of the U.S. government and its
agencies and instrumentalities maturing in three to five years. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in
government obligations consisting of direct obligations of the U.S. government
(U.S. Treasury Bills, Notes and Bonds), obligations guaranteed by the U.S.
government, such as Government National Mortgage Association obligations, and
obligations of U.S. government authorities, agencies and instrumentalities,
which are supported only by the assets of the issuer, such as Federal National
Mortgage Association, Federal Home Loan Bank, Federal Financing Bank and Federal
Farm Credit Bank. The remaining 35% of the Fund's total assets may be invested
under normal circumstances in corporate debt obligations which are rated by
Moody's Investors Service, Inc. ("Moody's") in its four highest ratings of
corporate obligations (Aaa, Aa, A and Baa) or by Standard & Poor's Ratings
Services, a division of McGraw-Hill Companies, Inc. ("S&P") in its four highest
ratings of corporate obligations (AAA, AA, A and BBB)^ or, if not rated, which
in the opinion of the Fund's investment adviser or sub-adviser (collectively,
"Fund Management") have investment characteristics similar to those described in
such ratings. A bond rating of Baa by Moody's indicates that the bond issue is
of "medium grade," neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present, but certain
protective elements may be lacking or may be characteristically unreliable over
any great length of time. Such bonds lack outstanding investment
characteristics^ and have speculative characteristics as well. A bond rating of
BBB by S&P indicates that the bond issue is in the lowest "investment grade"
security rating. Bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category, and they may have speculative
characteristics. (See Appendix A to the Statement of Additional Information for

<PAGE>

specific descriptions of these corporate bond rating ^ categories.) The
dollar weighted average maturity of the Fund's investments will normally be from
three to ten years. (See "Risk Factors" section of this ^ prospectus for an
analysis of the risks presented by this Fund's ability to enter into contracts
for the future delivery of fixed income securities commonly referred to as
"interest rate futures contracts"^ and its ability to use options to purchase or
sell interest rate futures contracts or debt securities and to write covered
call options and cash secured puts.)

Obligations of certain U.S. government agencies and instrumentalities may
not be supported by the full faith and credit of the United States. Some are
backed by the right of the issuer to borrow from the U.S. Treasury; others, such
as the Federal National Mortgage Association, by discretionary authority of the
U.S. government to purchase the agencies' obligations; while still others, such
as the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the Fund must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment^ and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments. The Fund will invest in
securities of such instrumentalities only when Fund Management is satisfied that
the credit risk with respect to any such instrumentality is minimal.

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 its
outstanding voting securities of the Fund, as defined in the Investment Company
Act of 1940 (the "1940 Act"). 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 Intermediate Government Bond 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.

Foreign Securities. The Fund may invest up to 25% of its
total assets in foreign securities, although it currently does not
intend to invest more than 5% of its total assets in foreign securities.

<PAGE>

Investments in securities of foreign companies and in foreign debt or
equity 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. As one way of managing exchange rate risk, the
Fund may enter into forward foreign currency exchange contracts (i.e.,
purchasing or selling foreign currencies at a future date). For additional
information regarding forward foreign currency exchange 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 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 Trust 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 the Fund's securities subject
to repurchase agreements exceed 20% of the total assets of the Fund.

<PAGE>

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 value
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 registrations.

Interest Rate Futures Contracts and Options. The Fund may enter into
interest rate futures contracts for hedging or other non-speculative purposes
within the meaning and intent of applicable rules of the Commodity Futures
Trading Commission ("CFTC"). Interest rate futures contracts are purchased or
sold to attempt to hedge against the effects of interest or exchange rate
changes on the Fund's current or intended investments in fixed income
securities. In the event that an anticipated decrease in the value of portfolio
securities occurs as a result of a general increase in interest rates, the
adverse effects of such changes may be offset, in whole or part, by gains on the
sale of interest rate futures contracts. Conversely, the increased cost of
portfolio securities to be acquired, caused by a general decline in interest
rates, may be offset, in whole or part, by gains on interest rate futures
contracts purchased by the Fund. The Fund will incur brokerage fees when it
purchases and sells interest rate futures contracts, and it will be required to
maintain margin deposits.

The Fund also may use options to buy or sell interest rate futures
contracts or debt securities. Such investment strategies will be used as a hedge
and not for speculation. The Fund will not enter into interest rate futures
contracts or options to buy and sell such contracts or debt securities if the
aggregate initial margin and premiums thereon would exceed 5% of the Fund's
total assets.

Put and call options on interest rate futures contracts may be traded by
the Fund in order to protect against declines in the values of portfolio
securities or against increases in the cost of securities to be acquired.
Purchases of options on interest rate futures contracts may present less dollar
risk in hedging the portfolio of the Fund than the purchase and sale of the
underlying interest rate futures contracts, ^ because the potential loss is
limited to the amount of the premium plus related transaction costs. The premium
paid for such a put or call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise or liquidation of the
option, and, unless the price of the underlying interest rate futures contract
changes sufficiently, the option may expire without value to the Fund. The

<PAGE>

writing of such covered options, however, does not present less risk than
the trading of interest rate futures contracts^ and will constitute only a
partial hedge, up to the amount of the premium received, and, if an option is
exercised, the Fund may suffer a loss on the transaction.

The Fund will purchase put or call options on debt securities in
anticipation of changes in interest rates or other factors which may adversely
affect the value of its portfolio or the prices of debt securities which the
Fund anticipates purchasing at a later date. The Fund may be able to offset such
adverse effects on its portfolio, in whole or in part, through the options
purchased. The premium paid for a put or call option plus any transaction costs
will reduce the benefit, if any, realized by the Fund upon exercise or
liquidation of the option, and, unless the price of the underlying security
changes sufficiently, the option may expire without value to the Fund.

The Fund may, from time to time, also sell ("write") covered call options
or cash secured puts in order to attempt to increase the yield on its portfolio
or to protect against declines in the value of its portfolio securities. Such
covered call options and cash secured puts will not exceed 25% of the Fund's
total assets. By writing a covered call option, the Fund, in return for the
premium income realized from the sale of the option, gives up the opportunity to
profit from a price increase in the underlying security above the option
exercise price, where the price increase occurs while the option is in effect.
In addition, the Fund's ability to sell the underlying security will be limited
while the option is in effect. By writing a cash secured put, the Fund, which
receives the premium, has the obligation during the option period, upon
assignment of an exercise notice, to buy the underlying security at a specified
price. A put is secured by cash if the Fund maintains at all times cash,
Treasury bills or other high grade short-term obligations with a value equal to
the option exercise price in a segregated account with its custodian.

Although the Fund will enter into interest rate futures contracts and
options on debt securities and interest rate futures contracts solely for
hedging or other nonspeculative purposes, within the meaning and intent of
applicable rules of the CFTC, their use does involve certain risks. For example,
a lack of correlation between the value of an instrument underlying an option or
interest rate futures contract and the assets being hedged, or unexpected
adverse price movements, could render the Fund's hedging strategy unsuccessful
and could result in losses. In addition, there can be no assurance that a liquid
secondary market will exist for any contract purchased or sold, and the Fund may
be required to maintain a position until exercise or expiration, which could
result in losses. Further, forward contracts entail particular risks related to
conditions affecting the underlying currency. Forward contracts also involve
risks arising from the lack of an organized exchange trading environment.

<PAGE>

Transactions in futures contracts, forward contracts and options are subject to
other risks as well.

The risks related to transactions in options and futures to be entered
into by the Fund are set forth in greater detail in the Statement of Additional
Information, which should be reviewed in conjunction with the foregoing
discussion.

THE TRUST AND ITS MANAGEMENT

<PAGE>

anticipates that the key personnel responsible for providing services to
the Fund will remain unchanged.

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 with INVESCO dated as of February 20, 1989^.

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:

James O. Baker Portfolio manager of the Fund since 1993;
portfolio manager of the ^ INVESCO Advisor
Funds-Income Fund since 1993; portfolio manager of
INVESCO Capital Management, Inc. (1992 to

<PAGE>

present); portfolio manager, Willis Investment
Counsel (1990 to 1992); broker, Morgan Keegan
(1989 to 1990); broker, Drexel Burnham Lambert
(1985 to 1990); began investment career in 1977;
B.A., Mercer University; Chartered Financial
Analyst.

Ralph H. Jenkins, Jr. Assistant portfolio manager of the Fund
since 1993; co-portfolio manager of the
^ INVESCO Advisor Funds-Income Fund since
1989; vice president (1991 to present)
and portfolio manager (1988 to present)
of INVESCO Capital Management, Inc.;
began investment career in 1969; B.B.C.,
Auburn University; M.A., University of
Alabama; Chartered Financial Analyst;
Chartered Investment Counselor.

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:
0.60% on the first $500 million of the Fund's average net assets; 0.50% on the
next $500 million of the Fund's average net assets; and 0.40% on the average net
assets of the Fund in excess of $1 billion. For the fiscal year ended August 31,
^ 1996, the advisory fees paid to INVESCO Funds Group, Inc. amounted to 0.60% of
the average net assets of the Fund.

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 0.16% on the first $500 million of the Fund's average net assets; 0.13% on
the next $500 million of the Fund's average net assets; and 0.11% on 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 for the fiscal year ended August
31, 1996, including investment advisory fees (but excluding brokerage
commissions), ^ amounted to 1.15% of the Fund's average net assets. Certain Fund
expenses are being absorbed voluntarily by INVESCO 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 trustees.

<PAGE>

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 applicable Fund.

Fund Management places 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. The Trust may place orders for
portfolio transactions with qualified broker-dealers that recommend the various
funds of the Trust to clients, or act as agent in the purchase of fund shares
for clients, if Fund Management believes that the quality of the execution of
the transaction and level of commission are comparable to those available from
other qualified brokerage firms.

HOW SHARES CAN BE PURCHASED

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.

<PAGE>

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 ^ Trust," may
open an account without making any initial investment if they agree to make
regular, minimum purchases of at least $50; (2) those shareholders investing in
an Individual Retirement Account ("IRA"), or through omnibus accounts where
individual shareholder recordkeeping and sub-accounting are not required, may
make initial minimum purchases of $250; (3) Fund Management may permit a lesser
amount to be invested in the Fund under a federal income tax-deferred retirement
plan (other than an IRA), or under a group investment plan qualifying as a
sophisticated investor; 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 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.

<PAGE>

may be prohibited or restricted from making future purchases in any of the
INVESCO funds.

Your order to purchase Fund shares will not begin earning dividends or
other distributions until your payment can be converted into available federal
funds under regular banking procedures or, if you are acquiring shares in an
exchange from another INVESCO fund, the Fund receives the proceeds of the
exchange. Checks normally are converted into federal funds (moneys held on
deposit within the Federal Reserve System) within two or three business days
after they have been received by INVESCO, although this period may be longer for
checks drawn on banks that are not members of the Federal Reserve System.

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
(usually 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 at the time of purchase
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.

<PAGE>

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 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.

<PAGE>

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.

An exchange involves the 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.

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

<PAGE>

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. Except for those limited instances where redemptions of the exchanged
security are suspended under Section 22(e) of the 1940 Act, 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.

<PAGE>

HOW TO REDEEM SHARES

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.

<PAGE>

Payment 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 or emergency as defined by the Securities and Exchange
Commission exists. If the shares to be redeemed were purchased by check and that
check has not yet cleared, payment will be made promptly upon clearance of the
purchase check (which may take up to 15 days).

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-deferred 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 Fund 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 Fund 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

<PAGE>

Application^ or 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 initiated 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 its
established procedures, the Fund may be liable.

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Unless shareholders are exempt from income taxes, they must include all
dividends and capital gain distributions in taxable income for federal, state^
and local income tax purposes. Dividends and other distributions are taxable
whether they are received in cash or automatically invested in shares of the
Fund or another fund in the INVESCO group.

Dividends and Capital Gain Distributions. The Fund earns ordinary or net
investment income in the form of dividends and interest on its investments. The
Fund's policy is to distribute substantially all of this income, less Fund
expenses, to shareholders. Dividends are declared daily and paid monthly, at the
discretion of the Trust's board of trustees.

In addition, the Fund realizes capital gains and losses when
it sells securities for more or less than it paid. If total gains
on sales exceed total losses (including losses carried forward from
previous years), the Fund has a net realized capital gain. Net realized capital

<PAGE>

gains, if any, are distributed to shareholders at least annually, usually
in December.

Shareholders also may realize capital gains or losses when they sell Fund
shares at more or less than the price originally paid.

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 and a corresponding fractional vote
for each fractional 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 fund 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, and the Trust
will assist shareholders in communicating with other shareholders as required by

<PAGE>

the 1940 Act. 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 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 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.

<PAGE>

INVESCO VALUE TRUST

PROSPECTUS
^ January 1, 1997

INVESCO Intermediate Government Bond
Fund

To receive general information and prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information or responses
to other questions, 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

You can find us on the World Wide Web:

http://www.invesco.com

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

<PAGE>

PROSPECTUS
^ January 1, 1997

INVESCO VALUE TRUST

INVESCO Total Return Fund

INVESCO Total Return Fund (the "Fund") seeks to achieve a high total
return on investment through capital appreciation and current income by
investing in a combination of equity securities (consisting of common stocks
and, to a lesser degree, securities convertible into common stock) and fixed
income securities. The equity securities purchased by the Fund generally will be
issued by companies which are listed on a national securities exchange and which
usually pay regular dividends. This Fund seeks reasonably consistent total
returns over a variety of market cycles.

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 Total Return Fund.
Separate ^ prospectuses are available upon request from INVESCO Funds Group,
Inc. for the Trust's other two funds, INVESCO Value Equity Fund and INVESCO
Intermediate Government Bond Fund. Investors may purchase shares of any or all
funds. Additional funds may be offered in the future.

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.
----------

<PAGE>

TABLE OF CONTENTS
Page
----

ANNUAL FUND EXPENSES 57

FINANCIAL HIGHLIGHTS 59

PERFORMANCE DATA 61

INVESTMENT OBJECTIVE AND POLICIES 61

RISK FACTORS 64

THE TRUST AND ITS MANAGEMENT 68

HOW SHARES CAN BE PURCHASED 71

SERVICES PROVIDED BY THE TRUST 73

HOW TO REDEEM SHARES 76

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS 78

ADDITIONAL INFORMATION 80

<PAGE>

ANNUAL FUND EXPENSES

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 ^ 0.71%
12b-1 Fees None
Other Expenses ^ 0.18%
Transfer Agency Fee(1) ^ 0.11%
General Services, Administrative
Services, Registration, Postage(2) 0.07%
Total ^ Fund Operating Expenses ^(3) 0.89%

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

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:

<PAGE>

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
^ $9 $29 $49 $110

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 Total Return 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)

Period
Period Ended
^ Ended December
Year Ended August 31 August 31 Year Ended December 31 31
---------------------------- --------- -------------------------------------------- --------
1996 1995 1994 1993 > 1992 1991 1990 1989 1988 1987^

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
^
PER SHARE DATA
Net Asset Value -
Beginning of Period $20.95 $18.54 $18.27 $17.18 $16.43 $14.21 $15.08 $13.46 $12.56 $12.50
---------------------------- -------- -----------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.73 0.72 0.69 0.40 0.66 0.71 0.74 0.79 0.39 0.22
Net Gains or (Losses) on
Securities ^(Both Realized
and Unrealized) 1.78 2.46 0.60 1.09 0.93 2.78 (0.80) 1.74 0.93 0.00
---------------------------- -------- -----------------------------------------------------
Total from Investment
Operations 2.51 3.18 1.29 1.49 1.59 3.49 (0.06) 2.53 1.32 0.22
---------------------------- -------- -----------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.73 0.72 0.60 0.40 0.65 0.72 0.75 0.78 0.40 0.16
In Excess of Net Investment
Income+ 0.00 0.00 0.09 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from Capital
Gains 0.13 0.05 0.17 0.00 0.19 0.55 0.06 0.13 0.02 0.00
In Excess of Capital Gains 0.00 0.00 0.16 0.00 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------- -------- -----------------------------------------------------

<PAGE>

Total Distributions 0.86 0.77 1.02 0.40 0.84 1.27 0.81 0.91 0.42 0.16
---------------------------- -------- -----------------------------------------------------
Net Asset Value -
End of Period $22.60 $20.95 $18.54 $18.27 $17.18 $16.43 $14.21 $15.08 $13.46 $12.56

^ TOTAL RETURN 12.06% 17.54% 7.22% 8.72%* 9.84% 24.96% (0.35%) 19.13% 11.53% 1.72%*

RATIOS
Net Assets - End of Period
($000 Omitted) $1,032,151 $563,468 $292,765 $220,224 $137,196 $82,219 $54,874 $44,957 $28,432 $219
Ratio of Expenses to
Average Net Assets# 0.89%@ 0.95% 0.96% 0.93%~ 0.88% 0.92% 1.00% 1.00% 1.00% 0.81%~
Ratio of Net Investment Income
to Average Net Assets# 3.44% 3.97% 3.31% 3.51%~ 4.06% 4.62% 5.22% 5.46% 5.56% 6.44%~
Portfolio Turnover Rate 10% 30% 12% 19%* 13% 49% 24% 28% 13% 0%*
Average Comission Rate Paid^^ $0.0539 - - - - - - - - -
</TABLE>

> From January 1, 1993 to August 31^, 1993, the Fund's current fiscal year-end^.

^ From September 22, 1987, commencement of operations, to December 31, 1987.

+ Distributions in excess of net investment income for the year ended August ^
31, 1995 aggregated less than $0.01 on a per share basis.

* ^ 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 IFG for the years
ended December 31, 1989, 1988 and the period ended December 31, 1987. If such
expenses had not been voluntarily absorbed, ratio of expenses to average net
assets would have been 1.05%, 1.21% and 2.00%, respectively, and ratio of net
investment income to average net assets would have been 5.41%, 5.35% and 5.25%,
respectively.

^@ Ratio is based on Total Expenses of the Fund, which is before any expense
offset arrangements.

~ Annualized

^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.

<PAGE>

PERFORMANCE DATA

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 Ratings Services, a division of McGraw-Hill
Companies, Inc., 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 "Flexible Portfolio 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 Total Return Fund; separate ^ prospectuses
for INVESCO Value Equity Fund and INVESCO Intermediate Government Bond Fund are
available. The investment objective of the Fund is to seek a high total return
on investment through capital appreciation and current income. Funds having an
investment objective of seeking a high total return may be limited in their

<PAGE>

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.

The Fund intends to accomplish its objectives by investing in a
combination of equity securities and fixed income securities. The equity
securities to be acquired by the Fund will consist of common stocks and, to a
lesser extent, securities convertible into common stocks. 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. 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 investment adviser and sub-adviser (collectively, "Fund Management")
generally apply an investment discipline which seeks to achieve a yield higher
than the overall equity market. Therefore, ^ because 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.

The income securities to be acquired by the Fund primarily will include
obligations of the U.S. government and its agencies. These U.S. government
obligations consist of direct obligations of the U.S. government (U.S. Treasury
Bills, Notes and Bonds), obligations guaranteed by the U.S. government, such as
Government National Mortgage Association obligations, and obligations of U.S.
government authorities, agencies and instrumentalities, which are supported only
by the assets of the issuer, such as the Federal National Mortgage Association,
Federal Home Loan Bank, Federal Financing Bank and Federal Farm Credit Bank. The
Fund also may invest in corporate debt obligations which are rated by Moody's
Investors Service, Inc. ("Moody's") in its four highest ratings of corporate
obligations (Aaa, Aa, A and Baa) or by Standard & Poor's ("S&P") in its four
highest ratings of corporate obligations (AAA, AA, A and BBB)^ or, if not rated,
which in Fund Management's opinion have investment characteristics similar to
those described in such ratings. A bond rating of Baa by Moody's indicates that
the bond issue is of "medium grade," neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics^ and have speculative characteristics as
well. A bond rating of BBB by S&P indicates that the bond issue is in the lowest
"investment grade" security rating. Bonds rated BBB are regarded as having an
adequate capacity to pay principal and interest. Whereas they normally exhibit

<PAGE>

adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay principal
and interest for bonds in this category than for bonds in the A category, and
they may have speculative characteristics. (See Appendix A to the Statement of
Additional Information for specific descriptions of these corporate bond rating
^ categories.) Although there is no limitation on the maturity of the Fund's
investment in income securities, the dollar weighted average maturity of such
investments normally will be from 3 to 15 years.

Obligations of certain U.S. government agencies and instrumentalities may
not be supported by the full faith and credit of the United States. Some are
backed by the right of the issuer to borrow from the U.S. Treasury; others, such
as the Federal National Mortgage Association, by discretionary authority of the
U.S. government to purchase the agencies' obligations; while still others, such
as the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the Fund must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments. The Fund will invest in
securities of such instrumentalities only when Fund Management is satisfied that
the credit risk with respect to any such instrumentality is minimal.

Typically, the Fund will maintain a minimum investment in equities of 30%
of total assets, and a 30% minimum will be invested in fixed and variable income
securities. The remaining 40% of the portfolio will vary in asset allocation
according to Fund Management's assessment of business, economic^ and market
conditions. The analytical process associated with making allocation decisions
is based upon a combination of demonstrated historic financial results, current
prices for stocks^ and the current yield to maturity available in the market for
bonds. The premium return available from one category relative to the other
determines the actual asset deployment. Fund Management's asset allocation
process is systematic and is based on current information rather than forecasted
change. The Fund seeks reasonably consistent returns over a variety of market
cycles. (See "Risk Factors" section of this ^ prospectus for an analysis of the
risks presented by this Fund's ability to enter into contracts for the future
delivery of fixed income securities commonly referred to as "interest rate
futures contracts," and its ability to use options to purchase or sell interest
rate futures contracts or debt securities and to write covered call options and
cash secured puts.)

<PAGE>

outstanding voting securities of the Fund, as defined in the 1940 Act. 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 Total Return 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.

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.

<PAGE>

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 securities, 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 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 value 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

<PAGE>

Fund might have to bear the expense and incur the delays associated with
effecting registrations.

Interest Rate Futures Contracts and Options. The Fund may enter into
interest rate futures contracts for hedging or other ^ nonspeculative purposes
within the meaning and intent of applicable rules of the Commodity Futures
Trading Commission ("CFTC"). Interest rate futures contracts are purchased or
sold to attempt to hedge against the effects of interest or exchange rate
changes on the Fund's current or intended investments in fixed income
securities. In the event that an anticipated decrease in the value of portfolio
securities occurs as a result of a general increase in interest rates, the
adverse effects of such changes may be offset, in whole or part, by gains on the
sale of interest rate futures contracts. Conversely, the increased cost of
portfolio securities to be acquired, caused by a general decline in interest
rates, may be offset, in whole or part, by gains on interest rate futures
contracts purchased by the Fund. The Fund will incur brokerage fees when it
purchases and sells interest rate futures contracts, and it will be required to
maintain margin deposits.

The Fund also may use options to buy or sell interest rate futures
contracts or debt securities. Such investment strategies will be used as a hedge
and not for speculation.

<PAGE>

liquidation of the option, and, unless the price of the underlying security
changes sufficiently, the option may expire without value to the Fund.

<PAGE>

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.

THE TRUST AND ITS MANAGEMENT

<PAGE>

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 with INVESCO dated as of February 20,
1989^.

INVESCO is an indirect, wholly-owned subsidiary of INVESCO PLC. INVESCO
PLC is a financial holding company that, through its subsidiaries, engages in
the business of investment management on an international basis. INVESCO was
established in 1932 and, as of August 31, ^ 1996, managed 14 mutual funds,
consisting of ^ 39 separate portfolios with combined assets of approximately ^
$12.8 billion on behalf of over ^ 827,000 shareholders.

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:

Edward C. Mitchell, Jr., C.F.A. Portfolio manager of the Fund
since 1987; portfolio manager
of the ^ INVESCO Advisor Funds-
Flex Fund since 1988; president
(1992 to present), vice
president (1979 to 1991) and
director (1979 to present) of
INVESCO Capital Management,
Inc.; began investment career
in 1969; B.A., University of
Virginia; M.B.A., University of
Colorado; Chartered Financial
Analyst; Chartered Investment
Counselor.

David S. Griffin Assistant portfolio manager of the
Fund since 1993; co- portfolio
manager of the ^ INVESCO Advisor
Funds-Flex Fund since 1993; portfolio
manager for INVESCO Capital

<PAGE>

Management, Inc. (1991 to present);
mutual fund sales representative,
INVESCO Services, Inc. (1986 to 1991);
began investment career in 1982; B.A.,
Ohio Wesleyan University; M.B.A.,
William and Mary; Chartered Financial
Analyst.

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% on 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, ^ 1996, the advisory fees paid to
INVESCO Funds Group, Inc. amounted to ^ 0.71% of the average net assets of the
Fund.

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% on the first $500 million of the Fund's average net assets; 0.17% on
the next $500 million of the Fund's average net assets; and 0.13% on the Fund's
average net assets in excess of $1 billion. No fee is paid by the Fund to ICM.

<PAGE>

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.

HOW SHARES CAN BE PURCHASED

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.

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) those shareholders investing in an
Individual Retirement Account ("IRA"), or through omnibus accounts where
individual shareholder recordkeeping and sub-accounting are not required, may
make initial minimum purchases of $250; (3) Fund Management may permit a lesser
amount to be invested in the Fund under a federal income tax-deferred retirement
plan (other than an IRA), or under a group investment plan qualifying as a
sophisticated investor; 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

<PAGE>

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.

<PAGE>

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 at the time of purchase
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 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.

<PAGE>

An exchange involves the 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.

<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. 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. (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. 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.

<PAGE>

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.

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-deferred 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 Fund 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 Fund 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

<PAGE>

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^ or 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 confirmations of transactions initiated 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.

TAXES, DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

<PAGE>

expenses, to shareholders on a quarterly basis, at the end of November,
February, May and August, at the discretion of the Trust's board of trustees.

Shareholders also may realize capital gains or losses when they sell Fund
shares at more or less than the price originally paid.

<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 and a corresponding fractional vote
for each fractional 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 fund 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
1940 Act. 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.

<PAGE>

INVESCO VALUE TRUST

PROSPECTUS
^ January 1, 1997

INVESCO Total Return Fund

To receive general information and prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information or responses
to other questions, 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

You can find us on the World Wide Web:

http://www.invesco.com

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

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
^ January 1, 1997

INVESCO VALUE TRUST

Address: Mailing Address:

7800 E. Union Avenue Post Office Box 173706
Denver, Colorado 80237 Denver, Colorado 80217-3706

Telephone:
In continental U.S., 1-800/525-8085

INVESCO VALUE TRUST (the "Trust"), is an open-end management investment
company organized in series form in which all of the Funds seek to provide
investors with a high total return on investment through capital appreciation
and current income. Each of the Trust's three individual funds (collectively,
the "Funds") has separate investment policies. Investors may purchase shares of
any or all Funds. The following Funds are available:

INVESCO VALUE EQUITY Fund
INVESCO INTERMEDIATE GOVERNMENT BOND Fund
INVESCO TOTAL RETURN Fund

Additional Funds may be offered in the future.

Prospectuses for the Funds dated ^ January 1, 1997, which provide the
basic information you should know before investing in a Fund, may be obtained
without charge from INVESCO Funds Group, Inc., Post Office Box 173706, Denver,
Colorado 80217-3706. This Statement of Additional Information is not a
Prospectus^ but contains information in addition to and more detailed than that
set forth in each Prospectus. It is intended to provide additional information
regarding the activities and operations of the Trust and should be read in
conjunction with the Prospectus.

Investment Adviser and Distributor: INVESCO Funds Group, Inc.

<PAGE>

TABLE OF CONTENTS
Page
----

INVESTMENT POLICIES AND RESTRICTIONS 84

THE TRUST AND ITS MANAGEMENT 91

HOW SHARES CAN BE PURCHASED 102

HOW SHARES ARE VALUED 102

TRUST PERFORMANCE 103

SERVICES PROVIDED BY THE TRUST 106

TAX-DEFERRED RETIREMENT PLANS 107

HOW TO REDEEM SHARES 107

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS^ AND TAXES 108

INVESTMENT PRACTICES 110

ADDITIONAL INFORMATION 113

APPENDIX A 117

APPENDIX B 119

<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

Reference is made to the section entitled "Investment Objectives ^ And
Policies" in the Prospectuses for a discussion of the investment objectives and
policies of the Funds. In addition, set forth below is further information
relating to the INVESCO Value Equity, Intermediate Government Bond^ and Total
Return Funds.

Loans of Portfolio Securities. As described in the section entitled "Risk
Factors" in the Prospectuses, all of the Funds may lend their portfolio
securities to brokers, dealers, and other financial institutions, provided that
such loans are callable at any time by the Funds and are at all times secured by
collateral held by the Funds' custodian consisting of cash or securities issued
or guaranteed by the United States Government or its agencies, or any
combination thereof, equal to at least the market value, determined daily, of
the loaned securities. The advantage of such loans is that such a Fund continues
to earn income on the loaned securities, while at the same time receiving
interest from the borrower of the securities. Loans will be made only to firms
deemed by the adviser or sub-adviser (collectively, "Fund Management"), under
procedures established by the Trust's Board of Trustees, to be creditworthy and
when the amount of interest to be received justifies the inherent risks. A loan
may be terminated by the borrower on one business day's notice, or by such Fund
at any time. If at any time the borrower fails to maintain the required amount
of collateral (at least 100% of the market value of the borrowed securities),
the Fund will require the deposit of additional collateral not later than the
business day following the day on which a collateral deficiency occurs or the
collateral appears inadequate. If the deficiency is not remedied by the end of
that period, such Fund will use the collateral to replace the securities while
holding the borrower liable for any excess of replacement cost over collateral.
Upon termination of the loan, the borrower is required to return the securities
to such Fund. Any gain or loss during the loan period would inure to such Fund.

Interest Rate Futures and Options on Interest Rate Futures and Debt
Securities. As discussed in the section entitled "Risk Factors" in the
Prospectuses of the INVESCO Intermediate Government Bond and INVESCO Total
Return Fund, these Funds may enter into interest rate futures contracts, and
purchase and sell ("write") options to buy or sell interest rate futures
contracts and other debt securities. These Funds will comply with and adhere to
all limitations in the manner and extent to which they effect transactions in
futures and options on such futures currently imposed by the rules and policy
guidelines of the Commodity Futures Trading Commission as conditions for
exemption of a mutual fund, or investment advisers thereto, from registration as
a commodity pool operator. Under those restrictions, these Funds will not, as to
any positions, whether long, short or a combination thereof, enter into futures
and options thereon for which the aggregate initial margins and premiums exceed
5% of the fair market value of a Fund's total assets after taking into account
unrealized profits and losses on options it has entered into. In the case of an

<PAGE>

option that is "in-the-money" (as defined in the Commodity Exchange Act
(the "CEA")), the in-the-money amount may be excluded in computing such 5%. (In
general a call option on a future is "in-the-money" if the value of the future
exceeds the exercise ("strike") price of the call; a put option on a future is
"in-the-money" if the value of the future which is subject of the put is
exceeded by the strike price of the put.) These Funds may use futures and
options thereon solely for bona fide hedging or for other non-speculative
purposes within the meaning and intent of the applicable provisions of the CEA.
As to long positions which are used as part of these Funds' portfolio strategies
and are incidental to their activities in the underlying cash market, the
"underlying commodity value" of the Funds' futures and options thereon must not
exceed the sum of (i) cash set aside in an identifiable manner, or short-term
U.S. debt obligations or other dollar-denominated high-quality, short-term money
instruments so set aside, plus sums deposited on margin; (ii) cash proceeds from
existing investments due in 30 days; and (iii) accrued profits held at the
futures commission merchant. The "underlying commodity value" of a future is
computed by multiplying the size of the future by the daily settlement price of
the future. For an option on a future, that value is the underlying commodity
value of the future underlying the option.

Unlike when these Funds purchase or sell a security, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Instead, the
Funds will be required to deposit in their segregated asset account an amount of
cash or qualifying securities (currently U.S. Treasury bills), currently in a
minimum amount of $15,000. This is called "initial margin." Such initial margin
is in the nature of a performance bond or good faith deposit on the contract.
However, since losses on open contracts are required to be reflected in cash in
the form of variation margin payments, the Funds may be required to make
additional payments during the term of the contracts to their broker. Such
payments would be required, for example, where, during the term of an interest
rate futures contract purchased by one of the Funds, there was a general
increase in interest rates, thereby making that Fund's portfolio securities less
valuable. In all instances involving the purchase of financial futures contracts
by these Funds, an amount of cash together with such other securities as
permitted by applicable regulatory authorities to be utilized for such purpose,
at least equal to the market value of the futures contracts, will be deposited
in a segregated account with the Funds' custodian to collateralize the position.
At any time prior to the expiration of a futures contract, the Funds may elect
to close their position by taking an opposite position which will operate to
terminate the Funds' position in the futures contract. For a more complete
discussion of the risks involved in interest rate futures and options on
interest rate futures and other debt securities, refer to Appendix B
("Description of Futures and Options Contracts").

<PAGE>

Where futures are purchased to hedge against a possible increase in the
price of a security before the Funds are able in an orderly fashion to invest in
the security, it is possible that the market may decline instead. If the Funds,
as a result, concluded not to make the planned investment at that time because
of concern as to possible further market decline or for other reasons, the Funds
would realize a loss on the futures contract that is not offset by a reduction
in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation
or no correlation at all between movements in the interest rate future and the
portion of the portfolio being hedged, the price of interest rate futures may
not correlate perfectly with movements in the interest rates due to certain
market distortions. All participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between interest rates
and the value of a future. Moreover, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market and
may therefore cause increased participation by speculators in the futures
market. Such increased participation also may cause temporary price distortions.
Due to the possibility of price distortion in the futures market and because of
the imperfect correlation between movements in interest rates and movements in
the prices of interest rate futures, the value of interest rate futures
contracts as a hedging device may be reduced.

In addition, if these Funds have insufficient available cash, they may at
times have to sell securities to meet variation margin requirements. Such sales
may have to be effected at a time when it may be disadvantageous to do so.

Forward Foreign Currency Contracts. The Funds may enter into forward
currency contracts to purchase or sell foreign currencies (i.e., non-U.S.
currencies) as a hedge against possible variations in foreign exchange rates. A
forward foreign currency exchange contract is an agreement between the
contracting parties to exchange an amount of currency at some future time at an
agreed upon rate. The rate can be higher or lower than the spot rate between the
currencies that are the subject of the contract. A forward contract generally
has no deposit requirement, and such transactions do not involve commissions. By
entering into a forward contract for the purchase or sale of the amount of
foreign currency invested in a foreign security transaction, a Fund can hedge
against possible variations in the value of the dollar versus the subject
currency either between the date the foreign security is purchased or sold and
the date on which payment is made or received or during the time the Fund holds
the foreign security. 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.

<PAGE>

Furthermore, such hedging transactions preclude the opportunity for gain if
the value of the hedged currency should rise. The Funds will not speculate in
forward currency contracts. The Funds will not attempt to hedge all of their
non-U.S. portfolio positions and will enter into such transactions only to the
extent, if any, deemed appropriate by their investment adviser. The Funds will
not enter into forward contracts for a term of more than one year. 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 in the Prospectus.

Real Estate Investment Trusts. Although they are not permitted to invest
in real estate directly, the Funds may invest in real estate investment trusts
("REITs"). A REIT is a trust which sells shares to investors and uses the
proceeds to invest in real estate or interests in real estate.

Investment Restrictions. As described in each Fund's Prospectus, the Trust
and each of the Funds are subject to certain investment restrictions. These
restrictions are fundamental and may not be changed with respect to a particular
Fund without the prior approval of the holders of a majority, as defined in the
Investment Company Act of 1940 (the "1940 Act"), of the outstanding voting
securities of that Fund. For purposes of the following limitations, all
percentage limitations apply immediately after a purchase or initial investment.
Any subsequent change in a particular percentage resulting from fluctuations in
value does not require elimination of any security from the Fund.

Under these restrictions, neither the Trust nor any Fund will:

(1) Other than investments by the Funds, including the
INVESCO Intermediate Government Bond Fund, in obligations
issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, invest in the securities of issuers
conducting their principal business activities in the
same industry (investments in obligations issued by a
foreign government, including the agencies or
instrumentalities of a foreign government, are considered
to be investments in a single industry), if immediately
after such investment the value of a Fund's investments
in such industry would exceed 25% of the value of such
Fund's total assets;

(2) Invest in the securities of any one issuer, other than the United
States Government, if immediately after such investment more than 5%
of the value of a Fund's total assets, taken at market value, would
be invested in such issuer or more than 10% of such issuer's
outstanding voting securities would be owned by such Fund.

(3) Underwrite securities of other issuers, except insofar as
it may technically be deemed an "underwriter" under the Securities

<PAGE>

Act of 1933, as amended, in connection with the disposition of a
Fund's portfolio securities.

(4) Invest in companies for the purpose of exercising control
or management.

(5) Issue any class of senior securities or borrow money, except
borrowings from banks for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 33 1/3% of the
value of a Fund's total assets at the time the borrowing is made.

(6) Mortgage, pledge, hypothecate or in any manner transfer as security
for indebtedness any securities owned or held except to an extent
not greater than 5% of the value of a Fund's total assets.

(7) Make short sales of securities or maintain a short
position. The INVESCO Intermediate Government Bond and
Total Return Funds, however, may write covered call
options and cash secured puts. See the section entitled
"Risk Factors" in the Prospectus, and the section
entitled "Investment Policies and Restrictions" in the
Statement of Additional Information.

(8) Purchase securities on margin, except that a Fund may obtain such
short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities.

(9) Purchase or sell real estate or interests in real estate. A Fund may
invest in securities secured by real estate or interests therein or
issued by companies, including real estate investment trusts, which
invest in real estate or interests therein.

(10) Purchase or sell commodities or commodity contracts. The
INVESCO Intermediate Government Bond and Total Return
Funds, however, may enter into interest rate futures
contracts if immediately after such a commitment the sum
of the then aggregate futures market prices of financial
instruments required to be delivered under open futures
contract sales and the aggregate purchase prices under
futures contract purchases would not exceed 30% of the
INVESCO Intermediate Government Bond Fund's and the
INVESCO Total Return Fund's total assets.

(11) Make loans to other persons, provided that a Fund may
purchase debt obligations consistent with its investment
objectives and policies and the INVESCO Value Equity,
Intermediate Government Bond, and Total Return Funds may
lend limited amounts (not to exceed 10% of their total
assets) of their portfolio securities to broker-dealers
or other institutional investors.

<PAGE>

(12) Purchase securities of other investment companies except
(i) in connection with a merger, consolidation,
acquisition or reorganization, or (ii) by purchase in the
open market of securities of other investment companies
involving only customary brokers' commissions and only if
immediately thereafter (i) no more than 3% of the voting
securities of any one investment company are owned by
such a Fund, (ii) no more than 5% of the value of the
total assets of such a Fund would be invested in any one
investment company, and (iii) no more than 10% of the
value of the total assets of such a Fund would be
invested in the securities of such investment companies.
The Trust may invest from time to time a portion of the
INVESCO Value Equity, Intermediate Government Bond, and
Total Return Funds' cash in investment companies to which
the Adviser serves as investment adviser; provided that
no management or distribution fee will be charged by the
Adviser with respect to any such assets so invested and
provided further that at no time will more than 3% of
such a Fund's assets be so invested. Should such a Fund
purchase securities of other investment companies,
shareholders may incur additional management and
distribution fees.

(13) Invest in securities for which there are legal or
contractual restrictions on resale, except that each of
the Funds may invest no more than 2% of the value of such
a Fund's total assets in such securities; or invest in
securities for which there is no readily available
market, except that each of the Funds may invest no more
than 5% of the value of such a Fund's total assets in
such securities.

In applying the industry concentration investment restriction (no. 1
above), the Funds use an industry classification system based on the O'Neil
Database published by William O'Neil & Co., Inc.

In applying restriction (13) above, each Fund also includes 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) among the
securities subject to the 5% of total assets limit.

Additional investment restrictions adopted by the Trust on behalf of the
Funds and which may be changed by the Trustees at their discretion provide that
the Trust, on behalf of each of the Funds, may not:

(1) Purchase or sell ("write") puts, calls, or combinations thereof.
However, the INVESCO Intermediate Government Bond and Total Return
Funds may use options to purchase or sell interest rate futures
contracts or debt securities and may write only covered call options

<PAGE>

and cash secured puts on these financial instruments, in accordance
with the requirements of Section 18 under the 1940 Act. Options on
interest rate futures contracts and investments in initial margins
will not exceed 5% of the applicable Fund's total assets. Covered
call options and cash secured puts will not exceed 25% of the
applicable Fund's total assets. For a detailed discussion on
interest rate futures contracts and options, see the section
entitled "Risk Factors" in the Prospectuses of these Funds, and the
section entitled "Investment Policies and Restrictions" in the
Statement of Additional Information.

(2) Purchase or sell interests in oil, gas or other mineral leases or
exploration or development programs. All of the Funds, however, may
purchase or sell securities issued by entities which invest in such
interests.

(3) Invest more than 5% of a Fund's total assets in securities of
companies having a record, together with predecessors, of less than
three years of continuous operation.

(4) Purchase or retain the securities of any issuer if any individual
officers and trustees/directors of the Trust, the Adviser, or any
subsidiary thereof owns individually more than 0.5% of the
securities of that issuer and all such officers and
trustees/directors together own more than 5% of the securities of
that issuer.

(5) Engage in arbitrage transactions.

Another restriction which may be changed by the Trustees, at their
discretion, is that, to the extent a Fund invests in warrants, such a Fund's
investment in warrants, valued at the lower of cost or market, may not exceed 5%
of the value of such Fund's net assets. Included within that amount, but not to
exceed 2% of the value of the INVESCO Value Equity, Intermediate Government
Bond^ and Total Return Funds' net assets may be warrants which are not listed on
the New York or American Stock Exchanges. Warrants acquired by such a Fund as
part of a unit or attached to securities may be deemed to be without value.

The Trust has also adopted the following additional investment
restriction, which may be changed by the Trustees, under which the INVESCO Value
Equity, Intermediate Government Bond, and Total Return Funds may not invest more
than 25% of the value of such a Fund's total assets in securities of foreign
issuers. Investing in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments.

<PAGE>

THE TRUST AND ITS MANAGEMENT

The Trust. The Trust was organized under the laws of Massachusetts on July
15, 1987 as "Financial Series Trust." On July 1, 1993, the Trust changed its
name to "INVESCO Value Trust." In addition, the names INVESCO Intermediate
Government Bond Fund, INVESCO Value Equity Fund and INVESCO Total Return Fund
were adopted as the names of the Intermediate Government Bond Fund, Equity Fund
and Flex Fund series of the Trust, respectively, effective July 1, 1993.

The Investment Adviser. INVESCO Funds Group, Inc., a Delaware corporation
("INVESCO"), is employed as the Trust's investment adviser. INVESCO was
established in 1932 and also serves as an investment adviser to 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.

The Sub-Adviser. INVESCO, as investment adviser, has contracted with
INVESCO Capital Management, Inc. ("ICM") to provide investment advisory and
research services to the Trust. ICM, the Trust's investment adviser from
inception of the Trust through 1990, has the primary responsibility for
providing portfolio investment management services to the Funds.

INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC, a
publicly-traded holding company organized in 1935. Through subsidiaries located
in London, Denver, Atlanta, Boston, Louisville, Dallas, Tokyo, Hong Kong^ and
the Channel Islands, INVESCO PLC provides investment services around the world.

INVESCO was acquired by INVESCO PLC in 1982 and, as of August 31, ^ 1996
managed 14 mutual funds, consisting of ^ 39 separate portfolios, on behalf of
over ^ 827,000 shareholders. INVESCO PLC's other North American subsidiaries
include the following:

--INVESCO Capital Management, Inc. of Atlanta, Georgia manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments, and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker/dealer whose primary business is the
distribution of shares of two registered investment companies.

--INVESCO Management & Research, Inc. (formerly Gardner and Preston Moss,
Inc.) of Boston, Massachusetts primarily manages pension and endowment accounts.

<PAGE>

--PRIMCO Capital Management, Inc. of Louisville, Kentucky specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.

--INVESCO Realty Advisors, Inc. of Dallas, Texas is responsible for
providing advisory services in the U.S. real estate markets for INVESCO PLC's
clients worldwide. Clients include corporate plans, public pension funds, and
endowment and foundation accounts.

The corporate headquarters of INVESCO PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.

As indicated in the Prospectuses, INVESCO and ICM permit investment and
other personnel to purchase and sell securities for their own accounts in
accordance with a compliance policy governing personal investing by directors,
officers and employees of INVESCO, ICM and their North American affiliates. The
policy requires officers, inside directors, investment and other personnel of
INVESCO, ICM and their North American affiliates to pre-clear all transactions
in securities not otherwise exempt under the policy. Requests for trading
authority will be denied when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the policy or would be deemed
to adversely affect any transaction then known to be under consideration for or
to have been effected on behalf of any client account, including the Funds.

In addition to the pre-clearance requirement described above, the policy
subjects officers, inside directors, investment and other personnel of INVESCO,
ICM and their North American affiliates to various trading restrictions and
reporting obligations. All reportable transactions are reviewed for compliance
with the policy. The provisions of this policy are adminstered by and subject to
exceptions authorized by INVESCO or ICM.

Investment Advisory Agreement. INVESCO serves as investment adviser
pursuant to an investment advisory agreement with the Trust (the "Agreement")
which was approved by the shareholders of each Fund on December 28, 1990, for an
initial term of two years. This agreement has been continued by action of the
board of trustees until April 30, ^ 1997.

The Agreement provides that INVESCO shall manage the investment portfolios
of the Trust in conformity with the Trust's investment policies (either directly
or by delegation to a sub-adviser, which may be a party affiliated with
INVESCO). Further, INVESCO shall perform 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 separate agreement between the Trust and INVESCO or any
affiliate thereof, including the distribution and sale of Trust shares and
provision of transfer agency, dividend disbursing agency, and registrar

<PAGE>

services, and services furnished under an Administrative Services Agreement
with INVESCO discussed below. INVESCO will pay the fee of any sub-adviser. Under
the Agreement and the Administrative Services Agreement, INVESCO shall furnish
or pay for all facilities, equipment, and supplies ordinarily required by the
Trust. This shall include, but not be limited to, office space, office
equipment, furniture, furnishings, telephone service and other utilities, and
the fees of all officers and directors of the Trust who are employees of
INVESCO. The responsibility for making decisions to buy, sell, or hold a
particular security rests with INVESCO, as well as ICM as the Sub-Adviser,
subject to review by the board of trustees. Expenses not assumed by INVESCO are
borne by the Trust.

Under the Agreement, as full compensation for all services rendered by it,
INVESCO receives a fee based on the average daily net assets of the Funds (the
"Advisory Fee"). The Advisory Fee is calculated daily at the applicable annual
rate and paid monthly as follows:

(a) INVESCO Value Equity and Total Return Funds: 0.75% on
the first $500 million of the average net assets of each
Fund; 0.65% on the next $500 million of average net
assets of each Fund; and 0.50% on average net assets in
excess of $1 billion;

(b) INVESCO Intermediate Government Bond Fund: 0.60% on the
first $500 million of the average net assets of the Fund;
0.50% on the next $500 million of the average net assets
of the Fund; and 0.40% on average net assets in excess of
$1 billion.

For the fiscal year ended August 31, ^ 1996, the INVESCO Value Equity,
Intermediate Government Bond and Total Return Funds, incurred aggregate advisory
fees of ^ $1,382,049, $235,160 and $6,025,905 respectively.

Certain states in which the shares of the Trust are qualified for sale
currently impose limitations on the expenses of the Trust. At the date of this
Statement of Additional Information, the most restrictive state-imposed annual
expense limitation requires that INVESCO absorb any amount necessary to prevent
each Fund's aggregate ordinary operating expenses (excluding interest, taxes,
brokerage fees and commissions, and extraordinary charges such as litigation
costs) from exceeding in any fiscal year 2.5% of that Fund's first $30,000,000
of average net assets, 2.0% of the next $70,000,000 of average net assets and
1.5% of the remaining average net assets. No payment of the investment advisory
fee will be made to INVESCO which would result in a Fund's expenses exceeding on
a cumulative annualized basis this state limitation.

Sub-Advisory Agreement. ICM serves as sub-adviser to the INVESCO Value
Equity, Intermediate Government Bond^ and Total Return Funds pursuant to a
sub-advisory agreement (the "Sub-Agreement") with INVESCO which was approved by

<PAGE>

the shareholders of each of the Funds then in existence on December 28,
1990, for an initial terms of two years. The Sub-Agreement has been continued by
action of the board of trustees until April 30, ^ 1997.

The Agreement and Sub-Agreement may be continued from year to year as to
each Fund after their initial terms as long as each such continuance is
specifically approved by the board of trustees of the Trust, or by a vote of the
holders of a majority, as defined in the 1940 Act, of the outstanding shares of
each of the Funds. Each such continuance also must be approved by a majority of
the trustees who are not parties to the Agreement or Sub-Agreements or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such continuance. The
Agreement or Sub-Agreement may be terminated as to any Fund at any time without
penalty by either party or the Trust upon sixty (60) days' written notice and
terminates automatically in the event of an assignment to the extent required by
the 1940 Act and the rules thereunder.

The Sub-Agreement provides that ICM, as Sub-Adviser, will provide various
investment advisory and research services on behalf of the respective Funds,
including managing their investment portfolios.

Fees of the Sub-Adviser are paid monthly by INVESCO and not the Funds. The
Sub-Advisory fee to INVESCO Capital Management, Inc. shall be computed at the
following annual rates based on the average net assets invested in each Fund:
0.20% on the INVESCO Value Equity Fund's and INVESCO Total Return Fund's, and
0.16% on the INVESCO Intermediate Government Bond Fund's, average net asset
value up to $500 million; 0.17% on the INVESCO Value Equity Fund's and INVESCO
Total Return Fund's, and 0.13% on the INVESCO Intermediate Government Bond
Fund's, average net asset value in excess of $500 million but not more than $1
billion; and 0.13% on the INVESCO Value Equity Fund's and INVESCO Total Return
Fund's, and 0.11% on the INVESCO Intermediate Government Bond Fund's, average
net asset value in excess of $1 billion.

Administrative Services Agreement. INVESCO, either directly or through
affiliated companies, provides certain administrative, sub-accounting, and
recordkeeping services to the Trust pursuant to an Administrative Services
Agreement dated February 20, 1989 (the "Administrative Agreement"). The
Administrative Agreement was approved on January 20, 1989, by a vote cast in
person by all of the trustees of the Trust, including all of the trustees who
are not "interested persons" of the Trust or INVESCO at a meeting called for
such purpose. The Administrative Agreement was for an initial term of one year
from the date of its execution, and has been continued by action of the board of
trustees until April 30, ^ 1997. The Administrative Agreement may be continued
from year to year thereafter as long as each such continuance is specifically
approved by the board of trustees of the Trust, including a majority of the

<PAGE>

trustees who are not parties to the Administrative Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on such continuance. The Administrative
Agreement may be terminated at any time without penalty by INVESCO on sixty (60)
days' written notice, or by the Trust upon thirty (30) days' written notice, and
terminates automatically in the event of an assignment unless the board of
trustees approves such assignment.

The Administrative Agreement provides that INVESCO shall provide the
following services to the Funds: required 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. As full compensation for
services provided under the Administrative Agreement, the Trust pays a monthly
fee to INVESCO consisting of a base fee of $10,000 per year per Fund, plus an
additional incremental fee computed daily and paid monthly at an annual rate of
0.015% per year of the average net assets of each Fund of the Trust. For
providing such services, INVESCO received administrative services fees in the
amount of ^ $191,143 for the fiscal year ended August 31, ^ 1996.

Transfer Agency Agreement. INVESCO performs transfer agent, dividend
disbursing agent, and registrar services for the Trust pursuant to a Transfer
Agency Agreement approved by the trustees of the Trust on January 23, 1991, for
an initial term of one year. The Transfer Agency Agreement has been continued by
action of the board of trustees until April 30, ^ 1997, and thereafter may be
continued from year to year as long as such continuance is specifically approved
at least annually by the board of trustees of the Trust, or by a vote of the
holders of a majority of the outstanding shares of each Fund of the Trust. Any
such continuance also must be approved by a majority of the Trust's trustees who
are not parties to the Transfer Agency Agreement or interested persons (as
defined by the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on such continuance. The Transfer Agency Agreement may
be terminated at any time without penalty by either party upon sixty (60) days'
written notice.

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, ^ 1996, the Trust paid INVESCO transfer agency fees of ^
$1,391,761 .

<PAGE>

Set forth below is a table showing the advisory fees, transfer agency fees
and administrative fees paid by each of the Funds for the fiscal years ended
August 31, ^ 1996, 1995 and 1994.

<TABLE>
<CAPTION>
Fiscal year Fiscal year ^ Fiscal year
ended August 31, 1996 ended August 31, 1995 ^ ended August 31, 1994

Transfer Adminis- Transfer Adminis- Transfer Adminis-
Advisory Agency trative Advisory Agency trative Advisory Agency trative
Portfolio Fees Fees Fees Fees Fees Fees Fees Fees Fees
- --------- -------- -------- -------- ---------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INVESCO Value Equity $1,382,049 $282,255 $37,641 $974,578 $168,354 $29,713 $750,425 $117,460 $25,009^

INVESCO Intermediate
Government Bond $235,160 $156,123 $15,879 $214,128 $130,781 $15,353 $221,181 $72,649 $15,530

^INVESCO Total Return $6,025,905 $953,383 $137,623 $2,824,847 $477,373 $66,616 $1,889,563 $255,855 $47,791

Officers and Trustees of the Trust. The overall direction and supervision
of the Trust is the responsibility of the board of trustees, which has the
primary duty of seeing that the Trust's general investment policies and programs
of the Trust are carried out and that the Trust's Funds are properly
administered. The officers of the Trust, all of whom are officers and employees
of, and are paid by, INVESCO, are responsible for the day-to-day administration
of the Trust. INVESCO, along with ICM, has the primary responsibility for making
investment decisions on behalf of each of the Funds of the Trust. These
investment decisions are reviewed by the investment committee of INVESCO.

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

<PAGE>

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

DAN J. HESSER,+* President and Trustee. 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,** Trustee. ^ Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at 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 ^ 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,+** Trustee. 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,# Trustee. 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,+# Trustee. 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.

A.D. FRAZIER, JR.,*^,** Director. Executive Vice President of INVESCO PLC
(since November 1996). Formerly, Senior Executive Vice President and 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^.
Trustee of The Global Health Sciences Fund. Director of Magellan Health

<PAGE>

Services, Inc. and of Charter Medical Corp. Address: 250 Williams Street,
Suite 6000, Atlanta, Georgia. Born: June ^ 23, 1944.

HUBERT L. HARRIS, JR.,* Trustee. Chairman (since May 1996) and President
(January 1990 to April 1996) of INVESCO Services, Inc. Director of INVESCO PLC
and Chief Executive 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,** Trustee. 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, GA. 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 since
August 1992. Formerly, Vice President of 440 Financial Group from June 1990 to
August 1992 and 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.

<PAGE>

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

#Member of the audit committee of the Trust.

+Member of the executive committee of the Trust. On occasion, the
executive committee acts upon the current and ordinary business of the Trust
between meetings of the board of trustees. Except for certain powers which,
under applicable law, may only be exercised by the full board of trustees, the
executive committee may exercise all powers and authority of the board of
trustees in the management of the business of the Trust. All decisions are
subsequently submitted for ratification by the board of trustees.

*These trustees are "interested persons" of the Trust as
defined in the 1940 Act.

**Member of the management liaison committee of the Trust.

As of ^ December 20, 1996, officers and trustees of the Trust, as a group,
beneficially owned less than 1% of the Trust's outstanding shares and less than
1% of any Fund's outstanding shares.

Director Compensation

The following table sets forth, for the fiscal year ended August 31, ^
1996: the compensation paid by the Trust to its eight independent trustees for
services rendered in their capacities as trustees of the Trust; the benefits
accrued as Trust expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these trustees upon retirement as a result of their service to the
Trust. In addition, the table sets forth the total compensation paid by all of
the mutual funds distributed by INVESCO Funds Group, Inc. (including the Funds),
^ INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series Trust and The Global
Health Sciences Fund (collectively, the "INVESCO Complex") to these trustees for
services rendered in their capacities as directors or trustees during the year
ended December 31, ^ 1995. As of December 31, ^ 1995, there were ^ 48 funds in
the INVESCO Complex.

<PAGE>

Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued As Annual INVESCO
Compensa- Part of Benefits Complex
tion From Trust Upon Paid To
Trust(1) Expenses(2) Retirement(3) Trustees(1)

Fred A.Deering, ^ $5,670 $1,469 $1,222 $87,350
Vice Chairman of
the Board

Victor L. Andrews ^ 5,221 1,294 1,348 68,000

Bob R. Baker ^ 5,314 1,334 1,806 73,000

Lawrence H. Budner ^ 5,083 1,388 1,348 68,350

Daniel D. Chabris ^ 5,338 1,584 958 73,350

A. D. Frazier, ^ Jr.(4),(5) 4,981 0 0 ^ 63,500

Kenneth T. King ^ 5,267 1,525 1,109 70,000

John W. McIntyre(4) ^ 5,005 0 0 ^ 67,850

Total ^ $41,879 $8,594 $7,791 $571,400

% of Net Assets ^ 0.0033%(6) 0.0007%(6) 0.0043%(7)

(1)The vice chairman of the board, the chairmen of the audit, management
liaison and compensation committees, and the members of the executive and
valuation committees each receive compensation for serving in such capacities in
addition to the compensation paid to all independent trustees.

(2)Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the election
of the trustees.

(3)These figures represent the Trust's share of the estimated annual
benefits payable by the INVESCO Complex (excluding the Global Health Sciences
Fund which does not participate in any retirement plan) upon the trustees'
retirement, calculated using the current method of allocating trustee
compensation among the funds in the INVESCO Complex. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the trustees
will be adjusted periodically for inflation, for increases in the number of
funds in the INVESCO Complex^ and for other reasons during the period in which
retirement benefits are accrued on behalf of the respective trustees. This
results in lower estimated benefits for trustees who are closer to retirement
and higher estimated benefits for trustees who are further from retirement. With
the exception of Messrs. Frazier and McIntyre, each of these trustees has served
as a director/trustee of one or more of the funds in the INVESCO Complex for the
minimum five-year period required to be eligible to participate in the Defined
Benefit Deferred Compensation Plan.

<PAGE>

(4)Messrs. Frazier and McIntyre began serving as trustees of the Trust on
April 19, 1995.

(5)Effective November 1, 1996, Mr. Frazier was employed by INVESCO PLC, a
company affiliated with INVESCO. Because it was possible that Mr. Frazier would
be employed with INVESCO PLC, he was deemed to be an "interested person" of the
Company and of the other funds in the INVESCO Complex effective May 1, 1996.
Effective November 1, 1996, Mr. Frazier will no longer receive any director's
fees or other compensation from the Company or other funds in the INVESCO
Complex for his service as a director.

(6)Totals ^ as a percentage of the Trust's net assets as of August 31, ^
1996.

^ (7)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, ^ 1995.

^ Messrs. Brady, Harris, Hesser and, effective November 1, 1996, Frazier,
as "interested persons" of the Trust and of the 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.

The boards of directors/trustees of the mutual funds managed by INVESCO, ^
INVESCO Advisor Funds, Inc. and INVESCO Treasurer's Series Trust have adopted a
Defined Benefit Deferred Compensation Plan for the non-interested directors and
trustees of the funds. Under this plan, each director or trustee who is not an
interested person of the funds (as defined in the 1940 Act) and who has served
for at least five years (a "qualified director") is entitled to receive, upon
retiring from the boards at the retirement age of 72 (or the retirement age of
73 to 74, if the retirement date is extended by the boards for one or two years,
but less than three years) continuation of payment for one year (the "first year
retirement benefit") of the annual basic retainer payable by the funds to the
qualified trustee at the time of his retirement (the "basic retainer").
Commencing with any such trustee's second year of retirement, and commencing
with the first year of retirement of a trustee whose retirement has been
extended by the board for three years, a qualified trustee shall receive
quarterly payments at an annual rate equal to 25% of the basic retainer. These
payments will continue for the remainder of the qualified trustee's life or ten
years, whichever is longer (the "reduced retainer payments"). If a qualified
trustee dies or becomes disabled after age 72 and before age 74 while still a
trustee of the funds, the first year retirement benefit and the reduced retainer
payments will be made to him or to his beneficiary or estate. If a qualified
trustee becomes disabled or dies either prior to age 72 or during his/her 74th
year while still a trustee of the funds, the trustee will not be entitled to
receive the first year retirement benefit; however, the reduced retainer
payments will be made to his beneficiary or estate. The plan is administered by
a committee of three trustees who are also participants in the plan and one
trustee who is not a plan participant. The cost of the plan will be allocated
among the INVESCO, ^ INVESCO Advisor and Treasurer's Series funds in a manner
determined to be fair and equitable by the committee. The Trust is not making

<PAGE>

any payments to trustees under the plan as of the date of this Statement of
Additional Information. The Trust has no stock options or other pension or
retirement plans for management or other personnel and pays no salary or
compensation to any of its officers.

The Trust has an audit committee which is comprised of four of the
trustees who are not interested persons of the Trust. The committee meets
periodically with the Trust's independent accountants and officers to review
accounting principles used by the Trust, the adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.

The Trust also has a management liaison committee which meets quarterly
with various management personnel of INVESCO in order (a) to facilitate better
understanding of management and operations of the Trust, and (b) to review legal
and operational matters which have been assigned to the committee by the board
of trustees, in furtherance of the board of trustees' overall duty of
supervision.

HOW SHARES CAN BE PURCHASED

The shares of each Fund are sold on a continuous basis at the net asset
value per share of the Fund next calculated after receipt of a purchase order in
good form. The net asset value per share for each Fund is computed once each day
that the New York Stock Exchange is open as of the close of regular trading on
that Exchange, but may also be computed at other times. See "How Shares Are
Valued." INVESCO acts as the Trust's Distributor under a distribution agreement
with the Trust under which it receives no compensation and bears all expenses,
including the costs of printing and distribution of prospectuses incident to
direct sales and distribution of Trust shares on a no-load basis.

HOW SHARES ARE VALUED

As described in the section of each Fund's Prospectus entitled "How Shares
Can Be Purchased," the net asset value of shares of each Fund of the Trust is
computed once each day that the New York Stock Exchange is open as of the close
of regular trading on that Exchange (usually 4:00 p.m., New York time) and
applies to purchase and redemption orders received prior to that time. Net asset
value per share is also computed on any other day on which there is a sufficient
degree of trading in the securities held by a Fund that the current net asset
value per share might be materially affected by changes in the value of the
securities held, but only if on such day the Trust receives a request to
purchase or redeem shares of that Fund. Net asset value per share is not
calculated on days the New York Stock Exchange is closed, such as federal
holidays including New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving^ and Christmas.

The net asset value per share of each Fund is calculated by dividing the
value of all securities held by that Fund and its other assets (includng

<PAGE>

(including dividends and interest accrued but not collected), less the
Fund's liabilities (including accrued expenses), by the number of outstanding
shares of that Fund. Securities traded on national securities exchanges, the
NASDAQ National Market System, the NASDAQ Small Cap market and foreign markets
are valued at their last sale prices on the exchanges or markets where such
securities are primarily traded. Securities traded in the over-the-counter
market for which last sale prices are not available, and listed securities for
which no sales were reported on a particular date, are valued at their highest
closing bid prices (or, for debt securities, yield equivalents thereof) obtained
from one or more dealers making markets for such securities. If market
quotations are not readily available, securities will be valued at their fair
values as determined in good faith by the Trust's board of trustees or pursuant
to procedures adopted by the board of trustees. The above procedures may include
the use of valuations furnished by a pricing service which employs a matrix to
determine valuations for normal institutional-size trading units of debt
securities. Prior to utilizing a pricing service, the Trust's board of trustees
reviews the methods used by such service to assure itself that securities will
be valued at their fair values. The Trust's board of trustees also periodically
monitors the methods used by such pricing services. Debt securities with
remaining maturities of 60 days or less at the time of purchase are normally
valued at amortized cost.

The values of securities held by the Funds, and other assets used in
computing net asset value, generally are determined as of the time regular
trading in such securities or assets is completed each day. Since regular
trading in most foreign securities markets is completed simultaneously with, or
prior to, the close of regular trading on the New York Stock Exchange, closing
prices for foreign securities usually are available for purposes of computing
the Funds' net asset value. However, in the event that the closing price of a
foreign security is not available in time to calculate a Fund's net asset value
on a particular day, the Trust's board of trustees has authorized the use of the
market price for the security obtained from an approved pricing service at an
established time during the day which may be prior to the close of regular
trading in the security. The value of all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the spot
rate of such currencies against U.S. dollars provided by an approved pricing
service.

TRUST PERFORMANCE

As discussed in the section of each Fund's Prospectus entitled
"Performance Data," all of the Funds advertise their total return performance.
In addition, the INVESCO Intermediate Government Bond Fund advertises its yield.
Average annual total return performance for each Fund for the indicated periods
ended August 31, ^ 1996, was as follows:

<PAGE>

Life of
Portfolio 1 Year 5 Years Portfolio
- --------- ------ ------- ---------
INVESCO Value Equity Fund ^ 17.77% 13.11% 12.26%(1)
INVESCO Intermediate
Government Bond Fund ^ 3.12% 6.91% 6.81%(1)
INVESCO Total Return Fund ^ 12.06% 12.62% 12.29%(2)
- -----------------

(1) ^ 124 months ^(10.33 years)
(2) ^ 108 months ^(9.00 years)

Average annual total return performance for each of the periods indicated
was computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

<PAGE>

P(1 + T)n = ERV

where: P = initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period and Fund
indicated.

The yield of the INVESCO Intermediate Government Bond Fund for the 30 days
ended August 31, ^ 1996, was ^ 5.30%. This yield was computed by dividing the
net investment income per share earned during the period as calculated according
to a prescribed formula by the net asset value per share on August 31, ^ 1996.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.

From time to time, evaluations of performance made by independent sources
may also be used in advertisements, sales literature or shareholder reports,
including reprints of, or selections from, editorials or articles about the
Funds. Sources for Fund performance information and articles about the Funds
include, but are not limited to, the following:

American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund Performance
Analysis
Money
Morningstar
Mutual Fund Forecaster
No-Load Analyst
No-Load Fund X
Personal Investor

<PAGE>

Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth

SERVICES PROVIDED BY THE TRUST

Periodic Withdrawal Plan. As described in the section of each Fund's
Prospectus entitled "Services Provided by the Trust," the Trust offers a
Periodic Withdrawal Plan. All dividends and distributions on shares owned by
shareholders participating in this Plan are reinvested in additional shares.
Since withdrawal payments represent the proceeds from sales of shares, the
amount of shareholders' investments in the Trust will be reduced to the extent
that withdrawal payments exceed dividends and other distributions paid and
reinvested. Any gain or loss on such redemptions must be reported for tax
purposes. In each case, shares will be redeemed at the close of business on or
about the 20th day of each month preceding payment and payments will be mailed
within five business days thereafter.

The Periodic Withdrawal Plan involves the use of principal and is not a
guaranteed annuity. Payments under such a Plan do not represent income or a
return on investment.

A Periodic Withdrawal Plan may be terminated at any time by sending a
written request to INVESCO. Upon termination, all future dividends and capital
gain distributions will be reinvested in additional shares unless a shareholder
requests otherwise.

Exchange Privilege. As discussed in the section of each Fund's Prospectus
entitled "Services Provided by the Trust," the Trust offers shareholders the
privilege of exchanging shares of any Fund of the Trust for shares of certain
other mutual funds advised by INVESCO. 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 Statement of Additional Information.
Exchanges made by telephone must be in an 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 initial
minimum investment requirements. Written exchange requests into an existing
account have no minimum requirements other than the fund's applicable minimum
subsequent investment requirements. Any gain or loss realized on such an
exchange is recognized for federal income tax purposes. This privilege is not an
option or right to purchase securities, but is a revocable privilege permitted
under the present policies of each of the funds and is not available in any

<PAGE>

state or other jurisdiction where the shares of the mutual fund into which
transfer is to be made are not qualified for sale, or when the net asset value
of the shares presented for exchange is less than the minimum dollar purchase
required by the appropriate prospectus.

TAX-DEFERRED RETIREMENT PLANS

As described in the section of each Fund's Prospectus entitled "Services
Provided by the Trust," shares of the Trust may be purchased as the investment
medium for various tax-deferred retirement plans. Persons who request
information regarding these plans from INVESCO will be provided with prototype
documents and other supporting information regarding the type of plan requested.
Each of these plans involves a long-term commitment of assets and is subject to
possible regulatory penalties for excess contributions, premature distributions
or for insufficient distributions after age 70-1/2. The legal and tax
implications may vary according to the circumstances of the individual investor.
Therefore, the investor is urged to consult with an attorney or tax adviser
prior to the establishment of such a plan.

HOW TO REDEEM SHARES

Normally, payments for shares redeemed will be mailed within seven days
following receipt of the required documents as described in the section of each
Fund's Prospectus entitled "How to Redeem Shares." The right of redemption may
be suspended and payment postponed when: (a) the New York Stock Exchange is
closed for other than customary weekends and holidays; (b) trading on that
exchange is restricted; (c) an emergency exists as a result of which disposal by
the Trust of securities owned by it is not reasonably practicable, or it is not
reasonably practicable for the Trust fairly to determine the value of its net
assets; or (d) the Securities and Exchange Commission ("SEC") by order so
permits.

It is possible that in the future conditions may exist which would, in the
opinion of the Trust's investment adviser, make it undesirable for a Fund to pay
for redeemed shares in cash. In such cases, the Trust's investment adviser may
authorize payment to be made in portfolio securities or other property of the
Fund. However, the Trust has obligated itself under the 1940 Act to redeem for
cash all shares of a Fund presented for redemption by any one shareholder having
a value up to $250,000 (or 1% of the applicable Fund's net assets if that is
less) in any 90-day period. Securities delivered in payment of redemptions are
selected entirely by the Trust's investment adviser based on what is in the best
interests of the Trust and its shareholders, and are valued at the value
assigned to them in computing the Fund's net asset value per share. Shareholders
receiving such securities are likely to incur brokerage costs on their
subsequent sales of the securities.

<PAGE>

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS^ AND TAXES

The Trust intends to continue to conduct its business and satisfy the
applicable diversification of assets and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. The Trust so qualified in the fiscal year
ended August 31, ^ 1996, and intends to continue to qualify during its current
fiscal year. As a result, it is anticipated that the Trust will pay no federal
income or excise taxes and will be accorded conduit or "pass through" treatment
for federal income tax purposes.

Dividends paid by the Funds from net investment income as well as
distributions of net realized short-term capital gains and net realized gains
from certain foreign currency transactions are, for federal income tax purposes,
taxable as ordinary income to shareholders. After the end of each calendar year,
each Fund sends shareholders information regarding the amount and character of
dividends paid in the year, including the dividends eligible for the
dividends-received deduction for corporations. Such amounts will be limited to
the aggregate amount of qualifying dividends which the Trust derives from its
portfolio investments.

Distributions by the Funds of net capital gains (the excess of net
long-term capital gain over net short-term capital loss) are, for federal income
tax purposes, taxable to the shareholder as long-term capital gains regardless
of how long a shareholder has held shares of the Fund. Such distributions are
identified as such and are not eligible for the dividends-received deduction.

All dividends and other distributions are regarded as taxable to the
investor, whether or not such dividends and distributions are reinvested in
additional shares. If the net asset value of a Fund's shares should be reduced
below a shareholder's cost as a result of a distribution, such distribution
would be taxable to the shareholder although a portion would be, in effect, a
return of invested capital. The net asset value of shares of all of the Funds
reflects accrued net investment income and undistributed realized capital and
foreign currency gains; therefore, when a distribution is made, the net asset
value is reduced by the amount of the distribution. If shares are purchased
shortly before a distribution, the full price for the shares will be paid and
some portion of the price may then be returned to the shareholder as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution, which would reduce any gain (or increase any
loss) for tax purposes or any subsequent redemption of shares.

INVESCO may provide Fund shareholders with information concerning the
average cost basis of their shares in order to help them prepare their tax
returns. This information is intended as a convenience to shareholders, and will
not be reported to the Internal Revenue Service (the "IRS"). The IRS permits the
use of several methods to determine the cost basis of mutual fund shares. The

<PAGE>

cost basis information provided by INVESCO will be computed using the
single-category average cost method, although neither INVESCO nor the Trust
recommends any particular method of determining cost basis. Other methods may
result in different tax consequences. If a shareholder has reported gains or
losses for a Fund in past years, the shareholder must continue to use the method
previously used, unless the shareholder applies to the IRS for permission to
change methods.

If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received on those shares.

Each Fund will be subject to a nondeductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

Dividends and interest received by each Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of a
Fund's total assets at the close of any taxable year consists of securities of
foreign corporations, the Fund will be eligible to, and may, file an election
with the IRS that will enable its shareholders, in effect, to receive the
benefit of the foreign tax credit with respect to any foreign and U.S.
possessions income taxes paid by it. Each Fund will report to its shareholders
shortly after each taxable year their respective shares of the Fund's income
from sources within, and taxes paid to, foreign countries and U.S. possessions
if it makes this election.

The Funds may invest in the stock of "passive foreign investment
companies" ^("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, a Fund will be
subject to federal income tax on a portion of any "excess distribution" received
on the stock of a PFIC or of any gain on disposition of the stock (collectively
"PFIC income"), plus interest thereon, even if the Fund distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC income
will be included in the Fund's investment company taxable income and,
accordingly, will not be taxable to it to the extent that income is distributed
to its shareholders.

Gains or losses (1) from the disposition of foreign currencies, (2) from
the disposition of debt securities denominated in foreign currency that are

<PAGE>

attributable to fluctuations in the value of the foreign currency between
the date of acquisition of each security and the date of disposition, and (3)
that are attributable to fluctuations in exchange rates that occur between the
time a Fund accrues interest, dividends or other receivables or accrues expenses
or other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of the Fund's investment company taxable income to be
distributed to its shareholders.

Shareholders should consult their own tax advisers regarding specific
questions as to federal, state and local taxes. Dividends and capital gain
distributions generally will be subject to applicable state and local taxes.
Qualification as a regulated investment company under the Internal Revenue Code
of 1986, as amended, for income tax purposes does not entail government
supervision of management or investment policies.

INVESTMENT PRACTICES

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for any of the Trust's Funds. Brokerage costs to the Trust are
commensurate with the rate of portfolio activity. Portfolio turnover rates for
the fiscal years ended August 31, 1996 and 1995 ^, were as follows:

Fund 1996 1995 ^
---- ---- ----
INVESCO Value Equity 27% 34% ^
INVESCO Intermediate
Government Bond 63% 92% ^
INVESCO Total Return 10% 30% ^

In computing the portfolio turnover rate, all investments with maturities
or expiration dates at the time of acquisition of one year or less are excluded.
Subject to this exclusion, the turnover rate is calculated by dividing (A) the
lesser of purchases or sales of portfolio securities for the fiscal year by (B)
the monthly average of the value of portfolio securities owned by the Fund
during the fiscal year.

Placement of Portfolio Brokerage. INVESCO, as the Funds' investment
adviser, and ICM, as sub-adviser of the Funds under the direct supervision of
INVESCO, place orders for the purchase and sale of securities with brokers and
dealers based upon their evaluation of the broker-dealers' financial
responsibility subject to the broker-dealers' ability to effect transactions at
the best available prices. Fund Management evaluates the overall reasonableness
of brokerage commissions paid by reviewing the quality of executions obtained on
the Trust's portfolio transactions, viewed in terms of the size of transactions,
prevailing market conditions in the security purchased or sold, and general
economic and market conditions. In seeking to ensure that the commissions

<PAGE>

charged the Trust are consistent with prevailing and reasonable commissions
^, Fund Management also endeavors to monitor brokerage industry practices with
regard to the commissions ^ charged by broker/dealers on transactions effected
for other comparable institutional investors. While Fund Management seeks
reasonably competitive rates, the Trust does not necessarily pay the lowest
commission^ or spread^ available.

Consistent with the standard of seeking to obtain the best execution on
portfolio transactions, Fund Management may select brokers that provide research
services to effect such transactions. Research services consist of statistical
and analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to Fund Management in
making informed investment decisions. Research services prepared and furnished
by brokers through which the Funds effect securities transactions may be used by
Fund Management in servicing all of their respective accounts and not all such
services may be used by Fund Management in connection with the Funds.

In recognition of the value of the above-described brokerage and research
services provided by certain brokers, Fund Management, consistent with the
standard of seeking to obtain the best execution on portfolio transactions, may
place orders with such brokers for the execution of Trust transactions on which
the commissions ^ are in excess of those which other brokers might have charged
for effecting the same transactions.

Fund transactions may be effected through qualified broker/dealers who
recommend the Trust to their clients, or who act as agent in the purchase of the
Trust's shares for their clients. When a number of brokers and dealers can
provide comparable best price and execution on a particular transaction, the
Trust's adviser or sub-adviser may consider the sale of Trust shares by a broker
or dealer in selecting among qualified broker/dealers.

Certain brokers or their affiliates (collectively "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

<PAGE>

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 aggregate dollar amount of brokerage commissions paid by the Funds for
the fiscal years ended August 31, ^ 1996, 1995 and 1994 were $605,656, $389,207
and $204,189, respectively. The higher level of brokerage commissions paid by
the Funds for the year ended August 31, ^ 1996 was primarily due to the
increased size of the Funds and increased portfolio turnover. For the fiscal
year ended August 31, 1995, brokers providing research services received ^
$119,217 in commissions on portfolio transactions effected for the Trust. The
aggregate dollar amount of such portfolio transactions was ^ $76,615,084.
Neither the Trust, INVESCO, nor ICM paid any compensation to brokers for the
sale of shares of the Trust during the fiscal year ended August 31, ^ 1996.

At August 31, ^ 1996, the Funds held securities of their regular brokers
or dealers, or their parents, as follows:

<PAGE>

Value of
Securities at
Fund Broker or Dealer August 31, 1996 ^
- ---- ---------------- ----------------

INVESCO Value Equity State Street Bank ^ $10,510,000
Fund & Tr. Co.
INVESCO Intermediate State Street Bank ^ $1,240,000
Government Bond Fund & Tr. Co.
INVESCO Total Return State Street Bank $8,400,000
Fund & Tr. Co.

Neither INVESCO nor ICM receive any brokerage commissions on portfolio
transactions effected on behalf of the Trust, and there is no affiliation
between INVESCO, ICM, or any person affiliated with INVESCO, ICM, or the Trust
and any broker or dealer that executes transactions for the Trust.

ADDITIONAL INFORMATION

Shares of Beneficial Interest. As a Massachusetts Business Trust, the
Trust has an unlimited number of authorized shares of beneficial interest. As of
August 31, ^ 1996, 8,994,532 shares of the INVESCO Value Equity Fund, ^
3,246,858 shares of the INVESCO Intermediate Government Bond Fund, and ^
45,674,707 shares of the INVESCO Total Return Fund were outstanding. The board
of trustees has the authority to designate additional series of beneficial
shares for any new fund of the Trust without seeking the approval of
shareholders and may classify and reclassify any unissued shares.

Shares of each series represent the interests of the shareholders of such
series in a particular portfolio of investments of the Trust. Each series of the
Trust's shares is preferred over all other series in respect of the assets
specifically allocated to that series, and all income, earnings, profits and
proceeds from such assets, subject only to the rights of creditors, are
allocated to shares of that series. The assets of each series are segregated on
the books of account and are charged with the liabilities of that series and
with a share of the Trust's general liabilities. The board of trustees
determines those assets and liabilities deemed to be general assets or
liabilities of the Trust, and these items are allocated among series in
proportion to the relative net assets of each series. In the unlikely event that
a liability allocable to one series exceeds the assets belonging to the series,
all or a portion of such liability may have to be borne by the holders of shares
of the Trust's other series.

All shares, regardless of series, have equal voting rights. Voting with
respect to certain matters, such as ratification of independent accountants or
election of trustees, will be by all series of the Trust. When not all series
are affected by a matter to be voted upon, such as approval of an investment
advisory contract or changes in a Fund's investment policies, only shareholders

<PAGE>

of the series affected by the matter may be entitled to vote. Trust shares
have noncumulative voting rights, which means that the holders of a majority of
the shares voting for the election of trustees can elect 100% of the trustees if
they choose to do so. In such event, the holders of the remaining shares voting
for the election of trustees will not be able to elect any person or persons to
the board of trustees. After they have been elected by shareholders, the
trustees will continue to serve until their successors are elected and have
qualified or they are removed from office, in either case by a shareholder vote,
or until death, resignation, or retirement. ^ Trustees may appoint their own
successors, provided that always at least a majority of the trustees have been
elected by the Trust's shareholders. As a Massachusetts Business Trust, it is
the intention of the Trust not to hold annual meetings of shareholders. The
trustees will call annual or special meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or the Trust's Declaration
of Trust, or at their discretion.

Principal Shareholders. As of November 30, ^ 1996, the following entities
held more than 5% of the Trust's and each Fund's outstanding equity securities.

^ Name and Address Percent
^ of Beneficial Owner Number of Shares of Class
- --------------------- ---------------- --------

INVESCO Value Equity Fund

^
INVESCO Trust Co. Trustee ^ 716,411.546 7.084
HNTB Corporation Retirement &
Savings Plan
c/o Joan Watanabie
1201 Walnut, Suite 700
Kansas City, MO 64106

^ Bramco, Inc. 640,033.530 6.329
^ PS & Thrift Plan
^ P.O. Box 32230
^ Louisville, KY 40232

Charles Schwab & Co. Inc. ^ 623,034.502 6.161
^ Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

<PAGE>

^ INVESCO Intermediate Government Bond Fund

Charles Schwab & Co. Inc. 780,846.712 21.535
Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

INVESCO Trust Co. Trustee 664,897.464 18.337
Arch Mineral Corporation
Employee Thrift Plan 01/4/93
City Place One, Suite 300
St. Louis, MO 63141

Northern Trust Co. Trustee 280,413.641 7.734
Ericsson Cap & Savings Plan
Attn: Myra Baldwin-Larkins
801 S. Canal, Flr. C-35
Chicago, IL 60607

Donaldson Lufkin & Jenrette 194,014.839 5.351
Securities Corp.
Mutual Funds, 5th Flr.
P.O. Box 2052
Jersey City, NJ 07303

INVESCO Total Return Fund

Charles Schwab & Co. Inc. 7,753,792.355 15.962
Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

Connecticut General Life Ins. 7,207,935.017 14.839
c/o Liz Pezda M-110
P.O. Box 2975
Hartford, CT 06104

Independent Accountants. Price Waterhouse LLP, 950 Seventeenth Street,
Denver, Colorado, has been selected as the independent accountants of the Trust.
The independent accountants are responsible for auditing the financial
statements of the Trust.

Custodian. State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts, has been designated as the custodian of the cash and investment
securities of the Trust. The bank is responsible for, among other things,
receipt and delivery of the Funds' investment securities in accordance with
procedures and conditions specified in the custody agreement. Under its contract
with the Trust, the custodian is authorized to establish separate accounts in
foreign currencies and to cause foreign securities owned by the Trust to be held
outside the United States in branches of U.S. banks and, to the extent permitted

<PAGE>

by applicable regulations, in certain foreign banks and securities
depositories.

Transfer Agent. INVESCO, 7800 E. Union Avenue, Denver, Colorado 80237,
acts as registrar, dividend disbursing agent, and transfer agent for the Trust
pursuant to the Transfer Agency Agreement described in "The Trust and Its
Management." Such services include the issuance, cancellation and transfer of
shares of the Trust, and the maintenance of records regarding the ownership of
such shares.

Reports to Shareholders. The Trust's fiscal year ends on August 31. The
Trust distributes reports at least semiannually to its shareholders. Financial
statements regarding the Trust, audited by the independent accountants, are sent
to shareholders annually.

Legal Counsel. The firm of Kirkpatrick & Lockhart LLP, Washington, D.C., is
legal counsel for the Trust. The firm of Moye, Giles, O'Keefe, Vermeire &
Gorrell, Denver, Colorado, acts as special counsel to the Trust.

Financial Statements. The Trust's audited financial statements and the
notes thereto for the year ended August 31, ^ 1996, and the report of Price
Waterhouse LLP with respect to such financial statements are incorporated herein
by reference from the Trust's Annual Report to Shareholders for the fiscal year
ended August 31, ^ 1996.

Prospectuses. The Trust will furnish, without charge, a copy of the
Prospectus for any Fund upon request. Such requests should be made to the Trust
at the mailing address or telephone number set forth on the first page of this
Statement of Additional Information.

Registration Statement. This Statement of Additional Information and the
Prospectuses do not contain all of the information set forth in the Registration
Statement the Trust has filed with the SEC. The complete Registration Statement
may be obtained from the SEC upon payment of the fee prescribed by the rules and
regulations of the SEC.

Declaration of Trust Provisions. The Declaration of Trust establishing the
Trust dated July 9, 1987, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of the
Trust shall be held to any personal liability; nor shall resort be had to their
private property for the satisfaction of any obligation or claim of the Trust,
but the "Trust Property" only shall be liable.

<PAGE>

APPENDIX A

Bond Ratings. Description of Standard & Poor's ^("Standard & Poor's") and
Moody's Investors Service, Inc. ("Moody's") four highest bond rating categories:

Moody's Investors Service, Inc. Corporate Bond Ratings:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risk appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes,
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Standard & Poor's Corporate Bond Ratings:

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

<PAGE>

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

<PAGE>

APPENDIX B

DESCRIPTION OF FUTURES AND OPTIONS CONTRACTS

Options on Securities

An option on a security provides the purchaser, or "holder," with the
right, but not the obligation, to purchase, in the case of a "call" option, or
sell, in the case of a "put" option, the security or securities underlying the
option, for a fixed exercise price up to a stated expiration date. The holder
pays a non-refundable purchase price for the option, known as the "premium." The
maximum amount of risk the purchaser of the option assumes is equal to the
premium plus related transaction costs, although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially unlimited, unless
the option is "covered," which is generally accomplished through the writer's
ownership of the underlying security, in the case of a call option, or the
writer's segregation of an amount of cash or securities equal to the exercise
price, in the case of a put option. If the writer's obligation is not so
covered, it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase
price of the underlying security, in the case of a call option, or to deliver
the security in return for the purchase price, in the case of a put option.
Conversely, the writer is required to deliver the security, in the case of a
call option, or to purchase the security, in the case of a put option. Options
on securities which have been purchased or written may be closed out prior to
exercise or expiration by entering into an offsetting transaction on the
exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities are traded on national securities exchanges, such as
the Chicago Board of Options Exchange and the New York Stock Exchange, which are
regulated by the Securities and Exchange Commission. The Options Clearing
Corporation guarantees the performance of each party to an exchange-traded
option, by in effect taking the opposite side of each such option. A holder or
writer may engage in transactions in exchange-traded options on securities and
options on indices of securities only through a registered broker/dealer which
is a member of the exchange on which the option is traded.

An option position in an exchange-traded option may be closed out only on
an exchange which provides a secondary market for an option of the same series.
Although the INVESCO Intermediate Government Bond and Total Return Funds
generally will purchase or write only those options for which there appears to
be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option at any particular

<PAGE>

time. In such event it might not be possible to effect closing transactions
in a particular option with the result that these Funds would have to exercise
the option in order to realize any profit. This would result in these Funds
incurring brokerage commissions upon the disposition of underlying securities
acquired through the exercise of a call option or upon the purchase of
underlying securities upon the exercise of a put option. If these Funds, as
covered call option writers, are unable to effect a closing purchase transaction
in a secondary market, they will not be able to sell the underlying security
until the option expires unless the Funds are required to deliver the securities
pursuant to the assignment of an exercise notice^.

Reasons for the potential absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at a particular time, render certain of the facilities of any of the
clearing corporations inadequate and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders. However, the Options Clearing Corporation, based on forecasts
provided by the U.S. exchanges, believes that its facilities are adequate to
handle the volume of reasonably anticipated options transactions, and such
exchanges have advised such clearing corporation that they believe their
facilities will also be adequate to handle reasonably anticipated volume.

In addition, options on securities may be traded over-the-counter through
financial institutions dealing in such options as well as the underlying
instruments. OTC options are purchased from or sold (written) to dealers or
financial institutions which have entered into direct agreements with the
INVESCO Intermediate Government Bond and Total Return Funds. With OTC options,
such variables as expiration date, exercise price and premium will be agreed
upon between these Funds and the transacting dealer, without the intermediation
of a third party such as the OCC. If the transacting dealer fails to make or
take delivery of the securities underlying an option it has written, in
accordance with the terms of that option as written, these Funds would lose the

<PAGE>

premium paid for the option as well as any anticipated benefit of the
transaction. These Funds will engage in OTC option transactions only with
primary U.S. Government securities dealers recognized by the Federal Reserve
Bank of New York.

Interest Rate Futures Contracts

A Futures Contract is a bilateral agreement providing for the purchase and
sale of a specified type and amount of a financial instrument, or for the making
and acceptance of a cash settlement, at a stated time in the future, for a fixed
price. By its terms, a Futures Contract provides for a specified settlement date
on which, in the case of the majority of interest rate futures contracts, the
fixed income securities underlying the contract are delivered by the seller and
paid for by the purchaser, or on which, in the case of stock index futures
contracts and certain interest rate futures contracts, the difference between
the price at which the contract was entered into and the contract's closing
value is settled between the purchaser and seller in cash. Futures Contracts
differ from options in that they are bilateral agreements, with both the
purchaser and the seller equally obligated to complete the transaction. In
addition, Futures Contracts call for settlement only on the expiration date^ and
cannot be "exercised" at any other time during their term.

The purchase or sale of a Futures Contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price is
paid or received. Instead, an amount of cash or cash equivalent, which varies
but may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin." Subsequent payments to and from the broker,
referred to as "variation margin," are made on a daily basis as the value of the
index or instrument underlying the Futures Contract fluctuates, making positions
in the Futures Contract more or less valuable, a process known as "marking to
the market."

A Futures Contract may be purchased or sold only on an exchange, known as
a "contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearing house
guarantees the performance of each party to a Futures Contract, by in effect
taking the opposite side of such Contract. At any time prior to the expiration
of a Futures Contract, a trader may elect to close out its position by taking an
opposite position on the contract market on which the position was entered into,
subject to the availability of a secondary market, which will operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss experienced by the trader is required to be paid to

<PAGE>

the contract market clearing house while any profit due to the trader must
be delivered to it.

Interest rate futures contracts currently are traded on a variety of fixed
income securities, including long-term U.S. Treasury Bonds, Treasury Notes,
Government National Mortgage Association modified pass-through mortgage-backed
securities, U.S. Treasury Bills, bank certificates of deposit and commercial
paper. In addition, interest rate futures contracts include contracts on indices
of municipal securities.

Options on Interest Rate Futures Contracts

An Option on a Futures Contract provides the holder with the right to
enter into a "long" position in the underlying Futures Contract, in the case of
a call option, or a "short" position in the underlying Futures Contract, in the
case of a put option, at a fixed exercise price to a stated expiration date.
Upon exercise of the option by the holder, the contract market clearing house
establishes a corresponding short position for the writer of the option, in the
case of a call option, or a corresponding long position, in the case of a put
option. In the event that an option is exercised, the parties will be subject to
all the risks associated with the trading of Futures Contracts, such as payment
of variation margin deposits. In addition, the writer of an Option on a Futures
Contract, unlike the holder, is subject to initial and variation margin
requirements on the option position.

A position in an Option on a Futures Contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

An option, whether based on a Futures Contract, a stock index or a
security, becomes worthless to the holder when it expires. Upon exercise of an
option, the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same expiration date. A brokerage firm receiving such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration date. A writer therefore has
no control over whether an option will be exercised against it, nor over the
time of such exercise.

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:
Page in
Prospectus
----------
(1) Financial statements and schedules
included in Prospectuses (Part A):

Financial Highlights for the ^ three 8
years ended August 31, ^ 1996, the
eight-month period ended August 31,
1993, and each of the six years in
the period ended December 31, 1992, 32
^ for both the INVESCO Value Equity
and Intermediate Government Bond
Funds; and for the ^ three years
ended August 31, ^ 1996, the eight- 59
month fiscal period ended August 31,
1993, each of the five years in the
period ended December 31, 1992, and
for the period ended December 31,
1987, for the INVESCO Total Return
Fund.

Page in
Statement
of Addi-
tional In-
formation
----------

(2) The following audited financial
statements of the INVESCO Value Equity
Fund, the INVESCO Intermediate
Government Bond Fund and the INVESCO
Total Return Fund and the notes thereto
for the fiscal year ended August 31, ^
1996, and the report of Price Waterhouse
LLP with respect to such financial
statements, are incorporated in the
Statement of Additional Information by
reference from the Company's Annual
Report to Shareholders for the fiscal
year ended August 31, ^ 1996: Statement
of Investment Securities as of August
31, ^ 1996; Statement of Assets and
Liabilities as of August 31, ^ 1996;

<PAGE>

Statement of Operations for the year
ended August 31, ^ 1996; Statement of
Changes in Net Assets for the two years
ended August 31, ^ 1996; Financial
Highlights for the ^ three years ended
August 31, ^ 1996, the eight-month
fiscal period ended August 31, 1993,
and the ^ two years ended December 31,
1992.

(3) Financial statements and schedules
included in Part C:

None: Schedules have been omitted as all
information has been presented in the
financial statements.

(b) Exhibits:

(1) (a) Declaration of Trust (amended) as of
December 31, 1990.(2)

(b) Amendment to Declaration of Trust
effective July 1, 1993.(7)

(2) Bylaws, as amended as of January 22,
1992.(4)

(3) Not applicable.

(4) Not applicable.

(5) (a) Investment Advisory Agreement
between Registrant and Financial
Programs, Inc. (now, INVESCO Funds
Group, Inc.) dated as of October 30,
1990.(2)

(b) Form of Letter Agreement, dated July
1, 1993, between Registrant and INVESCO
Funds Group, Inc.(6)

(c) Sub-Advisory Agreement between
Financial Programs, Inc. (now INVESCO
Funds Group, Inc.) and INVESCO Capital
Management, Inc., dated as of October
30, 1990.(2)

(6) General Distribution Agreement between
Registrant and INVESCO Funds Group, Inc.,
dated as of October 30, 1990.(2)

<PAGE>

(7) Defined Benefit Deferred Compensation
Plan for Non-Interested Directors and
Trustees.(7)

(8) Custody Agreement between INVESCO Value
Trust and State Street Bank and Trust
Company.(8) Amendment to this Custodian
Contract dated October 25, ^ 1995.(9)

(9) (a) Transfer Agency Agreement between
Registrant and INVESCO Funds Group, Inc.
dated as of January 21, 1991.

(i) Amended Fee Schedule to
Transfer Agency Agreement dated ^
May 1, 1996.

(b) Administrative Services Agreement
between Registrant and Financial Programs,
Inc. (now INVESCO Funds Group, Inc.) dated
February 20, 1989. Amended Exhibit A to
Administrative Services Agreement dated
April 30, 1991.(2) Amended Exhibits A and
B to Administrative Services Agreement
between Registrant and INVESCO Funds
Group, Inc. dated April 30, 1991.(3) Form
of amended Exhibit A to Administrative
Services Agreement dated July 1, 1993.(6)

(10) Opinion and consent of counsel as to the
legality of the securities being
registered, indicating whether they
will, when sold, be legally issued,
fully paid and non-assessable was filed
with the Securities and Exchange
Commission approximately October 25,
1996, pursuant to Rule 24f-2.

(11) Consent of Independent Accountants.

(12) Not applicable.

(13) Not applicable.

<PAGE>

(14) Copies of model plans used in the
establishment of retirement plans as
follows: Non-standardized Profit
Sharing Plan; Non-standardized Money
Purchase Pension Plan; Standardized
Profit Sharing Plan Adoption Agreement;
Standardized Money Purchase Pension
Plan; Non-standardized 401(k) Plan
Adoption Agreement; Standardized 401(k)
Paired Profit Sharing Plan; Standardized
Simplified Profit Sharing Plan;
Standardized Simplified Money Purchase
Plan; Defined Contribution Master Plan
& Trust Agreement; and Financial 403(b)
Retirement Plan.(5)

(15) Not applicable.

(16) Schedule for computation of performance
data.(1)

(17) (a) Financial Data Schedule for the
period ended August 31, ^ 1996 for
INVESCO Value Equity Fund.

(b) Financial Data Schedule for the
period ended August 31, ^ 1996 for
INVESCO Intermediate Government Bond
Fund.

(18) Not Applicable.

(1)Previously filed with Post-Effective Amendment No. 7 to this
Registration Statement on April 27, 1988 and incorporated by reference herein.

(2)Previously filed with Post-Effective Amendment No. 11 to this
Registration Statement on March 1, 1991 and incorporated by reference herein.

(3)Previously filed with Post-Effective Amendment No. 13 to this
Registration Statement on September 20, 1991 and incorporated by reference
herein.

(4)Previously filed with Post-Effective Amendment No. 15 to this
Registration Statement on February 25, 1993 and incorporated by reference
herein.

<PAGE>

(5)Previously filed with Registration Statement of INVESCO International
Funds, Inc. (File No. 33-63498) on May 27, 1993 and incorporated by reference
herein.

(6)Previously filed with Post-Effective Amendment No. 16 to this
Registration Statement on June 4, 1993 and incorporated by reference herein.

(7)Previously filed with Post-Effective Amendment No. 17 to this
Registration Statement on October 29, 1993 and incorporated by reference herein.

(8)Previously filed with Post-Effective Amendment No. 18 to this
Registration Statement on October 18, 1994 and incorporated by reference herein.

(9)Previously filed on EDGAR with Post-Effective Amendment No. 19 to this
Registration Statement on December 15, 1995 and incorporated by reference
herein.

Item 25. Persons Controlled by or Under Common Control with
Registrant

No person is presently controlled by or under common control with
Registrant.

Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class ^ November 30, 1996
-------------- -------------------

Beneficial Interest

INVESCO Value Equity Fund ^ 7,069
INVESCO Intermediate Government
Bond Fund ^ 1,949
INVESCO Total Return Fund ^ 15,898

Item 27. Indemnification

Indemnification provisions for officers and directors of Registrant
are set forth in Article Seven of the Bylaws and Article V of the Articles of
Restatement of the Declaration of Trust, and are hereby incorporated by
reference. See Item 24(b)(1) and (2) above. Under these Articles, officers and
trustees will be indemnified to the fullest extent permitted by law, subject
only to such limitations as may be required by the Investment Company Act of
1940, as amended, and the rules thereunder. Under the Investment Company Act of
1940, the trustees and officers of the Trust cannot be protected against
liability to the Trust or its shareholders to which they would be subject
because of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties of their office. The Trust also maintains liability
insurance policies covering its trustees and officers.

<PAGE>

Item 28. Business and Other Connections of Investment Adviser

See "The Trust and Its Management" in the Prospectuses and Statement
of Additional Information for information regarding the business of the
investment adviser and sub-adviser. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and directors of INVESCO Funds Group, Inc., and INVESCO Capital
Management, Inc., reference is made to the Schedule Ds to the Form ADVs filed
under the Investment Advisers Act of 1940 by these companies, which schedules
are herein incorporated by reference.

Item 29. Principal Underwriters

(a) 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.
INVESCO Variable Investment Funds, Inc.

<PAGE>

(b)

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------

Frank M. Bishop Director ^
1315 Peachtree Street N.E.
Atlanta, GA 30309

Charles W. Brady Chairman of
1315 Peachtree Street N.E. the Board
Atlanta, GA 30309

M. Anthony Cox Senior Vice
1315 Peachtree Street N.E. President
Atlanta, GA 30309

Steven T. Cox, Jr. Regional Vice
7800 E. Union Avenue President
Denver, CO 80237

Robert D. Cromwell ^ Regional Vice ^
7800 E. Union Avenue President^
Denver, CO 80237

Samuel T. DeKinder Director
1315 Peachtree Street N.E.
Atlanta, GA 30309

Douglas P. Dhom Regional Vice
1355 Peachtree Street N.E. President
Atlanta, GA 30309

William J. Galvin, Jr. Senior Vice Asst.
7800 E. Union Avenue President Secretary
Denver, CO 80237

Linda J. Gieger Vice President
7800 E. Union Ave.
Denver, CO 80237

<PAGE>

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------

Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President Chief Fin'l
Denver, CO 80237 & Treasurer Officer &
Chief Acctg.
Officer

Wylie G. Hairgrove Vice President
7800 E. Union Avenue
Denver, CO 80237

^ Hubert L. Harris ^, Jr. Director Director
1315 Peachtree Street^ N.E. ^
Atlanta, GA 30309

Dan J. Hesser Chairman of the President &
7800 E. Union Avenue Board, President, Director
Denver, CO 80237 CEO & Director

Mark A. Jones Regional Vice
1315 Peachtree Street, N.E. President
Atlanta, GA 30309

Jeraldine E. Kraus Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237

Michael D. Legoski Assistant Vice
7800 E. Union Avenue President
Denver, CO ^ 80237

^ James F. Lummanick Vice President;
^ 7800 E. Union Avenue Assistant
^ Denver, CO 80237 General Counsel

<PAGE>

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------

Brian N. Minturn Executive Vice
7800 E. Union Avenue President
Denver, CO 80237

Robert J. O'Connor Director
1315 Peachtree Street, N.E.
Atlanta, GA 30309

Donald R. Paddack Assistant
7800 E. Union Avenue Vice President
Denver, CO 80237

Laura M. Parsons Vice President
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President, Secretary
Denver, CO 80237 General Counsel

Pamela J. Piro Assistant
7800 E. Union Avenue Vice President
Denver, CO 80237

Gary S. Ruhl Vice President
7800 E. Union Avenue
Denver, CO 80237

R. Dalton Sim Director Director
7800 E. Union Avenue
Denver, CO 80237

James S. Skesavage Regional Vice
1315 Peachtree Street N.E. President
Atlanta, GA 30309

Terri Berg Smith Vice President
7800 E. Union Avenue
Denver, CO 80237

<PAGE>

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------

Tane T. Tyler Assistant
7800 E. Union Avenue Vice President
Denver, CO 80237

Alan I. Watson Vice President Asst. Sec.
7800 E. Union Avenue
Denver, CO 80237

Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue
Denver, CO 80237

Allyson B. Zoellner Vice President
7800 E. Union Avenue
Denver, CO 80237

<PAGE>

Item 30. Location of Accounts and Records

Dan J. Hesser
7800 E. Union Avenue
Denver, CO 80237

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) The Registrant hereby undertakes that the board of
trustees will call such meetings of shareholders of
all the Funds, for action by shareholder vote,
including acting on the question of removal of a
trustee or trustees, as may be requested in writing
by the holders of at least 10% of the outstanding
shares of a Fund or as may be required by
applicable law or the Trust's Declaration of Trust,
and to assist in communicating with other
shareholders as required by Section 16(c) of the
Investment Company Act of 1940.

(b) The Registrant shall furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and State of
Colorado, on the ^____ day of December, ^ 1996.

Attest: INVESCO Value Trust

/s/ Glen A. Payne /s/ Dan J. Hesser
- ------------------------------------ ------------------------------------
Glen A. Payne, Secretary Dan J. Hesser, President

Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this ^____ day of
December, ^ 1996.

/s/ Dan J. Hesser /s/ Lawrence H. Budner
- ------------------------------------ ------------------------------------
Dan J. Hesser, President & Lawrence H. Budner, Trustee
Trustee (Chief Executive Officer)

/s/ Ronald L. Grooms /s/ Daniel D. Chabris
- ------------------------------------ ------------------------------------
Ronald L. Grooms, Treasurer Daniel D. Chabris, Trustee
(Chief Financial and Accounting
Officer)

/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------------ ------------------------------------
Victor L. Andrews, Director Fred A. Deering, Director

/s/ Bob R. Baker /s/ A. D. Frazier, Jr.
- ------------------------------------ ------------------------------------
Bob R. Baker, Director A. D. Frazier, Jr., Director

/s/ ^ Hubert L. Harris, Jr. /s/ Kenneth T. King, Director
- ------------------------------------ ------------------------------------
^ Hubert L. Harris, Jr., Director Kenneth T. King, Director

/s/ Charles W. Brady /s/ John W. McIntyre
- ------------------------------------ ------------------------------------
Charles W. Brady, Director John W. McIntyre, Director

By* By* /s/ Glen A. Payne
--------------------------------- --------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
April 12, 1990, May 12, 1990, May 27, 1992, October 18, 1994 and December 14,
1995.

<PAGE>

Exhibit Index

Page in
Exhibit Number Registration Statement
- -------------- ----------------------

^
9(a) 136
9(a)(i) 151
11 152
17(a) 153
17(b) 154
17(c) 155

Ex99.POA Harris 156

</TABLE>

TRANSFER AGENCY AGREEMENT

AGREEMENT made as of this 21st day of January, 1991, between Financial
Series Trust, a Massachusetts business trust, having its principal office and
place of business at 7800 East Union Avenue, Denver, Colorado, 80237
(hereinafter referred to as the "Fund") and INVESCO Funds Group, Inc., a
Delaware corporation, having its principal place of business at 7800 E. Union
Avenue, Denver, CO 80237 (hereinafter referred to as the "Transfer Agent").

WITNESSETH:

That for and in consideration of mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:

1. Definitions. Whenever used in this Agreement, the
following words an phrases, unless the context otherwise
requires, shall have the following meanings:

(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any
such person is an officer or employee of the Fund,
duly authorized to give Oral Instructions and
Written Instructions on behalf of the Fund as
indicated in a certification as may be received by
the Transfer Agent from time to time;

(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Fund by any two office thereof;

(d) "Custodian" refers to the custodian of all of the
securities and other moneys owned by the Fund;

(e) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed the Transfer Agent to be an Authorized Person;

(f) "Prospectus" shall mean the most current effective prospectus
relating to the Fund's Shares registered under the Securities
Act of 1933;

(g) "Shares" refers to the shares of beneficial
interest of the Fund;

<PAGE>

(h) "Shareholder" means a record owner of Shares;

(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and

(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.

2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Fund that it has filed a registration
statement on SEC Form TA-1 in order to become duly registered as a
transfer agent as provided in Section 17A(c) of the Securities
Exchange Act of 1934.

3. Appointment of the Transfer Agent. Upon the effectiveness
of the Transfer Agent's registration statement on SEC
Form TA-1, the Fund hereby appoints and constitutes the
Transfer Agent as transfer agent for all of the Shares of
the Fund authorized as of the date hereof, and the
Transfer Agent accepts such appointment and agrees to
perform the duties herein set forth. If the Trustees of
the Fund hereafter reclassify the Shares, by the creation
of one or more additional series or otherwise, the
Transfer Agent agrees that it will act as transfer agent
for the Shares so reclassified on the terms set forth
herein.

4. Compensation.

(a) The Fund will initially compensate the Transfer Agent for its
services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein.

(b) The parties hereto will agree upon the compensation
for acting as transfer agent for any series of
Shares hereafter designated and established at the
time that the Transfer Agent commences serving as
such for said series, and such agreement shall be
reflected in a Fee Schedule for that series, dated
and signed by an authorized officer of each party
hereto, to be attached to this Agreement.

(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party
hereto, and a certified copy of the resolution of the
Trustees of the Fund authorizing such revised Fee Schedule.

<PAGE>

(d) The Transfer Agent will bill the Fund as soon as practicable
after the end of each calendar month, and said billings will
be detailed in accordance with the Fee Schedule for the Fund.
The Fund will promptly pay to the Transfer Agent the amount of
such billing.

5. Documents. In connection with the appointment of the
Transfer Agent, the fund shall, on or before the date
this Agreement goes into effect, file with the Transfer
Agent the following documents:

(a) A certified copy of the Articles of Incorporation
of the Fund, including all amendments thereto, as
then in effect;

(b) A certified copy of the Bylaws of the Fund, as then
in effect;

(c) Certified copies of the resolutions of the Trustees
authorizing this Agreement and designating Authorized Persons
to give instructions to the Transfer Agent;

(d) At such time as such is approved by the Trustees, a specimen
of the certificate for Shares of the Fund in the form approved
by the Trustees, with a certificate of the Secretary of the
Fund as to such approval;

(e) All account application forms and other documents
relating to Shareholder accounts;

(f) A certified list of Shareholders of the Fund with
the name, address and tax identification number of
each Shareholder, and the number of Shares held by
each, certificate numbers and denominations (if any
certificates have been issued), lists of any
accounts against which stops have been placed,
together with the reasons for said stops, and the
number of Shares redeemed by the Fund;

(g) Copies of all agreements then in effect between the
Fund and any agent with respect to the issuance,
sale, or cancellation of Shares; and

(h) An opinion of counsel for the Fund with respect to
the validity of the Shares.

<PAGE>

6. Further Documentation. The Fund will also furnish from
time to time the following documents:

(a) Each resolution of the Trustees authorizing the
original issue of Shares;

(b) Each Registration Statement filed with the Commission, and
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Fund;

(d) Certified copies of each resolution of the Trustees
designating Authorized Persons to give instructions
to the Transfer Agent;

(e) Certificates as to any change in any officer,
director, or Authorized Person of the Fund;

(f) Specimens of all new certificates for Shares
accompanied by the Fund's resolutions of the
Trutsees approving such forms; and

(g) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.

7. Certificates for Shares and Records Pertaining Thereto.

(a) At the expense of the Fund, the Transfer Agent
shall maintain an adequate supply of blank share
certificates to meet the Transfer Agent's
requirements therefor. Such share certificates
shall be properly signed by facsimile. The Fund
agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund
whose signature appears on such certificates, the
Transfer Agent may continue to countersign
certificates which bear such signatures until
otherwise directed by the Fund.

(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Fund in accordance with the instructions of the Fund and
to confirm such issuance to the Shareholder and the Fund or
its designee.

<PAGE>

(c) The Fund hereby authorizes the Transfer Agent to
issue replacement share certificates in lieu of
certificates which have been lost, stolen or
destroyed, without any further action by the
Trustees or any officer of the Fund, upon receipt
by the Transfer Agent of properly executed
affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Fund
and the Transfer Agent as obligees under any such
bond.

(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the holder of record. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.

(e) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.

8. Sale of Fund Shares.

(a) Whenever the Fund or its authorized agent shall
sell or cause to be sold any Shares, the Fund or
its authorized agent shall provide or cause to be
provided to the Transfer Agent information
including: (i) the number of Shares sold, trade
date, and price; (ii) the amount of money to be
delivered to the Custodian for the sale of such
Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.

(b) The Transfer Agent will, upon receipt by it of a
check or other payment identified by it as an
investment in Shares of the Fund and drawn or
endorsed to the Transfer Agent as agent for, or
identified as being for the account of, the Fund,
promptly deposit such check or other payment to the
appropriate account postings necessary to reflect
the investment. The Transfer Agent will notify the
Fund, or its designee, and the Custodian of all
purchases and related account adjustments.

(c) Upon receipt of the notification required under paragraph (a)
hereof and the notification from the Custodian that such money
has been received by it, the Transfer Agent shall issue to the
purchaser or his authorized agent such Shares as he is

<PAGE>

entitled to receive, based on the appropriate net asset value
of the Fund's Shares, determined in accordance with applicable
federal law or regulation, as described in the Prospectus for
the Fund. In issuing Shares to a purchaser or his authorized
agent, the Transfer Agent shall be entitled to rely upon the
latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent
concerning the delivery of such Shares.

(d) The Transfer Agent shall not be required to issue
any Shares of the Fund where it has received
Written Instructions from the Fund or written
notification from any appropriate federal or state
authority that the sale of the Shares of the Fund
has been suspended or discontinued, and the
Transfer Agent shall be entitled to rely upon such
Written Instructions or written notification.

(e) Upon the issuance of any Shares of the Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by the Fund in connection
with such issuance.

9. Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any
reason, the Transfer Agent will: (i) give prompt notice
of such return to the Fund or its designee; (ii) place a
stop transfer order against all Shares issued or held on
deposit as a result of such check or order; (iii) in the
case of any Shareholder who has obtained redemption
checks, place a stop payment order on the checking
account on which such checks are issued; and (iv) take
such other steps as the Transfer Agent may, in its
discretion, deem appropriate or as the Fund or its
designee may instruct.

10. Redemptions.

(a) Redemptions By Mail or In Person. Shares of the
Fund will be redeemed upon receipt by the Transfer
Agent of: (i) a written request for redemption,
signed by each registered owner exactly as the
Shares are registered; (ii) certificates properly
endorsed for any Shares for which certificates have
been issued; (iii) signature guarantees to the
extent required by the Transfer Agent as described
in the Prospectus for the Fund; and (iv) any

<PAGE>

additional documents required by the Transfer Agent for
redemption by corporations, executors, administrators,
trustees and guardians.

(b) Wire Orders or Telephone Redemptions. The Transfer
Agent will, consistent with procedures which may be
established by the Fund from time to time for
redemption by wire or telephone, upon receipt of
such a wire order or telephone redemption request,
redeem Shares and transmit the proceeds of such
redemption to the redeeming Shareholder as
directed. All wire or telephone redemptions will be
subject to such additional requirements as may be
described in the Prospectus for the Fund. Both the
Fund and the Transfer Agent reserve the right to
modify or terminate the procedures for wire order
or telephone redemptions at any time.

(c) Processing Redemptions. Upon receipt of all
necessary information and documentation relating to
a redemption, the Transfer Agent will issue to the
Custodian an advice setting forth the number of
Shares of the Fund received by the Transfer Agent
for redemption and that such shares are valid and
in good form for redemption. The Transfer Agent
shall, upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such
moneys to the Shareholder, his authorized agent or
legal representative.

11. Transfers and Exchanges. The Transfer Agent is authorized
to review and process transfers of Shares of the Fund and
to the extent, if any, permitted in the Prospectus for
the Fund, exchanges between the Fund and other mutual
funds advised by INVESCO Funds Group, Inc., on the
records of the Fund maintained by the Transfer Agent. If
Shares to be transferred are represented by outstanding
certificates, the Transfer Agent will, upon surrender to
it of the certificates in proper form for transfer, and
upon cancellation thereof, countersign and issue new
certificates for a like number of Shares and deliver the
same. If the Shares to be transferred are not represented
by outstanding certificates, the Transfer Agent will,
upon an order therefor by or on behalf of the registered
holder thereof in proper form, credit the same to the
transferee on its books. If Shares are to be exchanged
for Shares of another mutual fund, the Transfer Agent
will process such exchange in the same manner as a
redemption and sale of Shares, except that it may in its
discretion waive requirements for information and
documentation.

<PAGE>

12. Right to Seek Assurances. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for
the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent, in its judgment,
deems improper or unauthorized, or until it is satisfied
that there is no basis for any claims adverse to such
transfer or redemption. The Transfer Agent may, in
effecting transfers, rely upon the provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may
be amended from time to time, which in the opinion of
legal counsel for the Fund or of its own legal counsel
protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of
the Fund, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in reliance upon such
laws or opinions of counsel to the Fund or of its own
counsel.

13. Distributions.

(a) The Fund will promptly notify the Transfer Agent of
the declaration of any dividend or distribution.
The Fund shall furnish to the Transfer Agent a
resolution of the Trustees of the Fund certified by
the Secretary authorizing the declaration of
dividends and authorizing the Transfer Agent to
rely on Oral Instructions or a Certificate
specifying the date of the declaration of such
dividend or distribution, the date of payment
thereof, the record date as of which Shareholders
entitled to payment shall be determined, the amount
payable per share to Shareholders of record as of
that date, and the total amount payable to the
Transfer Agent on the payment date.

(b) The Transfer Agent will, on or before the payable
date of any dividend or distribution, notify the
Custodian of the estimated amount of cash required
to pay said dividend or distribution, and the Fund
agrees that, on or before the mailing date of such
dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account
funds equal to the cash amount to be paid out. The
Transfer Agent, in accordance with Shareholder
instructions, will calculate, prepare and mail
checks to, or (where appropriate) credit such
dividend or distribution to the account of, Fund
Shareholders, and maintain and safeguard all
underlying records.

<PAGE>

(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.

(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested in
Shares of the Fund.

(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
Trustees of the Fund.

(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is
provided to the Transfer Agent.

14. Other Duties. In addition to the duties expressly
provided for herein, the Transfer Agent shall perform
such other duties and functions as are set forth in the
Fee Schedules(s) hereto from time to time.

15. Taxes. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by the Fund and
shall withhold such sums as are required to be withheld by
applicable law.

16. Books and Records.

(a) The Transfer Agent shall maintain records showing
for each investor's account the following: (i)
names, addresses, tax identifying numbers and
assigned account numbers; (ii) numbers of Shares
held; (iii) historical information regarding the
account of each Shareholder, including dividends
paid and date and price of all transactions on a
Shareholder's account; (iv) any stop or restraining
order placed against a Shareholder's account; (v)
information with respect to withholdings in the
case of a foreign account; (vi) any capital gain or
dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of a Shareholder's account;
(vii) certificate numbers and denominations for any
Shareholders holding certificates; and (viii) any

<PAGE>

information required in order for the Transfer
Agent to perform the calculations contemplated or
required by this Agreement.

(b) Any records required to be maintained by Rule 31a-1
under the 1940 Act will be preserved for the
periods prescribed in Rule 31a-2 under the 1940
Act. Such records may be inspected by the Fund at
reasonable times. The Transfer Agent may, at its
option at any time, and shall forthwith upon the
Fund's demand, turn over to the Fund and cease to
retain in the Transfer Agent's files, records and
documents created and maintained by the Transfer
Agent in performance of its services or for its
protection. At the end of the six-year retention
period, such records and documents will either be
turned over to the Fund, or destroyed in accordance
with the Fund's authorization.

17. Shareholder Relations.

(a) The Transfer Agent will investigate all Shareholder inquiries
related to Shareholder accounts and respond promptly to
correspondence from Shareholders.

(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.

(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
Fund Shares to be voted at meetings.

18. Reliance by Transfer Agent; Instructions.

(a) The Transfer Agent shall be protected in acting
upon any paper or document believed by it to be
genuine and to have been signed by an Authorized
Person and shall not be held to have any notice of
any change of authority of any person until receipt
of written certification thereof from the Fund. It
shall also be protected in processing Share
certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the
officers of the Fund and the proper
countersignature of the Transfer Agent.

<PAGE>

(b) At any time the Transfer Agent may apply to any
Authorized Person of the Fund for Written
Instructions, and, at the expense of the Fund, may
seek advice from legal counsel for the Fund, with
respect to any matter arising in connection with
this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions
or with the opinion of such counsel. In addition,
the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests
given to them by any person representing or acting
on behalf of the Fund only if said representative
is known by the Transfer Agent, its officers,
agents or employees, to be an Authorized Person.
The Transfer Agent shall have no duty or obligation
to inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it
upon the request or direction of Authorized Persons
of the Fund.

(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under
no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issue or
sale of any Shares of the Fund, or the sufficiency
of the amount to be received therefor; (ii) the
legality of the redemption of any Shares of the
Fund, or the propriety of the amount to be paid
therefor; (iii) the legality of the declaration of
any dividend by the Fund, or the legality of the
issue of any Shares of the Fund in payment of any
stock dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares of
the Fund.

19. Standard of Care and Indemnification.

(a) The Transfer Agent may, in connection with this Agreement,
employ agents or attorneys in fact, and shall not be liable
for any loss arising out of or in connection with its actions
under this Agreement so long as it acts in good faith and with
due diligence, and is not negligent or guilty of any willful
misconduct.

(b) The Fund hereby agrees to indemnify and hold harmless the
Transfer Agent from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against

<PAGE>

the Transfer Agent by any person by reason of, or as a result
of: (i) any action taken or omitted to be taken by the
Transfer Agent in good faith in reliance upon any Certificate,
instrument, order or stock certificate believed by it to be
genuine and to be signed, countersigned or executed by any
duly Authorized Person, upon the Oral Instructions or Written
Instructions of an Authorized Person of the Fund or upon the
opinion of legal counsel for the Fund or its own counsel; or
(ii) any action taken or omitted to be taken by the Transfer
Agent in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been
altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence,
willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.

20. Affiliation Between Fund and Transfer Agent. It is
understood that the directors, officers, employees,
agents and Shareholders of the Fund, and the officers,
directors, employees, agents and shareholders of the
Fund's investment adviser, INVESC0 Funds Group, Inc. (the
"Adviser"), are or may be interested in the Transfer
Agent as directors, officers, employees, agents,
shareholders, or otherwise, and that the directors,
officers, employees, agents or shareholders of the
Transfer Agent may be interested in the Fund as
directors, officers, employees, agents, shareholders, or
otherwise, or in the Adviser as officers, directors,
employees, agents, shareholders or otherwise.

21. Term.

(a) This Agreement shall become effective on the date
on which it is approved by vote of a majority (as
defined in the 1940 Act) of the Fund's Trustees,
including a majority of the Trustees who are not
interested persons of the Fund (as defined in the
1940 Act), or the date on which the Transfer
Agent's registration statement on SEC Form TA-1
becomes effective (whichever occurs later), and
shall continue in effect for an initial term of one
year, and from year to year thereafter, so long as
such continuance is specifically approved at least
annually both: (i) by either the Trustees or the
vote of a majority of the outstanding voting
securities of the Fund; and (ii) by a vote of the

<PAGE>

majority of the Trustees who are not interested persons of the
Fund (as defined in the 1940 Act) cast in person at a meeting
called for the purpose of voting upon such approval.

(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in
writing specifying the date of such termination,
which shall not be less than 60 days after the date
of receipt of such notice. In the event such notice
is given by the Fund, it shall be accompanied by a
resolution of the Trustees, certified by the
Secretary, electing to terminate this Agreement and
designating a successor transfer agent.

22. Amendment. This Agreement may not be amended or modified
---------
in any manner except by a written agreement executed by
both parties with the formality of this Agreement, and
(i) authorized or approved by the resolution of the
Trustees, including a majority of the Trustees of the
Fund who are not interested persons of the Fund as
defined in the 1940 Act, or (ii) authorized and approved
by such other procedures as may be permitted or required
by the 1940 Act.

23. Subcontracting. The Fund agrees that the Transfer Agent
may, in its discretion, subcontract for certain of the
services to be provided hereunder.

24. Miscellaneous.

(a) Any notice and other instrument in writing, authorized or
required by this Agreement to be given to the Fund or the
Transfer Agent, shall be sufficiently given if addressed to
that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time
designate in writing.

To the Fund:

Financial Series Trust
Post Office Box 2040
Denver, Colorado 80201
Attention: John M. Butler, President

<PAGE>

To the Transfer Agent:

INVESCO Funds Group, Inc.
Post Office Box 2040
Denver, Colorado 80201
Attention: Dan J. Hesser, Executive Vice President

(b) This Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it
shall automatically terminate.

(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.

25. Trustee and Shareholders Liability: The Transfer Agent
expressly agrees, that, notwithstanding anything to the
contrary herein, or in law, that it will look solely to the
assets of the Fund for any obligations of the Fund hereunder
and nothing herein shall be construed to create any personal
liability of any trustee or any shareholder of the Fund.
INVESCO Funds Group, Inc. expressly acknowledges that the
Declaration of Trust establishing the Fund dated as of July 9,
1987, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary
of the Commonwealth of Massachusetts, provides that the name
Financial Series Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee
or agent of Financial Series Trust shall be held to any
personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of said Financial
Series Trust, but the "Trust Poperty" (as defined in the
Declaration) only shall be liable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized, as of the day
and year first above written.

FINANCIAL SERIES TRUST

By: /s/ John B. Rofrano
-------------------
John B. Rofrano, President
ATTEST:

/s/ Penelope P. Horwitz
- -----------------------
Penelope P. Horwitz, Secretary

<PAGE>

INVESCO FUNDS GROUP INC.

By: /s/ Dan J. Hesser
-----------------
Dan J. Hesser, Executive Vice
ATTEST: President

/s/ Glen A. Payne
- ------------------
Glen A. Payne, Secretary

AMENDMENT NO. 3
to
FEE SCHEDULE
for

Services pursuant to a Transfer Agency Agreement, dated January 21, 1991
between INVESCO Value Trust (formerly, Financial Series Trust) (the "Fund") and
INVESCO Funds Group, Inc. as Transfer Agent (the "Agreement").

The following fee schedule shall apply to the INVESCO Intermediate
Government Bond Fund, a series of the Fund:

Account Maintenance Charges. Fees are based on an annual charge se forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $26.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the fund $26.00 per participant in such accounts per year, is
billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge
is made for an account in the month that is opens or closes, as well as in each
month which the account remains open, regardless of the account balance.

Expenses. The Fund shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Fund with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Fund and the Transfer Agent or any affiliate thereof.

The following fee schedule shall apply to the INVESCO Value Equity Fund
and INVESCO Total Return Fund, two series of the Fund:

Account Maintenance Charges. Fees are based on an annual charge set forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $20.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the Fund $20.00 per participant in such accounts per year, is
billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge
is made for an account in the month that is opens or closes, as well as in each
month which the account remains open, regardless of the account balance.

Expenses. The Fund shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to eh
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Fund with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Fund and the Transfer Agent or any affiliate thereof.

Effective this lst day of May, 1996.

INVESCO VALUE TRUST

By: /s/ Dan J. Hesser
-----------------
Dan J. Hesser, President
ATTEST:

/s/ Glen A. Payne
- -----------------
Glen A. Payne, Secretary

INVESCO Funds Group, Inc.

By: /s/ Ronald L. Grooms
--------------------
Ronald L. Grooms
Senior Vice President
ATTEST:

/s/ Glen A. Payne
- -----------------
Glen A. Payne, Secretary

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 20 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated September 30, 1996, relating to the financial
statements and financial highlights appearing in the August 31, 1996, Annual
report to Shareholders of INVESCO Value Trust, which is also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectuses and under the
headings "Independent Accountants" and "Financial Statements" in the Statement
of Additional Information.

/s/ Price Waterhouse LLP
- -------------------------
Price Waterhouse LLP

Denver, Colorado
December 23, 1996

<ARTICLE> 6
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<NAME> INVESCO VALUE TRUST
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<NUMBER> 1
<NAME> INVESCO VALUE EQUITY FUND

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<PERIOD-END> AUG-31-1996
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<INVESTMENTS-AT-VALUE> 199383825
<RECEIVABLES> 1073941
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<DIVIDEND-INCOME> 4459132
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<NET-INVESTMENT-INCOME> 3014041
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<APPREC-INCREASE-CURRENT> 20794083
<NET-CHANGE-FROM-OPS> 24913877
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<DISTRIBUTIONS-OF-INCOME> 2995302
<DISTRIBUTIONS-OF-GAINS> 3086946
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<NUMBER-OF-SHARES-SOLD> 9902714
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<SHARES-REINVESTED> 277102
<NET-CHANGE-IN-ASSETS> 46874769
<ACCUMULATED-NII-PRIOR> 12616
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<GROSS-EXPENSE> 1857965
<AVERAGE-NET-ASSETS> 182371938
<PER-SHARE-NAV-BEGIN> 19.53
<PER-SHARE-NII> 0.35
<PER-SHARE-GAIN-APPREC> 3.09
<PER-SHARE-DIVIDEND> 0.35
<PER-SHARE-DISTRIBUTIONS> 0.38
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 22.24
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000789940
<NAME> INVESCO VALUE TRUST
<SERIES>
<NUMBER> 2
<NAME> INVESCO INTERMEDIATE GOVERNMENT BOND FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 39864436
<INVESTMENTS-AT-VALUE> 39627572
<RECEIVABLES> 416471
<ASSETS-OTHER> 12040
<OTHER-ITEMS-ASSETS> 3755
<TOTAL-ASSETS> 40059838
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 111334
<TOTAL-LIABILITIES> 111334
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 40688798
<SHARES-COMMON-STOCK> 3246858
<SHARES-COMMON-PRIOR> 2953843
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (503430)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (236864)
<NET-ASSETS> 39948504
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2716458
<OTHER-INCOME> 0
<EXPENSES-NET> 441522
<NET-INVESTMENT-INCOME> 2274936
<REALIZED-GAINS-CURRENT> 416138
<APPREC-INCREASE-CURRENT> (1505858)
<NET-CHANGE-FROM-OPS> (1089720)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2261908
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2283726
<NUMBER-OF-SHARES-REDEEMED> 2159851
<SHARES-REINVESTED> 169140
<NET-CHANGE-IN-ASSETS> 2609160
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (932596)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 235160
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 485381
<AVERAGE-NET-ASSETS> 39523098
<PER-SHARE-NAV-BEGIN> 12.64
<PER-SHARE-NII> 0.73
<PER-SHARE-GAIN-APPREC> (0.34)
<PER-SHARE-DIVIDEND> 12.30
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.30
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000789940
<NAME> INVESCO VALUE TRUST
<SERIES>
<NUMBER> 3
<NAME> INVESCO TOTAL RETURN FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 902220990
<INVESTMENTS-AT-VALUE> 1027436096
<RECEIVABLES> 6047057
<ASSETS-OTHER> 67458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1033550611
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1399453
<TOTAL-LIABILITIES> 1399453
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 903372268
<SHARES-COMMON-STOCK> 45674707
<SHARES-COMMON-PRIOR> 26892589
<ACCUMULATED-NII-CURRENT> 11343
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3552441
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 125215106
<NET-ASSETS> 1032151158
<DIVIDEND-INCOME> 15402155
<INTEREST-INCOME> 21637913
<OTHER-INCOME> (345592)
<EXPENSES-NET> 7477142
<NET-INVESTMENT-INCOME> 29217334
<REALIZED-GAINS-CURRENT> 6273916
<APPREC-INCREASE-CURRENT> 48298544
<NET-CHANGE-FROM-OPS> 54572460
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 29200386
<DISTRIBUTIONS-OF-GAINS> 4352151
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27294383
<NUMBER-OF-SHARES-REDEEMED> 9971539
<SHARES-REINVESTED> 1459274
<NET-CHANGE-IN-ASSETS> 468682668
<ACCUMULATED-NII-PRIOR> (6527)
<ACCUMULATED-GAINS-PRIOR> 1632704
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6025905
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7560720
<AVERAGE-NET-ASSETS> 843363290
<PER-SHARE-NAV-BEGIN> 20.95
<PER-SHARE-NII> 0.73
<PER-SHARE-GAIN-APPREC> 1.78
<PER-SHARE-DIVIDEND> 0.73
<PER-SHARE-DISTRIBUTIONS> 0.13
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 22.60
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

POWER OF ATTORNEY

The person executing this Power of Attorney hereby appoints Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and such Post-Effective Amendments to such Registration Statements of the
hereinafter described entities as such attorney-in-fact, or either of them, may
deem appropriate:

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.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.

This Power of Attorney, which shall not be affected by the disability of
the undersigned, is executed and effective as of the 23rd day of July, 1996.

/s/ Hubert L. Harris, Jr.
-------------------------
Hubert L. Harris, Jr.

STATE OF GEORGIA )
)
COUNTY OF DEKALB )

SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Hubert L. Harris, Jr.,
as a director or trustee of each of the above-described entities, this 23rd day
of July, 1996.

/s/ Cecilia Underwood
---------------------
Notary Public

My Commission Expires: October 14, 1997