INVESCO International Growth Fund
Supplement to Prospectus Dated February 28, 1995
The section of the Fund's Prospectus entitled "The Fund and Its Management" is
amended to replace the third through fifth paragraphs of the section with the
following:
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 October 31, 1994,
managed 14 mutual funds, consisting of 36 separate portfolios, with
combined assets of approximately $9.8 billion on behalf of over 849,000
shareholders.
Pursuant to an agreement with INVESCO, INVESCO Asset Management
Limited ("IAML") serves as the sub-adviser to the Fund. In that capacity,
IAML has the primary responsibility, under the supervision of INVESCO, for
providing portfolio management services to the Fund. IAML also is an
indirect wholly-owned subsidiary of INVESCO PLC. IAML also acts as
sub-adviser to the INVESCO European Fund, the INVESCO Pacific Basin Fund,
the INVESCO European Small Company Fund, and the INVESCO Latin American
Growth Fund. Although the Fund is not a party to the sub- advisory
agreement, that agreement has been approved by the shareholders of the
Fund.
The Fund is managed by a team of portfolio managers. A senior
investment policy group determines the country-by-country allocation of
the Fund's assets, overall stock selection methodology and the ongoing
implementation and risk control policies applicable to the Fund's
portfolio. Individual country specialists are responsible for managing
security selection for their assigned country's share of the allocation
within the parameters established by the investment policy group.
The Fund pays INVESCO a monthly advisory fee which is based upon a
percentage of the average net assets of the Fund, determined daily. The
maximum advisory fee payable under the agreement is computed at an annual
rate of 1.00% on the first $500 million of the Fund's average net assets;
0.75% on the next $500 million of the Fund's average net assets; and 0.65%
on the average net assets of the Fund in excess of $1 billion. For the
fiscal period ended October 31, 1994, the advisory fees paid to INVESCO
Funds Group, Inc., amounted to an annual rate of 1.00% of the average net
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assets of the Fund. While the portions of INVESCO's fees which are equal
to or higher than 0.75% of the Fund's net assets are 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 INVESCO International Growth Fund whose
assets are invested primarily in equity securities of companies located
outside the United States.
Out of the advisory fees which it receives from the Fund, INVESCO
pays IAML, as sub-adviser to the Fund, a monthly fee, which is computed at
the annual rates of 0.25% on the first $500 million of the Fund's average
net assets, 0.1875% on the next $500 million of the Fund's average net
assets and 0.1625% on the Fund's average net assets in excess of $1
billion. No fee is paid by the Fund to IAML.
The date of this Supplement is February 2, 1996
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INVESCO International Funds, Inc.
Supplement to Statement of Additional Information
Dated February 28, 1995
The subsection of the Statement of Additional Information entitled "The Funds
and Their Management - The Sub-Adviser" is amended to delete the second
paragraph of the subsection and to amend the first paragraph of the subsection
to read as follows:
The Sub-Adviser. INVESCO, as investment adviser, has contracted with
INVESCO Asset Management Limited ("IAML") to provide investment advisory
and research services on behalf of INVESCO European Fund, INVESCO Pacific
Basin Fund and INVESCO International Growth Fund. IAML has the primary
responsibility for providing portfolio investment management services to
these Funds. IAML is an indirect wholly-owned subsidiary of INVESCO PLC.
The subsection of the Statement of Additional Information entitled "The Funds
and Their Management - Sub-Advisory Agreement" is hereby amended to read as
follows:
Sub-Advisory Agreement. IAML serves as sub-adviser to the INVESCO
European and Pacific Basin Funds pursuant to a sub- advisory agreement (the
"European-Pacific Basin Sub-Agreement") with INVESCO that was assumed by
IAML from MIM International Limited ("MIL"), another indirect wholly-owned
subsidiary of INVESCO PLC, on November 10, 1995. The European-Pacific Basin
Sub- Agreement was approved on April 21, 1993, by a vote cast in person by
a majority of the directors of the Company, including a majority of the
directors who are not "interested persons" of the Company, INVESCO, IAML or
MIL at a meeting called for such purpose. Pursuant to authorizations
granted by the public shareholders of the respective Predecessor Funds at
meetings held on May 24, 1993, the respective Predecessor Funds, as the
initial shareholders of the INVESCO European and Pacific Basin Funds,
approved the European-Pacific Basin Sub-Agreement on June 24, 1993, for an
initial term expiring April 30, 1995. The European- Pacific Basin
Sub-Agreement has been continued by action of the board of directors until
April 30, 1996. Thereafter, the European- Pacific Basin Sub-Agreement may
be continued from year to year as to each Fund as long as each such
continuance is specifically approved by the board of directors of the
Company, or by a vote of the holders of a majority of the outstanding
shares of the Fund, as defined in the 1940 Act. Each such continuance also
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must be approved by a majority of the directors who are not parties to the
European-Pacific Basin Sub-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 European-Pacific Basin
Sub-Agreement may be terminated at any time without penalty by either party
or the Company 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.
IAML serves as sub-adviser to the INVESCO International Growth Fund
pursuant to a sub-advisory agreement (the "International Growth
Sub-Agreement") with INVESCO that was approved on October 25, 1995 by a
vote cast in person by a majority of the directors of the Company,
including a majority of the directors who are not "interested persons" of
the Company, INVESCO or IAML at a meeting called for such purpose. The
International Growth Sub- Agreement became effective on February 2, 1996
when it was approved by a majority of the shareholders of the Fund at a
meeting called for such purpose, and will remain in force for an initial
term expiring April 30, 1997. After the expiration of the initial term,
the International Growth Sub-Agreement may be continued from year to year
as long as each such continuance is specifically approved by the board of
directors of the Company, or by a vote of the holders of a majority of the
outstanding shares of the Fund, as defined in the 1940 Act. Each such
continuance also must be approved by a majority of the directors who are
not parties to the International Growth Sub-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
International Growth Sub-Agreement may be terminated at any time without
penalty by either party or the Company 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 European-Pacific Basin Sub-Agreement and the International Growth
Sub-Agreement (collectively, the "Sub- Agreements") provide that IAML,
subject to the supervision of INVESCO, shall manage the investment
portfolios of the Funds in conformity with each such Fund's investment
policies. These management services would include: (a) managing the
investment and reinvestment of all the assets, now or hereafter acquired,
of each Fund, and executing all purchases and sales of portfolio
securities; (b) maintaining a continuous investment program for the Funds,
consistent with (i) each Fund's investment policies as set forth in the
Company's Articles of Incorporation, Bylaws, and Registration Statement, as
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from time to time amended, under the 1940 Act, as amended, and in any
prospectus and/or statement of additional information of the Company, as
from time to time amended and in use under the 1933 Act and (ii) the
Company's status as a regulated investment company under the Internal
Revenue Code of 1986, as amended; (c) determining what securities are to be
purchased or sold for each Fund, unless otherwise directed by the directors
of the Company or INVESCO, and executing transactions accordingly; (d)
providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of long-range investment policy now or hereafter generally
available to investment advisory customers of IAML; (e) determining what
portion of each applicable Fund should be invested in the various types of
securities authorized for purchase by such Fund; and (f) making
recommendations as to the manner in which voting rights, rights to consent
to Company action and any other rights pertaining to the portfolio
securities of each applicable Fund shall be exercised.
The Sub- Agreements provide that, as compensation for its services,
IAML shall receive from INVESCO, at the end of each month, a fee based
upon the average daily value of the applicable Fund's net assets. With
respect to the INVESCO European and Pacific Basin Funds, the fee is
calculated at the annual rate of: 0.45% on the first $350 million of each
Fund's average net assets; 0.40% on the next $350 million of each Fund's
average net assets; and 0.35% on each Fund's average net assets in excess
of $700 million. With respect to the INVESCO International Growth Fund,
the fee is computed at the annual rate of: 0.25% on the first $500 million
of the Fund's average net assets, 0.1875% on the next $500 million of the
Fund's average net assets and 0.1625% on the Fund's average net assets in
excess of $1 billion. The sub-advisory fees are paid by INVESCO, NOT the
Funds.
The date of this Supplement is February 2, 1996
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