INVESCO INTERNATIONAL FUNDS INC
497, 1996-05-16
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                       INVESCO INTERNATIONAL FUNDS, INC.
                             INVESCO European Fund
                           INVESCO Pacific Basin Fund
                       INVESCO International Growth Fund
                           Supplement to Prospectuses
                            dated February 29, 1996

INVESCO European Fund and INVESCO Pacific Basin Fund Only:
The section of the Funds'  Prospectus  entitled "Annual Fund Expenses" is hereby
amended to read as follows:

Annual Fund Expenses
The Funds whose shares are offered through this Prospectus are INVESCO  European
Fund and INVESCO Pacific Basin Fund. These Funds are 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                  European         Pacific Basin
Sales load "charge" on purchases..............    None             None
Sales load "charge" on reinvested dividends...    None             None
Redemption fees...............................    None             None
Exchange fees.................................    None             None

Annual Fund Operating Expenses
(as a percentage of average net assets)*
Management Fee................................    0.75%            0.75%
12b-1 Fees....................................    None             None
Other Expenses................................    0.73%            0.91%
  Transfer Agency Fee (1).....................    0.38%            0.46%
  General Services, Administrative Services,
  Registration, Postage (2,3).................    0.35%            0.45%
Total Fund Operating Expenses(2)..............    1.48%            1.66%

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

(2) The Funds' custodian fees were reduced under an expense offset  arrangement.
However,  as a result  of a new  requirement,  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 any reductions for periods prior to the fiscal year ended
October 31, 1995.

(3) Includes,  but is not limited to, fees and expenses of directors,  custodian
bank, legal counsel and independent  accountants,  securities  pricing services,
costs of  administrative  services  furnished under an  Administrative  Services
Agreement, costs of registration of Fund shares under applicable laws, and costs
of printing and distributing reports to shareholders.

Example*
        A shareholder  would pay the following  expenses on a $1,000  investment
for the periods shown, assuming (1) a 5% annual return and (2) redemption at the
end of each time period:

                              1 Year   3 Years  5 Years  10 Years
                              ------   -------  -------  --------

INVESCO European Fund           $15     $47      $81       $178
INVESCO Pacific Basin Fund      $17     $53      $91       $198

        The  purpose  of  the  foregoing   table  is  to  assist   investors  in
understanding  the various costs and expenses that an investor in the Funds will
bear directly or indirectly. Such expenses are paid from the Funds' assets. (See
"The Funds and Their  Management.")  The Funds charge no sales load,  redemption
fee or exchange fee and bear no distribution expenses. The Example should not be
considered a representation of past or future expenses,  and actual expenses may


<PAGE>



be  greater  or  less  than  those  shown.  The  assumed  5%  annual  return  is
hypothetical  and should not be  considered a  representation  of past or future
annual returns, which may be greater or less than the assumed amount.

*The expense  information in the above tables has been presented on a basis that
assumes that the Funds' current  transfer  agency fees had been in effect during
the year ended October 31, 1995.

The third paragraph in the section of the Funds' 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 each 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.

INVESCO International Growth Fund Only:
The section of the Fund's  Prospectus  entitled "Annual Fund Expenses" is hereby
amended to read as follows:

Annual Fund Expenses
        The Fund is 100%  no-load;  there are no fees to  purchase,  exchange or
redeem shares,  nor any ongoing  marketing  ("12b-1")  expenses.  Lower expenses
benefit Fund shareholders by increasing the Fund's total return.

Shareholder Transaction Expenses
Sales load "charge" on purchases................             None
Sales load "charge" on reinvested dividends.....             None
Redemption fees.................................             None
Exchange fees...................................             None

Annual Fund Operating Expenses
(as a percentage of average net assets)*
Management Fee..................................             1.00%
12b-1 Fees......................................             None
Other Expenses..................................             0.92%
  Transfer Agency Fee (1).......................             0.45%
  General Services, Administrative Services,
  Registration, Postage (2,3)...................             0.47%
Total Fund Operating Expenses(2)................             1.92%

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

(2) The Fund's custodian fees were reduced under an expense offset  arrangement.
However,  as a result  of a new  requirement,  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 any reductions for periods prior to the fiscal year ended
October 31, 1995.

(3) Includes,  but is not limited to, fees and expenses of directors,  custodian
bank, legal counsel and independent  accountants,  securities  pricing services,
costs of  administrative  services  furnished under an  Administrative  Services
Agreement, costs of registration of Fund shares under applicable laws, and costs
of printing and distributing reports to shareholders.


<PAGE>


Example*
        A shareholder  would pay the following  expenses on a $1,000  investment
for the periods shown, assuming (1) a 5% annual return and (2) redemption at the
end of each time period:

                   1 Year   3 Years   5 Years   10 Years
                   ------   -------   -------   --------
                    $20       $61       $105      $226

        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 Fund and Its Management.") This Fund charges no sales load,  redemption fee
or exchange fee and bears no  distribution  expenses.  The Example should not be
considered a representation of past or future expenses,  and actual expenses may
be  greater  or  less  than  those  shown.  The  assumed  5%  annual  return  is
hypothetical  and should not be  considered a  representation  of past or future
annual returns, which may be greater or less than the assumed amount.

*The expense  information in the above tables has been presented on a basis that
assumes that the Fund's current  transfer  agency fees had been in effect during
the year ended October 31, 1995.

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

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

The date of this Supplement is May 1, 1996.

<PAGE>

                        INVESCO International Funds, Inc.
           Supplement to Statement of Additional Information
                        Dated February 29, 1996

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

            The Transfer Agency Agreement provides that the Company 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 during each month.

The section of the Funds'  Statement of  Additional  Information  entitled  "The
Funds and Their  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 Emerging Opportunity Funds, Inc., INVESCO Growth Fund, Inc.,
      INVESCO Income Funds,  Inc., INVESCO Industrial Income Fund, 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 Fund  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
      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
      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.

            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr.


<PAGE>



      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
      INVESCO  Trust  Company.  Formerly,  Vice  President  of 440
      Financial Group from June 1990 to August 1992; Assistant Vice


<PAGE>


      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  Funds'  Statement  of  Additional
Information  entitled "The Funds and Their  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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