INVESCO EMERGING OPPORTUNITY FUNDS INC
497, 1996-05-16
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                          INVESCO Emerging Growth Fund
                            Supplement to Prospectus
                            Dated September 11, 1995

The section of the Fund's prospectus entitled "Investment Objective and Policies
- -- Other  Investment  Practices" is hereby amended to add the following as a new
sixth  paragraph  of  such  section,   without  deleting  any  of  the  existing
paragraphs:

        Put and Call  Options.  In order to hedge  its  portfolio,  the Fund may
purchase and write options on securities and indices.  These practices and their
risks  are  discussed  under  "Investment  Policies  and  Restrictions"  in  the
Statement of Additional Information.

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

        Transfer and Dividend Disbursing Agent.  INVESCO Funds Group, Inc., 7800
E. Union Ave.,  Denver,  Colorado 80237, acts as registrar,  transfer agent, and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which  provides  that the Fund will pay an annual fee of $20.00 per  shareholder
account or omnibus account  participant.  The transfer agency fee is not charged
to each shareholder's or participant's account, but is an expense of the Fund to
be  paid  from  the  Fund's  assets.  Registered  broker-dealers,   third  party
administrators of tax-qualified  retirement plans and other entities,  including
affiliates  of  INVESCO,  may  provide  sub-transfer  agency  or  record-keeping
services to the Fund which reduce or eliminate the need for  identical  services
to be provided on behalf of the Fund by INVESCO. In such cases,  INVESCO may pay
the third party an annual  sub-transfer  agency or record-keeping fee out of the
transfer agency fee which is paid to INVESCO by the Fund.

The date of this Supplement is May 1, 1996



<PAGE>


                   INVESCO Emerging Opportunity Funds, Inc.
           Supplement to Statement of Additional Information
                        Dated September 11, 1995

The  section  of  the  Fund's  Statement  of  Additional   Information  entitled
"Investment  Policies and Restrictions" is hereby amended by the addition of the
following   paragraphs   immediately   prior  to  the  sub-heading   "Investment
Restrictions," without deleting any of the existing paragraphs:

Options on Securities and Indices

      As discussed in the section of the Fund's Prospectus entitled  "Investment
Objective and  Policies,"  the Fund may purchase and write options on securities
and indices.  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.

      In addition to purchasing and writing options on securities,  the Fund may
purchase and write put and call options on stock indices. A stock index measures
the movement of a certain  group of stocks by assigning  relative  values to the
common stocks included in the


<PAGE>



index.  Options on stock indices are similar to options on securities.  However,
because  options on stock  indices do not involve the delivery of an  underlying
security,  the option represents the holder's right to obtain from the writer in
cash a fixed  multiple of the amount by which the exercise price exceeds (in the
case of a put) or is less than (in the case of a call) the closing  value of the
underlying index on the exercise date.

      Options  on  securities  and  indices  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 ("OCC") 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 Fund will generally  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  time. In such event it might not be possible to effect  closing
transactions in a particular option, with the result that the Fund would have to
exercise  the option in order to realize  any profit.  This would  result in the
Fund  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 the Fund as a
covered call option writer is unable to effect a closing purchase transaction in
a  secondary  market,  unless the Fund is  required  to deliver  the  securities
pursuant to the  assignment of an exercise  notice,  it will not be able to sell
the underlying security until the option expires.

      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)


<PAGE>



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 OCC, 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   and   indices  may  be  traded
over-the-counter  ("OTC") 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 Fund. With OTC options,  such variables as expiration  date,
exercise  price  and  premium  will be  agreed  upon  between  the  Fund 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,  the Fund would lose the premium  paid for the option as well as any
anticipated  benefit  of the  transaction.  The Fund will  engage in OTC  option
transactions only with primary U.S. Government  securities dealers recognized by
the Federal Reserve Bank of New York.

Paragraph  number  (1) of the  section  of the Fund's  Statement  of  Additional
Information   entitled   "Investment  Policies  and  Restrictions  -  Investment
Restrictions" is hereby amended to read as follows:

      (1) sell short or buy on margin,  except for the Fund's  writing of put or
      call options and except for such  short-term  credits as are necessary for
      the clearance of purchases of securities;

The unnumbered paragraph immediately following paragraph number (13) in the


<PAGE>



section of the Fund's Statement of Additional  Information  entitled "Investment
Policies and Restrictions - Investment Restrictions" is hereby deleted.

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

            The Transfer  Agency  Agreement  provides that the Fund shall pay to
      INVESCO an annual fee of $20.00 per shareholder account or omnibus account
      participant.  This fee is paid  monthly  at 1/12 of the  annual fee and is
      based upon the actual number of shareholder  accounts and omnibus  account
      participants  in existence  at any time during each month.  For the fiscal
      years ended May 31, 1995,  1994 and 1993,  the Fund paid INVESCO  transfer
      agency fees of $635,770 (prior to the voluntary absorption of certain Fund
      expenses by INVESCO), $362,259 and $203,346, respectively.

The section of the Fund's Statement of Additional Information entitled "The Fund
and Its  Management -- Officers and Directors of the Company" is hereby  amended
to (1) delete the second  through the  nineteenth  paragraphs and (2) substitute
the following new paragraphs in their place:

            All of the  officers and  directors  of the Company hold  comparable
      positions with INVESCO  Diversified  Funds,  Inc.,  INVESCO Dynamics Fund,
      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.
      All of the  directors  of the  Company  also serve as  trustees of INVESCO
      Value  Trust.  In addition,  all of the  directors of the Company 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.  All of the  officers of the Company also hold
      comparable  positions  with  INVESCO  Value  Trust.  Set  forth  below  is
      information with respect to each of the Company's  officers and directors.
      Unless otherwise  indicated,  the address of the directors and officers is
      Post Office Box 173706,  Denver,  Colorado 80217-3706.  Their affiliations
      represent their principal occupations during the past five years.

            CHARLES  W.  BRADY,*+  Chairman  of the  Board.  Chief
      Executive Officer and Director of INVESCO PLC, London, England,
      and of various subsidiaries thereof.  Chairman of the Board of
      INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series Trust


<PAGE>



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

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

            DAN J. HESSER,+* President and Director.  Chairman of the
      Board, President, and Chief Executive Officer of INVESCO Funds
      Group, Inc.; Director of INVESCO Trust Company.  Trustee of The
      Global Health Sciences Fund.  Born: December 27, 1939.

            VICTOR L.  ANDREWS,**  Director.  Professor  Emeritus,
      Chairman  Emeritus and Chairman of the CFO Roundtable of the
      Department of Finance of Georgia State University, Atlanta, Georgia;
      President, Andrews Financial Associates, Inc. (consulting firm);
      formerly, member of the faculties of the Harvard Business School
      and the Sloan School of Management of MIT.  Dr.  Andrews is also
      a Director of The Southeastern Thrift and Bank Fund, Inc.  and The
      Sheffield Funds, Inc.  Address: 4625 Jettridge Drive, Atlanta,
      Georgia.  Born: June 23, 1930.

            BOB R. BAKER,+** Director.  President and Chief Executive
      Officer of AMC Cancer Research Center, Denver, Colorado, since
      January 1989; until mid-December 1988, Vice Chairman of the Board
      of First Columbia Financial Corporation (a financial institution),
      Englewood, Colorado.  Formerly, Chairman of the Board and Chief
      Executive Officer of First Columbia Financial Corporation.  Address:
      1775 Sherman Street, #1000, Denver, Colorado.  Born: August 7,
      1936.

            LAWRENCE H. BUDNER,# Director.  Trust Consultant; prior
      to June 30, 1987, Senior Vice President and Senior Trust Officer of
      InterFirst Bank, Dallas, Texas.  Address: 7608 Glen Albens Circle,
      Dallas, Texas.  Born: July 25, 1930.

            DANIEL D. CHABRIS,+# Director.  Financial  Consultant;
      Assistant Treasurer of Colt Industries Inc., New York, New York,
      from 1966 to 1988.  Address: 15 Sterling Road, Armonk, New York.
      Born: August 1, 1923.


<PAGE>




            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr.
      Frazier was employed in various capacities by First Chicago Bank,
      most recently as Executive Vice President of the North American
      Banking Group.  Trustee of The Global Health  Sciences Fund.
      Director of Magellan Health Services, Inc. and of Charter Medical
      Corp. Address: 250 Williams Street, Suite 6000, Atlanta, Georgia.
      Born: June 23, 1944.

            HUBERT L. HARRIS, JR.*, Director.  President of INVESCO
      Services, Inc. (since January 1990).  Director of INVESCO PLC and
      Chief Financial Officer of INVESCO Individual Services Group.
      Member of the Executive Committee of the Alumni Board of Trustees
      of Georgia Institute of Technology.  Address: 1315 Peachtree
      Street, N.E., Atlanta, Georgia.  Born:  July 15, 1943.

            KENNETH T. KING,** Director.  Formerly, Chairman of the
      Board of The  Capitol  Life  Insurance  Company,  Providence
      Washington  Insurance  Company,  and  Director  of  numerous
      subsidiaries thereof in the U.S.  Formerly, Chairman of the Board of
      The Providence  Capitol  Companies in the United Kingdom and
      Guernsey.  Chairman of the Board of the Symbion Corporation (a
      high technology company) until 1987.  Address: 4080 North Circulo
      Manzanillo, Tucson, Arizona.  Born: November 16, 1925.

            JOHN W. McINTYRE,# Director.  Retired.  Formerly, Vice
      Chairman of the Board of Directors of The Citizens and Southern
      Corporation and Chairman of the Board and Chief Executive Officer
      of The Citizens and Southern  Georgia Corp. and Citizens and
      Southern National Bank.  Director of Golden Poultry Co., Inc.
      Trustee of The Global Health Sciences Fund and Gables Residential
      Trust.  Address: 7 Piedmont Center, Suite 100, Atlanta, Georgia.
      Born: September 14, 1930.

            GLEN A. PAYNE, Secretary.  Senior Vice President, General
      Counsel and  Secretary  of INVESCO  Funds  Group,  Inc.  and
      INVESCO Trust Company.  Formerly, employee of a U.S.  regulatory
      agency, Washington, D.C., (June 1973 through May 1989.) Born:
      September 25, 1947.

            RONALD L. GROOMS, Treasurer.  Senior Vice President and
      Treasurer  of INVESCO  Funds Group,  Inc. and INVESCO  Trust
      Company since January 1988.  Born: October 1, 1946.

            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice
      President of INVESCO Funds Group,  Inc. and Trust Officer of


<PAGE>


      INVESCO Trust Company.  Formerly,  Vice  President of 440 Financial  Group
      from  June  1990 to  August  1992;  Assistant  Vice  President  of  Putnam
      Companies from November 1986 to June 1990.
      Born: August 21, 1956.

            ALAN I. WATSON, Assistant Secretary.  Vice President of
      INVESCO Funds Group, Inc.  and Trust Officer of INVESCO Trust
      Company.  Born: September 14, 1941.

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

The ninth  paragraph  of the  section  of the  Fund's  Statement  of  Additional
Information entitled "The Fund and Its Management - Director  Compensation" (the
paragraph  immediately  following  footnote  6) is  hereby  amended  to  read as
follows:

            Messrs.  Brady,  Harris and Hesser,  as "interested  persons" of the
      Company and other funds in the INVESCO  Complex,  receive  compensation as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive  any  director's  fees or other  compensation  from the Company or
      other  funds in the  INVESCO  Complex  for their  services  as  directors.
      Because of the possibility that A.D. Frazier, Jr. may become employed by a
      company affiliated with INVESCO at some point in the future, he was deemed
      to be an "interested  person" of the Company and of the other funds in the
      INVESCO  Complex  effective  May 1, 1996.  Until such time as Mr.  Frazier
      actually becomes employed by an  INVESCO-affiliated  company,  however, he
      will continue to receive the same director's  fees and other  compensation
      as the Company's independent directors.

The date of this Supplement is May 1, 1996.








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