INVESCO COMBINATION STOCK & BOND FUNDS INC
497, 1999-06-09
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                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                              INVESCO Balanced Fund

               Supplement to Prospectus Dated December 1, 1998

Effective May 28, 1999, the fiscal year end of the Company was changed from July
31 to May 31.

Effective  May 28, 1999,  the cover page of the Fund's  Prospectus is amended to
(1) delete the second paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESCO Combination Stock & Bond Funds, Inc.
      (formerly, INVESCO Flexible Funds, Inc.) (the "Company"), a
      diversified, managed no-load mutual fund.  This Prospectus relates to
      INVESCO Balanced Fund.  Separate prospectuses are available upon
      request from INVESCO Distributors, Inc. for the Company's other Funds,
      INVESCO Industrial Income Fund and INVESCO Total Return Fund.
      Investors may purchase shares of any or all of the Funds.  Additional
      funds may be offered in the future.

Effective May 13, 1999, the section of the Fund's  Prospectus  entitled  "Annual
Fund expenses" is amended to (1) delete the Annual Fund Operating Expenses table
and (2) substitute the following in its place:

      ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
      Management Fee                                  0.60%
      12b-1 Fees                                      0.25%
      Other Expenses(1)                               0.40%
      Total Fund Operating Expenses(1)                1.25%

      (1) It should be noted that the Fund's  actual  total  operating  expenses
          were lower than the figures  shown,  because the Fund's  distribution,
          custodian and transfer  agency fees were reduced under expense  offset
          arrangements.  However, as a result of an SEC 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  reductions
          for  periods  prior to the fiscal year ended July 31,  1996.  See "The
          Fund And Its Management."

Effective May 13, 1999, the section of the Fund's  Prospectus  entitled  "Annual
Fund  Expenses - Example" is amended to (1) delete the first  paragraph  and (2)
substitute the following in its place:

      A shareholder would pay the following  expenses on a $1,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the  Fund's  assets and are  deducted  from the amount of income
      available for distribution to shareholders;  they are not charged directly
      to shareholder accounts.)

            1 Year      3 Years     5 Years     10 Years
            $13         $40         $69         $152

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks - Illiquid and Rule 144A  Securities" is amended
to (1) delete the section in its entirety and (2)  substitute  the  following in
its place:

      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.
<PAGE>
      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks - Delayed Delivery Or When-Issued  Purchases" is
amended to (1) delete the first  sentence of the section and (2)  substitute the
following sentence in its place:

      The  Fund  may  purchase  or  sell   securities   on  a   when-issued   or
      delayed-delivery  basis - that is,  with  settlement  taking  place in the
      future.

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks -  Securities  Lending" is amended to (1) delete
the first sentence of the section and (2) substitute the following in its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.

Effective  June 1, 1999,  the  section of the Fund's  Prospectus  entitled  "The
Investment   Policies  And  Risks  -  Futures,   Options  and  Other  Derivative
Instruments"  is  amended to (1) delete  the  section  in its  entirety  and (2)
substitute the following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.

      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to manage  the risk of its  investments  or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward   contracts,   swaps,   caps,   floors,  and  collars
      (collectively  "  Financial  Instruments").  For  descriptions  and  other
      information on these  Financial  Instruments and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments  may be used in an  attempt  to manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that can  cause  fluctuations  in its net  asset  value.  The Fund may use
      Financial  Instruments  to increase or decrease  its  exposure to changing
      securities  prices,  interest  rates,  currency  exchange  rates  or other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments  sometimes  referred  to  as  derivatives,   such  as  indexed
      securities,   mortgage-backed  and  other  asset-backed  securities,   and
      stripped interest and principal of debt.

      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  (other than those related to foreign  currency) if the Fund is
      authorized to take a position in the type of asset to which the return on,
      or value of, the Financial Instrument is primarily related. Therefore, for
      example,  if the Fund is  authorized  to  invest in a  particular  type of
      security  (such as an equity  security),  it could take a  position  in an
      option on an index relating to equity securities.
<PAGE>
Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies  And Risks -  Investment  Restrictions"  is amended to (1)
delete the section in its  entirety  and (2)  substitute  the  following  in its
place:

      INVESTMENT RESTRICTIONS.
      The Fund is subject to a variety of restrictions regarding its investments
      that are identified in the Statement of Additional Information. Certain of
      the Fund's investment  restrictions are fundamental and may not be altered
      without the approval of the Fund's shareholders. For example, with respect
      to 75% of its total  assets,  the Fund may not purchase the  securities of
      any one issuer  (other than  securities  issued or  guaranteed by the U.S.
      government or any of its agencies or  instrumentalities,  or securities of
      other  investment  companies) if the purchase would cause the Fund to have
      more than 5% of its total  assets  invested  in the issuer or to have more
      than 10% of the outstanding voting securities of that issuer. In addition,
      the Fund  may not  purchase  the  securities  of any  issuer  (other  than
      securities  issued  or  guaranteed  by the U.S.  government  or any of its
      agencies or  instrumentalities  or municipal  securities) if, as a result,
      more  than  25% of the  Fund's  total  assets  would  be  invested  in the
      securities of companies  whose  principal  business  activities are in the
      same  industry.  Other  fundamental  restrictions  prohibit  the Fund from
      lending  more that 33 1/3% of its total  assets to other  parties and from
      borrowing  money in an  aggregate  amount  exceeding  33 1/3% of its total
      assets

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And Its Management" is amended to add the following after the second sentence of
the tenth paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% on the Fund's average net assets from $4 billion; 0.375% on
      the Fund's  average net assets  from $6  billion;  and 0.35% on the Fund's
      average net assets from $8 billion.

The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in their place:

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling are represented by stock  certificates,  the certificates must
      be sent to INVESCO before we can process your redemption.

The date of this Supplement is June 1, 1999.
<PAGE>
                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                       INVESCO Multi-Asset Allocation Fund

               Supplement to Prospectus Dated December 1, 1998

Effective May 13, 1999, the section of the Fund's  Prospectus  entitled  "Annual
Fund Expenses is amended to (1) delete the Annual Fund Operating  Expenses table
and (2) substitute the following in its place:

      ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
      Management Fee                                  0.75%
      12b-1 Fees                                      0.25%
      Other Expenses(1)(2)                            0.57%
      Total Fund Operating Expenses(1)(2)             1.54%

      (2) It should be noted that the Fund's  actual  total  operating  expenses
          were lower than the figures shown,  because the Fund's  custodian fees
          were reduced under an expense offset arrangement. However, as a result
          of an SEC  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 reductions for periods prior to the
          fiscal year ended July 31, 1996. See "The Fund And Its Management."
      (3) Certain expenses of the Fund are being absorbed by INVESCO and IMR. In
          the absence of such absorbed expenses, the Fund's "Other Expenses" and
          "Total  Fund  Operating  Expenses"  would  have been  0.95% and 1.95%,
          respectively,  based on the Fund's actual expenses for the fiscal year
          ended July 31, 1998.

Effective May 13, 1999, the section of the Fund's  Prospectus  entitled  "Annual
Fund  Expenses - Example" is amended to (1) delete the first  paragraph  and (2)
substitute the following in its place:

      A shareholder would pay the following  expenses on a $1,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the  Fund's  assets and are  deducted  from the amount of income
      available for distribution to shareholders;  they are not charged directly
      to shareholder accounts.)

            1 Year      3 Years     5 Years     10 Years
            $16         $49         $85         $185

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
and Its Management" is amended to add the following after the second sentence of
the sixth paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% on the Fund's average net assets from $4 billion; 0.375% on
      the Fund's  average net assets  from $6  billion;  and 0.35% on the Fund's
      average net assets from $8 billion.

Effective June 11, 1999, the Multi-Asset  Allocation Fund,  pursuant to approval
of the shareholders of the Fund of a Plan of Reorganization and Termination at a
special meeting held May 20, 1999, will be merged into INVESCO  Balanced Fund, a
series of INVESCO Combination Stock & Bond Funds, Inc.

The date of this Supplement is June 1, 1999.

<PAGE>
                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                         INVESCO Industrial Income Fund

                 Supplement to Prospectus Dated May 28, 1999

Pursuant to a shareholder vote,  INVESCO Industrial Income Fund (the "Fund") was
reorganized into a new series of INVESCO  Combination  Stock & Bond Funds,  Inc.
(the "Company").  The  reorganization  was completed May 28, 1999. To the extent
applicable,  the Fund's Prospectus is revised to reflect this reorganization and
the May 28, 1999 date of the Fund's Prospectus.

At the time of the  reorganization,  the Fund's fiscal year end was changed from
June 30 to May 31.

In  addition,  the  following  specific  changes are made to the Fund's  printed
Prospectus:

The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is revised
to (1) delete  footnote (2) to the Annual Fund Operating  Expenses table and (2)
substitute the following in its place:

      (2) Under advisory fee breakpoints  voluntarily agreed to by INVESCO which
      became  contractual  on May 15,  1997 and were in effect  prior to May 12,
      1999,  the  management  fee paid by the Fund was reduced to the  following
      annual  rates:  0.45% on daily net assets over $2 billion but less than $4
      billion  and 0.40% on daily net assets  over $4  billion  but less than $5
      billion.  Effective  May 13, 1999,  the following  additional  contractual
      breakpoints  were agreed upon:  0.45% on daily net assets from $2 billion,
      0.40% on daily net assets from $4 billion, 0.375% on daily net assets from
      $6 billion and 0.35% on daily net assets from $8 billion.

The Annual Fund Operating  Expenses table and the remainder of the footnotes are
not affected by this change.

The section of the Fund's Prospectus entitled "Financial  Highlights" is revised
to (1) delete the introductory paragraph and (2) substitute the following in its
place:

      The following information has been audited by PricewaterhouseCoopers  LLP,
      independent  accountants.  This information  should be read in conjunction
      with the  audited  financial  statements  and the  Report  of  Independent
      Accountants  thereon  appearing  in  the  Fund's  1998  Annual  Report  to
      Shareholders and the unaudited financial statements and accompanying notes
      in the Fund's  Semi-Annual Report to Shareholders for the six-month period
      ended  December  31, 1998 which are  incorporated  by  reference  into the
      Statement of Additional Information.  Both are available without charge by
      contacting  IDI at the  address or  telephone  number on the back cover of
      this  Prospectus.  The Annual Report and  Semi-Annual  Report also contain
      more information about the Fund's performance.

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights" is revised to insert the following column on the lefthand side:
<PAGE>
                                                      Six Months
                                                      Ended
                                                      December 31, 1998

                                                      Unaudited

PER SHARE DATA

      Net Asset Value - Beginning of Period           $16.18

      INCOME FROM INVESTMENT OPERATIONS
      Net Investment Income                           0.19
      Net Gains on Securities
        (Both Realized and Unrealized)                0.38
      Total from Investment Operations                0.57

      LESS DISTRIBUTIONS
      Dividends from Net Investment Income(+)         0.18
      In Excess of Net Investment Income              0.00
      Distributions from Capital Gains                1.51
      Total Distributions                             1.69

      Net Asset Value - End of Period                 $15.06

      Total Return                                    4.00%(*)

      Ratios
      Net Assets - End of Period ($000 Omitted)       $4,901,933
      Ratio of Expenses to Average Net Assets         0.46%(@)
      Ratio of Net Investment Income to Average
        Net Assets(#)                                 1.19%(*)
      Portfolio Turnover Rate                         21.0%(*)

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  revised  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

      + Distributions in excess of net investment income for the year ended June
      30,  1998  aggregated  less than  $0.01 on a per share  basis.
      * Based on  operations  for the  period  shown and, accordingly,  are not
      representative of a full year.
      # Various expenses of the Fund were voluntarily absorbed by INVESCO for
      the six months ended December 31, 1998 and for the years ended June 30,
      1998,  1997,  1996,  1995,  1994 and 1993. If such  expenses  had not been
      voluntarily absorbed,  ratio of expenses to average net assets  would have
      been 0.46% (not annualized), 0.90%,  0.98%, 0.96%, 0.97%, 0.95% and 0.98%,
      respectively, and ratio of net  investment  income to  average  net assets
      would have been 1.19% (not annualized), 2.35%,  2.51%, 3.14%, 3.58%, 3.08%
      and 2.92%,  respectively. @ Ratio is based on Total  Expenses of the Fund,
      less Expenses Absorbed by Investment Adviser,  which is before any expense
      offset arrangements.

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Objective And Strategy" is amended to (1) delete the first sentence
of the second paragraph and (2) substitute the following in its place:

      The Fund's  investments in equity securities are limited to those that are
      marketable in the United States.

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks - Rule 144A Securities" is revised to (1) delete
the section in its entirety,  and (2)  substitute  the following  section in its
place:
<PAGE>
      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.

      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks -  Securities  Lending" is revised to (1) delete
the first sentence of the section and (2)  substitute the following  sentence in
its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
revised to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

      The Company is a no-load mutual fund,  registered  with the Securities and
      Exchange  Commission  as a  diversified,  open-end  management  investment
      company.  It was  incorporated  on  August  19,  1993,  under  the laws of
      Maryland.  On September  10, 1998,  the name of the Company was changed to
      INVESCO Flexible Funds,  Inc. On October 29, 1998, the name of the Company
      was changed to INVESCO  Combination  Stock & Bond  Funds,  Inc. On May 28,
      1999,  the Company  assumed all of the assets and  liabilities  of INVESCO
      Industrial  Income Fund,  Inc.,  which was  incorporated on March 20, 1959
      under the laws of Maryland and first  publicly  offered shares on February
      1, 1960.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
revised to (1) delete the first five  sentences of the ninth  paragraph  and (2)
substitute the following in its place:

      The Fund  pays  INVESCO  a  monthly  management  fee that is based  upon a
      percentage  of  the  Fund's  average  net  assets  determined  daily.  The
      management  fee is computed at the following  annual  rates:  0.60% on the
      first $350  million of the Fund's  average net  assets;  0.55% on the next
      $350  million  of the  Fund's  average  net assets and 0.50% on the Fund's
      average net assets from $700 million.  The following  additional  advisory
      fee  breakpoints,  which  have been  contractual  since  May 14,  1997 and
      voluntary  from October 15, 1992 through May 13,  1997,  are  currently in
      effect:  0.45% on the Fund's  average  net assets over $2 billion but less
      than $4 billion and 0.40% on the Fund's average net assets over $4 billion
      but less than $5 billion. Effective May 13, 1999, the following additional
      advisory  fee  breakpoints  are  contractual  and are in effect:  0.45% on
      average net assets  from $2  billion,  0.40% on average net assets from $4
      billion,  0.375% on the Fund's  average net assets  from $6  billion;  and
      0.35% on the Fund's average net assets from $8 billion.
<PAGE>
The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is revised to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is revised to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling are represented by stock  certificates,  the certificates must
      be sent to INVESCO before we can process your redemption.

The date of this Supplement is May 28, 1999.

<PAGE>
                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                            INVESCO Total Return Fund

                 Supplement to Prospectus Dated May 28, 1999

Pursuant to a  shareholder  vote,  INVESCO  Total  Return Fund (the  "Fund") was
reorganized into a new series of INVESCO  Combination  Stock & Bond Funds,  Inc.
(the "Company").  The  reorganization  was completed May 28, 1999. To the extent
applicable,  the Fund's Prospectus is revised to reflect this reorganization and
the May 28, 1999 date of the Fund's Prospectus.

At the time of the  reorganization,  the Fund's fiscal year end was changed from
August 31 to May 31.

In  addition,  the  following  specific  changes are made to the Fund's  printed
Prospectus:

The cover page of the  Prospectus is revised to (1) delete the second  paragraph
in its entirety and (2) substitute the following in its place:

      The Fund is a series of INVESCO Combination Stock & Bond Funds, Inc.
      (the "Company"), a diversified, managed, no-load mutual fund.  This
      Prospectus relates to shares of the INVESCO Total Return Fund.
      Separate prospectuses are available upon request from INVESCO
      Distributors, Inc. for the Company's other funds.  Investors may
      purchase shares of any or all of the Funds.  Additional funds may be
      offered in the future.

The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is revised
to (1) delete  footnote 1 to the Annual Fund  Operating  Expenses  table and (2)
substitute the following in its place:

          1.   Under advisory fee breakpoints  agreed to by INVESCO,  which were
               in effect prior to May 13, 1999,  the  management fee paid by the
               Fund has been  reduced  to an  annual  rate of 0.45% on daily net
               assets  over $2  billion,  0.40%  on  daily  net  assets  over $4
               billion,  0.375% on daily net assets over $5 billion and 0.35% on
               daily net assets over $6 billion.  Effective  May 13,  1999,  the
               following  contractual  breakpoints are in effect: 0.45% on daily
               net assets  from $2  billion,  0.40% on daily net assets  from $4
               billion,  0.375% on daily net assets from $6 billion and 0.35% on
               daily net assets from $8 billion.  In the absence of such expense
               limitation, the Fund's "Management Fee" and "Total Fund Operating
               Expenses" would have been 0.58% and 1.04%, respectively, based on
               the Fund's  actual  expenses for the fiscal year ended August 31,
               1998.
The  remainder of the table and the  remainder of the footnotes are not affected
by this change.

The section of the Fund's Prospectus  entitled "Annual Fund Expenses Example" is
amended to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

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

            1 Year      3 Years     5 Years     10 Years
            $11         $33         $57         $126

The section of the Fund's Prospectus entitled "Financial  Highlights" is revised
to delete the  introductory  paragraph and (2)  substitute  the following in its
place:
<PAGE>
      The  following  information  for each of the four years  ended  August 31,
      1998,  the  eight-month  period ended August 31, 1993 and each of the five
      years ended  December 31, 1992 has been audited by  PricewaterhouseCoopers
      LLP,  independent  accountants.  Prior years'  information  was audited by
      another  independent  accounting firm. This information  should be read in
      conjunction with the Report of Independent  Accountants  thereon appearing
      in the  Fund's  1998  Annual  Report  to  Shareholders  and the  unaudited
      financial  statements  and  accompanying  notes in the Fund's  Semi-Annual
      Report to  Shareholders  for the six-month  period ended February 28, 1999
      which are  incorporated  by reference  into the  Statement  of  Additional
      Information.  Both are  available  without  charge by  contacting  INVESCO
      Distributors,  Inc., at the address or telephone  number on the back cover
      of this Prospectus.  All per share data has been adjusted to reflect an 80
      to 1 stock split which was effected on January 2, 1991.

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights" is revised to insert the following column on the lefthand side:

                                                      Six Months
                                                      Ended
                                                      February 28, 1999
                                                      -----------------
                                                      Unaudited

      PER SHARE DATA

      Net Asset Value - Beginning of Period           $28.16

      INCOME FROM INVESTMENT OPERATIONS
      Net Investment Income                           0.37
      Net Gains on Securities
        (Both Realized and Unrealized)                3.30

      Total from Investment Operations                3.67

      LESS DISTRIBUTIONS
      Dividends from Net Investment Income            0.37
      In Excess of Net Investment Income              0.00
      Distributions from Capital Gains                0.82
      Total Distributions                             1.19

      Net Asset Value - End of Period                 $30.64

      Total Return                                    13.05%(*)

      Ratios
      Net Assets - End of Period ($000 Omitted)       $3,236,926
      Ratio of Expenses to Average Net Assets(#)      0.41%(@)
      Ratio of Net Investment Income to Average
        Net Assets(#)                                 1.24%(*)
      Portfolio Turnover Rate                         5%(*)

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  revised  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

     ^  From January 1, 1993 to August 31, 1993.
     +  Distributions  in excess of net  investment  income  for the year ended
     August 31, 1995  aggregated  less than $0.01 on a per share basis.
     * Based on  operations  for the  period  shown  and,  accordingly,  are not
     representative of a full year.
<PAGE>
     # Various expenses of the Fund were voluntarily absorbed by INVESCO for the
     six months ended February 28, 1999 and for the years ended August 31, 1998,
     December  31,  1989 and 1988.  If such  expenses  had not been  voluntarily
     absorbed,  Ratio of Expenses  to Average  Net Assets  would have been 0.42%
     (not annualized),  0.80%, 1.05% and 1.21%,  respectively,  and Ratio of Net
     Investment  Income  to  Average  Net  Assets  would  have been  1.23%  (not
     annualized), 2.81%, 5.41% and 5.35%, respectively.
     @ Ratio is based on Total Expenses of the Fund,  less Expenses  Absorbed by
     Investment Adviser, which is before any expense offset arrangements.
     ~ Annualized

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Objective  And  Policies" is amended to delete the second and third
sentences of the last paragraph.

Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors - Forward Foreign  Currency  Contracts" is amended to delete the section
in its entirety.

Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors - Repurchase  Agreements"  is amended to (1) delete the paragraph in its
entirety, and (2) substitute the following in its place:

      REPURCHASE AGREEMENTS.
      The  Fund  may  invest  money,  for as  short a time as  overnight,  using
      repurchase  agreements  ("repos").  With  a  repo,  the  Fund  buys a debt
      instrument,  agreeing simultaneously to sell it back to the prior owner at
      an  agreed-upon  price and on an  agreed-upon  date.  The Fund could incur
      costs or delays  in  seeking  to sell the  instrument  if the prior  owner
      defaults on its  repurchase  obligation.  To reduce that risk,  securities
      that are the subject of a repurchase agreement will be maintained with the
      Fund's custodian in an amount at least equal to the repurchase price under
      that agreement (including accrued interest).  These agreements are entered
      into only with member  banks of the  Federal  Reserve  System,  registered
      broker-dealers, and registered U.S. government securities dealers that are
      deemed  creditworthy  under  standards  established by the Fund's Board of
      Directors.

Effective June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risks
Factors - Illiquid  Securities"  is  amended  to (1)  delete the  section in its
entirety and (2) substitute the following in its place:

      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.

      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.
<PAGE>
Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors - Futures  and  Options"  is amended  to (1)  delete the  section in its
entirety and (2) substitute the following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to manage  the risk of its  investments  or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward   contracts,   swaps,   caps,   floors,  and  collars
      (collectively  "  Financial  Instruments").  For  descriptions  and  other
      information on these  Financial  Instruments and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments  may be used in an  attempt  to manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that can  cause  fluctuations  in its net  asset  value.  The Fund may use
      Financial  Instruments  to increase or decrease  its  exposure to changing
      securities  prices,  interest  rates,  currency  exchange  rates  or other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments  sometimes  referred  to  as  derivatives,   such  as  indexed
      securities,   mortgage-backed  and  other  asset-backed  securities,   and
      stripped interest and principal of debt.

      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  (other than those related to foreign  currency) if the Fund is
      authorized to take a position in the type of asset to which the return on,
      or value of, the Financial Instrument is primarily related. Therefore, for
      example,  if the Fund is  authorized  to  invest in a  particular  type of
      security  (such as an equity  security),  it could take a  position  in an
      option on an index relating to equity securities.

Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors - Securities Lending" is amended to (1) delete the first sentence of the
section and (2) substitute the following in its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.

Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors" is amended to add the  following  section  after the  section  entitled
"Portfolio Turnover":

      INVESTMENT RESTRICTIONS.
      The Fund is subject to a variety of restrictions regarding its investments
      that are identified in the Statement of Additional Information. Certain of
      the Fund's investment  restrictions are fundamental and may not be altered
      without the approval of the Fund's shareholders. For example, with respect
      to 75% of its total  assets,  the Fund may not purchase the  securities of
      any one issuer  (other than  securities  issued or  guaranteed by the U.S.
      government or any of its agencies or  instrumentalities,  or securities of
      other  investment  companies) if the purchase would cause the Fund to have
      more than 5% of its total  assets  invested  in the issuer or to have more
      than 10% of the outstanding voting securities of that issuer. In addition,
      the Fund  may not  purchase  the  securities  of any  issuer  (other  than
      securities  issued  or  guaranteed  by the U.S.  government  or any of its
<PAGE>
      agencies or  instrumentalities  or municipal  securities) if, as a result,
      more  than  25% of the  Fund's  total  assets  would  be  invested  in the
      securities of companies  whose  principal  business  activities are in the
      same  industry.  Other  fundamental  restrictions  prohibit  the Fund from
      lending  more that 33 1/3% of its total  assets to other  parties and from
      borrowing  money in an  aggregate  amount  exceeding  33 1/3% of its total
      assets.

Effective  June 1, 1999,  the section of the Fund's  Prospectus  entitled  "Risk
Factors" is amended to add the following paragraph to the end of the section :

      For a further  discussion  of risks  associated  with an investment in the
      Fund,  see  "Investment   Policies  and   Restrictions"   and  "Investment
      Practices" in the Statement of Additional Information.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

      The Company is a no-load mutual fund,  registered  with the Securities and
      Exchange  Commission  as a  diversified,  open-end  management  investment
      company.  The Company was organized on August 19, 1993,  under the laws of
      Maryland.  On September  10, 1998,  the name of the Company was changed to
      INVESCO Flexible Funds,  Inc. On October 29, 1998, the name of the Company
      was changed to INVESCO  Combination  Stock & Bond  Funds,  Inc. On May 28,
      1999,  the Company  assumed all of the assets and  liabilities  of INVESCO
      Total Return Fund, a series of INVESCO  Value Trust.  INVESCO  Value Trust
      was organized under the laws of Massachusetts on July 15, 1987.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to add the following after the second sentence of the twelfth paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% on the Fund's average net assets from $4 billion; 0.375% on
      the Fund's  average net assets  from $6  billion;  and 0.35% on the Fund's
      average net assets from $8 billion.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended  to add the  following  after  the  second  sentence  of the  thirteenth
paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.18% on the Fund's average net assets from $2
      billion;  0.16% on the Fund's average net assets from $4 billion; 0.15% on
      the Fund's  average net assets  from $6  billion;  and 0.14% on the Fund's
      average net assets from $8 billion.

The date of this Supplement is May 28, 1999.

<PAGE>
                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                              INVESCO Balanced Fund
                     INVESCO Multi-Asset Allocation Fund

              Supplement to Statement of Additional Information
                             Dated December 1, 1998

The Company's fiscal year end is changed from April 30 to May 31.

Effective June 11, 1999, the Multi-Asset  Allocation Fund,  pursuant to approval
of the shareholders of the Fund of a Plan of Reorganization and Termination at a
special  meeting held May 28, 1999,  will be merged into INVESCO  Balanced Fund.
All references in the Company's  Statement of Additional  Information ("SAI") to
INVESCO Multi-Asset Allocation Fund are hereby deleted effective June 11, 1999.

In addition, the following specific changes are made to the Fund's SAI:

The cover page of the Company's SAI is revised to (1) delete the first paragraph
and (2) substitute the following in its place:

      INVESCO Balanced Fund (the "Fund") seeks to provide  investors with a high
      total  return on  investments  through  capital  appreciation  and current
      income.  The Fund pursues its objective by investing in a  combination  of
      equity  securities and  fixed-income  securities.  The Fund is a series of
      INVESCO Combination Stock & Bond Funds, Inc. (the "Company") is a no-load,
      open-end, diversified management investment company. The Company may offer
      additional funds in the future.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And  Restrictions  - When-Issued  and Delayed  Delivery  Securities" is
amended  to (1)  delete  the  first  sentence  of the  first  paragraph  and (2)
substitute the following in its place:

      As discussed in the section of the Fund's Prospectus entitled  "Investment
      Policies  And Risks," the Fund may make  commitments  to purchase and sell
      securities on a when-issued or delayed delivery basis.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies  And  Restrictions  is amended to (1) delete the  subsections  entitled
"Futures and Options on Futures and Securities," "Options on Futures Contracts,"
"Forward Foreign Currency  Contracts," and "Swap and Swap-Related  Products" and
(2) substitute the following in their place:

      Futures, Options and Other Financial Instruments
      General. As discussed in the Prospectus, the adviser and/or subadviser may
      use various types of financial instruments, some of which are derivatives,
      to attempt to manage  the risk of the  Fund's  investments  or, in certain
      circumstances,  for  investment  (e.g.,  as a substitute  for investing in
      securities).   These  financial   instruments  include  options,   futures
      contracts (sometimes referred to as "futures"),  forward contracts, swaps,
      caps,  floors and collars  (collectively,  "Financial  Instruments").  The
      policies  in this  section  do not  apply  to other  types of  instruments
      sometimes  referred  to  as  derivatives,   such  as  indexed  securities,
      mortgage-backed and other asset-backed  securities,  and stripped interest
      and principal of debt.

      Generally, the Fund is authorized to use any type of Financial Instrument.
      However, as a non-fundamental  policy, the Fund will only use a particular
      Financial Instrument (other than those related to foreign currency) if the
      Fund is  authorized  to take a position  in the type of asset to which the
      return on, or value of, the  Financial  Instrument  is primarily  related.
      Therefore,  for  example,  if  the  Fund  is  authorized  to  invest  in a
      particular type of security (such as an equity security),  it could take a
      position in an option on an index relating to equity securities.
<PAGE>
      Hedging strategies can be broadly categorized as "short" hedges and "long"
      or  "anticipatory"  hedges.  A short hedge involves the use of a Financial
      Instrument in order to partially or fully offset  potential  variations in
      the value of one or more investments held in the Fund's portfolio.  A long
      or anticipatory hedge involves the use of a Financial  Instrument in order
      to partially or fully offset  potential  increases in the acquisition cost
      of one or more  investments  that  the  Fund  intends  to  acquire.  In an
      anticipatory  hedge   transaction,   the  Fund  does  not  already  own  a
      corresponding  security.  Rather,  it  relates  to a  security  or type of
      security that the Fund intends to acquire.  If the Fund does not eliminate
      the hedge by  purchasing  the security as  anticipated,  the effect on the
      Fund's  portfolio is the same as if a long  position  were  entered  into.
      Financial  Instruments  may also be used,  in certain  circumstances,  for
      investment (e.g., as a substitute for investing in securities).

      Financial  Instruments  on  individual  securities  generally  are used to
      attempt  to  hedge  against  price  movements  in one or  more  particular
      securities  positions  that the Fund  already  owns or intends to acquire.
      Financial  Instruments  on indexes,  in  contrast,  generally  are used to
      attempt to hedge all or a portion of a portfolio  against price  movements
      of the securities within a market sector in which the Fund has invested or
      expects to invest.

      The use of Financial  Instruments is subject to applicable  regulations of
      the Securities and Exchange Commission ("SEC"), the several exchanges upon
      which  they are  traded,  and the  Commodity  Futures  Trading  Commission
      ("CFTC").  In addition,  the Fund's  ability to use Financial  Instruments
      will be limited by tax  considerations.  See "Tax  Consequences  of Owning
      Shares of the Funds."

      In addition to the instruments and strategies described below, the adviser
      and/or  sub-adviser  and/or  sub-adviser  may use other similar or related
      techniques  to the  extent  that  they  are  consistent  with  the  Fund's
      investment  objective and permitted by the Fund's  investment  limitations
      and applicable regulatory authorities.  The Fund's Prospectus or Statement
      of Additional  Information ("SAI") will be supplemented to the extent that
      new products or techniques become employed involving  materially different
      risks than those described below or in the Prospectus.

      Special Risks.  Financial Instruments and their use involve special
      considerations and risks, certain of which are described below.

      (1) If the adviser and/or sub-adviser employs a Financial  Instrument that
      correlates  imperfectly with the Fund's investments,  a loss could result,
      regardless  of whether or not the  intent  was to manage  risk.  Financial
      Instruments  may increase the  volatility of the Fund. In addition,  these
      techniques could result in a loss if there is not a liquid market to close
      out a position that the Fund has entered.

      (2) There might be  imperfect  correlation  between  price  movements of a
      Financial  Instrument and price movements of the investments being hedged.
      For example, if the value of a Financial  Instrument used in a short hedge
      increased by less than the decline in value of the hedged investment,  the
      hedge would not be fully successful. This might be caused by certain kinds
      of trading  activity that distorts the normal price  relationship  between
      the security  being hedged and the Financial  Instrument.  Similarly,  the
      effectiveness of hedges using Financial Instruments on indexes will depend
      on the degree of  correlation  between  price  movements  in the index and
      price movements in the securities being hedged.

      The Fund is  authorized  to use options and futures  contracts  related to
      securities  with issuers,  maturities or other  characteristics  different
      from the  securities in which it typically  invests.  This involves a risk
      that the options or futures position will not track the performance of the
      Fund's portfolio investments.
<PAGE>
      The direction of options and futures price movements can also diverge from
      the  direction  of  the  movements  of  the  prices  of  their  underlying
      instruments,   even  if  the  underlying   instruments  match  the  Fund's
      investments well.  Options and futures prices are affected by such factors
      as  current  and  anticipated   short-term  interest  rates,   changes  in
      volatility of the  underlying  instrument,  and the time  remaining  until
      expiration of the contract,  which may not affect security prices the same
      way. Imperfect correlation may also result from differing levels of demand
      in the options  and  futures  markets  and the  securities  markets,  from
      structural  differences  in how options and  futures  and  securities  are
      traded,  or from imposition of daily price  fluctuation  limits or trading
      halts. The Fund may take positions in options and futures contracts with a
      greater or lesser  face value  than the  securities  it wishes to hedge or
      intends to purchase in order to attempt to compensate  for  differences in
      volatility between the contract and the securities,  although this may not
      be successful in all cases.

      (3) If successful,  the above-discussed hedging strategies can reduce risk
      of  loss  by  wholly  or  partially  offsetting  the  negative  effect  of
      unfavorable  price  movements  of  portfolio  securities.   However,  such
      strategies can also reduce opportunity for gain by offsetting the positive
      effect of favorable price movements. For example, if the Fund entered into
      a short hedge because the adviser and/or  sub-adviser  projected a decline
      in the price of a security in the Fund's portfolio,  and the price of that
      security  increased  instead,  the gain from that increase would likely be
      wholly or partially offset by a decline in the value of the short position
      in the  Financial  Instrument.  Moreover,  if the  price of the  Financial
      Instrument  declined  by  more  than  the  increase  in the  price  of the
      security, the Fund could suffer a loss.

      (4) The  Fund's  ability  to close out a  position  in an  exchange-traded
      Financial Instrument prior to expiration or maturity depends on the degree
      of liquidity of the market.

      (5) As  described  below,  the Fund is  required  to  maintain  assets  as
      "cover,"  maintain  segregated  accounts or make margin  payments  when it
      takes positions in Financial  Instruments  involving  obligations to third
      parties (i.e., Financial Instruments other than purchased options). If the
      Fund were unable to close out its positions in such Financial Instruments,
      it might be required to  continue  to maintain  such assets or  segregated
      accounts  or  make  such  payments  until  the  position  expired.   These
      requirements  might impair the Fund's ability to sell a portfolio security
      or make an investment at a time when it would otherwise be favorable to do
      so,  or  require   that  the  Fund  sell  a   portfolio   security   at  a
      disadvantageous time.

      Cover. Positions in Financial  Instruments,  other than purchased options,
      expose the Fund to an obligation to another party. The Fund will not enter
      into any such  transactions  unless it owns (1) an offsetting  ("covered")
      position in securities,  currencies or other options, futures contracts or
      forward   contracts,   or  (2)  cash  and  liquid  assets  with  a  value,
      marked-to-market  daily, sufficient to cover its obligations to the extent
      not  covered as  provided  in (1)  above.  The Fund will  comply  with SEC
      guidelines  regarding  cover  for  these  instruments  and  will,  if  the
      guidelines  so require,  designate  cash or liquid assets as segregated in
      the prescribed amount as determined daily.

      Assets  used as cover  or held as  segregated  cannot  be sold  while  the
      position in the corresponding Financial Instrument is open unless they are
      replaced with other appropriate  assets. As a result,  the commitment of a
      large portion of the Fund's assets to cover or as segregated  could impede
      portfolio  management or the Fund's ability to meet redemption requests or
      other current obligations.
<PAGE>
      Options.  The Fund may engage in certain  strategies  involving options to
      attempt   to  manage   the  risk  of  its   investments   or,  in  certain
      circumstances,  for  investment  (e.g.,  as a substitute  for investing in
      securities).  A call  option  gives the  purchaser  the right to buy,  and
      obligates the writer to sell, the underlying investment at the agreed-upon
      exercise price during the option period.  A put option gives the purchaser
      the  right to sell,  and  obligates  the  writer  to buy,  the  underlying
      investment at the  agreed-upon  exercise  price during the option  period.
      Purchasers  of options  pay an amount,  known as a premium,  to the option
      writer in exchange for the right under the option  contract.  See "Options
      on Indexes"  below with regard to cash  settlement of option  contracts on
      index values.

      The purchase of call options can serve as a hedge  against a price rise of
      the underlier and the purchase of put options can serve as a hedge against
      a price  decline of the  underlier.  Writing  call  options can serve as a
      limited short hedge because declines in the value of the hedged investment
      would be offset to the extent of the  premium  received  for  writing  the
      option. However, if the security or currency appreciates to a price higher
      than the exercise  price of the call option,  it can be expected  that the
      option  will be  exercised  and the  Fund  will be  obligated  to sell the
      security or currency at less than its market value.

      Writing  put  options can serve as a limited  long or  anticipatory  hedge
      because increases in the value of the hedged investment would be offset to
      the extent of the premium received for writing the option. However, if the
      security or currency  depreciates to a price lower than the exercise price
      of the  put  option,  it can be  expected  that  the  put  option  will be
      exercised  and the Fund will be  obligated  to  purchase  the  security or
      currency at more than its market  value.  The value of an option  position
      will  reflect,  among  other  things,  the  current  market  value  of the
      underlying   investment,   the  time  remaining  until   expiration,   the
      relationship  of the exercise  price to the market price of the underlying
      investment,  the price volatility of the underlying investment and general
      market and interest rate conditions.
      Options that expire unexercised have no value.

      The Fund may effectively terminate its right or obligation under an option
      by  entering  into a  closing  transaction.  For  example,  the  Fund  may
      terminate its obligation under a call or put option that it had written by
      purchasing  an  identical  call or put option;  this is known as a closing
      purchase transaction.  Conversely,  the Fund may terminate a position in a
      put or call option it had  purchased by writing an  identical  put or call
      option; this is known as a closing sale transaction.  Closing transactions
      permit the Fund to realize  profits or limit losses on an option  position
      prior to its exercise or expiration.

      Risks of Options on Securities.  Options  embody the  possibility of large
      amounts of exposure, which will result in the Fund's net asset value being
      more sensitive to changes in the value of the related investment.

      The Fund's ability to establish and close out positions in exchange-listed
      options  depends on the existence of a liquid  market.  If the Fund is not
      able to enter into an offsetting  closing  transaction on an option it has
      written,  it will be required to maintain  the  securities  subject to the
      call or the  liquid  assets  underlying  the put until a closing  purchase
      transaction can be entered into or the option expires.  However, there can
      be no assurance that such a market will exist at any particular time.

      If the Fund were unable to effect a closing  transaction  for an option it
      had purchased, it would have to exercise the option to realize any profit.
      The inability to enter into a closing  purchase  transaction for a covered
      call option  written by the Fund could cause  material  losses because the
      Fund would be unable to sell the investment  used as cover for the written
      option until the option expires or is exercised.
<PAGE>
      Options  on  Indexes.  Puts and calls on indexes  are  similar to puts and
      calls on securities or futures  contracts  except that all settlements are
      in cash and changes in value  depend on changes in the index in  question.
      When the Fund writes a call on an index,  it receives a premium and agrees
      that,  prior to the  expiration  date,  upon  exercise  of the  call,  the
      purchaser  will  receive  from the  Fund an  amount  of cash  equal to the
      positive  difference  between  the  closing  price  of the  index  and the
      exercise  price of the call  times a  specified  multiple  ("multiplier"),
      which determines the total dollar value for each point of such difference.
      When the Fund buys a call on an index,  it pays a premium and has the same
      rights as to such call as are indicated above. When the Fund buys a put on
      an index,  it pays a premium  and has the right,  prior to the  expiration
      date, to require the seller of the put to deliver to the Fund an amount of
      cash equal to the positive  difference  between the exercise  price of the
      put and the closing price of the index times the multiplier. When the Fund
      writes a put on an index,  it receives a premium and the  purchaser of the
      put has the right,  prior to the  expiration  date, to require the Fund to
      deliver to it an amount of cash equal to the positive  difference  between
      the exercise price of the put and the closing level of the index times the
      multiplier.

      The risks of purchasing and selling options on indexes may be greater than
      options on securities. Because index options are settled in cash, when the
      Fund writes a call on an index it cannot fulfill its potential  settlement
      obligations by delivering the underlying  securities.  The Fund can offset
      some of the risk of writing a call index  option by holding a  diversified
      portfolio of securities  similar to those on which the underlying index is
      based. However, the Fund cannot, as a practical matter, acquire and hold a
      portfolio  containing  exactly the same  securities  as underlie the index
      and, as a result,  bears a risk that the value of the securities held will
      vary from the value of the index.

      Even if the Fund could  assemble a portfolio  that exactly  reproduced the
      composition of the underlying  index,  it still would not be fully covered
      from a risk  standpoint  because of the "timing risk"  inherent in writing
      index options. When an index option is exercised,  the amount of cash that
      the holder is entitled to receive is determined by the difference  between
      the exercise  price and the closing  index  level.  As with other kinds of
      options, the Fund as the call writer will not learn that the Fund has been
      assigned  until the next business  day. The time lag between  exercise and
      notice of  assignment  poses no risk for the writer of a covered call on a
      specific underlying  security,  such as common stock, because in that case
      the writer's obligation is to deliver the underlying security,  not to pay
      its value as of a moment in the past. In contrast,  the writer of an index
      call will be  required  to pay cash in an amount  based on the  difference
      between the  closing  index value on the  exercise  date and the  exercise
      price. By the time it learns that it has been assigned, the index may have
      declined.  This "timing risk" is an inherent  limitation on the ability of
      index call writers to cover their risk exposure.

      If the Fund has  purchased  an index  option and  exercises  it before the
      closing index value for that day is  available,  it runs the risk that the
      level of the underlying  index may subsequently  change.  If such a change
      causes  the   exercised   option  to  fall   out-of-the-money,   the  Fund
      nevertheless  will be required to pay the  difference  between the closing
      index value and the  exercise  price of the option  (times the  applicable
      multiplier) to the assigned writer.

      Futures  Contracts  and  Options  on  Futures  Contracts.  When  the  Fund
      purchases  or  sells  a  futures   contract,   it  incurs  an   obligation
      respectively  to  take or  make  delivery  of a  specified  amount  of the
      obligation underlying the contract at a specified time and price. When the
      Fund  writes an option on a futures  contract,  it  becomes  obligated  to
      assume a position in the futures contract at a specified exercise price at
      any time  during the term of the  option.  If the Fund  writes a call,  on
      exercise  it  assumes a short  futures  position.  If it writes a put,  on
      exercise it assumes a long futures position.
<PAGE>
      The  purchase of futures or call options on futures can serve as a long or
      an  anticipatory  hedge,  and the sale of futures or the  purchase  of put
      options on futures can serve as a short  hedge.  Writing  call  options on
      futures  contracts  can serve as a limited  short hedge,  using a strategy
      similar to that used for writing  call options on  securities  or indexes.
      Similarly, writing put options on futures contracts can serve as a limited
      long or anticipatory hedge.

      In addition,  futures  strategies can be used to manage the "duration" ( a
      measure of anticipated  sensitivity to changes in interest rates, which is
      sometimes  related to the weighted  average  maturity of a portfolio)  and
      associated interest rate risk of the Fund's fixed-income portfolio. If the
      adviser  and/or  sub-adviser  wishes to shorten the duration of the Fund's
      fixed-income  portfolio (i.e., reduce anticipated  sensitivity),  the Fund
      may sell an appropriate debt futures contract or a call option thereon, or
      purchase a put option on that  futures  contract.  If the  adviser  and/or
      sub-adviser  wishes to lengthen  the  duration of the Fund's  fixed-income
      portfolio (i.e.,  increase anticipated  sensitivity),  the Fund may buy an
      appropriate debt futures contract or a call option thereon,  or sell a put
      option thereon.

      At the  inception of a futures  contract,  the Fund is required to deposit
      "initial  margin"  in an  amount  generally  equal  to 10% or  less of the
      contract value.  Initial margin must also be deposited when writing a call
      or put  option  on a  futures  contract,  in  accordance  with  applicable
      exchange rules.  Subsequent  "variation  margin"  payments are made to and
      from the  futures  broker  daily as the value of the  futures  or  written
      option position  varies,  a process known as  "marking-to-market."  Unlike
      margin in securities transactions, initial margin on futures contracts and
      written  options on futures  contracts  does not  represent a borrowing on
      margin,  but rather is in the nature of a  performance  bond or good-faith
      deposit that is returned to the Fund at the termination of the transaction
      if  all  contractual  obligations  have  been  satisfied.   Under  certain
      circumstances,  such  as  periods  of high  volatility,  the  Fund  may be
      required to increase the level of initial margin payments. If the Fund has
      insufficient  cash to meet daily variation margin  requirements,  it might
      need to sell  securities  in order to do so at a time when such  sales are
      disadvantageous.

      Purchasers  and  sellers of futures  contracts  and options on futures can
      enter   into   offsetting   closing   transactions,   similar  to  closing
      transactions  on  options,  by selling  or  purchasing,  respectively,  an
      instrument  identical to the  instrument  purchased or sold.  Positions in
      futures and  options on futures  used by the Fund may be closed only on an
      exchange or board of trade that provides a market.  However,  there can be
      no assurance that a liquid market will exist for a particular  contract at
      a  particular  time.  In such  event,  it may not be  possible  to close a
      futures contract or options position.

      Under certain circumstances,  futures exchanges may establish daily limits
      on the  amount  that the  price of a  futures  contract  or an option on a
      futures contract can vary from the previous day's settlement  price;  once
      that limit is  reached,  no trades may be made that day at a price  beyond
      the limit. Daily price limits do not limit potential losses because prices
      could move to the daily limit for several  consecutive days with little or
      no trading, thereby preventing liquidation of unfavorable positions.

      If the Fund was unable to  liquidate a futures  contract or an option on a
      futures  contract  position  due to the absence of a liquid  market or the
      imposition of price limits,  it could incur substantial  losses.  The Fund
      would  continue to be subject to market risk with respect to the position.
      In  addition,  except in the case of  purchased  options,  the Fund  would
      continue to be required to make daily variation  margin payments and might
      be  required to continue to  maintain  the  position  being  hedged by the
      futures  contract or option or to continue to maintain  cash or securities
      in a segregated account.
<PAGE>
      To the extent  that the Fund  enters into  futures  contracts,  options on
      futures   contracts  and  options  on  foreign   currencies  traded  on  a
      CFTC-regulated  exchange,  in each case that is not for bona fide  hedging
      purposes  (as  defined  by the CFTC),  the  aggregate  initial  margin and
      premiums  required to establish these  positions  (excluding the amount by
      which options are  "in-the-money"  at the time of purchase) may not exceed
      5% of the  liquidation  value of the Fund's  portfolio,  after taking into
      account unrealized profits and unrealized losses on any contracts the Fund
      has entered into.  This policy does not limit to 5% the  percentage of the
      Fund's  assets that are at risk in futures  contracts,  options on futures
      contracts and currency options.

      Risks of Futures Contracts and Options Thereon.  The ordinary spreads at a
      given time between prices in the cash and futures  markets  (including the
      options on futures  markets),  due to  differences in the natures of those
      markets, are subject to the following factors.  First, all participants in
      the  futures  market  are  subject  to  margin  deposit  and   maintenance
      requirements.  Rather than meeting additional margin deposit requirements,
      investors may close futures  contracts  through  offsetting  transactions,
      which could distort the normal  relationship  between the cash and futures
      markets.   Second,   the  liquidity  of  the  futures  market  depends  on
      participants  entering into offsetting  transactions rather than making or
      taking  delivery.  To the  extent  participants  decide  to  make  or take
      delivery, liquidity in the futures market could be reduced, thus producing
      distortion.  Due to the  possibility  of  distortion,  a hedge  may not be
      successful.   Additionally,  Fund  Management  may  be  incorrect  in  its
      expectations as to the extent of various interest rate,  currency exchange
      rate or stock market movements or the time span within which the movements
      take place.

      Index Futures. The risk of imperfect  correlation between movements in the
      price of index futures and movements in the price of the  securities  that
      are the  subject of a hedge  increases  as the  composition  of the Fund's
      portfolio diverges from the index. The price of the index futures may move
      proportionately  more than or less than the price of the securities  being
      hedged. If the price of the index futures moves  proportionately less than
      the price of the securities  that are the subject of the hedge,  the hedge
      will not be fully  effective.  Assuming the price of the securities  being
      hedged has moved in an  unfavorable  direction,  as  anticipated  when the
      hedge was put into place,  the Fund would be in a better  position than if
      it had not  hedged  at all,  but not as good as if the  price of the index
      futures  moved  in  full  proportion  to that  of the  hedged  securities.
      However,  if the  price of the  securities  being  hedged  has  moved in a
      favorable  direction,  this advantage will be partially offset by movement
      of the price of the futures contract. If the price of the futures contract
      moves  more than the  price of the  securities,  the Fund will  experience
      either  a loss  or a  gain  on  the  futures  contract  that  will  not be
      completely offset by movements in the price of the securities that are the
      subject of the hedge.

      Where index futures are purchased in an anticipatory hedge, it is possible
      that the market  may  decline  instead.  If the Fund then  decides  not to
      invest in the  securities  at that time  because of concern as to possible
      further market decline or for other reasons, it will realize a loss on the
      futures  contract  that is not offset by a  reduction  in the price of the
      securities it had anticipated purchasing.

      Foreign Currency Hedging Strategies--Special  Considerations. The Fund may
      use options and futures  contracts  on foreign  currencies,  as  mentioned
      previously, and forward currency contracts, as described below, to attempt
      to hedge  against  movements  in the values of the foreign  currencies  in
      which the Fund's securities are denominated or, in certain  circumstances,
      for  investment  (e.g.,  as  a  substitute  for  investing  in  securities
      denominated  in foreign  currency).  Currency  hedges can protect  against
      price  movements  in a  security  that the Fund owns or intends to acquire
      that are  attributable to changes in the value of the currency in which it
      is denominated.
<PAGE>
      The Fund might seek to hedge against  changes in the value of a particular
      currency when no Financial  Instruments  on that currency are available or
      such Financial Instruments are more expensive than certain other Financial
      Instruments.  In such  cases,  the Fund may  seek to hedge  against  price
      movements in that currency by entering into  transactions  using Financial
      Instruments on another  currency or a basket of  currencies,  the value of
      which the adviser and/or  sub-adviser  believes will have a high degree of
      positive  correlation to the value of the currency being hedged.  The risk
      that movements in the price of the Financial Instrument will not correlate
      perfectly  with  movements  in the price of the  currency  subject  to the
      hedging transaction may be increased when this strategy is used.

      The value of Financial  Instruments on foreign  currencies  depends on the
      value of the  underlying  currency  relative to the U.S.  dollar.  Because
      foreign  currency  transactions  occurring in the  interbank  market might
      involve  substantially  larger  amounts than those  involved in the use of
      such Financial  Instruments,  the Fund could be disadvantaged by having to
      deal in the odd-lot market  (generally  consisting of transactions of less
      than $1 million) for the underlying  foreign currencies at prices that are
      less favorable than for round lots.

      There is no  systematic  reporting  of last sale  information  for foreign
      currencies or any regulatory requirement that quotations available through
      dealers or other  market  sources  be firm or  revised on a timely  basis.
      Quotation   information   generally  is   representative   of  very  large
      transactions  in the interbank  market and thus might not reflect  odd-lot
      transactions where rates might be less favorable.  The interbank market in
      foreign currencies is a global,  round-the-clock market. To the extent the
      U.S.  options or futures  markets  are closed  while the  markets  for the
      underlying  currencies  remain open,  significant price and rate movements
      might take place in the underlying markets that cannot be reflected in the
      markets for the Financial Instruments until they reopen.

      Settlement of hedging  transactions  involving foreign currencies might be
      required to take place within the country issuing the underlying currency.
      Thus,  the Fund  might be  required  to  accept  or make  delivery  of the
      underlying  foreign  currency  in  accordance  with  any U.S.  or  foreign
      regulations  regarding the maintenance of foreign banking  arrangements by
      U.S.  residents  and might be required to pay any fees,  taxes and charges
      associated with such delivery assessed in the issuing country.

      Forward  Currency  Contracts and Foreign Currency  Deposits.  The Fund may
      enter  into  forward  currency  contracts  to  purchase  or  sell  foreign
      currencies for a fixed amount of U.S. dollars or another foreign currency.
      A forward currency  contract  involves an obligation to purchase or sell a
      specific  currency at a future date, which may be any fixed number of days
      (term) from the date of the forward  currency  contract agreed upon by the
      parties,  at a price  set at the time the  forward  currency  contract  is
      entered.  Forward  currency  contracts  are  negotiated  directly  between
      currency traders (usually large commercial banks) and their customers.

      Such transactions may serve as long or anticipatory  hedges;  for example,
      the Fund may  purchase  a forward  currency  contract  to lock in the U.S.
      dollar price of a security denominated in a foreign currency that the Fund
      intends to acquire.  Forward  currency  contracts  may also serve as short
      hedges; for example, the Fund may sell a forward currency contract to lock
      in the U.S. dollar equivalent of the proceeds from the anticipated sale of
      a security  or a dividend  or interest  payment  denominated  in a foreign
      currency.
<PAGE>
      The Fund may  also use  forward  currency  contracts  to hedge  against  a
      decline  in the  value of  existing  investments  denominated  in  foreign
      currency.  Such a hedge would tend to offset both  positive  and  negative
      currency  fluctuations,  but would not offset  changes in security  values
      caused  by other  factors.  The Fund  could  also  hedge the  position  by
      entering  into a  forward  currency  contract  to  sell  another  currency
      expected to perform similarly to the currency in which the Fund's existing
      investments are denominated.  This type of hedge could offer advantages in
      terms of cost, yield or efficiency, but may not hedge currency exposure as
      effectively as a simple hedge against U.S. dollars. This type of hedge may
      result in losses if the currency used to hedge does not perform  similarly
      to the currency in which the hedged securities are denominated.

      The Fund may also use  forward  currency  contracts  in one  currency or a
      basket of currencies to attempt to hedge against fluctuations in the value
      of securities  denominated  in a different  currency if the adviser and/or
      sub-adviser  anticipates that there will be a positive correlation between
      the two currencies.

      The cost to the Fund of engaging in forward currency contracts varies with
      factors such as the currency  involved,  the length of the contract period
      and the  market  conditions  then  prevailing.  Because  forward  currency
      contracts  are  usually  entered  into on a  principal  basis,  no fees or
      commissions  are  involved.  When the Fund enters into a forward  currency
      contract,  it relies on the  counterparty  to make or take delivery of the
      underlying  currency  at the  maturity  of the  contract.  Failure  by the
      counterparty  to do so  would  result  in the  loss  of some or all of any
      expected benefit of the transaction.

      As is the case with futures  contracts,  purchasers and sellers of forward
      currency contracts can enter into offsetting closing transactions, similar
      to closing  transactions on futures  contracts,  by selling or purchasing,
      respectively, an instrument identical to the instrument purchased or sold.
      Secondary markets  generally do not exist for forward currency  contracts,
      with  the  result  that  closing  transactions  generally  can be made for
      forward  currency   contracts  only  by  negotiating   directly  with  the
      counterparty.  Thus,  there can be no assurance that the Fund will in fact
      be able to close out a forward  currency  contract  at a  favorable  price
      prior  to  maturity.  In  addition,  in the  event  of  insolvency  of the
      counterparty,  the Fund  might be unable  to close out a forward  currency
      contract. In either event, the Fund would continue to be subject to market
      risk with respect to the  position,  and would  continue to be required to
      maintain a position in securities  denominated in the foreign  currency or
      to maintain cash or liquid assets in a segregated account.

      The precise matching of forward currency contract amounts and the value of
      the securities, dividends or interest payments involved generally will not
      be possible  because the value of such  securities,  dividends or interest
      payments,  measured in the foreign currency, will change after the forward
      currency  contract  has been  established.  Thus,  the Fund  might need to
      purchase  or sell  foreign  currencies  in the spot  (cash)  market to the
      extent  such  foreign  currencies  are not  covered  by  forward  currency
      contracts.  The  projection of  short-term  currency  market  movements is
      extremely difficult,  and the successful execution of a short-term hedging
      strategy is highly uncertain.

      Forward currency contracts may substantially  change the Fund's investment
      exposure to changes in currency  exchange rates and could result in losses
      to the Fund if currencies do not perform as the adviser and/or sub-adviser
      anticipates. There is no assurance that the adviser's and/or sub-adviser's
      use of forward currency contracts will be advantageous to the Fund or that
      it will hedge at an appropriate time.

      The Fund may also purchase and sell foreign currency and invest in foreign
      currency deposits.  Currency  conversion involves dealer spreads and other
      costs, although commissions usually are not charged.
<PAGE>
      Combined Positions.  The Fund may purchase and write options or futures in
      combination  with each other,  or in  combination  with futures or forward
      currency contracts,  to manage the risk and return  characteristics of its
      overall  position.  For  example,  the Fund may  purchase a put option and
      write a call  option  on the  same  underlying  instrument,  in  order  to
      construct a combined  position whose risk and return  characteristics  are
      similar to selling a futures contract.  Another possible combined position
      would involve  writing a call option at one strike price and buying a call
      option at a lower  price,  in order to reduce the risk of the written call
      option in the event of a  substantial  price  increase.  Because  combined
      options  positions   involve  multiple  trades,   they  result  in  higher
      transaction costs.

      Turnover.  The  Fund's  options  and  futures  activities  may  affect its
      turnover rate and brokerage commission payments.  The exercise of calls or
      puts written by the Fund,  and the sale or purchase of futures  contracts,
      may cause it to sell or purchase related investments,  thus increasing its
      turnover rate.  Once the Fund has received an exercise notice on an option
      it has  written,  it  cannot  effect  a  closing  transaction  in order to
      terminate its obligation  under the option and must deliver or receive the
      underlying  securities  at  the  exercise  price.  The  exercise  of  puts
      purchased by the Fund may also cause the sale of related investments, also
      increasing turnover;  although such exercise is within the Fund's control,
      holding a  protective  put might cause it to sell the related  investments
      for reasons  that would not exist in the absence of the put. The Fund will
      pay a  brokerage  commission  each  time it buys or sells a put or call or
      purchases or sells a futures contract. Such commissions may be higher than
      those that would apply to direct purchases or sales.

      Swaps,  Caps,  Floors and Collars.  The Fund is  authorized  to enter into
      swaps,  caps,  floors and  collars.  However,  these  instruments  are not
      exchange-traded  and the Fund  presently has a  non-fundamental  policy to
      utilize only exchange-traded Financial Instruments.

      Swaps  involve  the  exchange  by one party  with  another  party of their
      respective  commitments to pay or receive cash flows, e.g., an exchange of
      floating rate payments for fixed rate payments. The purchase of a cap or a
      floor entitles the purchaser, to the extent that a specified index exceeds
      in the  case  of a  cap,  or  falls  below  in  the  case  of a  floor,  a
      predetermined  value, to receive  payments on a notional  principal amount
      from the party  selling such  instrument.  A collar  combines  elements of
      buying a cap and selling a floor.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And Restrictions" is amended to add the following to that section:

      SPDRs.  The Fund  may  invest  in SPDRs  and  shares  of other  investment
      companies.  SPDRs are traded on the American Stock Exchange.  SPDR holders
      such as the Fund are paid a "Dividend  Equivalent Amount" that corresponds
      to the amount of cash  dividends  accruing to the  securities  held by the
      SPDR Trust,  net of certain  fees and  expenses.  Therefore,  the dividend
      yield of SPDRs may be less than that of the S&P 500 Index.  The Investment
      Company Act of 1940 limits  investments in securities of other  investment
      companies,  such as the  SPDR  Trust.  These  limitations  include,  among
      others,  that,  subject  to  certain  exceptions,  no more than 10% of the
      Fund's  total  assets may be invested in  securities  of other  investment
      companies,  and no more than 5% of its total assets may be invested in the
      securities of any one  investment  company.  As a  shareholder  of another
      investment company,  the Fund would bear its pro rata portion of the other
      investment company's expenses, including advisory fees, in addition to the
      expenses the Fund bears directly in connection with its own operations.

Effective  June 1,  1999,  the  section  of the  above  Company's  Statement  of
Additional Information entitled "Investment Policies and Restrictions Investment
Restrictions"  is amended to (1) delete  the  section in its  entirety,  and (2)
substitute the following sections in its place:
<PAGE>
      The Fund operates under certain investment  restrictions.  For purposes of
      the following  restrictions,  all percentage limitations apply immediately
      after a  purchase  or  initial  investment.  Any  subsequent  change  in a
      particular  percentage  resulting  from  fluctuations  in  value  does not
      require elimination of any security from the Fund.

      The following  restrictions are fundamental and may not be changed without
      prior approval of a majority of the outstanding  voting  securities of the
      Fund,  as defined in the  Investment  Company Act of 1940, as amended (the
      "1940 Act"). The Fund, unless otherwise indicated, may not:

     1.   purchase the securities of any issuer (other than securities issued or
          guraranteed  by  the  U.S.  government  or  any  of  its  agencies  or
          instrumentalities or municipal  securities) if, as a result, more than
          25% of the Fund's total assets would be invested in the  securities of
          companies  whose  principal  business   activities  are  in  the  same
          industry;

     2.   with  respect  to  75%  of  the  Fund's  total  assets,  purchase  the
          securities of any issuer (other than  securities  issued or guaranteed
          by the U.S. government or any of its agencies or instrumentalities, or
          securities of other  investment  companies) if, as a result,  (i) more
          than 5% of the Fund's total assets would be invested in the securities
          of that  issuer,  or (ii) the Fund  would  hold  more  than 10% of the
          outstanding voting securities of that issuer;

     3.   underwrite  securities of other  issuers,  except insofar as it may be
          deemed to be an  underwriter  under  the  Securities  Act of 1933,  as
          amended,  in connection with the  disposition of the Fund's  portfolio
          securities;

     4.   borrow  money,  except that the Fund may borrow money in an amount not
          exceeding 33 1/3% of its total assets  (including the amount borrowed)
          less liabilities (other than borrowings);

     5.   issue  senior  securities,  except as permitted  under the  Investment
          Company Act of 1940;

     6.   lend any security or make any loan if, as a result,  more than 33 1/3%
          of its  total  assets  would  be  lent  to  other  parties,  but  this
          limitation  does not apply to the  purchase of debt  securities  or to
          repurchase agreements;

     7.   purchase or sell physical commodities;  however, this policy shall not
          prevent the Fund from purchasing and selling foreign currency, futures
          contracts,  options,  forward contracts,  swaps, caps, floors, collars
          and other financial instruments; or

     8.   purchase or sell real estate unless  acquired as a result of ownership
          of  securities  or other  instruments  (but this shall not prevent the
          Fund from investing in securities or other instruments  backed by real
          estate  or  securities  of  companies   engaged  in  the  real  estate
          business).

     9.   The Fund may,  notwithstanding any other fundamental investment policy
          or limitation,  invest all of its assets in the securities of a single
          open-end management investment company managed by INVESCO Funds Group,
          Inc. or an affiliate or a successor  thereof,  with  substantially the
          same fundamental investment objective, policies and limitations as the
          Fund.
<PAGE>
      In addition, the Fund has the following  non-fundamental  policies,  which
      may be changed without shareholder approval:

     A.   The Fund  may not sell  securities  short  (unless  it owns or has the
          right  to  obtain  securities  equivalent  in kind and  amount  to the
          securities sold short) or purchase  securities on margin,  except that
          (i) this policy does not  prevent  the Fund from  entering  into short
          positions in foreign currency,  futures  contracts,  options,  forward
          contracts,   swaps,   caps,   floors,   collars  and  other  financial
          instruments,  (ii) the Fund may obtain such short-term  credits as are
          necessary  for the clearance of  transactions,  and (iii) the Fund may
          make margin  payments in connection with futures  contracts,  options,
          forward contracts,  swaps,  caps, floors,  collars and other financial
          instruments.

     B.   The  Fund  may  borrow  money  only  from a bank or  from an  open-end
          management  investment company managed by INVESCO Funds Group, Inc. or
          an  affiliate  or a  successor  thereof  for  temporary  or  emergency
          purposes  (not for  leveraging or investing) or by engaging in reverse
          repurchase  agreements with any party (reverse  repurchase  agreements
          will be treated as borrowings for purposes of  fundamental  limitation
          (4)).

     C.   The Fund does not  currently  intend to purchase any security if, as a
          result,  more  than  15%  of its  net  assets  would  be  invested  in
          securities that are deemed to be illiquid  because they are subject to
          legal or contractual  restrictions on resale or because they cannot be
          sold  or   disposed  of  in  the   ordinary   course  of  business  at
          approximately the prices at which they are valued.

     D.   The Fund may invest in securities issued by other investment companies
          to the extent that such  investments  are  consistent  with the Fund's
          investment objective and policies and permissible under the 1940 Act.

     E.   With  respect to  fundamental  limitation  (1),  domestic  and foreign
          banking will be considered to be different industries.

      In  addition,  with  respect  to a  Fund  that  may  invest  in  municipal
      obligations,  the following  non-fundamental  policy applies, which may be
      changed without shareholder approval:

      Each state (including the District of Columbia and Puerto Rico), territory
      and possession of the United States, each political  subdivision,  agency,
      instrumentality  and authority  thereof,  and each  multi-state  agency of
      which a state is a member is a  separate  "issuer."  When the  assets  and
      revenues  of an  agency,  authority,  instrumentality  or other  political
      subdivision are separate from the government  creating the subdivision and
      the  security  is backed only by assets and  revenues of the  subdivision,
      such subdivision would be deemed to be the sole issuer.  Similarly, in the
      case of an Industrial  Development  Bond or Private Activity Bond, if that
      bond is backed  only by the assets and  revenues  of the  non-governmental
      user,  then  that  non-governmental  user  would be  deemed to be the sole
      issuer. However, if the creating government or another entity guarantees a
      security,  then to the extent that the value of all  securities  issued or
      guaranteed by that  government or entity and owned by the Fund exceeds 10%
      of the Fund's total assets,  the guarantee  would be considered a separate
      security and would be treated as issued by that government or entity.

Effective May 13, 1999, the section of the Company's SAI entitled "The Funds And
Their  Management  -  Investment  Advisory  Agreement"  is  amended  to add  the
following after the third sentence of the third paragraph and (2) substitute the
following in its place:

      In addition,  beginning May 13, 1999,  with respect to Balanced  Fund, the
      following additional  contractual  breakpoints are in effect: 0.45% on the
      Fund's average net assets from $2 billion; 0.40% of the Fund's average net
      assets  from $4 billion;  0.375% of the Fund's  average net assets from $6
      billion; and 0.35% of the Fund's average net assets from $8 billion.
<PAGE>
      In addition,  May 13, 1999 through June 11, 1999, the following additional
      contractual  breakpoints  are in effect for Multi-Asset  Allocation  Fund:
      0.45% on the Fund's  average  net  assets  from $2  billion;  0.40% of the
      Fund's  average net assets from $4 billion;  0.375% of the Fund's  average
      net assets  from $6  billion;  and 0.35% of the Fund's  average net assets
      from $8 billion.

Effective May 13, 1999, the section of the Company's SAI entitled "The Funds And
Their Management - Sub-Advisory Agreement" is amended to add the following after
the second sentence of the third paragraph:

      In addition,  May 13, 1999 through June 11, 1999, the following additional
      contractual  breakpoints  are in effect:  0.18% on the Fund's  average net
      assets  from $2  billion;  0.16% of the Fund's  average net assets from $4
      billion; 0.15% of the Fund's average net assets from $6 billion; and 0.14%
      of the Fund's average net assets from $8 billion.

Effective May 13, 1999, the section of the Company's SAI entitled "The Funds And
Their Management - Administrative  Services  Agreement" is amended to (1) delete
the first  sentence of the third  paragraph and (2)  substitute the following in
its place:

      As full  compensation  for  services  provided  under  the  Administrative
      Services  Agreement,  the  Balanced  Fund  pays a monthly  fee to  INVESCO
      consisting  of a  base  fee  of  $10,000  per  year,  plus  an  additional
      incremental fee computed daily and paid monthly at an annual rate of 0.015
      % per year of the  average  net assets of the Fund prior to May 13,  1999,
      and 0.045% per year of the  average net assets of the Fund  effective  May
      13, 1999. The  Multi-Asset  Allocation  Fund pays a monthly fee to INVESCO
      consisting  of a  base  fee  of  $10,000  per  year,  plus  an  additional
      incremental  fee  computed  daily and paid  monthly  at an annual  rate of
      0.015%  per year of the  average  net  assets of the Fund prior to May 13,
      1999 and  0.045% per year of the  average  net assets of the Fund from May
      13, 1999 through June 11, 1999.

The date of this Supplement is June 1, 1999.
<PAGE>
                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                         INVESCO Industrial Income Fund

              Supplement to Statement of Additional Information
                             Dated May 28, 1999

The  section  of the  Company's  Statement  of  Additional  Information  ("SAI")
entitled "Investments Policies and Restrictions - Restricted/144A Securities" is
amended to delete the sections in its entirety, and (2) substitute the following
section in its place:

      Illiquid  and 144A  Securities.  As discussed in the section of the Fund's
      Prospectus entitled  "Investment  Policies And Risks," the Fund may invest
      in  illiquid  securities,   including  restricted   securities  and  other
      investments  that are not readily  marketable.  Restricted  securities are
      securities  which are subject to restrictions on their resale because they
      have not been  registered  under the  Securities  Act of 1933  (the  "1933
      Act").  However,  the Fund  will not  purchase  any such  security  if the
      purchase  would  cause the Fund to invest more than 15% of its net assets,
      measured  at the time of  purchase,  in  illiquid  securities.  Repurchase
      agreements maturing in more than seven days will be considered as illiquid
      for  purposes of this  restriction.  Investments  in  illiquid  securities
      involve certain risks to the extent that the Fund may be unable to dispose
      of such a  security  at the time  desired  or at a  reasonable  price.  In
      addition, in order to resell a restricted security, the Fund might have to
      bear  the  expense  and  incur  the  delays   associated   with  effecting
      registration.

      The Fund also may invest in restricted  securities,  including  restricted
      securities that can be resold to institutional  investors pursuant to Rule
      144A under the 1933 Act ("Rule 144A Securities") if a liquid institutional
      trading market exists.

      In recent years, a large institutional  market has developed for Rule 144A
      Securities.  Institutional investors generally will not seek to sell these
      instruments  to the  general  public but instead  will often  depend on an
      efficient  institutional  market in which Rule 144A Securities can readily
      be resold  or on an  issuer's  ability  to honor a demand  for  repayment.
      Therefore,  the fact that there are  contractual or legal  restrictions on
      resale to the general public or certain institutions is not dispositive of
      the liquidity of such investments.

      Rule  144A  under  the  1933  Act  establishes  a "safe  harbor"  from the
      registration   requirements  of  the  1933  Act  for  resales  of  certain
      securities to qualified  institutional  buyers.  Institutional markets for
      Rule 144A  Securities  may provide both readily  ascertainable  values for
      Rule 144A  Securities  and the ability to liquidate an investment in order
      to satisfy share redemption  orders.  An insufficient  number of qualified
      institutional buyers interested in purchasing a Rule 144A Security held by
      the Fund,  however,  could  adversely  affect  the  marketability  of such
      security,  and the Fund  might  be  unable  to  dispose  of such  security
      promptly or at reasonable prices.

The section of the Company's SAI entitled  "Investment Policies and Restrictions
- - Securities  Lending" is amended to (1) delete the first and fifth sentences of
the section, and (2) substitute the following, respectively, in their place:

      As discussed in the section of the Fund's Prospectus entitled  "Investment
      Policies  And  Risks,"  the Fund also may lend its  portfolio  securities,
      provided  that such loans are  callable at any time by the Fund and are at
      all times secured by collateral  consisting of cash, letters of credit, or
      securities issued or guaranteed by the U.s. government or its agencies, or
      any combination  thereof,  equal to at least the marekt value,  determined
      daily, of the loaned securities.

      The Fund will not lend any  security  if, as a result  of such  loan,  the
      aggregate  value of  securities  then on loan would exceed  33-1/3% of the
      Fund's total assets (taken at market value).
<PAGE>
The section of the Company's SAI entitled  "Investment Policies and Restrictions
- - Investment Restrictions" is amended to (1) delete the section in its entirety,
and (2) substitute the following section in its place:

      Investment  Restrictions.  The  Fund  operates  under  certain  investment
      restrictions.  For purposes of the following restrictions,  all percentage
      limitations apply immediately after a purchase or initial investment.  Any
      subsequent change in a particular  percentage  resulting from fluctuations
      in value does not require elimination of any security from the Fund.

      The first and second  restrictions  set forth below are  contained  in the
      Fund's  charter  and may not be  changed  without  prior  approval  by the
      holders of  two-thirds  of the  outstanding  securities  of the Fund.  The
      Fund's  other  fundamental  investment  restrictions  may  not be  changed
      without  approval of the holders of a majority of the  outstanding  voting
      securities of the Fund, as defined in the Investment  Company Act of 1940,
      as amended (the "1940 Act").  The  aforementioned  Fund,  unless otherwise
      indicated, may not:

     1.   sell short or buy on margin;

     2.   borrow  money in excess of the 5% of the value of its total net assets
          and then  only  from  banks,  and when  borrowing,  it is a  temporary
          measure for emergency purposes;

     3.   purchase the securities of any issuer (other than securities issued by
          the U.S.  government  or any of its agencies or  instrumentalities  or
          municipal  securities)  if, as a result,  more than 25% of the  Fund's
          total assets would be invested in the  securities  of companies  whose
          principal business activities are in the same industry;

     4.   with  respect  to  75%  of  the  Fund's  total  assets,  purchase  the
          securities of any issuer (other than  securities  issued or guaranteed
          by the U.S. government or any of its agencies or instrumentalities, or
          securities of other  investment  companies) if, as a result,  (i) more
          than 5% of the Fund's total assets would be invested in the securities
          of that  issuer,  or (ii) the Fund  would  hold  more  than 10% of the
          outstanding voting securities of that issuer;

     5.   underwrite  securities of other  issuers,  except insofar as it may be
          deemed to be an  underwriter  under  the  Securities  Act of 1933,  as
          amended,  in connection with the  disposition of the Fund's  portfolio
          securities;

     6.   issue  senior  securities,  except as permitted  under the  Investment
          Company Act of 1940;

     7.   lend any security or make any loan if, as a result,  more than 33 1/3%
          of its  total  assets  would  be  lent  to  other  parties,  but  this
          limitation  does not apply to the  purchase of debt  securities  or to
          repurchase agreements;

     8.   purchase or sell physical commodities;  however, this policy shall not
          prevent the Fund from purchasing and selling foreign currency, futures
          contracts,  options,  forward contracts,  swaps, caps, floors, collars
          and other financial instruments; or

     9.   purchase or sell real estate unless  acquired as a result of ownership
          of  securities  or other  instruments  (but this shall not prevent the
          Fund from investing in securities or other instruments  backed by real
          estate  or  securities  of  companies   engaged  in  the  real  estate
          business).

     10.  The Fund may,  notwithstanding any other fundamental investment policy
          or limitation,  invest all of its assets in the securities of a single
          open-end management investment company managed by INVESCO Funds Group,
          Inc. or an affiliate or a successor  thereof,  with  substantially the
          same fundamental investment objective, policies and limitations as the
          Fund.
<PAGE>
      In addition, the Fund has the following  non-fundamental  policies,  which
      may be changed without shareholder approval:

     A.   The  Fund  may  borrow  money  only  from a bank or  from an  open-end
          management  investment company managed by INVESCO Funds Group, Inc. or
          an  affiliate  or a  successor  thereof  for  temporary  or  emergency
          purposes  (not for  leveraging or investing) or by engaging in reverse
          repurchase  agreements with any party (reverse  repurchase  agreements
          will be treated as borrowings for purposes of  fundamental  limitation
          (2)).

     B.   The Fund does not  currently  intend to purchase any security if, as a
          result,  more  than  15%  of its  net  assets  would  be  invested  in
          securities that are deemed to be illiquid  because they are subject to
          legal or contractual  restrictions on resale or because they cannot be
          sold  or   disposed  of  in  the   ordinary   course  of  business  at
          approximately the prices at which they are valued.

     C.   The Fund may invest in securities issued by other investment companies
          to the extent that such  investments  are  consistent  with the Fund's
          investment objective and policies and permissible under the 1940 Act.

     D.   With  respect to  fundamental  limitation  (3),  domestic  and foreign
          banking will be considered to be different industries.

      In  addition,   with  respect  to  Funds  that  may  invest  in  municipal
      obligations, the following non-fundamental policy should be adopted:

      Each state (including the District of Columbia and Puerto Rico), territory
      and possession of the United States, each political  subdivision,  agency,
      instrumentality and authority thereof, and each multistate agency of which
      a state is a member is a separate  "issuer."  When the assets and revenues
      of an agency,  authority,  instrumentality or other political  subdivision
      are separate from the government creating the subdivision and the security
      is backed only by assets and revenues of the subdivision, such subdivision
      would  be  deemed  to be the  sole  issuer.  Similarly,  in the case of an
      Industrial  Development  Bond or Private  Activity  bond,  if that bond is
      backed only by the assets and revenues of the non-governmental  user, then
      that non-governmental user would be deemed to be the sole issuer. However,
      if the creating  government or another entity guarantees a security,  then
      to the extent that the value of all  securities  issued or  guaranteed  by
      that  government or entity and owned by the Fund exceeds 10% of the Fund's
      total assets,  the guarantee  would be considered a separate  security and
      would be treated as issued by that government or entity.

The  section  of the  Company's  SAI  entitled  "The Fund And Its  Management  -
Investment  Advisory Agreement" is amended to (1) delete the third paragraph and
(2) substitute the following paragraphs in its place:

      As full  compensation  for its advisory  services to the Company,  INVESCO
      receives a monthly fee. Effective May 14, 1997, the fee is contractual and
      is calculated daily at the following annual rates: 0.60% on the first $350
      million of the Fund's  average net assets;  0.55% on the next $350 million
      of the Fund's  average net assets;  0.50% on the Fund's average net assets
      from $700 million; 0.45% on the Fund's average net assets from $2 billion;
      0.40% of the Fund's average net assets from $4 billion.  Effective May 13,
      1999,  the following  additional  breakpoints  were  contractually  added:
      0.375% of the Fund's average net assets from $6 billion;  and 0.35% of the
      Fund's  average net assets from$8  billion.  From October 15, 1992 through
      May 14,  1997,  INVESCO  voluntarily  waived that portion of its fee which
      exceeded  0.45% of the  average  net  assets  of the Fund in  excess of $2
      billion. In addition,  from October 21, 1993 through may 14, 1997, INVESCO
      voluntarily  waived that  portion of its fee which  exceeded  0.40% of the
      average  net  assets of the Fund in excess of $4  billion.  For the fiscal
      years ended June 30, 1998,  1997 and 1996, the Fund paid INVESCO (prior to
      the voluntary  absorption  of certain Fund  expenses by INVESCO)  advisory
      fees of $23,205,917, $21,791,002 and $21,541,300, respectively.

The date of this Supplement is June 1, 1999.
<PAGE>
                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                            INVESCO Total Return Fund

               Supplement to Statement of Additional Information
                              Dated May 28, 1999

The section of the Company's SAI entitled  "Investment Policies And Restrictions
- - Loans of Portfolio  Securities" is amended to (1) delete the first sentence of
the section and (2) substitute the following in its place:

      As discussed in the section entitled "Risk Factors" in the Prospectus, the
      Fund may lend its  portfolio  securities,  provided  that  such  loans are
      callable  at any  time  by the  Fund  and  are at  all  times  secured  by
      collateral held by the Fund's  custodian  consisting of cash or securities
      issued or guaranteed by the United States  government or its agencies,  or
      any combination  thereof,  equal to at least the market value,  determined
      daily, of the loaned securities, while at the same

The section of the Company's SAI entitled  "Investment Policies And Restrictions
is amended  to (1)  delete the  subsections  entitled  "Futures  and  Options on
Futures and  Securities,"  "Forward Foreign  Currency  Contracts,"  "Real Estate
Investment  Trusts," "Put and Call  Options,"  "Futures and Options on Futures,"
and "Options on Futures  Contracts"  and (2)  substitute  the following in their
place:

      Futures, Options and Other Financial Instruments. General. As discussed in
      the  Prospectus,  the adviser  and/or  subadviser may use various types of
      financial instruments, some of which are derivatives, to attempt to manage
      the risk of the  Fund's  investments  or, in  certain  circumstances,  for
      investment  (e.g.,  as a substitute  for investing in  securities).  These
      financial  instruments  include  options,   futures  contracts  (sometimes
      referred to as "futures"),  forward  contracts,  swaps,  caps,  floors and
      collars  (collectively,  "Financial  Instruments").  The  policies in this
      section do not apply to other types of instruments  sometimes  referred to
      as  derivatives,  such as indexed  securities,  mortgage-backed  and other
      asset-backed securities, and stripped interest and principal of debt.

      Generally, the Fund is authorized to use any type of Financial Instrument.
      However, as a non-fundamental  policy, the Fund will only use a particular
      Financial Instrument (other than those related to foreign currency) if the
      Fund is  authorized  to take a position  in the type of asset to which the
      return on, or value of, the  Financial  Instrument  is primarily  related.
      Therefore,  for  example,  if  the  Fund  is  authorized  to  invest  in a
      particular type of security (such as an equity security),  it could take a
      position in an option on an index relating to equity securities.

      Hedging strategies can be broadly categorized as "short" hedges and "long"
      or  "anticipatory"  hedges.  A short hedge involves the use of a Financial
      Instrument in order to partially or fully offset  potential  variations in
      the value of one or more investments held in the Fund's portfolio.  A long
      or anticipatory hedge involves the use of a Financial  Instrument in order
      to partially or fully offset  potential  increases in the acquisition cost
      of one or more  investments  that  the  Fund  intends  to  acquire.  In an
      anticipatory  hedge   transaction,   the  Fund  does  not  already  own  a
      corresponding  security.  Rather,  it  relates  to a  security  or type of
      security that the Fund intends to acquire.  If the Fund does not eliminate
      the hedge by  purchasing  the security as  anticipated,  the effect on the
      Fund's  portfolio is the same as if a long  position  were  entered  into.
      Financial  Instruments  may also be used,  in certain  circumstances,  for
      investment (e.g., as a substitute for investing in securities).
<PAGE>
      Financial  Instruments  on  individual  securities  generally  are used to
      attempt  to  hedge  against  price  movements  in one or  more  particular
      securities  positions  that the Fund  already  owns or intends to acquire.
      Financial  Instruments  on indexes,  in  contrast,  generally  are used to
      attempt to hedge all or a portion of a portfolio  against price  movements
      of the securities within a market sector in which the Fund has invested or
      expects to invest.

      The use of Financial  Instruments is subject to applicable  regulations of
      the Securities and Exchange Commission ("SEC"), the several exchanges upon
      which  they are  traded,  and the  Commodity  Futures  Trading  Commission
      ("CFTC").  In addition,  the Fund's  ability to use Financial  Instruments
      will be limited by tax considerations.
      See "Tax Consequences of Owning Shares of the Funds."

      In addition to the instruments and strategies described below, the adviser
      and/or  sub-adviser  and/or  sub-adviser  may use other similar or related
      techniques  to the  extent  that  they  are  consistent  with  the  Fund's
      investment  objective and permitted by the Fund's  investment  limitations
      and applicable regulatory authorities.  The Fund's Prospectus or Statement
      of Additional  Information ("SAI") will be supplemented to the extent that
      new products or techniques become employed involving  materially different
      risks than those described below or in the Prospectus.

      Special Risks.  Financial Instruments and their use involve special
      considerations and risks, certain of which are described below.

      (1) If the adviser and/or sub-adviser employs a Financial  Instrument that
      correlates  imperfectly with the Fund's investments,  a loss could result,
      regardless  of whether or not the  intent  was to manage  risk.  Financial
      Instruments  may increase the  volatility of the Fund. In addition,  these
      techniques could result in a loss if there is not a liquid market to close
      out a position that the Fund has entered.

      (2) There might be  imperfect  correlation  between  price  movements of a
      Financial  Instrument and price movements of the investments being hedged.
      For example, if the value of a Financial  Instrument used in a short hedge
      increased by less than the decline in value of the hedged investment,  the
      hedge would not be fully successful. This might be caused by certain kinds
      of trading  activity that distorts the normal price  relationship  between
      the security  being hedged and the Financial  Instrument.  Similarly,  the
      effectiveness of hedges using Financial Instruments on indexes will depend
      on the degree of  correlation  between  price  movements  in the index and
      price movements in the securities being hedged.

      The Fund is  authorized  to use options and futures  contracts  related to
      securities  with issuers,  maturities or other  characteristics  different
      from the  securities in which it typically  invests.  This involves a risk
      that the options or futures position will not track the performance of the
      Fund's portfolio investments.

      The direction of options and futures price movements can also diverge from
      the  direction  of  the  movements  of  the  prices  of  their  underlying
      instruments,   even  if  the  underlying   instruments  match  the  Fund's
      investments well.  Options and futures prices are affected by such factors
      as  current  and  anticipated   short-term  interest  rates,   changes  in
      volatility of the  underlying  instrument,  and the time  remaining  until
      expiration of the contract,  which may not affect security prices the same
      way. Imperfect correlation may also result from differing levels of demand
      in the options  and  futures  markets  and the  securities  markets,  from
      structural  differences  in how options and  futures  and  securities  are
      traded,  or from imposition of daily price  fluctuation  limits or trading
      halts. The Fund may take positions in options and futures contracts with a
      greater or lesser  face value  than the  securities  it wishes to hedge or
      intends to purchase in order to attempt to compensate  for  differences in
      volatility between the contract and the securities,  although this may not
      be successful in all cases.
<PAGE>
      (3) If successful,  the above-discussed hedging strategies can reduce risk
      of  loss  by  wholly  or  partially  offsetting  the  negative  effect  of
      unfavorable  price  movements  of  portfolio  securities.   However,  such
      strategies can also reduce opportunity for gain by offsetting the positive
      effect of favorable price movements. For example, if the Fund entered into
      a short hedge because the adviser and/or  sub-adviser  projected a decline
      in the price of a security in the Fund's portfolio,  and the price of that
      security  increased  instead,  the gain from that increase would likely be
      wholly or partially offset by a decline in the value of the short position
      in the  Financial  Instrument.  Moreover,  if the  price of the  Financial
      Instrument  declined  by  more  than  the  increase  in the  price  of the
      security, the Fund could suffer a loss.

      (4) The  Fund's  ability  to close out a  position  in an  exchange-traded
      Financial Instrument prior to expiration or maturity depends on the degree
      of liquidity of the market.

      (5) As  described  below,  the Fund is  required  to  maintain  assets  as
      "cover,"  maintain  segregated  accounts or make margin  payments  when it
      takes positions in Financial  Instruments  involving  obligations to third
      parties (i.e., Financial Instruments other than purchased options). If the
      Fund were unable to close out its positions in such Financial Instruments,
      it might be required to  continue  to maintain  such assets or  segregated
      accounts  or  make  such  payments  until  the  position  expired.   These
      requirements  might impair the Fund's ability to sell a portfolio security
      or make an investment at a time when it would otherwise be favorable to do
      so,  or  require   that  the  Fund  sell  a   portfolio   security   at  a
      disadvantageous time.

      Cover. Positions in Financial  Instruments,  other than purchased options,
      expose the Fund to an obligation to another party. The Fund will not enter
      into any such  transactions  unless it owns (1) an offsetting  ("covered")
      position in securities,  currencies or other options, futures contracts or
      forward   contracts,   or  (2)  cash  and  liquid  assets  with  a  value,
      marked-to-market  daily, sufficient to cover its obligations to the extent
      not  covered as  provided  in (1)  above.  The Fund will  comply  with SEC
      guidelines  regarding  cover  for  these  instruments  and  will,  if  the
      guidelines  so require,  designate  cash or liquid assets as segregated in
      the prescribed amount as determined daily.

      Assets  used as cover  or held as  segregated  cannot  be sold  while  the
      position in the corresponding Financial Instrument is open unless they are
      replaced with other appropriate  assets. As a result,  the commitment of a
      large portion of the Fund's assets to cover or as segregated  could impede
      portfolio  management or the Fund's ability to meet redemption requests or
      other current obligations.

      Options.  The Fund may engage in certain  strategies  involving options to
      attempt   to  manage   the  risk  of  its   investments   or,  in  certain
      circumstances,  for  investment  (e.g.,  as a substitute  for investing in
      securities).  A call  option  gives the  purchaser  the right to buy,  and
      obligates the writer to sell, the underlying investment at the agreed-upon
      exercise price during the option period.  A put option gives the purchaser
      the  right to sell,  and  obligates  the  writer  to buy,  the  underlying
      investment at the  agreed-upon  exercise  price during the option  period.
      Purchasers  of options  pay an amount,  known as a premium,  to the option
      writer in exchange for the right under the option  contract.  See "Options
      on Indexes"  below with regard to cash  settlement of option  contracts on
      index values.

      The purchase of call options can serve as a hedge  against a price rise of
      the underlier and the purchase of put options can serve as a hedge against
      a price  decline of the  underlier.  Writing  call  options can serve as a
      limited short hedge because declines in the value of the hedged investment
      would be offset to the extent of the  premium  received  for  writing  the
      option. However, if the security or currency appreciates to a price higher
      than the exercise  price of the call option,  it can be expected  that the
      option  will be  exercised  and the  Fund  will be  obligated  to sell the
      security or currency at less than its market value.
<PAGE>
      Writing  put  options can serve as a limited  long or  anticipatory  hedge
      because increases in the value of the hedged investment would be offset to
      the extent of the premium received for writing the option. However, if the
      security or currency  depreciates to a price lower than the exercise price
      of the  put  option,  it can be  expected  that  the  put  option  will be
      exercised  and the Fund will be  obligated  to  purchase  the  security or
      currency at more than its market  value.  The value of an option  position
      will  reflect,  among  other  things,  the  current  market  value  of the
      underlying   investment,   the  time  remaining  until   expiration,   the
      relationship  of the exercise  price to the market price of the underlying
      investment,  the price volatility of the underlying investment and general
      market and interest rate conditions.  Options that expire unexercised have
      no value.

      The Fund may effectively terminate its right or obligation under an option
      by  entering  into a  closing  transaction.  For  example,  the  Fund  may
      terminate its obligation under a call or put option that it had written by
      purchasing  an  identical  call or put option;  this is known as a closing
      purchase transaction.  Conversely,  the Fund may terminate a position in a
      put or call option it had  purchased by writing an  identical  put or call
      option; this is known as a closing sale transaction.  Closing transactions
      permit the Fund to realize  profits or limit losses on an option  position
      prior to its exercise or expiration.

      Risks of Options on Securities.  Options  embody the  possibility of large
      amounts of exposure, which will result in the Fund's net asset value being
      more sensitive to changes in the value of the related investment.

      The Fund's ability to establish and close out positions in exchange-listed
      options  depends on the existence of a liquid  market.  If the Fund is not
      able to enter into an offsetting  closing  transaction on an option it has
      written,  it will be required to maintain  the  securities  subject to the
      call or the  liquid  assets  underlying  the put until a closing  purchase
      transaction can be entered into or the option expires.  However, there can
      be no assurance that such a market will exist at any particular time.

      If the Fund were unable to effect a closing  transaction  for an option it
      had purchased, it would have to exercise the option to realize any profit.
      The inability to enter into a closing  purchase  transaction for a covered
      call option  written by the Fund could cause  material  losses because the
      Fund would be unable to sell the investment  used as cover for the written
      option until the option expires or is exercised.

      Options  on  Indexes.  Puts and calls on indexes  are  similar to puts and
      calls on securities or futures  contracts  except that all settlements are
      in cash and changes in value  depend on changes in the index in  question.
      When the Fund writes a call on an index,  it receives a premium and agrees
      that,  prior to the  expiration  date,  upon  exercise  of the  call,  the
      purchaser  will  receive  from the  Fund an  amount  of cash  equal to the
      positive  difference  between  the  closing  price  of the  index  and the
      exercise  price of the call  times a  specified  multiple  ("multiplier"),
      which determines the total dollar value for each point of such difference.
      When the Fund buys a call on an index,  it pays a premium and has the same
      rights as to such call as are indicated above. When the Fund buys a put on
      an index,  it pays a premium  and has the right,  prior to the  expiration
      date, to require the seller of the put to deliver to the Fund an amount of
      cash equal to the positive  difference  between the exercise  price of the
      put and the closing price of the index times the multiplier. When the Fund
      writes a put on an index,  it receives a premium and the  purchaser of the
      put has the right,  prior to the  expiration  date, to require the Fund to
      deliver to it an amount of cash equal to the positive  difference  between
      the exercise price of the put and the closing level of the index times the
      multiplier.
<PAGE>
      The risks of purchasing and selling options on indexes may be greater than
      options on securities. Because index options are settled in cash, when the
      Fund writes a call on an index it cannot fulfill its potential  settlement
      obligations by delivering the underlying  securities.  The Fund can offset
      some of the risk of writing a call index  option by holding a  diversified
      portfolio of securities  similar to those on which the underlying index is
      based. However, the Fund cannot, as a practical matter, acquire and hold a
      portfolio  containing  exactly the same  securities  as underlie the index
      and, as a result,  bears a risk that the value of the securities held will
      vary from the value of the index.

      Even if the Fund could  assemble a portfolio  that exactly  reproduced the
      composition of the underlying  index,  it still would not be fully covered
      from a risk  standpoint  because of the "timing risk"  inherent in writing
      index options. When an index option is exercised,  the amount of cash that
      the holder is entitled to receive is determined by the difference  between
      the exercise  price and the closing  index  level.  As with other kinds of
      options, the Fund as the call writer will not learn that the Fund has been
      assigned  until the next business  day. The time lag between  exercise and
      notice of  assignment  poses no risk for the writer of a covered call on a
      specific underlying  security,  such as common stock, because in that case
      the writer's obligation is to deliver the underlying security,  not to pay
      its value as of a moment in the past. In contrast,  the writer of an index
      call will be  required  to pay cash in an amount  based on the  difference
      between the  closing  index value on the  exercise  date and the  exercise
      price. By the time it learns that it has been assigned, the index may have
      declined.  This "timing risk" is an inherent  limitation on the ability of
      index call writers to cover their risk exposure.

      If the Fund has  purchased  an index  option and  exercises  it before the
      closing index value for that day is  available,  it runs the risk that the
      level of the underlying  index may subsequently  change.  If such a change
      causes  the   exercised   option  to  fall   out-of-the-money,   the  Fund
      nevertheless  will be required to pay the  difference  between the closing
      index value and the  exercise  price of the option  (times the  applicable
      multiplier) to the assigned writer.

      Futures  Contracts  and  Options  on  Futures  Contracts.  When  the  Fund
      purchases  or  sells  a  futures   contract,   it  incurs  an   obligation
      respectively  to  take or  make  delivery  of a  specified  amount  of the
      obligation underlying the contract at a specified time and price. When the
      Fund  writes an option on a futures  contract,  it  becomes  obligated  to
      assume a position in the futures contract at a specified exercise price at
      any time  during the term of the  option.  If the Fund  writes a call,  on
      exercise  it  assumes a short  futures  position.  If it writes a put,  on
      exercise it assumes a long futures position.

      The  purchase of futures or call options on futures can serve as a long or
      an  anticipatory  hedge,  and the sale of futures or the  purchase  of put
      options on futures can serve as a short  hedge.  Writing  call  options on
      futures  contracts  can serve as a limited  short hedge,  using a strategy
      similar to that used for writing  call options on  securities  or indexes.
      Similarly, writing put options on futures contracts can serve as a limited
      long or anticipatory hedge.

      In addition,  futures  strategies can be used to manage the "duration" ( a
      measure of anticipated  sensitivity to changes in interest rates, which is
      sometimes  related to the weighted  average  maturity of a portfolio)  and
      associated interest rate risk of the Fund's fixed-income portfolio. If the
      adviser  and/or  sub-adviser  wishes to shorten the duration of the Fund's
      fixed-income  portfolio (i.e., reduce anticipated  sensitivity),  the Fund
      may sell an appropriate debt futures contract or a call option thereon, or
      purchase a put option on that  futures  contract.  If the  adviser  and/or
      sub-adviser  wishes to lengthen  the  duration of the Fund's  fixed-income
      portfolio (i.e.,  increase anticipated  sensitivity),  the Fund may buy an
      appropriate debt futures contract or a call option thereon,  or sell a put
      option thereon.
<PAGE>
      At the  inception of a futures  contract,  the Fund is required to deposit
      "initial  margin"  in an  amount  generally  equal  to 10% or  less of the
      contract value.  Initial margin must also be deposited when writing a call
      or put  option  on a  futures  contract,  in  accordance  with  applicable
      exchange rules.  Subsequent  "variation  margin"  payments are made to and
      from the  futures  broker  daily as the value of the  futures  or  written
      option position  varies,  a process known as  "marking-to-market."  Unlike
      margin in securities transactions, initial margin on futures contracts and
      written  options on futures  contracts  does not  represent a borrowing on
      margin,  but rather is in the nature of a  performance  bond or good-faith
      deposit that is returned to the Fund at the termination of the transaction
      if  all  contractual  obligations  have  been  satisfied.   Under  certain
      circumstances,  such  as  periods  of high  volatility,  the  Fund  may be
      required to increase the level of initial margin payments. If the Fund has
      insufficient  cash to meet daily variation margin  requirements,  it might
      need to sell  securities  in order to do so at a time when such  sales are
      disadvantageous.

      Purchasers  and  sellers of futures  contracts  and options on futures can
      enter   into   offsetting   closing   transactions,   similar  to  closing
      transactions  on  options,  by selling  or  purchasing,  respectively,  an
      instrument  identical to the  instrument  purchased or sold.  Positions in
      futures and  options on futures  used by the Fund may be closed only on an
      exchange or board of trade that provides a market.  However,  there can be
      no assurance that a liquid market will exist for a particular  contract at
      a  particular  time.  In such  event,  it may not be  possible  to close a
      futures contract or options position.

      Under certain circumstances,  futures exchanges may establish daily limits
      on the  amount  that the  price of a  futures  contract  or an option on a
      futures contract can vary from the previous day's settlement  price;  once
      that limit is  reached,  no trades may be made that day at a price  beyond
      the limit. Daily price limits do not limit potential losses because prices
      could move to the daily limit for several  consecutive days with little or
      no trading, thereby preventing liquidation of unfavorable positions.

      If the Fund was unable to  liquidate a futures  contract or an option on a
      futures  contract  position  due to the absence of a liquid  market or the
      imposition of price limits,  it could incur substantial  losses.  The Fund
      would  continue to be subject to market risk with respect to the position.
      In  addition,  except in the case of  purchased  options,  the Fund  would
      continue to be required to make daily variation  margin payments and might
      be  required to continue to  maintain  the  position  being  hedged by the
      futures  contract or option or to continue to maintain  cash or securities
      in a segregated account.

      To the extent  that the Fund  enters into  futures  contracts,  options on
      futures   contracts  and  options  on  foreign   currencies  traded  on  a
      CFTC-regulated  exchange,  in each case that is not for bona fide  hedging
      purposes  (as  defined  by the CFTC),  the  aggregate  initial  margin and
      premiums  required to establish these  positions  (excluding the amount by
      which options are  "in-the-money"  at the time of purchase) may not exceed
      5% of the  liquidation  value of the Fund's  portfolio,  after taking into
      account unrealized profits and unrealized losses on any contracts the Fund
      has entered into.  This policy does not limit to 5% the  percentage of the
      Fund's  assets that are at risk in futures  contracts,  options on futures
      contracts and currency options.

      Risks of Futures Contracts and Options Thereon.  The ordinary spreads at a
      given time between prices in the cash and futures  markets  (including the
      options on futures  markets),  due to  differences in the natures of those
      markets, are subject to the following factors.  First, all participants in
      the  futures  market  are  subject  to  margin  deposit  and   maintenance
      requirements.  Rather than meeting additional margin deposit requirements,
      investors may close futures  contracts  through  offsetting  transactions,
      which could distort the normal  relationship  between the cash and futures
<PAGE>
      markets.   Second,   the  liquidity  of  the  futures  market  depends  on
      participants  entering into offsetting  transactions rather than making or
      taking  delivery.  To the  extent  participants  decide  to  make  or take
      delivery, liquidity in the futures market could be reduced, thus producing
      distortion.  Due to the  possibility  of  distortion,  a hedge  may not be
      successful.   Additionally,  Fund  Management  may  be  incorrect  in  its
      expectations as to the extent of various interest rate,  currency exchange
      rate or stock market movements or the time span within which the movements
      take place.

      Index Futures. The risk of imperfect  correlation between movements in the
      price of index futures and movements in the price of the  securities  that
      are the  subject of a hedge  increases  as the  composition  of the Fund's
      portfolio diverges from the index. The price of the index futures may move
      proportionately  more than or less than the price of the securities  being
      hedged. If the price of the index futures moves  proportionately less than
      the price of the securities  that are the subject of the hedge,  the hedge
      will not be fully  effective.  Assuming the price of the securities  being
      hedged has moved in an  unfavorable  direction,  as  anticipated  when the
      hedge was put into place,  the Fund would be in a better  position than if
      it had not  hedged  at all,  but not as good as if the  price of the index
      futures  moved  in  full  proportion  to that  of the  hedged  securities.
      However,  if the  price of the  securities  being  hedged  has  moved in a
      favorable  direction,  this advantage will be partially offset by movement
      of the price of the futures contract. If the price of the futures contract
      moves  more than the  price of the  securities,  the Fund will  experience
      either  a loss  or a  gain  on  the  futures  contract  that  will  not be
      completely offset by movements in the price of the securities that are the
      subject of the hedge.

      Where index futures are purchased in an anticipatory hedge, it is possible
      that the market  may  decline  instead.  If the Fund then  decides  not to
      invest in the  securities  at that time  because of concern as to possible
      further market decline or for other reasons, it will realize a loss on the
      futures  contract  that is not offset by a  reduction  in the price of the
      securities it had anticipated purchasing.

      Foreign Currency Hedging Strategies--Special  Considerations. The Fund may
      use options and futures  contracts  on foreign  currencies,  as  mentioned
      previously, and forward currency contracts, as described below, to attempt
      to hedge  against  movements  in the values of the foreign  currencies  in
      which the Fund's securities are denominated or, in certain  circumstances,
      for  investment  (e.g.,  as  a  substitute  for  investing  in  securities
      denominated  in foreign  currency).  Currency  hedges can protect  against
      price  movements  in a  security  that the Fund owns or intends to acquire
      that are  attributable to changes in the value of the currency in which it
      is denominated.

      The Fund might seek to hedge against  changes in the value of a particular
      currency when no Financial  Instruments  on that currency are available or
      such Financial Instruments are more expensive than certain other Financial
      Instruments.  In such  cases,  the Fund may  seek to hedge  against  price
      movements in that currency by entering into  transactions  using Financial
      Instruments on another  currency or a basket of  currencies,  the value of
      which the adviser and/or  sub-adviser  believes will have a high degree of
      positive  correlation to the value of the currency being hedged.  The risk
      that movements in the price of the Financial Instrument will not correlate
      perfectly  with  movements  in the price of the  currency  subject  to the
      hedging transaction may be increased when this strategy is used.

      The value of Financial  Instruments on foreign  currencies  depends on the
      value of the  underlying  currency  relative to the U.S.  dollar.  Because
      foreign  currency  transactions  occurring in the  interbank  market might
      involve  substantially  larger  amounts than those  involved in the use of
      such Financial  Instruments,  the Fund could be disadvantaged by having to
      deal in the odd-lot market  (generally  consisting of transactions of less
      than $1 million) for the underlying  foreign currencies at prices that are
      less favorable than for round lots.
<PAGE>
      There is no  systematic  reporting  of last sale  information  for foreign
      currencies or any regulatory requirement that quotations available through
      dealers or other  market  sources  be firm or  revised on a timely  basis.
      Quotation   information   generally  is   representative   of  very  large
      transactions  in the interbank  market and thus might not reflect  odd-lot
      transactions where rates might be less favorable.  The interbank market in
      foreign currencies is a global,  round-the-clock market. To the extent the
      U.S.  options or futures  markets  are closed  while the  markets  for the
      underlying  currencies  remain open,  significant price and rate movements
      might take place in the underlying markets that cannot be reflected in the
      markets for the Financial Instruments until they reopen.

      Settlement of hedging  transactions  involving foreign currencies might be
      required to take place within the country issuing the underlying currency.
      Thus,  the Fund  might be  required  to  accept  or make  delivery  of the
      underlying  foreign  currency  in  accordance  with  any U.S.  or  foreign
      regulations  regarding the maintenance of foreign banking  arrangements by
      U.S.  residents  and might be required to pay any fees,  taxes and charges
      associated with such delivery assessed in the issuing country.

      Forward  Currency  Contracts and Foreign Currency  Deposits.  The Fund may
      enter  into  forward  currency  contracts  to  purchase  or  sell  foreign
      currencies for a fixed amount of U.S. dollars or another foreign currency.
      A forward currency  contract  involves an obligation to purchase or sell a
      specific  currency at a future date, which may be any fixed number of days
      (term) from the date of the forward  currency  contract agreed upon by the
      parties,  at a price  set at the time the  forward  currency  contract  is
      entered.  Forward  currency  contracts  are  negotiated  directly  between
      currency traders (usually large commercial banks) and their customers.

      Such transactions may serve as long or anticipatory  hedges;  for example,
      the Fund may  purchase  a forward  currency  contract  to lock in the U.S.
      dollar price of a security denominated in a foreign currency that the Fund
      intends to acquire.  Forward  currency  contracts  may also serve as short
      hedges; for example, the Fund may sell a forward currency contract to lock
      in the U.S. dollar equivalent of the proceeds from the anticipated sale of
      a security  or a dividend  or interest  payment  denominated  in a foreign
      currency.

      The Fund may  also use  forward  currency  contracts  to hedge  against  a
      decline  in the  value of  existing  investments  denominated  in  foreign
      currency.  Such a hedge would tend to offset both  positive  and  negative
      currency  fluctuations,  but would not offset  changes in security  values
      caused  by other  factors.  The Fund  could  also  hedge the  position  by
      entering  into a  forward  currency  contract  to  sell  another  currency
      expected to perform similarly to the currency in which the Fund's existing
      investments are denominated.  This type of hedge could offer advantages in
      terms of cost, yield or efficiency, but may not hedge currency exposure as
      effectively as a simple hedge against U.S. dollars. This type of hedge may
      result in losses if the currency used to hedge does not perform  similarly
      to the currency in which the hedged securities are denominated.

      The Fund may also use  forward  currency  contracts  in one  currency or a
      basket of currencies to attempt to hedge against fluctuations in the value
      of securities  denominated  in a different  currency if the adviser and/or
      sub-adviser  anticipates that there will be a positive correlation between
      the two currencies.

      The cost to the Fund of engaging in forward currency contracts varies with
      factors such as the currency  involved,  the length of the contract period
      and the  market  conditions  then  prevailing.  Because  forward  currency
      contracts  are  usually  entered  into on a  principal  basis,  no fees or
      commissions  are  involved.  When the Fund enters into a forward  currency
      contract,  it relies on the  counterparty  to make or take delivery of the
      underlying  currency  at the  maturity  of the  contract.  Failure  by the
      counterparty  to do so  would  result  in the  loss  of some or all of any
      expected benefit of the transaction.
<PAGE>
      As is the case with futures  contracts,  purchasers and sellers of forward
      currency contracts can enter into offsetting closing transactions, similar
      to closing  transactions on futures  contracts,  by selling or purchasing,
      respectively, an instrument identical to the instrument purchased or sold.
      Secondary markets  generally do not exist for forward currency  contracts,
      with  the  result  that  closing  transactions  generally  can be made for
      forward  currency   contracts  only  by  negotiating   directly  with  the
      counterparty.  Thus,  there can be no assurance that the Fund will in fact
      be able to close out a forward  currency  contract  at a  favorable  price
      prior  to  maturity.  In  addition,  in the  event  of  insolvency  of the
      counterparty,  the Fund  might be unable  to close out a forward  currency
      contract. In either event, the Fund would continue to be subject to market
      risk with respect to the  position,  and would  continue to be required to
      maintain a position in securities  denominated in the foreign  currency or
      to maintain cash or liquid assets in a segregated account.

      The precise matching of forward currency contract amounts and the value of
      the securities, dividends or interest payments involved generally will not
      be possible  because the value of such  securities,  dividends or interest
      payments,  measured in the foreign currency, will change after the forward
      currency  contract  has been  established.  Thus,  the Fund  might need to
      purchase  or sell  foreign  currencies  in the spot  (cash)  market to the
      extent  such  foreign  currencies  are not  covered  by  forward  currency
      contracts.  The  projection of  short-term  currency  market  movements is
      extremely difficult,  and the successful execution of a short-term hedging
      strategy is highly uncertain.

      Forward currency contracts may substantially  change the Fund's investment
      exposure to changes in currency  exchange rates and could result in losses
      to the Fund if currencies do not perform as the adviser and/or sub-adviser
      anticipates. There is no assurance that the adviser's and/or sub-adviser's
      use of forward currency contracts will be advantageous to the Fund or that
      it will hedge at an appropriate time.

      The Fund may also purchase and sell foreign currency and invest in foreign
      currency deposits.  Currency  conversion involves dealer spreads and other
      costs, although commissions usually are not charged.

      Combined Positions.  The Fund may purchase and write options or futures in
      combination  with each other,  or in  combination  with futures or forward
      currency contracts,  to manage the risk and return  characteristics of its
      overall  position.  For  example,  the Fund may  purchase a put option and
      write a call  option  on the  same  underlying  instrument,  in  order  to
      construct a combined  position whose risk and return  characteristics  are
      similar to selling a futures contract.  Another possible combined position
      would involve  writing a call option at one strike price and buying a call
      option at a lower  price,  in order to reduce the risk of the written call
      option in the event of a  substantial  price  increase.  Because  combined
      options  positions   involve  multiple  trades,   they  result  in  higher
      transaction costs.

      Turnover.  The  Fund's  options  and  futures  activities  may  affect its
      turnover rate and brokerage commission payments.  The exercise of calls or
      puts written by the Fund,  and the sale or purchase of futures  contracts,
      may cause it to sell or purchase related investments,  thus increasing its
      turnover rate.  Once the Fund has received an exercise notice on an option
      it has  written,  it  cannot  effect  a  closing  transaction  in order to
      terminate its obligation  under the option and must deliver or receive the
      underlying  securities  at  the  exercise  price.  The  exercise  of  puts
      purchased by the Fund may also cause the sale of related investments, also
      increasing turnover;  although such exercise is within the Fund's control,
      holding a  protective  put might cause it to sell the related  investments
      for reasons  that would not exist in the absence of the put. The Fund will
      pay a  brokerage  commission  each  time it buys or sells a put or call or
      purchases or sells a futures contract. Such commissions may be higher than
      those that would apply to direct purchases or sales.
<PAGE>
      Swaps,  Caps,  Floors and Collars.  The Fund is  authorized  to enter into
      swaps,  caps,  floors and  collars.  However,  these  instruments  are not
      exchange-traded  and the Fund  presently has a  non-fundamental  policy to
      utilize only exchange-traded Financial Instruments.

      Swaps  involve  the  exchange  by one party  with  another  party of their
      respective  commitments to pay or receive cash flows, e.g., an exchange of
      floating rate payments for fixed rate payments. The purchase of a cap or a
      floor entitles the purchaser, to the extent that a specified index exceeds
      in the  case  of a  cap,  or  falls  below  in  the  case  of a  floor,  a
      predetermined  value, to receive  payments on a notional  principal amount
      from the party  selling such  instrument.  A collar  combines  elements of
      buying a cap and selling a floor.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And Restrictions" is amended to add the following to that section:

      SPDRs.  The Fund  may  invest  in SPDRs  and  shares  of other  investment
      companies.  SPDRs are traded on the American Stock Exchange.  SPDR holders
      such as the Fund are paid a "Dividend  Equivalent Amount" that corresponds
      to the amount of cash  dividends  accruing to the  securities  held by the
      SPDR Trust,  net of certain  fees and  expenses.  Therefore,  the dividend
      yield of SPDRs may be less than that of the S&P 500 Index.  The Investment
      Company Act of 1940 limits  investments in securities of other  investment
      companies,  such as the  SPDR  Trust.  These  limitations  include,  among
      others,  that,  subject  to  certain  exceptions,  no more than 10% of the
      Fund's  total  assets may be invested in  securities  of other  investment
      companies,  and no more than 5% of its total assets may be invested in the
      securities of any one  investment  company.  As a  shareholder  of another
      investment company,  the Fund would bear its pro rata portion of the other
      investment company's expenses, including advisory fees, in addition to the
      expenses the Fund bears directly in connection with its own operations.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies and  Restrictions - Investment  Restrictions"  is amended to (1) delete
the section in its entirety,  and (2) substitute  the following  sections in its
place:

      Investment  Restrictions.  The  Fund  operates  under  certain  investment
      restrictions.  For purposes of the following restrictions,  all percentage
      limitations apply immediately after a purchase or initial investment.  Any
      subsequent change in a particular  percentage  resulting from fluctuations
      in value does not require elimination of any security from the Fund.

      The following  restrictions  are  fundamental  and may not be changed with
      respect  to  the  Fund  without  prior  approval  of  a  majority  of  the
      outstanding  voting  securities of the Fund, as defined in the  Investment
      Company Act of 1940, as amended (the "1940 Act").
      The Fund, unless otherwise indicated, may not:

     1.   purchase the securities of any issuer (other than securities issued or
          guaranteed  by  the  U.S.   government  or  any  of  its  agencies  or
          instrumentalities or municipal  securities) if, as a result, more than
          25% of the Fund's total assets would be invested in the  securities of
          companies  whose  principal  business   activities  are  in  the  same
          industry;

     2.   with  respect  to  75%  of  the  Fund's  total  assets,  purchase  the
          securities of any issuer (other than  securities  issued or guaranteed
          by the U.S. government or any of its agencies or instrumentalities, or
          securities of other  investment  companies) if, as a result,  (i) more
          than 5% of the Fund's total assets would be invested in the securities
          of that  issuer,  or (ii) the Fund  would  hold  more  than 10% of the
          outstanding voting securities of that issuer;
<PAGE>
     3.   underwrite  securities of other  issuers,  except insofar as it may be
          deemed to be an  underwriter  under  the  Securities  Act of 1933,  as
          amended,  in connection with the  disposition of the Fund's  portfolio
          securities;

     4.   borrow  money,  except that the Fund may borrow money in an amount not
          exceeding 33 1/3% of its total assets  (including the amount borrowed)
          less liabilities (other than borrowings);

     5.   issue  senior  securities,  except as permitted  under the  Investment
          Company Act of 1940;

     6.   lend any security or make any loan if, as a result,  more than 33 1/3%
          of its  total  assets  would  be  lent  to  other  parties,  but  this
          limitation  does not apply to the  purchase of debt  securities  or to
          repurchase agreements;

     7.   purchase or sell physical commodities;  however, this policy shall not
          prevent the Fund from purchasing and selling foreign currency, futures
          contracts,  options,  forward contracts,  swaps, caps, floors, collars
          and other financial instruments; or

     8.   purchase or sell real estate unless  acquired as a result of ownership
          of  securities  or other  instruments  (but this shall not prevent the
          Fund from investing in securities or other instruments  backed by real
          estate  or  securities  of  companies   engaged  in  the  real  estate
          business).

     9.   The Fund may,  notwithstanding any other fundamental investment policy
          or limitation,  invest all of its assets in the securities of a single
          open-end management investment company managed by INVESCO Funds Group,
          Inc. or an affiliate or a successor  thereof,  with  substantially the
          same fundamental investment objective, policies and limitations as the
          Fund.

      In addition, the Fund has the following  non-fundamental  policies,  which
      may be changed without shareholder approval:

     A.   The Fund  may not sell  securities  short  (unless  it owns or has the
          right  to  obtain  securities  equivalent  in kind and  amount  to the
          securities sold short) or purchase  securities on margin,  except that
          (i) this policy does not  prevent  the Fund from  entering  into short
          positions in foreign currency,  futures  contracts,  options,  forward
          contracts,   swaps,   caps,   floors,   collars  and  other  financial
          instruments,  (ii) the Fund may obtain such short-term  credits as are
          necessary  for the clearance of  transactions,  and (iii) the Fund may
          make margin  payments in connection with futures  contracts,  options,
          forward contracts,  swaps,  caps, floors,  collars and other financial
          instruments.

     B.   The  Fund  may  borrow  money  only  from a bank or  from an  open-end
          management  investment company managed by INVESCO Funds Group, Inc. or
          an  affiliate  or a  successor  thereof  for  temporary  or  emergency
          purposes  (not for  leveraging or investing) or by engaging in reverse
          repurchase  agreements with any party (reverse  repurchase  agreements
          will be treated as borrowings for purposes of  fundamental  limitation
          (4)).

     C.   The Fund does not  currently  intend to purchase any security if, as a
          result,  more  than  15%  of its  net  assets  would  be  invested  in
          securities that are deemed to be illiquid  because they are subject to
          legal or contractual  restrictions on resale or because they cannot be
          sold  or   disposed  of  in  the   ordinary   course  of  business  at
          approximately the prices at which they are valued.
<PAGE>
     D.   The Fund may invest in securities issued by other investment companies
          to the extent that such  investments  are  consistent  with the Fund's
          investment objective and policies and permissible under the 1940 Act.

     E.   With  respect to  fundamental  limitation  (1),  domestic  and foreign
          banking will be considered to be different industries.

      In  addition,  with  respect  to the Funds  that may  invest in  municipal
      obligations,  the following  non-fundamental  policy applies, which may be
      changed without shareholder approval:

      Each state (including the District of Columbia and Puerto Rico), territory
      and possession of the United States, each political  subdivision,  agency,
      instrumentality  and authority  thereof,  and each  multi-state  agency of
      which a state is a member is a  separate  "issuer."  When the  assets  and
      revenues  of an  agency,  authority,  instrumentality  or other  political
      subdivision are separate from the government  creating the subdivision and
      the  security  is backed only by assets and  revenues of the  subdivision,
      such subdivision would be deemed to be the sole issuer.  Similarly, in the
      case of an Industrial  Development  Bond or Private Activity Bond, if that
      bond is backed  only by the assets and  revenues  of the  non-governmental
      user,  then  that  non-governmental  user  would be  deemed to be the sole
      issuer. However, if the creating government or another entity guarantees a
      security,  then to the extent that the value of all  securities  issued or
      guaranteed by that  government or entity and owned by the Fund exceeds 10%
      of the Fund's total assets,  the guarantee  would be considered a separate
      security and would be treated as issued by that government or entity.

The  section  of the  Company's  SAI  entitled  "The Fund And Its  Management  -
Investment Advisory Agreement" is amended to add the following to the end of the
third paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% of the Fund's average net assets from $4 billion; 0.375% of
      the Fund's  average net assets  from $6  billion;  and 0.35% of the Fund's
      average net assets from $8 billion.

The  section  of the  Company's  SAI  entitled  "The Fund And Its  Management  -
Sub-Advisory  Agreement"  is  amended  to add the  following  after  the  second
sentence of the third paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.18% on the Fund's average net assets from $2
      billion;  0.16% of the Fund's average net assets from $4 billion; 0.15% of
      the Fund's  average net assets  from $6  billion;  and 0.14% of the Fund's
      average net assets from $8 billion.

The date of this Supplement is June 1, 1999.







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