INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund
INVESCO Pacific Basin Fund
INVESCO International Growth Fund
Supplement to Prospectus dated March 1, 1997
The Section of the INVESCO European and INVESCO Pacific Basin Funds'
Prospectus entitled "Annual Fund Expenses" and the Section of the INVESCO
International Growth Fund Prospectus entitled "Annual Fund Expenses" are amended
to (1) delete the first paragraph and, (2) substitute the following paragraph in
its place:
Each/The Fund is 100% no-load; there are no fees to purchase, exchange or
redeem shares. Effective November 1, 1997 (December 1, 1997 with respect
to the INVESCO Pacific Basin Fund), each/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 European and INVESCO Pacific Basin Funds'
Prospectus entitled "How Shares Can Be Purchased" and the Section of the INVESCO
Intermediate Growth Fund Prospectus entitled "How Shares Can Be Purchased" are
amended to add the following information at the end of the Section:
Distribution Expenses. Each/The Fund is authorized under a Plan and of
Agreement 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 each/the Fund and
reinvestments of dividends and capital gains distributions) of each/the
Fund after November 1, 1997 (December 1, 1997 with respect to the INVESCO
Pacific Basin Fund). Under the Plan, monthly payments may be made by
each/the Fund to IDI to permit IDI, at its discretion, to engage in certain
activities, and provide certain services approved by the board of directors
in connection with the distribution of each/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 each/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 each/the Fund. Such
services may include, among other things, processing new shareholder
account applications, preparing and transmitting to each/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(s) and their transactions with the Fund(s).
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In addition, other permissible activities and services include
advertising, the preparation and distribution of sales literature, printing
services and distributing prospectuses to prospective investors, and such
other and promotional activities for the Fund(s) as may from time to time
be agreed upon by IDI and the Board, 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 Company's payments to IDI on behalf of each/the
Fund are limited to an amount computed at an annual rate of 0.25% of each/
the Fund's average net New Assets during the month. IDI is not entitled to
payment for 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 IDI whose primary responsibilities involve marketing
shares of the INVESCO funds, including the Fund(s). Payment amounts by
each/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, although this period
is expanded to 24 months for obligations incurred during the first 24
months of each/the Fund's operations. Therefore, any obligations incurred
by IDI in excess of the limitations described above will not be paid by the
Fund(s) under the Plan, and will be borne by IDI. In addition, IDI may from
time to time make additional payments from its revenues to securities
dealers and other financial institutions that provide distribution-related
and/or administrative services for the Fund(s). No further payments will be
made by the Fund(s) under the Plan in the event of its termination.
Payments made by the Fund(s) may not be used to finance directly the
distribution of shares of any other Fund of the Company or other mutual
fund advised by IFG or distributed by IDI. However, payments received by
IDI which are not used to finance the distribution of shares of the Funds
become part of IDI's revenues and may be used by IDI for only permissible
activities for all of the mutual funds advised by IFG subject to review by
the Funds' directors. Payments made by each/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 the Funds, 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.
This Supplement supersedes the Supplement dated November 3, 1997.
The date of this Supplement is December 1, 1997.
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INVESCO INTERNATIONAL FUNDS, INC.
Supplement to Statement of Additional Information dated March 1, 1997
The Section of the Company's Statement of Additional Information entitled "How
Shares Can Be Purchased" is amended to add the following language after the
existing language in the Section:
The European , Pacific Basin and International Growth Funds have
adopted a Plan and Agreement of Distribution (the "Plan") pursuant to Rule
12b-1 under the 1940 Act, which was implemented on November 1, 1997
(December 1, 1997 with respect to the INVESCO Pacific Basin Fund (the
"Pacific Basin Fund")). The Plan was approved on May 16, 1997,
at a meeting called for such purpose by a majority of the directors of the
Company, including a majority of the directors who neither are
"interested persons" of the Company nor have any financial interest
in the operation of the Plan ("12b-1 directors"). The Plan was approved
by the shareholders of these Funds on October 28, 1997 (November 25, 1997
with respect to the Pacific Basin Fund).
The Plan provides that the Funds may make monthly payments to INVESCO
Distributors, Inc. ("IDI") of amounts computed at an annual rate no
greater than 0.25% of each Fund's new sales of shares, exchanges into the
Funds and reinvestments of dividends and capital gain distributions added
after November 1, 1997 (December 1, 1997 with respect to the Pacific Basin
Fund), to reimburse the Funds for expenses incurred by them in connection
with the distribution of their shares to investors. Payments by a Fund
under the Plan, for any month, may only be made to compensate or pay
expenditures incurred during the rolling 12-month period in which that
month falls. For the fiscal year ended August 31, 1997, the Funds had not
made any payments to INVESCO Funds Group, Inc. ("IFG") (the predecessor of
IDI as distributor of shares of the Funds) under the Plan. As noted in the
Prospectuses, one type of expenditure permitted by the Plan is the payment
of compensation to securities companies, and other financial institutions
and organizations, which may include IDI-affiliated companies, in order to
obtain various distribution-related and/or administrative services for the
Funds. Each Fund is authorized by the Plan to use its assets to finance the
payments made to obtain those services. Payments will be made by IDI to
broker-dealers who sell shares of a Fund and may be made to banks, savings
and loan associations and other depository institutions. Although the
Glass-Steagall Act limits the ability of certain banks to act as
underwriters of mutual fund shares, the Funds do not believe that these
limitations would affect the ability of such banks to enter into
arrangements with IDI, but can give no assurance in this regard. However,
to the extent it is determined otherwise in the future, arrangements with
banks might have to be modified or terminated, and, in that case, the size
of one or more of the Funds possibly could decrease to the extent that the
banks would no longer invest customer assets in a particular Fund. Neither
the Company nor its investment adviser will give any preference to banks or
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other depository institutions which enter into such arrangements when
selecting investments to be made by each Fund.
The Plan was not implemented until November 1, 1997 (December 1, 1997
with respect to the Pacific Basin Fund). Therefore, for the fiscal year
ended August 31, 1997, no 12b-1 amounts were paid by the Funds.
The nature and scope of services which are provided by securities
dealers and other organizations may vary by dealer but include, among other
things, processing new stockholder account applications, preparing and
transmitting to the Company's Transfer Agent computer-processable tapes of
each Fund's transactions by customers, serving as the primary source of
information to customers in answering questions concerning each Fund, and
assisting in other customer transactions with each Fund.
The Plan provides that it shall continue in effect with respect to
each Fund for so long as such continuance is approved at least annually by
the vote of the board of directors cast in person at a meeting called for
the purpose of voting on such continuance. The Plan can also be terminated
at any time with respect to any Fund, without penalty, if a majority of
the 12b-1 directors, or shareholders of such Fund, vote to terminate the
Plan. The Company may, in its absolute discretion, suspend, discontinue or
limit the offering of its shares of any Fund at any time. In determining
whether any such action should be taken, the board of directors intends to
consider all relevant factors including, without limitation, the size of a
particular Fund, the investment climate for any particular Fund, general
market conditions, and the volume of sales and redemptions of a Fund's
shares. The Plan may continue in effect and payments may be made under the
Plan following any such temporary suspension or limitation of the offering
of a Fund's shares; however, neither Fund is contractually obligated to
continue the Plan for any particular period of time. Suspension of the
offering of a Fund's shares would not, of course, affect a shareholder's
ability to redeem his shares. So long as the Plan is in effect, the
selection and nomination of persons to serve as independent directors of
the Company shall be committed to the independent directors then in office
at the time of such selection or nomination. The Plan may not be amended to
increase materially the amount of any Fund's payments thereunder without
approval of the shareholders of that Fund, and all material amendments to
the Plan must be approved by the board of directors, including a majority
of the 12b-1 directors. Under the agreement implementing the Plan, IDI or
the Funds, the latter by vote of a majority of the 12b-1 directors, or of
the holders of a majority of a Fund's outstanding voting securities, may
terminate such agreement as to that Fund without penalty upon 30 days'
written notice to the other party. No further payments will be made by a
Fund under the Plan in the event of its termination as to that Fund.
To the extent that the Plan constitutes a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act, it shall remain in effect as
such, so as to authorize the use of each Fund's assets in the amounts and
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for the purposes set forth therein, notwithstanding the occurrence of an
assignment, as defined by the 1940 Act, and rules thereunder. To the extent
it constitutes an agreement pursuant to a plan, each Fund's obligation to
make payments to IDI shall terminate automatically, in the event of such
"assignment," in which case the Funds may continue to make payments
pursuant to the Plan to IDI or another organization only upon the approval
of new arrangements, which may or may not be with IDI, regarding the use of
the amounts authorized to be paid by it under the Plan, by the directors,
including a majority of the 12b-1 directors, by a vote cast in person at a
meeting called for such purpose.
Information regarding the services rendered under the Plan and the
amounts paid therefor by the Funds are provided to, and reviewed by, the
directors on a quarterly basis. On an annual basis, the directors
consider the continued appropriateness of the Plan and the level of
compensation provided therein.
The only directors or interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, of the Company who have a direct or
indirect financial interest in the operation of the Plan are the officers
and directors of the Company listed herein under the section entitled "The
Funds And Their Management--Officers and Directors of the Company" who are
also officers either of IDI or companies affiliated with IDI. The benefits
which the Company believes will be reasonably likely to flow to it and its
shareholders under the Plan include the following:
(1) Enhanced marketing efforts, if successful, should result in an
increase in net assets through the sale of additional shares and
afford greater resources with which to pursue the investment
objectives of the Funds;
(2) The sale of additional shares reduces the likelihood that
redemption of shares will require the liquidation of securities of
the Funds in amounts and at times that are disadvantageous for
investment purposes;
(3) The positive effect which increased Fund assets will have on
its revenues could allow IFG and its affiliated companies:
(a) To have greater resources to make the financial commitments
necessary to improve the quality and level of each Fund's
shareholder services (in both systems and personnel),
(b) To increase the number and type of mutual funds
available to investors from IFG and its affiliated companies
(and support them in their infancy), and thereby expand the
investment choices available to all shareholders, and
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(c) To acquire and retain talented employees who desire
to be associated with a growing organization; and
(4) Increased Fund assets may result in reducing each investor's share
of certain expenses through economies of scale (e.g. exceeding
established breakpoints in the advisory fee schedule and
allocating fixed expenses over a larger asset base), thereby
partially offsetting the costs of the Plan.
This Supplement supersedes the Supplement dated November 3, 1997.
The date of this Supplement is December 1, 1997.
