INVESCO VALUE TRUST
INVESCO Total Return Fund
Supplement to Prospectus dated January 1, 1998
The Section of the INVESCO Total Return Fund's Prospectus entitled "Annual
Fund Expenses" is amended to (1) delete the first paragraph and, (2) substitute
the following paragraph in its place:
The Fund is 100% no-load; there are no fees to purchase, exchange or
redeem shares. Effective June 1, 1998, the Fund is authorized to pay a
Rule 12b-1 distribution fee of up to one quarter of one percent of the
Fund's average net assets each year. (See "How Shares Can Be
Purchased.")
The Section of the INVESCO Total Return Fund's Prospectus entitled "How
Shares Can Be Purchased" is amended to add the following information at the end
of the Section:
Distribution Expenses. The Fund is authorized under a Plan and
Agreement of Distribution pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Plan") to use its assets to finance certain
activities relating to the distribution of its shares to investors.
The Plan applies to New Assets (new sales of shares, exchanges into
the Fund and reinvestments of dividends and capital gains
distributions) of the Fund on or after June 1, 1998. Under the Plan,
monthly payments may be made by the Fund to IDI to permit IDI, at its
discretion, to engage in certain activities, and provide certain
services approved by the board of trustees of the Trust in connection
with the distribution of the Fund's shares to investors. These
activities and services may include the payment of compensation
(including incentive compensation and/or continuing compensation based
on the amount of customer assets maintained in the Fund) to securities
dealers and other financial institutions and organizations, which may
include IFG and IDI affiliated companies, to obtain various
distribution-related and/or administrative services for the Fund. Such
services may include, among other things, processing new shareholder
account applications, preparing and transmitting to the Fund's
Transfer Agent computer processable tapes of all transactions by
customers, and serving as the primary source of information to
customers in answering questions concerning the Fund and their
transactions with the Fund.
In addition, other permissible activities and services include
advertising, the preparation and distribution of sales literature,
printing and distributing prospectuses to prospective investors, and
such other services and promotional activities for the Fund as may
from time to time be agreed upon by the Trust and its board of
trustees, including public relations efforts and marketing programs to
communicate with investors and prospective investors. These services
and activities may be conducted by the staff of IFG, IDI or their
affiliates or by third parties.
Under the Plan, the Trust's payments to IDI on behalf of the Fund
are limited to an amount computed at an annual rate of 0.25% of the
Fund's average net New Assets during the month. IDI is not entitled to
<PAGE>
payment for the Fund's overhead expenses under the Plan, but may be
paid for all or a portion of the compensation paid for salaries and
other employee benefits for the personnel of IFG or IDI whose primary
responsibilities involve marketing shares of the INVESCO funds,
including the Fund. Payment amounts by the Fund under the Plan, for
any month, may be made to compensate IDI for permissible activities
engaged in and services provided by IDI during the rolling 12-month
period in which that month falls. Therefore, any obligations incurred
by IDI in excess of the limitations described above will not be paid
by the Fund under the Plan, and will be borne by IDI. In addition, IDI
and its affiliates may from time to time make additional payments from
its revenues to securities dealers, financial advisers and financial
institutions that provide distribution- related and/or administrative
services for the Fund. No further payments will be made by the Fund
under the Plan in the event of the Plan's termination. Payments made
by the Fund may not be used to finance directly the distribution of
shares of any other Fund of the Trust or other mutual funds advised by
IFG or distributed by IDI. However, payments received by IDI which are
not used to finance the distribution of shares of the Fund become part
of IDI's revenues and may be used by IDI for activities that promote
distribution of any of the mutual funds advised by IFG. Subject to
review by the Fund's trustees, payments made by the Fund under the
Plan for compensation of marketing personnel, as noted above, are
based on an allocation formula designed to ensure that all such
payments are appropriate. IDI will bear any distribution- and
service-related expenses in excess of the amounts which are
compensated pursuant to the Plan. The Plan also authorizes any
financing of distribution which may result from IDI's use of its own
resources, including profits from investment advisory fees received
from a Fund, provided that such fees are legitimate and not excessive.
For more information, see "How Shares Can Be Purchased - Distribution
Plan" in the Statement of Additional Information.
The date of this Supplement is May 8, 1998.
<PAGE>
INVESCO VALUE TRUST
Supplement to Statement of Additional Information
dated January 1, 1998
The Section of the Trust's Statement of Additional Information entitled
"Investment Policies and Restrictions" is amended to (1) delete investment
restriction number 2, and (2) substitute the following in its place:
(2) With respect to seventy-five percent (75%) of the Total Return
Fund's total assets, purchase the securities of any one issuer
(except cash items and "government securities" as defined under
the 1940 Act), if the purchase would cause a Fund to have more
than 5% of the value of its total assets invested in the
securities of such issuer or to own more than 10% of the
outstanding voting securities of such issuer.
The Section of the Trust's Statement of Additional Information entitled
"How Shares Can Be Purchased" is amended to (1) delete the second paragraph, and
(2) substitute the following paragraph in its place:
Distribution Plan. As discussed in the Prospectuses, the Trust
has adopted a Plan and Agreement of Distribution (the "Plan") pursuant
to Rule 12b-1 under the 1940 Act. The Plan was approved on May 16,
1997 with respect to the Value Equity and Intermediate Government Bond
Funds and February 3, 1998 with respect to the Total Return Fund, at
meetings called for such purpose by a majority of the trustees of the
Trust, including a majority of the trustees who neither are
"interested persons" of the Trust nor have any financial interest in
the operation of the Plan ("12b-1 trustees"). The Plan was approved by
shareholders of the Value Equity and Intermediate Government Bond
Funds on October 28, 1997 and by shareholders of the Total Return Fund
on May 6, 1998.
The Section of the Trust'st Statement of Additional Information entitled
"How Shares Can Be Purchased" is amended to (1) delete the first sentence of the
third paragraph, and (2) substitute the following sentence in its place:
The Plan provides that these Funds may make monthly payments to
IDI of amounts computed at an annual rate no greater than 0.25% of
each Fund's new sales of shares, exchanges into the Fund and
reinvestments of dividends and capital gain distributions added on or
after November 1, 1997 with respect to the Value Equity and
Intermediate Government Bond Funds and June 1, 1998 with respect to
the Total Return Fund to compensate IDI for expenses incurred by it in
connection with the distribution of a Fund's shares to investors.
<PAGE>
The Section of the Trust's Statement of Additional Information entitled
"How Shares Can Be Purchased" is amended to (1) delete the fourth paragraph, and
(2) substitute the following paragraph in its place:
The Plan was not implemented until November 1, 1997 with respect
to the Value Equity and Intermediate Government Bond Funds and will
not be implemented until June 1, 1998 with respect to the Total Return
Fund. Therefore, for the fiscal year ended August 31, 1997, the Funds
made no payments to IFG (the predecessor of IFG as distributor of
shares of the Funds) under the Plan.
The date of this Supplement is May 8, 1998.
