INVESCO COMBINATION STOCK & BOND FUNDS INC
497, 2000-08-24
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                  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.

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:
<PAGE>
     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.

The section of the Prospectus  entitled "How To Buy Shares - Contingent Deferred
Sales  Charge  (CDSC)" is amended  to (1)  delete the second  paragraph  and (2)
substitute the following in its place:

     You will not pay a CDSC:
          o    if you redeem Class C shares you held for more than 13 months;
          o    if you redeem shares acquired  through  reinvestment of dividends
               and distributions;
          o    on increases in the net asset value of your shares;
          o    if  you  participate  in  the  periodic  withdrawal  program  and
               withdraw  up to 10% of the value of your  shares that are subject
               to a CDSC in any 12-month period.  The value of your shares,  and
               applicable  12-month  period,  will be calculated  based upon the
               value of your  account  on, and the date of,  the first  periodic
               withdrawal;
<PAGE>
          o    to pay account fees;
          o    for  IRA  distributions  due  to  death,   disability  or  period
               distributions based on life expectancy;
          o    to return excess contributions (and earnings, if applicable) from
               retirement plan accounts; or
          o    for   redemptions   following  the  death  of  a  shareholder  or
               beneficial owner.

This Supplement supercedes the Supplements dated June 1, 2000 and July 20, 2000.

The date of this Supplement is August 24, 2000.



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