INVESCO Small Company Fund
Supplement to Prospectus
dated November 30, 1995
The section of the Fund's Prospectus entitled "Annual Fund Expenses" is 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 investment 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............................... 0.75%
12b-1 Fees................................... None
Other Expenses (after voluntary
expense limitation)(1)..................... 0.50%
Transfer Agency Fee(2)..................... 0.11%
General Services, Administrative Services,
Registration, Postage(3)................... 0.39%
Total Fund Operating Expenses
(after voluntary expense limitation)(1).... 1.25%
(1) Certain Fund expenses are being voluntarily absorbed by INVESCO Funds
Group, Inc. ("INVESCO") and INVESCO Management and Research, Inc.
("INVESCO Management") to ensure that the Fund's total operating expenses
do not exceed 1.00% (through April 30, 1996) and 1.25% (effective May 1,
1996) of the Fund's average net assets. In the absence of such voluntary
expense limitation, the Fund's "Other Expenses" and "Total Fund Operating
Expenses" in the above table would have been 0.57% and 1.32%,
respectively, of the Fund's average net assets based on the actual
expenses of the Fund for the fiscal year ended July 31, 1995.
(2) Consists of the transfer agency fee described under "Additional
Information -- Transfer and Dividend Disbursing Agent."
(3) Includes, but is not limited to, fees and expenses of directors,
custodian bank, legal counsel and auditors, 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.
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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
------ ------- ------- --------
$13 $40 $69 $152
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.") The 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 1.25% expense limitation had been in
effect during the year ended July 31, 1995.
The fourth paragraph in the section of the Fund's Prospectus entitled
"Investment Objective and Policies," is hereby amended to read as follows:
The Fund may invest up to 25% of its net assets in foreign
securities, and may invest up to 5% of its total assets in illiquid
securities. In addition, the Fund may purchase and sell covered call
options and cash secured puts. These practices and their risks are
discussed below under "Risk Factors."
The tenth paragraph in the section of Fund's Prospectus entitled "The Fund and
Its Management," is hereby amended to read as follows:
The Fund's expenses, which are accrued daily, are generally deducted
from the Fund's total income before dividends are paid. Total expenses of
the Fund for the fiscal year ended July 31, 1995, including investment
advisor fees (but excluding brokerage commissions which are a cost of
acquiring securities), amounted to 1.00% of the Fund's average net assets.
Certain Fund expenses are being absorbed by INVESCO and INVESCO Management
voluntarily pursuant to a commitment to the Fund in order to ensure that
the Fund's total expenses do not exceed 1.00% (through April 30, 1996) and
1.25% (effective May 1, 1996) of the Fund's average net assets. This
commitment may be changed following consultation with the Company's board
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of directors. In the absence of such voluntary expenses limitation, the
Fund's total expenses for the fiscal year ended July 31, 1995, would have
been 1.32% of the Fund's average net assets.
The fourth 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.
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INVESCO Diversified Funds, Inc.
Supplement to Statement of Additional Information
Dated November 30, 1995
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 a fee of $20.00 per shareholder account or omnibus account
participant per year. 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 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 Dynamics Fund, Inc., INVESCO Emerging Opportunity
Funds, 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 and The Global Health Sciences Fund. Address:
1315 Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935.
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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 INVESCO Trust Company.
Formerly, Vice President of 440 Financial Group from June 1990 to August
<PAGE>
1992; Asistant 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.
