INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund
INVESCO International Growth Fund
Supplement to Prospectuses 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
(with respect to the INVESCO European and INVESCO International Growth Funds
only) 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, 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
International Growth Fund Prospectus entitled "How Shares Can Be Purchased" are
amended (with respect to the INVESCO European and INVESCO International Growth
Funds only) to add the following information at the end of the Section:
Distribution Expenses. Each/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 each/the
Fund and reinvestments of dividends and capital gains distributions) of
each/the Fund after November 1, 1997. 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).
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(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.
<PAGE>
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. Also, any 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. 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.
The date of this Supplement is November 3, 1997.
<PAGE>
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 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. 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. The following disclosures
relate only to the European and International Growth Funds and do not
concern 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, 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
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. Therefore, for
the fiscal year ended August 31, 1997, no 12b-1 amounts were paid by the
European Fund or International Growth Fund.
<PAGE>
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
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.
<PAGE>
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
(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.
The date of this Supplement is November 3, 1997.
