INVESCO COMBINATION STOCK & BOND FUNDS INC
497, 2000-07-21
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                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

        Supplement to Investor Class Prospectus dated September 30, 1999

The existing  class of shares of INVESCO  Equity Income Fund,  INVESCO  Balanced
Fund and INVESCO Total Return Fund is hereby designated as "Investor Class."

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE
      DEDUCTED FROM FUND ASSETS

      EQUITY INCOME FUND
      Management Fee(1)                                 0.48%
      Distribution and Service (12b-1) Fees(2)          0.25%
      Other Expenses(1)(3)(4)                           0.23%
                                                        -----
      Total Annual Fund Operating Expenses(1)(3)(4)     0.96%
                                                        =====

      BALANCED FUND
      Management Fee                                    0.60%
      Distribution and Service (12b-1) Fees(2)          0.25%
      Other Expenses(3)(4)(5)                           0.47%
                                                        -----
      Total Annual Fund Operating Expenses(3)(4)(5)     1.32%
                                                        =====

      TOTAL RETURN FUND
      Management Fee(1)                                 0.56%
      Distribution and Service (12b-1) Fees(2)          0.25%
      Other Expenses(1)(3)(4)                           0.21%
                                                        -----
      Total Annual Fund Operating Expenses(1)(3)(4)     1.02%
                                                        =====

(1)  Certain  advisory  fees of  Equity  Income  and  Total  Return  Funds  were
     voluntarily  absorbed by INVESCO prior to May 13, 1999.  After  absorption,
     Equity  Income  Fund's  Other  Expenses  and Total  Annual  Fund  Operating
     Expenses  changed  insignificantly,  and Total Return Fund's Other Expenses
     and  Total   Annual  Fund   Operating   Expenses   were  0.20%  and  1.01%,
     respectively, of the Fund's average net assets.

(2)  Because  the Funds pay 12b-1  distribution  fees  which are based upon each
     Fund's  assets,  if you own shares of a Fund for a long period of time, you
     may pay more than the economic  equivalent of the maximum  front-end  sales
     charge permitted for mutual funds by the National Association of Securities
     Dealers, Inc.

(3)  Each Fund's actual Total Annual Fund Operating Expenses were lower than the
     figures shown,  because their  distribution fees and/or custodian fees were
     reduced under expense offset arrangements.

(4)  The expense  information  presented in the table has been restated from the
     financials  to reflect a change in the  transfer  agency fees for all Funds
     and the administrative services fees for Equity Income and Balanced Funds.
<PAGE>
(5)  Certain  expenses of  Balanced  Fund were  voluntarily  absorbed by INVESCO
     pursuant to a commitment to the Fund. This commitment may be changed at any
     time following consultation with the board of directors.  After absorption,
     Balanced  Fund's Other  Expenses and Total Annual Fund  Operating  Expenses
     were 0.41% and 1.26%, respectively, of the Fund's average net assets.

The section of the Prospectus  entitled "Fees And Expenses - Example" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

     The  Example  assumes  that  you  invested  $10,000  in a Fund for the time
     periods  indicated  and  redeemed  all of  your  shares  at the end of each
     period. The Example also assumes that your investment had a hypothetical 5%
     return each year and that a Fund's  operating  expenses  remained the same.
     Although the actual costs and performance of a Fund may be higher or lower,
     based on these assumptions your costs would have been:

                                    1 YEAR      3 YEARS     5 YEARS    10 YEARS
      Equity Income Fund            $   98      $   306     $   531    $  1,177
      Balanced Fund                 $  134      $   418     $   722    $  1,587
      Total Return Fund             $  104      $   324     $   562    $  1,246

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the first paragraph and (2) substitute the following in its place:

      The following  individuals  are primarily  responsible  for the day-to-day
      management of their respective Fund's or Funds' portfolio holdings.

      FUND                          PORTFOLIO MANAGER(S)

      Equity Income                 Charles P. Mayer
                                    Donovan J. (Jerry) Paul

      Balanced                      Charles P. Mayer
                                    Donovan J. (Jerry) Paul
                                    Peter M. Lovell

      Total Return                  David S. Griffin
                                    James O. Baker
                                    Thomas L. Shields

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the fifth and sixth  paragraphs and (2) substitute the following in their
place:

     DAVID S. GRIFFIN,  a Chartered  Financial  Analyst,  is the lead  portfolio
     manager of Total Return Fund.  He has been a portfolio  manager for INVESCO
     Capital Management,  Inc. since 1991. Dave holds an M.B.A. from the College
     of William and Mary and a B.A. from Ohio Wesleyan University.

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the eighth paragraph and (2) substitute the following in its place:

     THOMAS L. SHIELDS, a Chartered Financial Analyst, is an assistant portfolio
     manager of Total  Return Fund.  Before  joining  INVESCO in 1983,  he was a
     portfolio manager with Schroder Capital Management. Tom holds an M.B.A. and
     a B.B.A. from Tulane University.

The section of the Prospectus entitled "How To Buy Shares" is amended to add the
following sentence at the end of the first paragraph:
<PAGE>
     If you do not  specify a fund or funds,  your  initial  investment  and any
     subsequent  purchases will automatically go into INVESCO Cash Reserves Fund
     - Investor Class, a series of INVESCO Money Market Funds, Inc.

The section of the Prospectus entitled "Your Account Services" is amended to add
the  following  new  subsection   after  the  subsection   entitled   "Telephone
Transactions":

      HOUSEHOLDING. To save money for the Funds, INVESCO will send only one copy
      of a  prospectus  or  financial  report to each  household  address.  This
      process,  known as "householding,"  is used for most required  shareholder
      mailings.  It does not apply to account  statements.  You may,  of course,
      request an additional copy of a prospectus or financial report at any time
      by calling or writing INVESCO.  You may also request that  householding be
      eliminated from all of your required mailings.

This Supplement supercedes the Supplement dated June 1, 2000.

The date of this Supplement is July 20, 2000.
<PAGE>
                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

            Supplement to Class C Prospectus dated December 31, 1999

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE
      DEDUCTED FROM FUND ASSETS

      EQUITY INCOME FUND - CLASS C
      Management Fee                                  0.48%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses                                  0.23%
                                                      -----
      Total Annual Fund Operating Expenses            1.71%
                                                      =====

      BALANCED FUND - CLASS C
      Management Fee                                  0.60%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses(2)                               0.47%
                                                      -----
      Total Annual Fund Operating Expenses(2)         2.07%
                                                      =====

      TOTAL RETURN FUND - CLASS C
      Management Fee                                  0.56%
      Distribution and Service (12b-1) Fees(1)        1.00%
      Other Expenses                                  0.21%
                                                      -----
      Total Annual Fund Operating Expenses            1.77%
                                                      =====

     (1)  Because the Funds' Class C shares pay 12b-1  distribution  and service
          fees which are based upon each Fund's  assets,  if you own shares of a
          Fund for a long  period of time,  you may pay more  than the  economic
          equivalent of the maximum  front-end sales charge permitted for mutual
          funds by the National Association of Securities Dealers, Inc.

     (2)  Based on estimated  expenses for the current fiscal year, which may be
          more or less than actual  expenses.  Actual  expenses are not provided
          because each Fund's Class C shares were not offered until February 15,
          2000. Certain expenses of Balanced Fund will be absorbed by INVESCO in
          order to ensure that  expenses for that Fund's Class C shares will not
          exceed 2.00% of the Fund's average net assets  attributable to Class C
          shares  pursuant to a commitment  between the Fund and  INVESCO.  This
          commitment may be changed at any time following  consultation with the
          board of directors. After absorption,  Balanced Fund - Class C shares'
          Other Expenses and Total Annual Fund Operating  Expenses are estimated
          to be 0.41% and 2.01%, respectively, of the Fund's average net assets.
<PAGE>
The section of the Prospectus entitled "Fees And Expenses - Examples" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The Examples assume that you invested  $10,000 in Class C shares of a Fund
      for the time periods indicated.  The first Example assumes that you redeem
      all of your shares at the end of each period.  The second Example  assumes
      you keep your shares. Both Examples also assume that your investment had a
      hypothetical  5%  return  each  year  and that a  Fund's  Class C  shares'
      operating  expenses  remained  the same.  Although  the  actual  costs and
      performance  of a Fund's  Class C shares may be higher or lower,  based on
      these assumptions your costs would have been:

      IF SHARES ARE REDEEMED           1 year     3 years    5 years   10 years
      Equity Income Fund - Class C     $  274     $   539    $   928   $  2,019
      Balanced Fund -  Class C         $  310     $   649    $ 1,114   $  2,400
      Total Return Fund - Class C      $  280     $   557    $   959   $  2,084

      IF SHARES ARE NOT REDEEMED       1 year     3 years    5 years   10 years
      Equity Income Fund - Class C     $  174     $   539    $   928   $  2,019
      Balanced Fund -  Class C         $  210     $   649    $ 1,114   $  2,400
      Total Return Fund - Class C      $  180     $   557    $   959   $  2,084

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the first paragraph and (2) substitute the following in its place:

      The following  individuals  are primarily  responsible  for the day-to-day
      management of their respective Fund's or Funds' portfolio holdings.

      FUND                          PORTFOLIO MANAGER(S)

      Equity Income                 Charles P. Mayer
                                    Donovan J. (Jerry) Paul

      Balanced                      Charles P. Mayer
                                    Donovan J. (Jerry) Paul
                                    Peter M. Lovell

      Total Return                  David S. Griffin
                                    James O. Baker
                                    Thomas L. Shields

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the fifth and sixth  paragraphs and (2) substitute the following in their
place:

     DAVID S. GRIFFIN,  a Chartered  Financial  Analyst,  is the lead  portfolio
     manager of Total Return Fund.  He has been a portfolio  manager for INVESCO
     Capital Management,  Inc. since 1991. Dave holds an M.B.A. from the College
     of William and Mary and a B.A. from Ohio Wesleyan University.

The section of the Prospectus  entitled  "Portfolio  Managers" is amended to (1)
delete the eighth paragraph and (2) substitute the following in its place:

     THOMAS L. SHIELDS, a Chartered Financial Analyst, is an assistant portfolio
     manager of Total  Return Fund.  Before  joining  INVESCO in 1983,  he was a
     portfolio manager with Schroder Capital Management. Tom holds an M.B.A. and
     a B.B.A. from Tulane University.

This Supplement supercedes the Supplement dated June 1, 2000.

The date of this Supplement is July 20, 2000.



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