INVESCO COMBINATION STOCK & BOND FUNDS INC, 485BPOS, 2000-01-03

INVESCO COMBINATION STOCK & BOND FUNDS INC
485BPOS, 2000-01-03

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As filed on December 31, 1999 File No. 033-69904

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ____ ___
Post-Effective Amendment No. 11 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 12 X

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
------------
Copies to:
Ronald M. Feiman, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820
------------

Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
___ on ________________, pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on _____________, pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on _________, pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
X this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>
PROSPECTUS | December 31, 1999
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YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- --------------------------------------------------------------------------------

INVESCO COMBINATION STOCK & BOND FUNDS, INC.

INVESCO EQUITY INCOME FUND--CLASS C
(FORMERLY, INVESCO INDUSTRIAL INCOME FUND)
INVESCO BALANCED FUND--CLASS C
INVESCO TOTAL RETURN FUND--CLASS C

THREE MUTUAL FUNDS SEEKING CAPITAL APPRECIATION AND CURRENT INCOME. CLASS C
SHARES ARE SOLD PRIMARILY THROUGH THIRD PARTIES, SUCH AS BROKERS, BANKS, AND
FINANCIAL PLANNERS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks........... 3
Fund Performance................................. 5
Fees And Expenses................................ 8
Investment Risks................................. 9
Risks Associated With Particular Investments.....10
Temporary Defensive Positions....................16
Fund Management..................................16
Portfolio Managers...............................17
Potential Rewards................................18
Share Price......................................19
How To Buy Shares................................20
How To Sell Shares...............................22
Taxes............................................23
Dividends And Capital Gain Distributions.........23
Financial Highlights.............................25

No dealer, sales person, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and you should not rely on such other information or
representations.

[INVESCO ICON] INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is committing
a federal crime.

<PAGE>

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies
[ARROWS ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO

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[KEY ICON] [ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

FACTORS COMMON TO ALL THE FUNDS

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Funds.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management of the Funds.

he Funds' Class C shares are sold primarily through third parties, such as
brokers, banks, and financial planners. This Prospectus contains important
information about the Funds' Class C shares. One or more additional classes of
shares are offered directly to the public through separate prospectuses. Those
other classes of shares have lower expenses, with resulting positive effects on
their performance. You can choose the class of shares that is best for you,
based on how much you plan to invest and how long you plan to hold your shares.
To obtain additional information about other classes of shares, contact INVESCO
Distributors, Inc. ("IDI") at 1-800-328-2234. You may also obtain information
concerning other classes offered from your broker, bank, or financial planner
who is offering the Class C shares offered in this Prospectus.

FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

The Funds attempt to provide you with high total return through both growth and
current income from these investments. The Funds are actively managed. The Funds
invest in a mix of equity securities and debt securities, as well as in options
and other investments whose values are based upon the values of these
securities. Often, but not always, when stock markets are up, debt markets are
down and vice versa. By investing in both types of securities, the Funds attempt
to cushion against sharp price movements in both equity and debt securities.

<PAGE>

Although the Funds are subject to a number of risks that could affect their
performance, their principal risk is market risk -- that is, that the price of
the securities in a portfolio will rise and fall due to price movements in the
securities markets, and the securities held in a Fund's portfolio may decline in
value more than the overall securities markets. Since INVESCO has discretion to
allocate the amounts of equity securities and debt securities held by each Fund,
there is an additional risk that the portfolio of a Fund may not be allocated in
the most advantageous way between equity and debt securities, particularly in
times of significant market movements.

The Funds are subject to other principal risks such as credit, debt securities,
foreign securities, interest rate, duration, liquidity, derivatives, options and
futures, counterparty and lack of timely information risks. These risks are
described and discussed later in the Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in a
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any mutual fund, there is always a risk that you can lose money on your
investment in a Fund.

[KEY ICON] INVESCO EQUITY INCOME FUND -- CLASS C

The Fund invests primarily in dividend-paying common and preferred stocks.
Stocks selected for the Fund generally are expected to produce relatively high
levels of income and consistent, stable returns. Although the Fund focuses on
the stocks of larger companies with a strong record of paying dividends, it also
may invest in companies that have not paid regular dividends. The Fund's equity
investments are limited to stocks that can be traded easily in the United
States; it may, however, invest in foreign securities in the form of American
Depository Receipts (ADRs).

The rest of the Fund's assets are invested in debt securities, generally
corporate bonds that are rated investment grade or better. The Fund also may
invest up to 15% of its assets in lower-grade debt securities commonly known as
"junk bonds," which generally offer higher interest rates, but are riskier
investments than investment grade securities.

Because the Fund invests primarily in the securities of larger companies, the
Fund's share price tends to rise and fall with the up and down price movements
of larger company stocks. Due to its investment strategy, the Fund's portfolio
includes relatively few smaller companies, which may be a disadvantage if
smaller companies outperform the broad market.

[KEY ICON] BALANCED FUND -- CLASS C

The Fund invests in a combination of common stocks and fixed-income securities,
including preferred stocks, convertible securities and bonds. The Fund normally
invests the majority of its total assets in common stocks and approximately
one-quarter of its assets in investment grade debt securities.

<PAGE>

The portion of the Fund's portfolio invested in equity securities emphasizes
companies INVESCO believes to have better-than-average earnings growth
potential, as well as companies within industries that INVESCO believes are
well-positioned for the current and expected economic climate. Since current
income is a component of total return, we also consider companies' dividend
payout records. Most of these holdings are traded on national stock exchanges or
in the over-the-counter market. We may also take positions in securities traded
on regional or foreign exchanges.

A portion of the Fund's portfolio invested in debt securities may include
obligations of the U.S. government, government agencies, and investment grade
corporate bonds. These securities tend to offer lower income than bonds of lower
quality but are more shielded from credit risk. Obligations issued by U.S.
government agencies may include some supported only by the credit of the issuing
agency rather than by the full faith and credit of the U.S. government. The Fund
may hold securities of any maturity, with the average maturity of the portfolio
varying depending upon economic and market conditions.

[KEY ICON] TOTAL RETURN FUND -- CLASS C

The Fund invests primarily in a combination of common stocks of companies with a
strong history of paying regular dividends. The Fund also invests in debt
securities, including obligations of the U.S. government and government
agencies. The remaining assets of the Fund are allocated among these and other
investments at INVESCO's discretion, based upon current business, economic and
market conditions.

INVESCO considers a combination of historic financial results, current prices
for stocks, and the current yield to maturity available in the debt securities
markets. To determine the actual allocations, the return that INVESCO believes
is available from each category of investments is weighed against the returns
expected from other categories. This analysis is continual, and is updated with
current market information.

The Fund is managed in the value style. That means we seek securities,
particularly stocks, that are currently undervalued by the market -- companies
that are performing well, or have solid management and products, but whose stock
prices do not reflect that value. Through our value process, we seek to provide
reasonably consistent returns over a variety of market cycles.

[GRAPH ICON] FUND PERFORMANCE

Since the Funds' Class C shares will not be offered until February 15, 2000, the
bar charts below show the Funds' Investor Class shares' actual yearly
performance for the years ended December 31 (commonly known as their "total
return") over the past decade or since inception. Investor Class shares are not
offered in this Prospectus. INVESTOR CLASS AND CLASS C RETURNS WOULD BE SIMILAR
BECAUSE BOTH CLASSES OF SHARES INVEST IN THE SAME PORTFOLIO OF SECURITIES. THE
RETURNS OF THE CLASSES WOULD DIFFER, HOWEVER, TO THE EXTENT OF DIFFERING LEVELS
OF EXPENSES. IN THIS REGARD, THE BAR CHARTS DO NOT REFLECT CONTINGENT DEFERRED
SALES CHARGES OR ASSET BASED SALES CHARGES IN EXCESS OF 0.25% OF NET ASSETS; IF
THEY DID, THE TOTAL RETURNS SHOWN WOULD BE LOWER. The table below shows average

<PAGE>
annual total returns for various periods ended December 31 for each Fund's
Investor Class shares compared to the S&P 500 and Lehman Government/Corporate
Bond Indexes. The information in the charts and table illustrates the
variability of each Fund's Investor Class shares' total return and how its
performance compared to a broad measure of market performance. Remember, past
performance does not indicate how a Fund will perform in the future.

The three charts below contain the following plot points:
<TABLE>
<CAPTION>
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EQUITY INCOME FUND - INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(4)
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'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31.95% 0.91% 46.22% 0.99% 16.74% (3.88%) 27.33% 16.728% 26.45% 14.13%

Best Calendar Qtr. 3/91 16.84%
Worst Calendar Qtr. 9/90 (12.28%)
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</TABLE>

<TABLE>
<CAPTION>
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BALANCED FUND - INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(3),(4)
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'94 '95 '96 '97 '98
<S> <C> <C> <C> <C>
9.44% 36.46% 14.66% 19.53% 17.33%

Best Calendar Qtr. 12/98 13.67%
Worst Calendar Qtr. 9/98 (6.61%)
-----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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TOTAL RETURN FUND - INVESTOR CLASS
ACTUAL ANNUAL TOTAL RETURN(1),(2),(4)
-----------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
19.13% (0.35%) 24.96% 9.84% 12.34% 2.52% 28.64% 13.07% 25.04% 13.62%

Best Calendar Qtr. 6/97 11.86%
Worst Calendar Qtr. 9/90 (8.13%)
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</TABLE>

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AVERAGE ANNUAL TOTAL RETURN(1),(2)
AS OF 12/31/98
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10 YEARS OR
1 YEAR 5 YEARS SINCE INCEPTION

Equity Income Fund - Investor Class 14.13% 15.57% 16.82%
Balanced Fund - Investor Class 17.33% 19.15% 18.97%(3)
Total Return Fund - Investor Class 13.62% 16.20% 14.51%
S&P 500 Index(5) 28.58% 24.03% 19.17%
Lehman Government/Corporate
Bond Index(5) 9.47% 7.30% 9.33%

(1)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of each Fund's expenses.

(2)Year-to-date returns for Equity Income Fund - Investor Class, Balanced Fund -
Investor Class and Total Return Fund - Investor Class were 4.36%, 5.94% and
(2.37)%, respectively, as of the calendar quarter ended September 30, 1999.

(3)The Fund commenced investment operations on December 31, 1993.

(4)The total returns are for the Investor Class shares that are not offered in
this Prospectus. Total returns of Class C shares will differ only to the extent
that the classes do not have the same expenses.

(5)The S&P 500 Index is an unmanaged index considered representative of the
performance of the broad U.S. stock market. The Lehman Government/Corporate Bond
Index is an unmanaged index indicative of the broad domestic fixed-income
market. Please keep in mind that the Indexes do not pay brokerage, management,
administrative or distribution expenses, all of which are paid by the Funds and
are reflected in their annual returns.

<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds:

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT
CLASS C SHARES
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) 1.00%*
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Other Distributions None
Redemption Fee (as a percentage of amount redeemed) None
Exchange Fee None

* A 1% contingent deferred sales charge is charged on redemptions or exchanges
of shares held thirteen months or less, other than shares acquired through
reinvestment of dividends and other distributions.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

EQUITY INCOME FUND - CLASS C
Management Fees 0.48%
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses 0.18%
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Total Annual Fund Operating Expenses 1.66%
=====

BALANCED FUND - CLASS C
Management Fees 0.60%
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses(2) 0.39%
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Total Annual Fund Operating Expenses(2) 1.99%
=====

TOTAL RETURN FUND - CLASS C
Management Fees 0.56%
Distribution and Service (12b-1) Fees(1) 1.00%
Other Expenses 0.19%
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Total Annual Fund Operating Expenses 1.75%
=====

(1)Because the Funds 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.

<PAGE>
(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 the
Fund's Class C shares will not be offered until February 15, 2000. Certain
expenses of the Fund will be absorbed by INVESCO in order to ensure that
expenses for the Fund's Class C shares will not exceed 2.00% of the Fund's
average net assets attributable to Class C shares pursuant to an agreement
between the Fund and INVESCO. This commitment may be changed at any time
following consultation with the board of directors. After absorption, the
Fund's Class C shares' Other Expenses and Total Annual Fund Operating
Expenses for the fiscal year ending May 31, 2000 are estimated to be 0.39%
and 1.99%, respectively, of the Fund's average net assets attributable to
Class C shares.

EXAMPLES

These Examples are intended to help you compare the cost of investing in the
Funds to the cost of investing in other mutual funds.

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 those periods. The second Example assumes that 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 $269 $523 $ 902 $1,965
Balanced Fund - Class C $302 $624 $1,073 $2,317
Total Return Fund - Class C $278 $551 $ 949 $2,062

IF SHARES ARE NOT REDEEMED 1 year 3 years 5 years 10 years
Equity Income Fund - Class C $169 $523 $ 902 $1,965
Balanced Fund - Class C $202 $624 $1,073 $2,317
Total Return Fund - Class C $178 $551 $ 949 $2,062

[ARROWS ICON] INVESTMENT RISKS

You should determine the level of risk with which you are comfortable before you
invest. The principal risks of investing in any mutual fund, including these
Funds, are:

BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.

NOT INSURED. Mutual funds are not insured by the FDIC or any other agency,
unlike bank deposits such as CDs or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its performance, nor
assure you that the market value of your investment will increase. You may lose
the money you invest, and the Funds will not reimburse you for any of these
losses.

<PAGE>

VOLATILITY. The price of your mutual fund shares will increase or decrease with
changes in the value of a Fund's underlying investments and changes in the
equity markets as a whole.

NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Funds are designed to be only a part
of your personal investment plan.

YEAR 2000. Many computer systems in use today may not be able to recognize any
date after December 31, 1999. If these systems are not fixed by that date, it is
possible that they could generate erroneous information or fail altogether.
INVESCO has committed substantial resources in an effort to make sure that its
own major computer systems will continue to function on and after January 1,
2000. Of course, INVESCO cannot fix systems that are beyond its control. If
INVESCO's own systems, or the systems of third parties upon which it relies, do
not perform properly after December 31, 1999, the Funds could be adversely
affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000. For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties. Individual issuers may incur increased costs in
making their own systems Year 2000 compliant. The combination of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally believed that foreign issuers, particularly those in emerging and
other markets, may be more vulnerable to Year 2000 problems than issuers in the
U.S.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

You should consider the special factors associated with the policies discussed
below in determining the appropriateness of investing in a Fund. See the
Statement of Additional Information for a discussion of additional risk factors.

MARKET RISK

Equity stock prices vary and may fall, thus reducing the value of a Fund's
investments. Certain stocks selected for any Fund's portfolio may decline in
value more than the overall stock market. In general, the securities of large
businesses with outstanding securities worth $5 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $1 billion, or small businesses with outstanding securities worth less
than $1 billion.

<PAGE>

CREDIT RISK

The Funds may invest in debt instruments, such as notes and bonds. There is a
possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.

DEBT SECURITIES RISK

Debt securities include bonds, notes and other securities that give the holder
the right to receive fixed amounts of principal, interest, or both on a date in
the future or on demand. Debt securities also are often referred to as
fixed-income securities, even if the rate of interest varies over the life of
the security.

Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which a Fund invests. A decline in interest
rates tends to increase the market values of debt securities in which a Fund
invests.

Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful but not certain guide to the credit risk of many debt
securities. The lower the rating of a debt security, the greater the credit risk
the rating service assigns to the security. To compensate investors for
accepting that greater risk, lower-rated securities tend to offer higher
interest rates. Lower-rated debt securities are often referred to as "junk
bonds." A debt security is considered lower grade if it is rated Ba or less by
Moody's or BB or less by S&P.

Lower-rated and non-rated debt securities of comparable quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be considered speculative. Junk bonds are perceived by independent
rating agencies as having a greater risk that their issuers will not be able to
pay the interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted bond
would likely drop, and a Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.

In addition to poor individual company performance in the marketplace or in its
internal management, a significant economic downturn or increase in interest
rates may cause issuers of debt securities to experience increased financial
problems which could hurt their ability to pay principal and interest
obligations, to meet projected business goals, and to obtain additional
financing. These conditions more severely affect issuers of lower-rated debt
securities. The market for lower-rated straight debt securities may not be as
liquid as the market for higher- rated straight debt securities. Therefore,
INVESCO attempts to limit purchases of lower-rated securities to securities
having an established secondary market.

<PAGE>

with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. Balanced and Total Return
Funds may invest up to 25% of their assets in securities of non-U.S. issuers.
Equity Income Fund may invest up to 25% of its assets in foreign debt
securities, provided that all such securities are denominated and pay interest
in U.S. dollars (such as Eurobonds and Yankee bonds). Securities of Canadian
issuers and American Depository Receipts are not subject to this 25% limitation.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of a Fund's investment in a security
valued in the foreign currency, or based on that currency value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a security.
In foreign countries, securities markets that are less regulated than those
in the U.S. may permit trading practices that are not allowed in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999, adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time these currencies will disappear entirely. Other
European countries may adopt the euro in the future.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Funds.

EMU countries, as a single market, may affect future investment decisions
of the Funds. As the euro is implemented, there may be changes in the
relative strength and value of the U.S. dollar and other major currencies,
as well as possible adverse tax consequences. The euro transition by EMU
countries - present and future - may affect the fiscal and monetary levels
of those participating countries. There may be increased levels of price
competition among business firms within EMU countries and between
businesses in EMU and non-EMU countries. The outcome of these uncertainties
could have unpredictable effects on trade and commerce and result in
increased volatility for all financial markets.
<PAGE>

INTEREST RATE RISK

Changes in interest rates will affect the resale value of debt securities held
in a Fund's portfolio. In general, as interest rates rise, the resale value of
debt securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.

DURATION RISK

Duration is a measure of a debt security's sensitivity to interest rate changes.
Duration is usually expressed in terms of years, with longer durations usually
more sensitive to interest rate movements.

LIQUIDITY RISK

A Fund's portfolio is liquid if the Fund is able to sell the securities it owns
at a fair price within a reasonable time. Liquidity is generally related to the
market trading volume for a particular security. Investments in smaller
companies or in foreign companies or companies in emerging markets are subject
to a variety of risks, including potential lack of liquidity.

DERIVATIVES RISK

A derivative is a financial instrument whose value is "derived," in some manner,
from the price of another security, index, asset or rate. Derivatives include
options and futures contracts, among a wide range of other instruments. The
principal risk of investments in derivatives is that the fluctuations in their
values may not correlate perfectly with the overall securities markets. Some
derivatives are more sensitive to interest rate changes and market price
fluctuations than others. Also, derivatives are subject to counterparty risk,
described below.

OPTIONS AND FUTURES RISK

Options and futures are common types of derivatives that a Fund may occasionally
use to hedge its investments. An option is the right to buy or sell a security
or other instrument, index or commodity at a specific price on or before a
specific date. A future is an agreement to buy or sell a security or other
instrument, index or commodity at a specific price on a specific date.

COUNTERPARTY RISK

This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in the transaction
will not fulfill its contractual obligation to complete the transaction with a
Fund.

<PAGE>

LACK OF TIMELY INFORMATION RISK

Timely information about a security or its issuer may be unavailable, incomplete
or inaccurate. This risk is more common to securities issued by foreign
companies and companies in emerging markets than it is to the securities of
U.S.-based companies.

--------------------------------------------------------------

The Funds generally invest in equity and debt securities. However, in an effort
to diversify their holdings and provide some protection against the risk of
other investments, the Funds also may invest in other types of securities and
other financial instruments, as indicated in the chart below. These investments,
which at any given time may constitute a significant portion of a Fund's
portfolio, have their own risks.

- --------------------------------------------------------------------------------
APPLIES TO
INVESTMENT RISKS THESE FUNDS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS
(ADRs) Market, Information Equity Income
These are securities issued by U.S. Political, Regulatory Balanced
banks that represent shares of Diplomatic, Liquidity Total Return
foreign corporations held by those and Currency Risks
banks. Although traded in U.S.
securities mar kets and valued in
U.S. dollars, ADRs carry most of
the risks of investing directly in
foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private Market, Credit, Interest Equity Income
companies or governments Rate and Duration Risks Balanced
representing an obligation to pay Total Return
interest and to repay principal
when the security matures.
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of Currency, Political, Balanced
currency on a date in the future at Diplomatic, Counter- Total Return
an agreed-upon exchange rate might party and Regulatory
be used by the Fund to hedge Risks
changes in foreign currency
exchange against rates when the
Fund invests in foreign securities.
Does not reduce price fluc tuations
in foreign securities, or prevent
losses if the prices of those
securities decline.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
APPLIES TO
INVESTMENT RISKS THESE FUNDS
- --------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement Market, Liquidity and Equity Income
to buy or sell a specific amount Options and Futures Balanced
of a financial instrument (such Risks Total Return
as an index option) at a stated
price on a stated date. The Fund
may use futures con tracts to
provide liquidity and to hedge
portfolio value.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be sold Liquidity Risk Equity Income
quickly at its fair value. Balanced
Total Return
- --------------------------------------------------------------------------------
JUNK BONDS
Debt securities that are rated BB Market, Credit, Equity Income
or lower by S&P or Ba or lower by Interest Rate and
Moody's. Tend to pay higher Duration Risks
interest rates than higher-rated
debt securities, but carry a
higher credit risk.
- --------------------------------------------------------------------------------
OPTIONS
The obligation or right to deliver Credit, Information, Equity Income
or receive a security or other Liquidity and Options Balanced
instrument, index or commodity, or and Futures Risks Total Return
cash payment depending on the price
of the underly ing security or the
performance of an index or other
benchmark. Includes options on
specific securities and stock
indices, and options on stock index
futures. May be used in the Fund's
portfolio to provide liquidity and
hedge portfolio value.
- --------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, Counterparty, Credit, Equity Income
swaps, caps, floors and collars. Currency, Interest Rate, Balanced
They may be used to try to manage Liquidity, Market and Total Return
the Fund's foreign currency exposure Regulatory Risks
and other investment risks, which
can cause its net asset value to
rise or fall. The Fund may use
these financial instru ments,
commonly known as "deriva tives,"
to increase or decrease its
exposure to changing securities
prices, interest rates, currency
exchange rates or other factors.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
APPLIES TO
INVESTMENT RISKS THESE FUNDS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which the seller of Credit and Counterparty Equity Income
a security agrees to buy it back at Risks Balanced
an agreed-upon price and time in the Total Return
future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, Liquidity Risk Equity Income
but which are bought and sold solely Balanced
by institutional investors. The Fund Total Return
considers many Rule 144A securities
to be "liquid," although the market
for such securities typically is
less active than the public
securities markets.
- --------------------------------------------------------------------------------

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of a Fund by investing in securities that are
highly liquid, such as high quality money market instruments like short-term
U.S. government obligations, commercial paper or repurchase agreements, even
though that is not the normal investment strategy of any Fund. We have the right
to invest up to 100% of a Fund's assets in these securities, although we are
unlikely to do so. Even though the securities purchased for defensive purposes
often are considered the equivalent of cash, they also have their own risks.
Investments that are highly liquid or comparatively safe tend to offer lower
returns. Therefore, a Fund's performance could be comparatively lower if it
concentrates in defensive holdings.

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $291 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $28.4 billion
for more than 947,064 shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).

INVESCO Capital Management, Inc. ("ICM"), located at 1315 Peachtree Street,
Atlanta, Georgia, is the sub-adviser to Total Return Fund.

<PAGE>

A wholly owned subsidiary of INVESCO, IDI is the Funds' distributor and is
responsible for the sale of the Funds' shares.

INVESCO, ICM and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fees the Funds paid to INVESCO for its advisory
services in the period ended May 31, 1999:

- --------------------------------------------------------------------------------
ADVISORY FEE AS A PERCENTAGE OF
FUND AVERAGE ANNUAL NET ASSETS UNDER MANAGEMENT
- --------------------------------------------------------------------------------
INVESCO Equity Income Fund 0.48% (Annualized)
INVESCO Balanced Fund 0.60% (Annualized)
INVESCO Total Return Fund 0.56% (Annualized)
- --------------------------------------------------------------------------------

Since the Funds' Class C shares will not be offered until February 15, 2000,
Class C shares paid no fees to INVESCO for its advisory services in the period
ended May 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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 Edward C. Mitchell. Jr.
David S. Griffin
Margaret Durkes Hoogs
James O. Baker

CHARLES P. MAYER is Director of Investments, a co-portfolio manager of Balanced
and Equity Income Funds, and a director and senior vice president of INVESCO. He
began his investment career in 1969 and has been with INVESCO since 1993. Before
joining INVESCO, Charlie was a portfolio manager with Westinghouse Pension. He
received his M.B.A. from St. John's University and his B.A. from St. Peter's
College.

DONOVAN J. (JERRY) PAUL heads INVESCO's Fixed-Income Team. He is a co-portfolio
manager of Balanced and Equity Income Funds and a senior vice president of
INVESCO. Jerry manages several other fixed-income INVESCO Funds. He is a
Chartered Financial Analyst and a Certified Public Accountant. Before joining
INVESCO in 1994, he was with Stein, Roe & Farnham, Inc. and Quixote Investment
Management. Jerry received his M.B.A. from the University of Northern Iowa and
his B.B.A. from the University of Iowa.

<PAGE>

JAMES O. BAKER, a Chartered Financial Analyst, has been a co-portfolio manager
of Total Return Fund since 1997 and a portfolio manager for INVESCO Capital
Management, Inc. since 1992. Prior to joining INVESCO Capital Management, Inc.,
he was with Willis Investment Counsel, Morgan Keegan and Drexel Burnham Lambert.
Jim received his B.A. from Mercer University.

MARGARET DURKES HOOGS, a Chartered Financial Analyst, has been an assistant
portfolio manager of Total Return Fund since 1997 and a portfolio manager for
INVESCO Capital Management, Inc. since 1993. Before joining INVESCO Capital
Management, Inc., Peg was a vice president and portfolio manager for Sovran
Capital Management. She received her B.A. from The Colorado College.

DAVID S. GRIFFIN, a Chartered Financial Analyst, has been an assistant portfolio
manager of Total Return Fund since 1993. He has been a portfolio manager for
INVESCO Capital Management, Inc. since 1991. Dave received his MBA from the
College of William and Mary and his B.A. from Ohio Wesleyan University.

PETER M. LOVELL has been a co-portfolio manager of Balanced Fund since 1998.
Before joining INVESCO in 1994, Pete was a financial consultant with Merrill
Lynch. He received his M.B.A in Finance and Accounting from Regis University and
his B.A. from Colorado State University.

EDWARD C. MITCHELL, a Chartered Financial Analyst, has been a co-portfolio
manager of Total Return Fund since 1987. He joined INVESCO Capital Management,
Inc. in 1979, and manages other INVESCO Capital Management, Inc. portfolios for
investors. Ed also is Chairman of INVESCO Capital Management, Inc. He received
his M.B.A. from the University of Colorado and his B.A. from the University of
Virginia.

Charlie Mayer and Pete Lovell are members of the INVESCO Equity Team, which is
led by Charlie Mayer.

[INVESCO ICON] POTENTIAL REWARDS

NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR SHORT-TERM TRADING PURPOSES.

The Funds offer shareholders the potential to increase the value of their
capital over time and also offer the opportunity for current income. Like most
mutual funds, each Fund seeks to provide higher returns than the market or its
competitors, but cannot guarantee that performance. Each Fund seeks to minimize
risk by investing in many different companies in a variety of industries.

SUITABILITY FOR INVESTORS

Only you can determine if an investment in a Fund is right for you based upon
your own economic situation, the risk level with which you are comfortable and
other factors.
In general, the Funds are most suitable for investors who:
o are willing to grow their capital over the long-term (at least five years).
o understand that shares of a Fund can, and likely will, have daily price
fluctuations.

<PAGE>

o are investing in tax-deferred retirement accounts, such as Traditional and
Roth Individual Retirement Accounts ("IRAs"), as well as employer-sponsored
qualified retirement plans, including 401(k)s and 403(b)s, all of which have
longer investment horizons.

You probably do not want to invest in the Funds if you are:
o primarily seeking current dividend income.
o unwilling to accept potential daily changes in the price of Fund shares.
o speculating on short-term fluctuations in the stock markets.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS, INCLUDING ACCRUED EXPENSES
- ----------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in each Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally 4:00 p.m. Eastern time). Therefore, shares of the Funds are
not priced on days when the NYSE is closed, which generally is on weekends and
national holidays in the U.S.

NAV is calculated by adding together the current market price of all of a Fund's
investments and other assets, including accrued interest and dividends;
subtracting the Fund's debts, including accrued expenses; and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or exchange shares of a Fund. Your instructions must be received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV. If INVESCO hears from you after that time, your instructions will be
processed at the NAV calculated at the end of the next day that the NYSE is
open.

Foreign securities exchanges, which set the prices for foreign securities held
by the Funds, are not always open the same days as the NYSE, and may be open for
business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
would not calculate NAV on Thanksgiving Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign exchanges
could result in changes in the value of investments held by the Funds on that
day.
<PAGE>

[INVESCO ICON] HOW TO BUY SHARES

TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.

The Funds offer multiple classes of shares. Each class represents an identical
interest in a Fund and has the same rights, except that each class bears its own
distribution and shareholder servicing charges, and other expenses. The income
attributable to each class and the dividends payable on the shares of each class
will be reduced by the amount of the distribution fee or service fee, if
applicable, and the other expenses payable by that class.

In deciding which class of shares to purchase, you should consider, among other
things, (i) the length of time you expect to hold your shares, (ii) the
provisions of the distribution plan applicable to that class, if any, (iii) the
eligibility requirements that apply to purchases of a particular class, and (iv)
any services you may receive in making your investment determination. Your
investment representative can help you decide. Contact your investment
representative for several convenient ways to invest in the Funds. Class C
shares are available only through your investment representative.

There is no charge to invest directly through INVESCO. However, with respect to
Class C shares, upon redemption or exchange of Class C shares held thirteen
months or less (other than Class C shares acquired through reinvestment of
dividends or other distributions, or Class C shares exchanged for Class C shares
of another INVESCO Fund), a contingent deferred sales charge of 1% of the
current net asset value of the Class C shares will be assessed. If you invest in
a Fund through a securities broker, you may be charged a commission or
transaction fee for either purchases or sales of Fund shares. For all new
accounts, please send a completed application form, and specify the fund or
funds you wish to purchase.

INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion if it determines this action is
in the best interests of that Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.

MINIMUM INITIAL INVESTMENT. $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans, including IRAs.

MINIMUM SUBSEQUENT INVESTMENT. $50 (Minimums are lower for certain retirement
plans.)

EXCHANGE POLICY. You may exchange your Class C shares in any of the Funds for
Class C shares in another INVESCO mutual fund on the basis of their respective
NAVs at the time of the exchange.

<PAGE>

FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.

Before making any exchange, be sure to review the prospectuses of the funds
involved and consider the differences between the funds. Also, be certain that
you qualify to purchase certain classes of shares in the new fund. An exchange
is the sale of shares from one fund immediately followed by the purchase of
shares in another. Therefore, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless, of course, you or your
account qualifies as tax-deferred under the Internal Revenue Code). If the
shares of the fund you are selling have gone up in value since you bought them,
the sale portion of an exchange may result in taxable income to you.

We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in exactly the
same name(s) and Social Security or federal tax I.D. number(s).
o You may make up to four exchanges out of each Fund per 12-month period, but
you may be subject to the contingent deferred sales charge, described below.
o Each Fund reserves the right to reject any exchange request, or to modify or
terminate the exchange policy, if it is in the best interests of the Fund and
its shareholders. Notice of all such modifications or terminations that affect
all shareholders of the Fund will be given at least 60 days prior to the
effective date of the change, except in unusual instances, including a
suspension of redemption of the exchanged security under Section 22(e) of the
Investment Company Act of 1940.

In addition, the ability to exchange may be temporarily suspended at any time
that sales of the fund into which you wish to exchange are temporarily stopped.

Please remember that if you pay by check, Automated Clearing House ("ACH"), or
wire and your funds do not clear, you will be responsible for any related loss
to a Fund or INVESCO. If you are already an INVESCO funds shareholder, the Fund
may seek reimbursement for any loss from your existing account(s).

CONTINGENT DEFERRED SALES CHARGE (CDSC). If you redeem or exchange Class C
shares of any Fund after holding them thirteen months or less (other than shares
acquired through reinvestment of dividends or other distributions), a CDSC of 1%
of the current net asset value of the shares being redeemed or exchanged will be
assessed. The fee applies to redemptions from a Fund and exchanges (other than
exchanges into Class C shares) into any of the other mutual funds which are also
advised by INVESCO and distributed by IDI. We will use the "first-in, first-out"
method to determine your holding period. Under this method, the date of
redemption or exchange will be compared with the earliest purchase date of
shares held in your account. If your holding period is less than thirteen
months, the CDSC will be assessed on the current net asset value of those
shares.

The CDSC for Class C shares generally will be waived:
o to pay account fees;
o for IRA distributions due to death, disability or periodic distributions based
on life expectancy;

<PAGE>

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.

DISTRIBUTION EXPENSES. We have adopted a Master Distribution Plan and Agreement
(commonly known as a "12b-1 Plan") for the Funds' Class C shares. The 12b-1 fees
paid by each Fund's Class C shares are used to pay distribution fees to IDI for
the sale and distribution of its shares and fees for services provided to
shareholders, all or a substantial portion of which are paid to the dealer of
record. Because the Funds' Class C shares pay these fees out of their assets on
an ongoing basis, these fees increase the cost of your investment.

[INVESCO ICON] HOW TO SELL SHARES

Contact your investment representative for several convenient ways to sell your
Fund shares. Shares of the Funds may be sold at any time at the next NAV
calculated after your request to sell in proper form is received by INVESCO.
Depending on Fund performance, the NAV at the time you sell your shares may be
more or less than the price you paid to purchase your shares.

TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.

If you own shares in more than one INVESCO fund, please specify the fund whose
shares you wish to sell. Remember that any sale or exchange of shares in a
non-retirement account will likely result in a taxable gain or loss.

While INVESCO attempts to process telephone redemptions promptly, there may be
times - particularly in periods of severe economic or market disruption - when
you may experience delays in redeeming shares by phone.

INVESCO usually mails you the proceeds from the sale of Fund shares within seven
days after we receive your request to sell in proper form. However, payment may
be postponed under unusual circumstances -- for instance, if normal trading is
not taking place on the NYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares were purchased
by a check which has not yet cleared, payment will be made promptly when your
purchase check does clear; that can take up to 15 days.

If you participate in EasiVest, the Funds' automatic monthly investment program,
and sell all of the shares in your account, we will not make any additional
EasiVest purchases unless you give us other instructions.

Because of the Funds' expense structure, it costs as much to handle a small
account as it does to handle a large one. If the value of your account in a Fund
falls below $250 as a result of your actions (for example, sale of your Fund
shares), each Fund reserves the right to sell all of your shares, send the
proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to $250
or more.

<PAGE>

[GRAPH ICON] TAXES

Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.

TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER.

Each Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of each Fund's shares that you own. These
distributions are required under federal tax laws governing mutual funds. It is
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and each Fund's qualification as a
regulated investment company, it is anticipated that none of the Funds will pay
any federal income or excise taxes. Instead, each Fund will be accorded conduit
or "pass through" treatment for federal income tax purposes.

However, unless you are (or your account is) exempt from income taxes, you must
include all dividends and capital gain distributions paid to you by a Fund in
your taxable income for federal, state and local income tax purposes. You also
may realize capital gains or losses when you sell shares of a Fund at more or
less than the price you originally paid. An exchange is treated as a sale, and
is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
distributing Fund(s) or other INVESCO funds.

If you have not provided INVESCO with complete, correct tax information, the
Funds are required by law to withhold 31% of your distributions and any money
that you receive from the sale of shares of the Funds as a backup withholding
tax.

We will provide you with detailed information every year about your dividends
and capital gain distributions. Depending on the activity in your individual
account, we may also be able to assist with cost basis figures for shares you
sell.

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Funds earn ordinary or investment income from dividends and interest on
their investments. The Funds expect to distribute substantially all of this
investment income, less Fund expenses, to shareholders quarterly or at such
other times as the Funds may elect.
<PAGE>

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY. DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN
ADDITIONAL SHARES OR PAID TO YOU IN CASH (EXCEPT FOR TAX-EXEMPT ACCOUNTS).
TAX-EXEMPT ACCOUNTS)

A Fund also realizes capital gains or losses when it sells securities in its
portfolio for more or less than it had paid for them. If total gains on sales
exceed total losses (including losses carried forward from previous years), a
Fund has a net realized capital gain. Net realized capital gains, if any, are
distributed to shareholders at least annually, usually in December.

Under present federal income tax laws, capital gains may be taxable at different
rates, depending on how long a Fund has held the underlying investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income. Long-term capital gains which are derived
from the sale of assets held for more than one year are taxed at up to the
maximum capital gains rate, currently 20% for individuals.

Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. A Fund's NAV will drop by the amount of the distribution on the day the
distribution is declared. If you buy shares of a Fund just before a distribution
is declared, you may wind up "buying a distribution." This means that if the
Fund declares a dividend or capital gain distribution shortly after you buy, you
will receive some of your investment back as a taxable distribution. Most
shareholders want to avoid this. And, if you sell your shares at a loss for tax
purposes and purchase a substantially identical investment within 30 days before
or after that sale, the transaction is usually considered a "wash sale" and you
will not be able to claim a tax loss.

Dividends and capital gain distributions paid by each Fund are automatically
reinvested in additional Fund shares at the NAV on the ex-distribution date,
unless you choose to have them automatically reinvested in another INVESCO fund
or paid to you by check or electronic funds transfer. If you choose to be paid
by check, the minimum amount of the check must be at least $10; amounts less
than that will be automatically reinvested. Dividends and other distributions,
whether received in cash or reinvested in additional Fund shares, may be subject
to federal income tax.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of Investor Class shares of each Fund for the past five
years (or, if shorter, the period of the Fund's operations). Certain information
reflects financial results for a single Investor Class share. Since Class C
shares are new, financial information is not available for this class as of the
date of this Prospectus. The total returns in the table represent the annual
percentages that an investor would have earned (or lost) on an investment in an
Investor Class share of a Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the financial statements, is
included in INVESCO Combination Stock & Bond Funds, Inc.'s 1999 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. This Report is available without charge by contacting
IDI at the address or telephone number on the back cover of this Prospectus.

<TABLE>
<CAPTION>
PERIOD ENDED
MAY 31 YEAR ENDED JUNE 30
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

EQUITY INCOME FUND-- 1999(a) 1998 1997 1996 1995 1994
INVESTOR CLASS

PER SHARE DATA
Net Asset Value--
Beginning of Period $16.18 $15.31 $13.21 $11.92 $11.32 $11.53
- --------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.30 0.38 0.35 0.41 0.42 0.36
Net Gains on Securities
(Both Realized and
Unrealized) 1.19 2.54 3.05 1.53 1.14 0.02
- --------------------------------------------------------------------------------------------
Total from Investment
Operations 1.49 2.92 3.40 1.94 1.56 0.38
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income(b) 0.31 0.38 0.35 0.41 0.42 0.36
In Excess of Net
Investment Income(b) 0.00 0.00 0.00 0.00 0.00 0.11
Distributions from
Capital Gains 1.51 1.67 0.95 0.24 0.54 0.12
- --------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 1.82 2.05 1.30 0.65 0.96 0.59
- --------------------------------------------------------------------------------------------
Net Asset Value--End of $15.85 $16.18 $15.31 $13.21 $11.92 $11.32
Period
============================================================================================

TOTAL RETURN 10.31%(d) 20.55% 27.33% 16.54% 14.79% 3.24%

RATIOS
Net Assets--End of Period
($000 Omitted) $4,845,036 $5,080,735 $4,574,675 $4,170,536 $4,009,609 $3,913,322
Ratio of Expenses to
Average Net Assets(c) 0.90%(e)(f) 0.90%(e) 0.95%(e) 0.93%(e) 0.94% 0.92%
Ratio of Net Investment
Income to Average Net
Assets(c) 2.10%(f) 2.35% 2.54% 3.17% 3.61% 3.11%
Portfolio Turnover Rate 47%(d) 58% 47% 63% 54% 56%
</TABLE>

(a) From July 1, 1998 to May 31, 1999, the Fund's current fiscal year end.
(b) Distributions in excess of net investment income for the year ended June 30,
1998 aggregated less than $0.01 on a per share basis.
(c) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended May 31, 1999 and for the years ended June 30, 1998, 1997, 1996,
1995 and 1994. If such expenses had not been voluntarily absorbed, ratio of
expenses to average net assets would have been 0.91% (annualized), 0.90%,
0.98%, 0.96%, 0.97% and 0.95%, respectively, and ratio of net investment
income to average net assets would have been 2.09% (annualized), 2.35%,
2.51%, 3.14%, 3.58% and 3.08%, respectively.
(d) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(e) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
INVESCO, which is before any expense offset arrangements.
(f) Annualized.
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
MAY 31 YEAR ENDED JUNE 31 JULY 31
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

BALANCED FUND-- 1999(a) 1998 1997 1996 1995 1994(b)
INVESTOR CLASS

PER SHARE DATA
Net Asset Value--
Beginning of Period $15.71 $15.86 $13.36 $12.08 $10.30 $10.00
- ----------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.24 0.33 0.34 0.37 0.29 0.12
Net Gains on Securities
(Both Realized and
Unrealized) 1.73 1.50 3.37 2.12 2.03 0.30
- ----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 1.97 1.83 3.71 2.49 2.32 0.42
- ----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.24 0.35 0.34 0.37 0.29 0.12
Distributions from
Capital Gains 0.66 1.63 0.87 0.84 0.25 0.00
- ----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.90 1.98 1.21 1.21 0.54 0.12
- ----------------------------------------------------------------------------------------------
Net Asset Value-- $16.78 $15.71 $15.86 $13.36 $12.08 $10.30
End of Period
==============================================================================================

TOTAL RETURN 13.12%(c) 12.90% 29.27% 20.93% 23.18% 4.16%(c)

RATIOS
Net Assets--End of
Period ($000 Omitted) $324,838 $216,624 $161,921 $115,066 $37,224 $4,252
Ratio of Expenses to
Average Net Assets(d) 1.21%(e)(f) 1.22%(f) 1.29%(f) 1.29%(f) 1.25% 1.25%(e)
Ratio of Net Investment
Income to Average
Net Assets(d) 1.94%(e) 2.18% 2.46% 3.03% 3.12% 2.87%(e)
Portfolio Turnover Rate 100%(c) 108% 155% 259% 255% 61%(c)
</TABLE>

(a) From August 1, 1998 to May 31, 1999, the Fund's current fiscal year end.
(b) From December 1, 1993, commencement of investment operations, to July 31,
1994.
(c) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(d) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
years ended July 31, 1997, 1996 and 1995 and the period ended July 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 1.34%, 1.29%, 1.59% and 4.37%
(annualized), respectively, and ratio of net investment income to average
net assets would have been 2.41%, 3.03%, 2.77%, and (0.25%) (annualized),
respectively.
(e) Annualized.
(f) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
INVESCO, which is before any expense offset arrangements.

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>

PERIOD ENDED
MAY 31 YEAR ENDED AUGUST 31
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

TOTAL RETURN FUND-- 1999(a) 1998 1997 1996 1995 1994
INVESTOR CLASS

PER SHARE DATA
Net Asset Value--
Beginning of Period $28.16 $27.77 $22.60 $20.95 $18.54 $18.27
- ---------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.60 0.83 0.77 0.73 0.72 0.69
Net Gains on Securities
(Both Realized and
Unrealized) 5.03 0.87 5.26 1.78 2.46 0.60
- ---------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 5.63 1.70 6.03 2.51 3.18 1.29
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.60 0.83 0.77 0.73 0.72 0.60
In Excess of Net
Investment Income(b) 0.00 0.00 0.00 0.00 0.00 0.09
Distributions from
Capital Gains 0.82 0.48 0.09 0.13 0.05 0.17
In Excess of Capital Gains 0.00 0.00 0.00 0.00 0.00 0.16
- ---------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 1.42 1.31 0.86 0.86 0.77 1.02
- ---------------------------------------------------------------------------------------------
Net Asset Value--End of $32.37 $28.16 $27.77 $22.60 $20.95 $18.54
Period
=============================================================================================

TOTAL RETURN 20.27%(c) 6.02% 27.01% 12.06% 17.54% 7.22%

RATIOS
Net Assets--End of Period
($000 Omitted) $3,418,746 $2,561,016 $1,845,594 $1,032,151 $563,468 $292,765
Ratio of Expenses to
Average Net Assets(d) 0.83%(e)(f) 0.79%(e) 0.86%(e) 0.89%(e) 0.95% 0.96%
Ratio of Net Investment
Income to Average
Net Assets(d) 2.61%(f) 2.82% 3.11% 3.44% 3.97% 3.31%
Portfolio Turnover Rate 7%(c) 17% 4% 10% 30% 12%
</TABLE>

(a) From September 1, 1998 to July 31, 1999, the Fund's current fiscal year end.
(b) Distributions in excess of net investment income for the period ended May
31, 1999 and the year ended August 31, 1995, aggregated less than $0.01 on a
per share basis.
(c) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(d) Various expenses of the Fund were voluntarily absorbed by INVESCO from
September 1, 1998 to May 12, 1999, and for the year ended August 31, 1998.
If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 0.84% (annualized) and 0.80%,
respectively, and ratio of net investment income to average net assets would
have been 2.60% (annualized) and 2.81%, respectively.
(e) Ratio is based on total expenses of the Fund, less expenses absorbed by
INVESCO, if applicable, which is before any expense offset arrangements.
(f) Annualized.

<PAGE>

DECEMBER 31, 1999

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO BALANCED FUND--CLASS C
INVESCO EQUITY INCOME FUND--CLASS C
INVESCO TOTAL RETURN FUND--CLASS C

You may obtain additional information about the Funds from several sources:

FINANCIAL REPORTS. Although this Prospectus describes the Funds' anticipated
investments and operations, the Funds also prepare annual and semiannual reports
that detail the Funds' actual investments at the report date. These reports
include discussion of each Fund's recent performance, as well as market and
general economic trends affecting each Fund's performance. The annual report
also includes the report of the Funds' independent accountants.

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated December 31, 1999 is a
supplement to this Prospectus and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

INTERNET. The current Prospectus of the Funds may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, SAI, annual
report and semiannual report of the Funds are available on the SEC Web site at
www.sec.gov.

To obtain a free copy of the current Prospectus, SAI, annual report or
semiannual report, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver,
Colorado 80217-3706; or call 1-800-328-2234. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C., 20549-0102. This information can be
obtained by electronic request at the following email address:
[email protected], or by calling 202-942-8090. The SEC file numbers for the
Funds are 811-8066 and 033-69904.

811-8066

INVESCO COMBINATION STOCK & BOND FUNDS, INC.

INVESCO BALANCED FUND--INSTITUTIONAL CLASS

A NO-LOAD MUTUAL FUND SEEKING CAPITAL APPRECIATION AND CURRENT INCOME.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks..........30
Fund Performance................................31
Fees And Expenses...............................33
Investment Risks................................34
Risks Associated With Particular Investments....35
Temporary Defensive Positions...................40
Fund Management.................................40
Portfolio Managers..............................41
Potential Rewards...............................41
Share Price.....................................42
How To Buy Shares...............................42
Your Account Services...........................45
How To Sell Shares..............................46
Taxes...........................................47
Dividends And Capital Gain Distributions........48
Financial Highlights............................50

[INVESCO ICON] INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of this Fund. Likewise, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is committing
a federal crime.
<PAGE>

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies
[ARROWS ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO

- --------------------------------------------------------------------------------
[KEY ICON] [ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Fund.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management and sale of the Fund.

The Fund's Institutional Class shares are offered only to institutional
investors and qualified retirement plans. This Prospectus contains important
information about the Fund's Institutional Class shares. One or more additional
classes of shares are offered through separate prospectuses. Each of the Fund's
classes has different expenses. You can choose the class of shares that is best
for you. To obtain additional information about other classes of shares, contact
INVESCO Distributors, Inc. ("IDI") at 1-800-328-2234.

FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

The Fund attempts to provide you with high total return through both growth and
current income from these investments. The Fund is actively managed. The Fund
invests in a mix of equity securities and debt securities, as well as in options
and other investments whose values are based upon the values of these
securities. Often, but not always, when stock markets are up, debt markets are
down and vice versa. By investing in both types of securities, the Fund attempts
to cushion against sharp price movements in both equity and debt securities.

Although the Fund is subject to a number of risks that could affect its
performance, its principal risk is market risk -- that is, that the price of the
securities in a portfolio will rise and fall due to price movements in the
securities markets, and the securities held in the Fund's portfolio may decline
in value more than the overall securities markets. Since INVESCO has discretion
to allocate the amounts of equity securities and debt securities held by the
Fund, there is an additional risk that the portfolio of the Fund may not be
allocated in the most advantageous way between equity and debt securities,
particularly in times of significant market movements.

The Fund is subject to other principal risks such as credit, debt securities,
foreign securities, interest rate, duration, liquidity, derivatives, options and
futures, counterparty and lack of timely information risks. These risks are
described and discussed later in the Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in the
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any mutual fund, there is always a risk that you can lose money on your
investment in the Fund.

[GRAPH ICON] FUND PERFORMANCE

Since the Fund's Institutional Class shares are not offered until December 31,
1999, the bar chart below shows the Fund's Investor Class shares' actual yearly
performance for the years ended December 31 (commonly known as its "total
return") since inception. Investor Class shares are not offered in this
Prospectus. INVESTOR CLASS AND INSTITUTIONAL CLASS RETURNS WOULD BE SIMILAR
BECAUSE BOTH CLASSES OF SHARES INVEST IN THE SAME PORTFOLIO OF SECURITIES. THE
RETURNS OF THE CLASSES WOULD DIFFER, HOWEVER, TO THE EXTENT OF DIFFERING LEVELS
OF EXPENSES. IN THIS REGARD, THE BAR CHARTS DO NOT REFLECT CONTINGENT DEFERRED
SALES CHARGES OR ASSET BASED SALES CHARGES IN EXCESS OF 0.25% OF NET ASSETS; IF
THEY DID, THE TOTAL RETURNS SHOWN WOULD BE LOWER. The table below shows average
annual total returns for various periods ended December 31 for the Fund's
Investor Class shares compared to the S&P 500 and Lehman Government/Corporate
Bond Indexes. The information in the chart and table illustrates the variability
of the Fund's Investor Class shares' total return and how its performance
compared to a broad measure of market performance. Remember, past performance
does not indicate how the Fund will perform in the future.
<PAGE>

Best Calendar Qtr. 12/98 13.67%
Worst Calendar Qtr. 9/98 (6.61%)
-----------------------------------------------------------------------------------------------
</TABLE>

Balanced Fund - Investor Class 17.33% 19.15% 18.97%(3)
S&P 500 Index(5) 28.58% 24.03% 19.17%
Lehman Government/Corporate
Bond Index(5) 9.47% 7.30% 9.33%

(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) Year-to-date return for Balanced Fund - Investor Class was 5.94% as of the
calendar quarter ended September 30, 1999.
(3) The Fund commenced investment operations on December 31, 1993.
(4) The total returns are for the Investor Class shares that are not offered in
this Prospectus. Total returns of Institutional Class shares will differ only to
the extent that the classes do not have the same expenses.
(5) The S&P 500 Index is an unmanaged index considered representative of the
performance of the broad U.S. stock market. The Lehman Government/Corporate Bond
Index is an unmanaged index indicative of the broad domestic fixed-income
market. Please keep in mind that the Indexes do not pay brokerage, management,
administrative or distribution expenses, all of which are paid by the Fund and
are reflected in its annual returns.

<PAGE>

FEES AND EXPENSES

SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT

You pay no fee to purchase Fund shares, to exchange to another INVESCO fund, or
to sell your shares. Accordingly, no fees are paid directly from your
shareholder account. The only Fund costs you pay are annual fund expenses that
are deductible from Fund assets.

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

BALANCED FUND--INSTITUTIONAL CLASS

Management Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses(1) 0.39%
-----
Total Annual Fund Operating Expenses(1) 0.99%
=====

(1) Based on estimated expenses for the current fiscal year, which may be more
or less than actual expenses. Actual expenses are not provided because the
Fund's Institutional Class shares were not offered until December 31, 1999.
Certain expenses of the Fund will be absorbed by INVESCO in order to ensure
that expenses for the Fund will not exceed 1.00% of the Fund's average net
assets attributable to Institutional Class shares pursuant to an agreement
between the Fund and INVESCO. This commitment may be changed at any time
following consultation with the board of directors.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds.

The Example assumes that you invested $10,000 in the Institutional Class shares
of the 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 the Fund's Institutional Class shares'
operating expenses remained the same. Although the actual costs and performance
of the Fund's Institutional Class shares may be higher or lower, based on these
assumptions your costs would have been:

1 year 3 years 5 years 10 years
$101 $315 $547 $1,213

<PAGE>

[ARROWS ICON] INVESTMENT RISKS

You should determine the level of risk with which you are comfortable before you
invest. The principal risks of investing in any mutual fund, including the Fund,
are:

BEFORE INVESTING IN THE FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.

NOT INSURED. Mutual funds are not insured by the FDIC or any other agency,
unlike bank deposits such as CDs or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of your mutual fund shares will increase or decrease with
changes in the value of the Fund's underlying investments and changes in the
equity markets as a whole.

NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Fund is designed to be only a part of
your personal investment plan.

In addition, the markets for, or values of, securities in which the Fund invests
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000. For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties. Individual issuers may incur increased costs in
making their own systems Year 2000 compliant. The combination of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Fund's investments. At this time, it is
generally believed that foreign issuers, particularly those in emerging and
other markets, may be more vulnerable to Year 2000 problems than issuers in the
U.S.

<PAGE>

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

You should consider the special factors associated with the policies discussed
below in determining the appropriateness of investing in the Fund. See the
Statement of Additional Information for a discussion of additional risk factors.

MARKET RISK

Equity stock prices vary and may fall, thus reducing the value of the Fund's
investments. Certain stocks selected for any Fund's portfolio may decline in
value more than the overall stock market. In general, the securities of large
businesses with outstanding securities worth $5 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $1 billion, or small businesses with outstanding securities worth less
than $1 billion.

CREDIT RISK

The Fund may invest in debt instruments, such as notes and bonds. There is a
possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of an
issuer may reduce the credit rating of its debt instruments and may affect their
value.

DEBT SECURITIES RISK

Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which the Fund invests. A decline in
interest rates tends to increase the market values of debt securities in which
the Fund invests.

<PAGE>

addition to the loss of interest payments, the market value of a defaulted bond
would likely drop, and the Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly speculative.

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. The Fund may invest up to
25% of its assets in securities of non-U.S. issuers. Securities of Canadian
issuers and American Depository Receipts are not subject to this 25% limitation.

CURRENCY RISK. A change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of the Fund's investment
in a security valued in the foreign currency, or based on that
currency value.

POLITICAL RISK. Political actions, events or instability may result
in unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a
security. In foreign countries, securities markets that are less
regulated than those in the U.S. may permit trading practices that
are not allowed in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S.
and a foreign country could affect the value or liquidity of
investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain are presently members of the European Economic
and Monetary Union (the "EMU") which as of January 1, 1999, adopted
the euro as a common currency. The national currencies will be
sub-currencies of the euro until July 1, 2002, at which time these
currencies will disappear entirely. Other European countries may
adopt the euro in the future.

<PAGE>

The introduction of the euro presents some uncertainties and
possible risks, which could adversely affect the value of securities
held by the Funds.

EMU countries, as a single market, may affect future investment
decisions of the Funds. As the euro is implemented, there may be
changes in the relative strength and value of the U.S. dollar and
other major currencies, as well as possible adverse tax
consequences. The euro transition by EMU countries--present and
future--may affect the fiscal and monetary levels of those
participating countries. There may be increased levels of price
competition among business firms within EMU countries and between
businesses in EMU and non-EMU countries. The outcome of these
uncertainties could have unpredictable effects on trade and commerce
and result in increased volatility for all financial markets.

INTEREST RATE RISK

Changes in interest rates will affect the resale value of debt securities held
in the Fund's portfolio. In general, as interest rates rise, the resale value of
debt securities decreases; as interest rates decline, the resale value of debt
securities generally increases. Debt securities with longer maturities usually
are more sensitive to interest rate movements.

DURATION RISK

LIQUIDITY RISK

The Fund's portfolio is liquid if the Fund is able to sell the securities it
owns at a fair price within a reasonable time. Liquidity is generally related to
the market trading volume for a particular security. Investments in smaller
companies or in foreign companies or companies in emerging markets are subject
to a variety of risks, including potential lack of liquidity.

DERIVATIVES RISK

<PAGE>

OPTIONS AND FUTURES RISK

Options and futures are common types of derivatives that the Fund may
occasionally use to hedge its investments. An option is the right to buy or sell
a security or other instrument, index or commodity at a specific price on or
before a specific date. A future is an agreement to buy or sell a security or
other instrument, index or commodity at a specific price on a specific date.

COUNTERPARTY RISK

LACK OF TIMELY INFORMATION RISK

--------------------------------------------------------------

The Fund generally invests in equity and debt securities. However, in an effort
to diversify its holdings and provide some protection against the risk of other
investments, the Fund also may invest in other types of securities and other
financial instruments, as indicated in the chart below. These investments, which
at any given time may constitute a significant portion of the Fund's portfolio,
have their own risks.

- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS (ADRs)
These are securities issued by U.S. banks that Market, Information, Politi-
represent shares of foreign corporations held by cal, Regulatory, Diplomatic,
those banks. Although traded in U.S. securities Liquidity and Currency Risks
markets and valued in U.S. dollars, ADRs carry
most of the risks of invest ing directly in
foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or Market, Credit, Interest
governments representing an obligation to pay Rate and Duration Risks
interest and to repay principal when the
security
matures.
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS
A contract to exchange an amount of currency on a Currency, Political, Diplo-
date in the future at an agreed-upon exchange rate matic, Counterparty and Reg
might be used by the Fund to hedge against changes ulatory Risks
in foreign currency exchange rates when the Fund
invests in for eign securities. Does not reduce
price fluctuations in foreign securities, or
prevent losses if the prices of those securities
decline.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell Market, Liquidity and
a specific amount of a financial instrument (such Options and Futures Risks
as an index option) at a stated price on a stated
date. The Fund may use futures contracts to
provide liquidity and to hedge portfolio value.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
A security that cannot be sold quickly at its Liquidity Risk
fair value.
- --------------------------------------------------------------------------------
OPTIONS
The obligation or right to deliver or receive a Credit, Information,
security or other instrument, index or commodity, Liquidity and Options and
or cash payment depending on the price of the Futures Risks
underlying security or the performance of an
index or other benchmark. Includes options on
specific securities and stock indices, and
options on stock index futures. May be used in
the Fund's portfolio to provide liquidity and
hedge portfolio value.
- --------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, swaps, caps, Counterparty, Credit,
floors and collars. They may be used to try to Currency, Interest Rate,
manage the Fund's foreign currency exposure and Liquidity, Market and
other invest ment risks, which can cause its net Regulatory Risks
asset value to rise or fall. The Fund may use
these financial instruments, commonly known as
"derivatives," to increase or decrease its
exposure to changing securities prices, interest
rates, currency exchange rates or other factors.
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
A contract under which the seller of a security Credit and Counterparty
agrees to buy it back at an agreed-upon price and Risks
time in the future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are Liquidity Risk
bought and sold solely by institutional investors.
The Fund considers many Rule 144A securities to be
"liquid," although the market for such securities
typically is less active than the public securities
markets.
- --------------------------------------------------------------------------------
<PAGE>

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of the Fund by investing in securities that are
highly liquid, such as high quality money market instruments like short-term
U.S. government obligations, commercial paper or repurchase agreements, even
though that is not the normal investment strategy of the Fund. We have the right
to invest up to 100% of the Fund's assets in these securities, although we are
unlikely to do so. Even though the securities purchased for defensive purposes
often are considered the equivalent of cash, they also have their own risks.
Investments that are highly liquid or comparatively safe tend to offer lower
returns. Therefore, the Fund's performance could be comparatively lower if it
concentrates in defensive holdings.

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

A wholly owned subsidiary of INVESCO IDI is the Fund's distributor and is
responsible for the sale of the Fund's shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fee the Fund paid to INVESCO for its advisory
services in the May 31, 1999:

Since the Fund's Institutional Class shares were not offered until December 31,
1999, Institutional Class shares paid no fees to INVESCO for its advisory
services in the period ended May 31, 1999.

<PAGE>

[INVESCO ICON] PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

CHARLES P. MAYER is Director of Investments, a co-portfolio manager of the Fund,
and a director and senior vice president of INVESCO. He began his investment
career in 1969 and has been with INVESCO since 1993. Before joining INVESCO,
Charlie was a portfolio manager with Westinghouse Pension. He received his
M.B.A. from St. John's University and his B.A. from St. Peter's College.

DONOVAN J. (JERRY) PAUL heads INVESCO's Fixed-Income Team. He is a co-portfolio
manager of the Fund and a senior vice president of INVESCO. Jerry manages
several other fixed-income INVESCO Funds. He is a Chartered Financial Analyst
and a Certified Public Accountant. Before joining INVESCO in 1994, he was with
Stein, Roe & Farnham, Inc. and Quixote Investment Management. Jerry received his
M.B.A. from the University of Northern Iowa and his B.B.A. from the University
of Iowa.

PETER M. LOVELL has been a co-portfolio manager of the Fund since 1998. Before
joining INVESCO in 1994, Pete was a financial consultant with Merrill Lynch. He
received his M.B.A in Finance and Accounting from Regis University and his B.A.
from Colorado State University.

Charlie Mayer and Pete Lovell are members of the INVESCO Equity Team, which is
led by Charlie Mayer.

[INVESCO ICON] POTENTIAL REWARDS

NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUND FOR SHORT-TERM TRADING PURPOSES.

The Fund offers shareholders the potential to increase the value of their
capital over time and also offer the opportunity for current income. Like most
mutual funds, the Fund seeks to provide higher returns than the market or its
competitors, but cannot guarantee that performance. The Fund seeks to minimize
risk by investing in many different companies in a variety of industries.

SUITABILITY FOR INVESTORS

Only you can determine if an investment in the Fund is right for you based upon
your own economic situation, the risk level with which you are comfortable and
other factors.
In general, the Fund is most suitable for investors who:
o are willing to grow their capital over the long-term (at least five years).
o understand that shares of the Fund can, and likely will, have daily price
fluctuations.
o are investing in tax-deferred retirement accounts, such as Traditional and
Roth Individual Retirement Accounts ("IRAs"), as well as employer-sponsored
qualified retirement plans, including 401(k)s and 403(b)s, all of which have
longer investment horizons.

You probably do not want to invest in the Fund if you are:

<PAGE>

o primarily seeking current dividend income.
o unwilling to accept potential daily changes in the price of Fund shares.
o speculating on short-term fluctuations in the stock markets.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS, INCLUDING ACCRUED EXPENSES
- ----------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of your Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value of
each investment in the Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally 4:00 p.m. Eastern time). Therefore, shares of the Fund are
not priced on days when the NYSE is closed, which generally is on weekends and
national holidays in the U.S.

NAV is calculated by adding together the current market price of all of the
Fund's investments and other assets, including accrued interest and dividends;
subtracting the Fund's debts, including accrued expenses; and dividing that
dollar amount by the total number of the Fund's outstanding shares.

All purchases, sales and exchanges of Fund shares are made by INVESCO at the NAV
next calculated after INVESCO receives proper instructions from you to purchase,
redeem or exchange shares of the Fund. Your instructions must be received by
INVESCO no later than the close of the NYSE to effect transactions at that day's
NAV. If INVESCO hears from you after that time, your instructions will be
processed at the NAV calculated at the end of the next day that the NYSE is
open.

Foreign securities exchanges, which set the prices for foreign securities
held by the Fund, are not always open the same days as the NYSE, and may be open
for business on days the NYSE is not. For example, Thanksgiving Day is a holiday
observed by the NYSE and not by overseas exchanges. In this situation, the Fund
would not calculate NAV on Thanksgiving Day (and INVESCO would not buy, sell or
exchange shares for you on that day), even though activity on foreign exchanges
could result in changes in the value of investments held by the Fund on that
day.

[INVESCO ICON] HOW TO BUY SHARES

TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.

The Fund offers multiple classes of shares. Each class represents an identical
interest in the Fund and has the same rights, except that each class bears its
own distribution and shareholder servicing charges, and other expenses. The
income attributable to each class and the dividends payable on the shares of
each class will be reduced by the amount of the distribution fee or service fee,
if applicable, and the other expenses payable by that class.

<PAGE>

In deciding which class of shares to purchase, you should consider, among other
things, (i) the length of time you expect to hold your shares, (ii) the
provisions of the distribution plan applicable to the class, if any, and (iii)
the eligibility requirements that apply to purchases of a particular class.
Institutional Class shares are offered only to institutional investors and
qualified retirement plans. Institutional Class shares are not available to
retail investors.

The following chart shows several convenient ways to invest in the Fund. There
is no charge to invest, exchange or redeem shares when you make transactions
directly through INVESCO. However, if you invest in the Fund through a
securities broker, you may be charged a commission or transaction fee for either
purchases or sales of Fund shares. For all new accounts, please send a completed
application form, and specify the fund or funds you wish to purchase.

INVESCO reserves the right to increase, reduce or waive the Fund's minimum
investment requirements in its sole discretion if it determines this action is
in the best interests of the Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.

MINIMUM INITIAL INVESTMENT. $1,000,000

MINIMUM SUBSEQUENT INVESTMENT. $250,000

EXCHANGE POLICY. You may exchange your shares in the Fund for those in another
INVESCO mutual fund on the basis of their respective NAVs at the time of the
exchange.

FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.

We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in exactly the
same name(s) and Social Security or federal tax I.D. number(s).
o You may make up to four exchanges out of the Fund per 12-month period.
o The Fund reserves the right to reject any exchange request, or to modify or
terminate the exchange policy, if it is in the best interests of the Fund and
its shareholders. Notice of all such modifications or terminations that affect
all shareholders of the Fund will be given at least 60 days prior to the
effective date of the change, except in unusual instances, including a
suspension of redemption of the exchanged security under Section 22(e) of the
Investment Company Act of 1940.

In addition, the ability to exchange may be temporarily suspended at any time
that sales of the fund into which you wish to exchange are temporarily stopped.

Please remember that if you pay by check, Automated Clearing House ("ACH"), or
wire and your funds do not clear, you will be responsible for any related loss
to the Fund or INVESCO. If you are already an INVESCO funds shareholder, the
Fund may seek reimbursement for any loss from your existing account(s).

<PAGE>

<TABLE>
<CAPTION>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- -----------------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK $1,000,000; This Fund is offered only to
Mail to: $250,000 for each institutional investors and
INVESCO Funds Group, Inc., subsequent investment. qualified retirement plans.
P.O. Box 173706, This Fund is not available
Denver, CO 80217-3706. to retail investors.
You may send your check
by overnight courier to:
7800 E. Union Ave.
Denver, CO 80237.
- -----------------------------------------------------------------------------------------
BY WIRE $1,000,000; This Fund is offered only to
You may send your payment by $250,000 for each institutional investors and
bank wire (call INVESCO for subsequent investment. qualified retirement plans.
instructions). This Fund is not available
to retail investors.
- -----------------------------------------------------------------------------------------
BY TELEPHONE WITH ACH $1,000,000; This Fund is offered only to
Call 1-800-328-2234 to request $250,000 for each institutional investors and
your purchase. INVESCO will move subsequent invest- qualified retirement plans.
money from your designated ment. This Fund is not available
bank/credit union checking or to retail investors.
savings account in order to You must forward your bank
purchase shares, upon your account information to
telephone instructions, INVESCO prior to using this
whenever you wish. option.
- -----------------------------------------------------------------------------------------
BY PAL(R) $1,000,000; This Fund is offered only to
Your "Personal Account Line" is $250,000 for each institutional investors and
available for subsequent purchases subsequent investment. qualified retirement plans.
and exchanges 24 hours a day. This Fund is not available
Simply call 1-800-424-8085. to retail investors.
Be sure to write down the
confirmation number provided
by PAL(R). You must forward
your bank account information
to INVESCO prior to using
this option.

<PAGE>

METHOD INVESTMENT MINIMUM PLEASE REMEMBER
- -----------------------------------------------------------------------------------------
BY EXCHANGE $1,000,000; See "Exchange Policy."
Between two INVESCO funds. Call $250,000 for each
1-800-328-2234 for prospectuses subsequent investment.
of other INVESCO funds. Exchanges
may be made by phone or at our
Web site at www.invesco.com. You
may also establish an automatic
monthly exchange service between
two INVESCO funds; call us for
further details and the correct
form.
</TABLE>

[INVESCO ICON] YOUR ACCOUNT SERVICES

INVESCO PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY,
SELL OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUND.

SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which contains your
current Fund holdings. The Fund does not issue share certificates.

QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a written
statement which consolidates and summarizes ccount activity and value at the
beginning and end of the period for each of your INVESCO funds.

TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases, exchanges and sales. If you choose certain recurring transaction
plans (for instance, EasiVest), your transactions are confirmed on your
quarterly Investment Summaries.

TELEPHONE TRANSACTIONS. You may buy, exchange and sell Fund shares by telephone,
unless you specifically decline these privileges when you fill out the INVESCO
new account Application.

YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR
TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.

Unless you decline the telephone transaction privileges, when you fill out and
sign the new account Application, a Telephone Transaction Authorization Form, or
use your telephone transaction privileges, you lose certain rights if someone
gives fraudulent or unauthorized instructions to INVESCO that result in a loss
to you. In general, if INVESCO has followed reasonable procedures, such as
recording telephone instructions and sending written transaction confirmations,
INVESCO is not liable for following telephone instructions that it believes to
be genuine. Therefore, you have the risk of loss due to unauthorized or
fraudulent instructions.

<PAGE>

IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may be
purchased for IRAs and many other types of tax-deferred retirement plans. Please
call INVESCO for information and forms to establish or transfer your existing
retirement plan or account.

[INVESCO ICON] HOW TO SELL SHARES

The following chart shows several convenient ways to sell your Fund shares.
Shares of the Fund may be sold at any time at the next NAV calculated after your
request to sell in proper form is received by INVESCO. Depending on Fund
performance, the NAV at the time you sell your shares may be more or less than
the price you paid to purchase your shares.

TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.

<TABLE>
<CAPTION>
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
----------------------------------------------------------------------------------------
<S> <C> <C>

By Telephone $250 (or, if less, full INVESCO's telephone
Call us toll-free at: liquidation of the redemption privileges may be
1-800-328-2234 account) for a redemption modified or terminated in
check; $1,000 for a wire the future at INVESCO's
to your bank of record. discretion.
The maximum amount which
may be redeemed by
telephone is generally
$25,000.

<PAGE>
----------------------------------------------------------------------------------------
METHOD REDEMPTION MINIMUM PLEASE REMEMBER
----------------------------------------------------------------------------------------
IN WRITING Any amount. The redemption request must
Mail your request to INVESCO be signed by all registered
Funds Group, Inc., P.O. Box account owners. Payment will
173706, Denver, CO 80217-3706. be mailed to your address as
You may also send your request it appears on INVESCO's
by overnight courier to 7800 records, or to a bank
E. Union Ave., Denver, CO designated by you in
80237. writing.
----------------------------------------------------------------------------------------
BY EXCHANGE See "Exchange Policy."
Between two INVESCO funds. When opening a new account,
Call 1-800-328-2234 for investment minimums apply.
prospectuses of other INVESCO
funds. Exchanges may be made
by phone or at our Web site at
www.invesco.com. You may also
establish an automatic monthly
exchange service between two
INVESCO funds; call us for
further details and the
correct form.

----------------------------------------------------------------------------------------
PAYMENT TO THIRD PARTY Any amount. All registered account
Mail your request to INVESCO owners must sign the
Funds Group, Inc., P.O. Box request, with signature
173706, Denver, CO 80217-3706. guarantees from an eligible
guarantor financial
institution, such as
a commercial bank or
a recognized national
or regional securities firm.
</TABLE>

[GRAPH ICON] TAXES

Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Fund.

TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER.

The Fund customarily distributes to its shareholders substantially all of its
net investment income, net capital gains and net gains from foreign currency
transactions, if any. You receive a proportionate part of these distributions,
depending on the percentage of the Fund's shares that you own. These
distributions are required under federal tax laws governing mutual funds. It is
the policy of the Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and the Fund's qualification as a
regulated investment company, it is anticipated that the Fund will not pay any
federal income or excise taxes. Instead, the Fund will be accorded conduit or
"pass through" treatment for federal income tax purposes.

<PAGE>

However, unless you are (or your account is) exempt from income taxes, you must
include all dividends and capital gain distributions paid to you by the Fund in
your taxable income for federal, state and local income tax purposes. You also
may realize capital gains or losses when you sell shares of the Fund at more or
less than the price you originally paid. An exchange is treated as a sale, and
is a taxable event. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in shares of the
Fund or other INVESCO funds.

If you have not provided INVESCO with complete, correct tax information, the
Fund is required by law to withhold 31% of your distributions and any money that
you receive from the sale of shares of the Fund as a backup withholding tax.

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Fund earns ordinary or investment income from dividends and interest on its
investments. The Fund expects to distribute substantially all of this investment
income, less Fund expenses, to shareholders quarterly or at such other times as
the Fund may elect.

The Fund also realizes capital gains or losses when it sells securities in its
portfolio for more or less than it had paid for them. If total gains on sales
exceed total losses (including losses carried forward from previous years), the
Fund has a net realized capital gain. Net realized capital gains, if any, are
distributed to shareholders at least annually, usually in December.

Under present federal income tax laws, capital gains may be taxable at different
rates, depending on how long the Fund has held the underlying investment.
Short-term capital gains which are derived from the sale of assets held one year
or less are taxed as ordinary income. Long-term capital gains which are derived
from the sale of assets held for more than one year are taxed at up to the
maximum capital gains rate, currently 20% for individuals.

Dividends and capital gain distributions are paid to you if you hold shares on
the record date of the distribution regardless of how long you have held your
shares. The Fund's NAV will drop by the amount of the distribution on the day
the distribution is declared. If you buy shares of the Fund just before a
distribution is declared, you may wind up "buying a distribution." This means
that if the Fund declares a dividend or capital gain distribution shortly after
you buy, you will receive some of your investment back as a taxable
distribution. Most shareholders want to avoid this. And, if you sell your shares
at a loss for tax purposes and purchase a substantially identical investment

<PAGE>

within 30 days before or after that sale, the transaction is usually considered
a "wash sale" and you will not be able to claim a tax loss.

Dividends and capital gain distributions paid by the Fund are automatically
reinvested in additional Fund shares at the NAV on the ex-distribution date,
unless you choose to have them automatically reinvested in another INVESCO fund
or paid to you by check or electronic funds transfer. If you choose to be paid
by check, the minimum amount of the check must be at least $10; amounts less
than that will be automatically reinvested. Dividends and other distributions,
whether received in cash or reinvested in additional Fund shares, may be subject
to federal income tax.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of Investor Class shares of the Fund for the past five years (or, if
shorter, the period of the Fund's operations). Certain information reflects
financial results for a single Investor Class share. Since Institutional Class
shares are new, financial information is not available for this class as of the
date of this Prospectus. The total returns in the table represent the annual
percentages that an investor would have earned (or lost) on an investment in an
Investor Class share of the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the financial statements, is
included in INVESCO Combination Stock & Bond Funds, Inc.'s 1999 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. This Report is available without charge by contacting
IDI at the address or telephone number on the back cover of this Prospectus.

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
MAY 31 YEAR ENDED JULY 31 JULY 31
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCED FUND-- 1999(a) 1998 1997 1996 1995 1994(b)
INVESTOR CLASS
PER SHARE DATA
Net Asset Value--
Beginning of Period $15.71 $15.86 $13.36 $12.08 $10.30 $10.00
- ----------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.24 0.33 0.34 0.37 0.29 0.12
Net Gains on Securities
(Both Realized and
Unrealized) 1.73 1.50 3.37 2.12 2.03 0.30
- ----------------------------------------------------------------------------------------------
TOTAL FROM
INVESTMENT OPERATIONS 1.97 1.83 3.71 2.49 2.32 0.42
- ----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.24 0.35 0.34 0.37 0.29 0.12
Distributions from
Capital Gains 0.66 1.63 0.87 0.84 0.25 0.00
- ----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.90 1.98 1.21 1.21 0.54 0.12
- ----------------------------------------------------------------------------------------------
Net Asset Value--End of
of Period $16.78 $15.71 $15.86 $13.36 $12.08 $10.30
==============================================================================================

TOTAL RETURN 13.12%(c) 12.90% 29.27% 20.93% 23.18% 4.16%(c)

RATIOS
Net Assets--End of $324,838 $216,624 $161,921 $115,066 $37,224 $4,252
Period ($000 Omitted)
Ratio of Expenses to 1.21%(e)(f) 1.22%(f) 1.29%(f) 1.29%(f) 1.25% 1.25%(e)
Average Net Assets(d)
Ratio of Net Investment 1.94%(e) 2.18% 2.46% 3.03% 3.12% 2.87%(e)
Income to Average
Net Assets(d)
Portfolio Turnover Rate 100%(c) 108% 155% 259% 255% 61%(c)

</TABLE>

<PAGE>

DECEMBER 31, 1999

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO BALANCED FUND--INSTITUTIONAL CLASS

You may obtain additional information about the Fund from several sources:

FINANCIAL REPORTS. Although this Prospectus describes the Fund's anticipated
investments and operations, the Fund also prepares annual and semiannual reports
that detail the Fund's actual investments at the report date. These reports
include discussion of the Fund's recent performance, as well as market and
general economic trends affecting the Fund's performance. The annual report also
includes the report of the Fund's independent accountants.

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated December 31, 1999 is a
supplement to this Prospectus and has detailed information about the Fund and
its investment policies and practices. A current SAI for the Fund is on file
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.

INTERNET. The Prospectus, SAI, annual report and semiannual report of the Fund
are available on the SEC Web site at www.sec.gov.

To reach PAL(R), your 24-hour Personal Account Line, call: 1-800-424-8085.

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

811-8066

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

INVESCO COMBINATION STOCK & BOND FUNDS, INC.

INVESCO Equity Income Fund - Investor Class and Class C
INVESCO Balanced Fund - Institutional Class, Investor Class and Class C
INVESCO Total Return Fund - Investor Class and Class C

Address: Mailing Address:

7800 E. Union Ave., Denver, CO 80237 P.O. Box 173706, Denver, CO 80217-3706

Telephone:

In continental U.S., 1-800-525-8085

December 31, 1999
- --------------------------------------------------------------------------------

A Prospectus for the Investor Class shares of INVESCO Equity Income (formerly,
INVESCO Industrial Income Fund), INVESCO Balanced, and INVESCO Total Return
Funds dated September 30, 1999, a Prospectus for INVESCO Balanced Fund -
Institutional Class dated December 31, 1999, and a Prospectus for the Class C
shares of INVESCO Equity Income, INVESCO Balanced and INVESCO Total Return Funds
dated December 31, 1999, provide the basic information you should know before
investing in a Fund. This Statement of Additional Information ("SAI") is
incorporated by reference into the Funds' Prospectuses; in other words, this SAI
is legally part of the Funds' Prospectuses. Although this SAI is not a
prospectus, it contains information in addition to that set forth in the
Prospectuses. It is intended to provide additional information regarding the
activities and operations of the Funds and should be read in conjunction with
the Prospectuses.

You may obtain, without charge, the current Prospectuses, SAI and annual and
semiannual reports of the Funds by writing to INVESCO Distributors, Inc., P.O.
Box 173706, Denver, CO 80217-3706 , or by calling 1-800-525-8085. The
Prospectuses of the Investor Class and Class C shares of the Funds are also
available through the INVESCO Web site at www.invesco.com.

<PAGE>

TABLE OF CONTENTS

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Investments, Policies and Risks . . . . . . . . . . . . . . . . . . . . . . . 54

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Management of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

Other Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . . 100

Brokerage Allocation and Other Practices . . . . . . . . . . . . . . . . . . 101

Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

Tax Consequences of Owning Shares of a Fund . . . . . . . . . . . . . . . . 105

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .107

Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

Appendix A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

<PAGE>

THE COMPANY

The Company was incorporated under the laws of Maryland as INVESCO Multiple
Asset Funds, Inc. on August 19, 1993. On September 10, 1998, the Company changed
its name to INVESCO Flexible Funds, Inc. and on October 29, 1998 to INVESCO
Combination Stock & Bond Funds, Inc. On May 28, 1999, the Company assumed all of
the assets and liabilities of INVESCO Equity Income Fund (formerly, INVESCO
Industrial Income Fund, Inc.) and INVESCO Total Return Fund, a series of INVESCO
Value Trust.

The Company is an open-end, diversified, management investment company currently
consisting of three portfolios of investments: INVESCO Balanced Fund -
Institutional Class, Investor Class and Class C, INVESCO Equity Income Fund -
Investor Class and Class C, and INVESCO Total Return Fund - Investor Class and
Class C (each a "Fund" and collectively, the "Funds"). Additional funds may be
offered in the future.

"Open-end" means that each Fund issues an indefinite number of shares which it
continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for the
portfolio of each Fund at the direction of a professional manager. Open-end
management investment companies (or one or more series of such companies, such
as the Funds) are commonly referred to as mutual funds. The Funds do not charge
sales fees to purchase their shares. However, the Investor Class shares of each
Fund pay a 12b-1 distribution fee which is computed and paid monthly at an
annual rate of 0.25% of average net assets attributable to Investor Class
shares. The Class C shares of each Fund pay a 12b-1 distribution/ service fee
which is computed and paid monthly at an aggregate annual rate of 1.00% of
average net assets attributable to Class C shares.

INVESTMENTS, POLICIES AND RISKS

The principal investments and policies of the Funds are discussed in the
Prospectuses of the Funds. The Funds also may invest in the following securities
and engage in the following practices.

ADRs -- American Depository Receipts, or ADRs, are securities issued by American
banks. ADRs are receipts for the shares of foreign corporations that are held by
the bank issuing the receipt. An ADR entitles its holder to all dividends and
capital gains on the underlying foreign securities, less any fees paid to the
bank. Purchasing ADRs gives a Fund the ability to purchase the functional
equivalent of foreign securities without going to the foreign securities markets
to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An
ADR that is "sponsored" means that the foreign corporation whose shares are
represented by the ADR is actively involved in the issuance of the ADR, and
generally provides material information about the corporation to the U.S.
market. An "unsponsored" ADR program means that the foreign corporation whose
shares are held by the bank is not obligated to disclose material information in
the United States, and, therefore, the market value of the ADR may not reflect
important facts known only to the foreign company. Since they mirror their
underlying foreign securities, ADRs generally have the same risks as investing
directly in the underlying foreign securities.
<PAGE>

CERTIFICATES OF DEPOSIT IN FOREIGN BANKS AND U.S. BRANCHES OF FOREIGN BANKS --
The Funds may maintain time deposits in and invest in U.S. dollar denominated
CDs issued by foreign banks and U.S. branches of foreign banks. The Funds limit
investments in foreign bank obligations to U.S. dollar denominated obligations
of foreign banks which have more than $10 billion in assets, have branches or
agencies in the U.S., and meet other criteria established by the board of
directors. Investments in foreign securities involve special considerations.
There is generally less publicly available information about foreign issuers
since many foreign countries do not have the same disclosure and reporting
requirements as are imposed by the U.S. securities laws. Moreover, foreign
issuers are generally not bound by uniform accounting and auditing and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Such investments may also entail the risks of possible
imposition of dividend withholding or confiscatory taxes, possible currency
blockage or transfer restrictions, expropriation, nationalization or other
adverse political or economic developments, and the difficulty of enforcing
obligations in other countries.

The Funds may also invest in bankers' acceptances, time deposits and
certificates of deposit of U.S. branches of foreign banks and foreign branches
of U.S. banks. Investments in instruments of U.S. branches of foreign banks will
be made only with branches that are subject to the same regulations as U.S.
banks. Investments in instruments issued by a foreign branch of a U.S. bank will
be made only if the investment risk associated with such investment is the same
as that involving an investment in instruments issued by the U.S. parent, with
the U.S. parent unconditionally liable in the event that the foreign branch
fails to pay on the investment for any reason.

COMMERCIAL PAPER -- Commercial paper is the term for short-term promissory notes
issued by domestic corporations to meet current working capital needs.
Commercial paper may be unsecured by the corporation's assets but may be backed
by a letter of credit from a bank or other financial institution. The letter of
credit enhances the paper's creditworthiness. The issuer is directly responsible
for payment but the bank "guarantees" that if the note is not paid at maturity
by the issuer, the bank will pay the principal and interest to the buyer.
INVESCO Funds Group, Inc. ("INVESCO"), the Funds' adviser, will consider the
creditworthiness of the institution issuing the letter of credit, as well as the
creditworthiness of the issuer of the commercial paper, when purchasing paper
enhanced by a letter of credit. Commercial paper is sold either as
interest-bearing or on a discounted basis, with maturities not exceeding 270
days.

DEBT SECURITIES -- Debt securities include bonds, notes and other securities
that give the holder the right to receive fixed amounts of principal, interest,
or both on a date in the future or on demand. Debt securities also are often
referred to as fixed-income securities, even if the rate of interest varies over
the life of the security.

Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which a Fund has invested. A decline in
interest rates tends to increase the market values of debt securities in which a
Fund has invested.

<PAGE>

Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful guide to the credit risk of many debt securities. The
lower the rating of a debt security, the greater the credit risk the rating
service assigns to the security. To compensate investors for accepting that
greater risk, lower-rated debt securities tend to offer higher interest rates.
Equity Income Fund may invest up to 15% of its portfolio in lower-rated debt
securities, which are often referred to as "junk bonds." Increasing the amount
of Fund assets invested in unrated or lower-grade straight debt securities may
increase the yield produced by the Fund's debt securities but will also increase
the credit risk of those securities. A debt security is considered lower grade
if it is rated Ba or less by Moody's or BB or less by S&P. Never, under any
circumstances, does Equity Income Fund invest in bonds rated below Caa by
Moody's or CCC by S&P. Lower-rated and non-rated debt securities of comparable
quality are subject to wider fluctuations in yields and market values than
higher-rated debt securities and may be considered speculative. Although Equity
Income Fund may invest in debt securities assigned lower grade ratings by S&P or
Moody's, at the time of purchase, the Fund's investments are generally limited
to debt securities rated B or higher by S&P or Moody's. Balanced Fund and Total
Return Fund may invest only in investment grade debt securities, which are those
rated BBB or higher by S&P or Baa or higher by Moody's, or if unrated, are
judged by INVESCO to be of equivalent quality. At the time of purchase, INVESCO
will limit Fund investments to debt securities which INVESCO believes are not
highly speculative.

A significant economic downturn or increase in interest rates may cause issuers
of debt securities to experience increased financial problems which could
adversely affect their ability to pay principal and interest obligations, to
meet projected business goals, and to obtain additional financing. These
conditions more severely impact issuers of lower-rated debt securities. The
market for lower-rated straight debt securities may not be as liquid as the
market for higher-rated straight debt securities. Therefore, INVESCO attempts to
limit Equity Income Fund's purchases of lower-rated securities to securities
having an established secondary market.

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower-rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a higher
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are usually outweighed by large uncertainties
or major risk exposures to adverse conditions.

Although bonds in the lowest investment grade debt category (those rated BBB by
S&P, Baa by Moody's or the equivalent) are regarded as having adequate
capability to pay principal and interest, they have speculative characteristics.
Adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case for
higher-rated bonds. Lower-rated bonds by Moody's (categories Ba, B or Caa) are
of poorer quality and also have speculative characteristics. Bonds rated Caa may
be in default or there may be present elements of danger with respect to
principal or interest. Lower-rated bonds by S&P (categories BB, B, CCC) include
those that are regarded, on balance, as predominantly speculative with respect
to the issuer's capacity to pay interest and repay principal in accor-

<PAGE>

dance with their terms; BB indicates the lowest degree of speculation and CCC a
high degree of speculation. While such bonds likely will have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions. Bonds having equivalent ratings from other
ratings services will have characteristics similar to those of the corresponding
S&P and Moody's ratings. For a specific description of S&P and Moody's corporate
bond rating categories, please refer to Appendix A.

The Funds may invest in zero coupon bonds, step-up bonds, mortgage-backed
securities and asset-backed securities. Zero coupon bonds do not make regular
interest payments. Zero coupon bonds are sold at a discount from face value.
Principal and accrued discount (representing interest earned but not paid) are
paid at maturity in the amount of the face value. Step-up bonds initially make
no (or low) cash interest payments but begin paying interest (or a higher rate
of interest) at a fixed time after issuance of the bond. The market values of
zero coupon and step-up bonds generally fluctuate more in response to changes in
interest rates than interest-paying securities of comparable term and quality. A
Fund may be required to distribute income recognized on these bonds, even though
no cash may be paid to the Fund until the maturity or call date of a bond, in
order for the Fund to maintain its qualification as a regulated investment
company. These required distributions could reduce the amount of cash available
for investment by a Fund. Mortgage-backed securities represent interests in
pools of mortgages while asset-backed securities generally represent interests
in pools of consumer loans. Both of these are usually set up as pass-through
securities. Interest and principal payments ultimately depend on payment of the
underlying loans, although the securities may be supported, at least in part, by
letters of credit or other credit enhancements or, in the case of
mortgage-backed securities, guarantees by the U.S. government, its agencies or
instrumentalities. The underlying loans are subject to prepayments that may
shorten the securities' weighted average lives and may lower their returns.

DOMESTIC BANK OBLIGATIONS -- U.S. banks (including their foreign branches) issue
certificates of deposit ("CDs") and bankers' acceptances which may be purchased
by the Funds if an issuing bank has total assets in excess of $5 billion and the
bank otherwise meets the Funds' credit rating requirements. CDs are issued
against deposits in a commercial bank for a specified period and rate and are
normally negotiable. Eurodollar CDs are certificates issued by a foreign branch
(usually London) of a U.S. domestic bank, and, as such, the credit is deemed to
be that of the domestic bank. Bankers' acceptances are short-term credit
instruments evidencing the promise of the bank (by virtue of the bank's
"acceptance") to pay at maturity a draft which has been drawn on it by a
customer (the "drawer"). Bankers' acceptances are used to finance the import,
export, transfer, or storage of goods and reflect the obligation of both the
bank and the drawer to pay the face amount. Both types of securities are subject
to the ability of the issuing bank to meet its obligations, and are subject to
risks common to all debt securities. In addition, banker's acceptances may be
subject to foreign currency risk and certain other risks of investment in
foreign securities.

EQUITY SECURITIES -- The Funds may invest in common, preferred and convertible
preferred stocks, and securities whose values are tied to the price of stocks,
such as rights, warrants and convertible debt securities. Common stocks and
preferred stocks represent equity ownership in a corporation. Owners of stock,
such as the Funds, share in a corporation's earnings through dividends which may
be declared by the corporation, although the receipt of dividends is not the
principal benefit that the Funds seek when they invest in stocks and similar
instruments.
<PAGE>

Instead, the Funds seek to invest in stocks that will increase in market value
and may be sold for more than a Fund paid to buy them. Market value is based
upon constantly changing investor perceptions of what the company is worth
compared to other companies. Although dividends are a factor in the changing
market value of stocks, many companies do not pay dividends, or pay
comparatively small dividends. The principal risk of investing in equity
securities is that their market values fluctuate constantly, often due to
factors entirely outside the control of the Funds or the company issuing the
stock. At any given time, the market value of an equity security may be
significantly higher or lower than the amount paid by a Fund to acquire it.

Owners of preferred stocks are entitled to dividends payable from the
corporation's earnings, which in some cases may be "cumulative" if prior
dividends on the preferred stock have not been paid. Dividends payable on
preferred stock have priority over distributions to holders of common stock, and
preferred stocks generally have a priority on the distribution of assets in the
event of the corporation's liquidation. Preferred stocks may be "participating,"
which means that they may be entitled to dividends in excess of the stated
dividend in certain cases. The holders of a company's debt securities generally
are entitled to be paid by the company before it pays anything to its
stockholders.

Rights and warrants are securities which entitle the holder to purchase the
securities of a company (usually, its common stock) at a specified price during
a specified time period. The value of a right or warrant is affected by many of
the same factors that determine the prices of common stocks. Rights and warrants
may be purchased directly or acquired in connection with a corporate
reorganization or exchange offer.

The Funds also may purchase convertible securities including convertible debt
obligations and convertible preferred stock. A convertible security entitles the
holder to exchange it for a fixed number of shares of common stock (or other
equity security), usually at a fixed price within a specified period of time.
Until conversion, the owner of convertible securities usually receives the
interest paid on a convertible bond or the dividend preference of a preferred
stock.

A convertible security has an "investment value" which is a theoretical value
determined by the yield it provides in comparison with similar securities
without the conversion feature. Investment value changes are based upon
prevailing interest rates and other factors. It also has a "conversion value,"
which is the market value the convertible security would have if it were
exchanged for the underlying equity security. Convertible securities may be
purchased at varying price levels above or below their investment values or
conversion values.

Conversion value is a simple mathematical calculation that fluctuates directly
with the price of the underlying security. However, if the conversion value is
substantially below investment value, the market value of the convertible
security is governed principally by its investment value. If the conversion
value is near or above investment value, the market value of the convertible
security generally will rise above investment value. In such cases, the market
value of the convertible security may be higher than its conversion value, due
to the combination of the convertible security's right to interest (or dividend
preference) and the possibility of capital appreciation from the conversion
feature. However, there is no assurance that any premium above investment value

<PAGE>

or conversion value will be recovered because prices change and, as a result,
the ability to achieve capital appreciation through conversion may be
eliminated.

EUROBONDS AND YANKEE BONDS -- The Funds may invest in bonds issued by foreign
branches of U.S. banks ("Eurobonds") and bonds issued by a U.S. branch of a
foreign bank and sold in the United States ("Yankee bonds"). These bonds are
bought and sold in U.S. dollars, but generally carry with them the same risks as
investing in foreign securities.

FOREIGN SECURITIES -- Investments in the securities of foreign companies, or
companies that have their principal business activities outside the United
States, involve certain risks not associated with investments in U.S. companies.
Non-U.S. companies generally are not subject to the same uniform accounting,
auditing and financial reporting standards that apply to U.S. companies.
Therefore, financial information about foreign companies may be incomplete, or
may not be comparable to the information available on U.S. companies. There may
also be less publicly available information about a foreign company.

Although the volume of trading in foreign securities markets is growing,
securities of many non-U.S. companies may be less liquid and have greater swings
in price than securities of comparable U.S. companies. The costs of buying and
selling securities on foreign securities exchanges is generally significantly
higher than similar costs in the United States. There is generally less
government supervision and regulation of exchanges, brokers and issuers in
foreign countries than there is in the United States. Investments in non-U.S.
securities may also be subject to other risks different from those affecting
U.S. investments, including local political or economic developments,
expropriation or nationalization of assets, confiscatory taxation, and
imposition of withholding taxes on dividends or interest payments. If it becomes
necessary, it may be more difficult for a Fund to obtain or to enforce a
judgment against a foreign issuer than against a domestic issuer.

Securities traded on foreign markets are usually bought and sold in local
currencies, not in U.S. dollars. Therefore, the market value of foreign
securities acquired by a Fund can be affected -- favorably or unfavorably -- by
changes in currency rates and exchange control regulations. Costs are incurred
in converting money from one currency to another. Foreign currency exchange
rates are determined by supply and demand on the foreign exchange markets.
Foreign exchange markets are affected by the international balance of payments
and other economic and financial conditions, government intervention,
speculation and other factors, all of which are outside the control of each
Fund. Generally, the Funds' foreign currency exchange transactions will be
conducted on a cash or "spot" basis at the spot rate for purchasing or selling
currency in the foreign currency exchange markets.

FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS

GENERAL. The adviser and/or sub-adviser may use various types of financial
instruments, some of which are derivatives, to attempt to manage the risk of a
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
<PAGE>

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.

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 a 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 a 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 Funds' ability to use Financial Instruments will be limited by tax
considerations. See "Tax Consequences of Owning Shares of a Fund."

In addition to the instruments and strategies described below, the adviser
and/or sub-adviser may use other similar or related techniques to the extent
that they are consistent with a Fund's investment objective and permitted by its
investment limitations and applicable regulatory authorities. The Funds'
Prospectuses 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 Prospectuses.

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

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

(2) There might be imperfect correlation between price movements of a Financial
Instrument and price movement of the investment(s) 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(s), the hedge would not be fully

<PAGE>

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 Funds are 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 a 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 a 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. A 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 a 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) A Fund's ability to close out a position in a Financial Instrument prior to
expiration or maturity depends on the degree of liquidity of the market or, in
the absence of such a market, the ability and willingness of the other party to
the transaction (the "counterparty") to enter into a transaction closing out the
position. Therefore, there is no assurance that any position can be closed out
at a time and price that is favorable to a Fund.

(5) As described below, the Funds are required to maintain assets as "cover,"
maintain segregated accounts or make margin payments when they take positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If a Fund is 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 a Fund's ability to sell a
<PAGE>

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 Funds to an obligation to another party. A Fund will not enter into any such
transaction 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 Funds 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 a
Fund's assets to cover or to hold as segregated could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

OPTIONS. Each 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 a 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 a 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.

<PAGE>

A 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; which 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, which is known as a
closing sale transaction. Closing transactions permit a 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 a Fund's net asset value being more sensitive
to changes in the value of the related investment. A Fund may purchase or write
both exchange-traded and OTC options. Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between a Fund and its counterparty (usually a securities dealer or a bank) with
no clearing organization guarantee. Thus, when a Fund purchases an OTC option,
it relies on the counterparty from whom it purchased the option to make or take
delivery of the underlying investment upon exercise of the option. Failure by
the counterparty to do so would result in the loss of any premium paid by a Fund
as well as the loss of any expected benefit from the transaction.

The Funds' ability to establish and close out positions in options depends on
the existence of a liquid market. However, there can be no assurance that such a
market will exist at any particular time. Closing transactions can be made for
OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. There can be no
assurance that a Fund will in fact be able to close out an OTC option position
at a favorable price prior to expiration. In the event of insolvency of the
counterparty, a Fund might be unable to close out an OTC option position at any
time prior to the option's expiration. If a 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 a 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 a 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 a 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 a 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 a Fund buys a put on an

<PAGE>

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 a 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 a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying securities. A 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, a 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 a 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, a Fund as the call
writer will not learn what it 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 a Fund learns what 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 a 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.

OTC OPTIONS. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument, expiration date, contract size, and strike price,
the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchange where they are traded.

Generally, OTC foreign currency options used by a Fund are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.

<PAGE>

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. When a 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 a 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 a 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 a Fund's fixed-income portfolio. If the adviser and/or sub-adviser
wishes to shorten the duration of a 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 a 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, a 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, a Fund may be required to
increase the level of initial margin deposits. 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. 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

<PAGE>

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 a Fund were 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 a 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.
Although stock index futures contracts do not require physical delivery, under
extraordinary market conditions, liquidity of such futures contracts also could
be reduced. Additionally, the adviser and/or sub-adviser may be incorrect in its
expectations as to the extent of various interest rates, currency exchange rates
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 a 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

<PAGE>

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 a 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. A 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 a Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated.

A 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, a 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, a
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,
a Fund might be required to accept or make delivery of the underlying foreign

<PAGE>

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 Funds 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, a 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, a 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 Funds 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. A 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 Funds 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 anticipates that there will
be a positive correlation between the two currencies.

The cost to a 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 a
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

<PAGE>

no assurance that a 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
segregate cash or liquid assets.

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, a 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 a 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 anticipates. There is no assurance that
the adviser's and/or sub-adviser's use of forward currency contracts will be
advantageous to a Fund or that it will hedge at an appropriate time.

The Funds 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. A 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, a 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 Funds' options and futures activities may affect their turnover
rates and brokerage commission payments. The exercise of calls or puts written
by a Fund, and the sale or purchase of futures contracts, may cause it to sell
or purchase related investments, thus increasing its turnover rate. Once a 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 a Fund may also cause the sale of related
investments, 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. A 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 Funds are authorized to enter into swaps,
caps, floors and collars. 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.

ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or in
the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. A 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 are considered illiquid for purposes of this restriction.

The principal risk of investing in illiquid securities is that a Fund may be
unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the security with
the SEC, and otherwise obtaining listing on a securities exchange or in the over
the counter market.

INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities issued by other investment companies that invest in
short-term debt securities and seek to maintain a net asset value of $1.00 per
share ("money market funds"). The Funds also may invest in Standard & Poor's
Depository Receipts ("SPDRs") and shares of other investment companies. SPDRs
are investment companies whose portfolios mirror the compositions of specific
S&P indices, such as the S&P 500 and the S&P 400. SPDRs are traded on the
American Stock Exchange. SPDR holders such as a 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. 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 a 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, a 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.

REITS -- Real Estate Investment Trusts are investment trusts that invest
primarily in real estate and securities of businesses connected to the real
estate industry.

REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements, or REPOs,
on debt securities that the Fund is allowed to hold in its portfolio. This is a
way to invest money for short periods. A REPO is an agreement under which the
Fund acquires a debt security and then resells it to the seller at an agreed-

<PAGE>

upon price and date (normally, the next business day). The repurchase price
represents an interest rate effective for the short period the debt security is
held by the Fund, and is unrelated to the interest rate on the underlying debt
security. A repurchase agreement is often considered as a loan collateralized by
securities. The collateral securities acquired by the Fund (including accrued
interest earned thereon) must have a total value in excess of the value of the
repurchase agreement. The collateral securities are held by the Fund's custodian
bank until the repurchase agreement is completed.

The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers that are creditworthy
under standards established by the Company's board of directors. The Company's
board of directors has established standards that INVESCO and the applicable
sub-adviser must use to review the creditworthiness of any bank, broker or
dealer that is a party to a REPO. REPOs maturing in more than seven days are
considered illiquid securities. A Fund will not enter into repurchase agreements
maturing in more than seven days if as a result more than 15% of the Fund's net
assets would be invested in these repurchase agreements and other illiquid
securities.

As noted above, the Funds use REPOs as a means of investing cash for short
periods of time. Although REPOs are considered to be highly liquid and
comparatively low-risk, the use of REPOs does involve some risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Fund may incur a loss on the sale of the collateral security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by the Fund not within the control
of the Fund and therefore the realization by the Fund on such collateral may
automatically be stayed. Finally, it is possible that the Fund may not be able
to substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement.

RULE 144A SECURITIES -- A Fund also may invest in securities that can be resold
to institutional investors pursuant to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"). In recent years, a large institutional market
has developed for many Rule 144A Securities. Institutional investors generally
cannot sell these securities to the general public but instead will often depend
on an efficient institutional market in which Rule 144A Securities can readily
be resold to other institutional investors, 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 does not
necessarily mean that a Rule 144A Security is illiquid. Institutional markets
for Rule 144A Securities may provide both reliable market values for Rule 144A
Securities and enable a Fund to sell a Rule 144A investment when appropriate.
For this reason, the Company's board of directors has concluded that if a
sufficient institutional trading market exists for a given Rule 144A security,
it may be considered "liquid," and not subject to a Fund's limitations on
investment in restricted securities. The Company's board of directors has given
INVESCO the day-to-day authority to determine the liquidity of Rule 144A
Securities, according to guidelines approved by the board. The principal risk of

<PAGE>

investing in Rule 144A Securities is that there may be an insufficient number of
qualified institutional buyers interested in purchasing a Rule 144A Security
held by a Fund, and the Fund might be unable to dispose of such security
promptly or at reasonable prices.

SECURITIES LENDING -- Each Fund may lend its portfolio securities. The advantage
of lending portfolio securities is that a Fund continues to have the benefits
(and risks) of ownership of the loaned securities, while at the same time
receiving interest from the borrower of the securities. The primary risk in
lending portfolio securities is that a borrower may fail to return a portfolio
security.

SOVEREIGN DEBT -- In certain emerging countries, the central government and its
agencies are the largest debtors to local and foreign banks and others.
Sovereign debt involves the risk that the government, as a result of political
considerations or cash flow difficulties, may fail to make scheduled payments of
interest or principal and may require holders to participate in rescheduling of
payments or even to make additional loans. If an emerging country government
defaults on its sovereign debt, there is likely to be no legal proceeding under
which the debt may be ordered repaid, in whole or in part. The ability or
willingness of a foreign sovereign debtor to make payments of principal and
interest in a timely manner may be influenced by, among other factors, its cash
flow, the magnitude of its foreign reserves, the availability of foreign
exchanges on the payment date, the debt service burden to the economy as a
whole, the debtor's then current relationship with the International Monetary
Fund and its then current political constraints. Some of the emerging countries
issuing such instruments have experienced high rates of inflation in recent
years and have extensive internal debt. Among other effects, high inflation and
internal debt service requirements may adversely affect the cost and
availability of future domestic sovereign borrowing to finance government
programs, and may have other adverse social, political and economic
consequences, including effects on the willingness of such countries to service
their sovereign debt. An emerging country government's willingness and ability
to make timely payments on its sovereign debt also are likely to be heavily
affected by the country's balance of trade and its access to trade and other
international credits. If a country's exports are concentrated in a few
commodities, such country would be more significantly exposed to a decline in
the international process of one or more of such commodities. A rise in
protectionism on the part of its trading partners, or unwillingness by such
partners to make payment for goods in hard currency, could also adversely affect
the country's ability to export its products and repay its debts. Sovereign
debtors may also be dependent on expected receipts from such agencies and others
abroad to reduce principal and interest arrearages on their debt. However,
failure by the sovereign debtor or other entity to implement economic reforms
negotiated with multilateral agencies or others, to achieve specified levels of
economic performance, or to make other debt payments when due, may cause third
parties to terminate their commitments to provide funds to the sovereign debtor,
which may further impair such debtor's willingness or ability to service its
debts.

The Fund may invest in debt securities issued under the "Brady Plan" in
connection with restructurings in emerging country debt markets or earlier
loans. These securities, often referred to as "Brady Bonds," are, in some cases,
denominated in U.S. dollars and collateralized as to principal by U.S. Treasury
zero coupon bonds having the same maturity. At least one year's interest
payments, on a rolling basis, are collateralized by cash or other investments.
Brady Bonds are actively traded on an over-the-counter basis in the secondary
market for emerging country debt securities. Brady Bonds are lower-rated bonds
and highly volatile.

<PAGE>

U.S. GOVERNMENT SECURITIES -- Each Fund may, from time to time, purchase debt
securities issued by the U.S. government. These securities include Treasury
bills, notes and bonds. Treasury bills have a maturity of one year or less,
Treasury notes generally have a maturity of one to ten years, and Treasury bonds
generally have maturities of more than ten years.

U.S. government debt securities also include securities issued or guaranteed by
agencies or instrumentalities of the U.S. government. Some obligations of U.S.
government agencies, which are established under the authority of an act of
Congress, such as Government National Mortgage Association ("GNMA")
Participation Certificates, are supported by the full faith and credit of the
U.S. Treasury. GNMA Certificates are mortgage-backed securities representing
part ownership of a pool of mortgage loans. These loans -- issued by lenders
such as mortgage bankers, commercial banks and savings and loan associations --
are either insured by the Federal Housing Administration or guaranteed by the
Veterans Administration. A "pool" or group of such mortgages is assembled and,
after being approved by GNMA, is offered to investors through securities
dealers. Once approved by GNMA, the timely payment of interest and principal on
each mortgage is guaranteed by GNMA and backed by the full faith and credit of
the U.S. government. The market value of GNMA Certificates is not guaranteed.
GNMA Certificates are different from bonds because principal is paid back
monthly by the borrower over the term of the loan rather than returned in a lump
sum at maturity, as is the case with a bond. GNMA Certificates are called
"pass-through" securities because both interest and principal payments
(including prepayments) are passed through to the holder of the GNMA
Certificate.

Other United States government debt securities, such as securities of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury. Others, such as bonds issued by Fannie Mae, a federally chartered
private corporation, are supported only by the credit of the corporation. In the
case of securities not backed by the full faith and credit of the United States,
a Fund must look principally to the agency issuing or guaranteeing the
obligation in the event the agency or instrumentality does not meet its
commitments. A Fund will invest in securities of such instrumentalities only
when INVESCO and the applicable sub-adviser are satisfied that the credit risk
with respect to any such instrumentality is comparatively minimal.

WHEN-ISSUED/DELAYED DELIVERY -- The Funds normally buy and sell securities on an
ordinary settlement basis. That means that the buy or sell order is sent, and a
Fund actually takes delivery or gives up physical possession of the security on
the "settlement date," which is three business days later. However, the Funds
also may purchase and sell securities on a when-issued or delayed delivery
basis.

When-issued or delayed delivery transactions occur when securities are purchased
or sold by a Fund and payment and delivery take place at an agreed-upon time in
the future. The Funds may engage in this practice in an effort to secure an
advantageous price and yield. However, the yield on a comparable security
available when delivery actually takes place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by a Fund until it receives

<PAGE>

delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect a Fund.

INVESTMENT RESTRICTIONS

The Funds operate 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 a Fund.

The following restrictions are fundamental and may not be changed without prior
approval of a majority of the outstanding voting securities of a Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Each
Fund 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 a Fund's total assets would be invested in the securities of
that issuer, or (ii) a 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 1933 Act 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 1940 Act;

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
<PAGE>

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. Each 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 or an
affiliate or a successor thereof, with substantially the same
fundamental investment objective, policies and limitations as the Fund.

In addition, each 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 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
<PAGE>

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 a 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.

Following is a chart outlining some of the limitations pursuant to
non-fundamental investment policies set by the board of directors. These
non-fundamental policies may be changed by the board of directors without
shareholder approval:

- --------------------------------------------------------------------------------
INVESTMENT BALANCED EQUITY INCOME TOTAL RETURN
- --------------------------------------------------------------------------------
DEBT SECURITIES Normally, at least Normally, up to Normally, a minimum
25% (investment 35% of 30% (investment
grade only) grade only)
- --------------------------------------------------------------------------------
EQUITY SECURITIES Normally, 50%-70% Normally, 65% Normally, a minimum
common stock in dividend- of 30%; the re-
paying common mainder will vary
stock; Up to with market
10% in non- conditions
dividend paying
- --------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% (must Up to 25%
(Percentages exclude be denominated
ADRs and Canadian and pay interest
issuers.) in U.S. dollars)
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the Company's
investment adviser. INVESCO was founded in 1932 and serves as an investment
adviser to:

<PAGE>

INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.

As of November 30, 1999, INVESCO managed 45 mutual funds having combined assets
of $28.4 billion, on behalf of more than 947,064 shareholders.

INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world, with
approximately $291 billion in assets under management on September 30, 1999.

AMVESCAP PLC's North American subsidiaries include:

INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta,
Georgia, develops and provides domestic and international defined
contribution retirement plan services to plan sponsors, institutional
retirement plan sponsors, institutional plan providers and foreign
governments.

INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division
of IRBS, provides recordkeeping and investment selection services to
defined contribution plan sponsors of plans with between $2 million and
$200 million in assets. Additionally, IRPS provides investment
consulting services to institutions seeking to provide retirement plan
products and services.

Institutional Trust Company, doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement
account custodian and/or trust services for individual retirement
accounts ("IRAs") and other retirement plan accounts. This includes
services such as recordkeeping, tax reporting and compliance. ITC acts
as trustee or custodian to these plans. ITC accepts contributions and
provides complete transfer agency functions: correspondence,
sub-accounting, telephone communications and processing of
distributions.

INVESCO Capital Management, Inc., Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of
discretionary employee benefit plans for corporations and state and
local governments, and endowment funds.

INVESCO Management & Research, Inc., Boston, Massachusetts, primarily
manages pension and endowment accounts.

PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section
401(k) retirement plans.

INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for
providing advisory services in the U.S. real estate markets for
AMVESCAP PLC's clients worldwide. Clients include corporate pension

<PAGE>

plans and public pension funds as well as endowment and foundation
accounts.

INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans,
Taft-Hartley Plans, insurance companies, charitable institutions and
private individuals. INVESCO NY further serves as investment adviser to
several closed-end investment companies, and as sub-adviser with
respect to certain commingled employee benefit trusts.

A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.

A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other
private investment advisory accounts and also serves as a sub-adviser
to certain retail and institutional mutual funds, one Canadian mutual
fund and one portfolio of an open-end registered investment company
that is offered to separate accounts of variable insurance companies.

A I M Distributors, Inc. and Fund Management Company, Houston, Texas,
are registered broker-dealers that act as the principal underwriters
for retail and institutional mutual funds.

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.

THE INVESTMENT ADVISORY AGREEMENT

INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Company.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the Fund's investment policies. INVESCO may directly
manage a Fund itself, or may hire a sub-adviser, which may be an affiliate of
INVESCO, to do so. Specifically, INVESCO is responsible for:

o managing the investment and reinvestment of all the assets of the Funds,
and executing all purchases and sales of portfolio securities;

o maintaining a continuous investment program for the Funds, consistent
with (i) each Fund's investment policies as set forth in the Company's
Articles of Incorporation, Bylaws and Registration Statement, as from
time to time amended, under the 1940 Act, and in any prospectus and/or
statement of additional information of the Funds, as from time to time
amended and in use under the 1933 Act, and (ii) the Company's status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended;

o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the directors of the Company, and executing
transactions accordingly;

<PAGE>

o providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter
generally available to the investment advisory customers of the adviser
or any sub-adviser;

o determining what portion of each Fund's assets should be invested in the
various types of securities authorized for purchase by the Fund; and

o making recommendations as to the manner in which voting rights, rights to
consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.

INVESCO also performs all of the following services for the Funds:

o administrative;

o internal accounting (including computation of net asset value);

o clerical and statistical;

o secretarial;

o all other services necessary or incidental to the administration of the
affairs of the Funds;

o supplying the Company with officers, clerical staff and other employees;

o furnishing office space, facilities, equipment, and supplies; providing
personnel and facilities required to respond to inquiries related to
shareholder accounts;

o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including prospectuses, statements
of additional information, proxy statements, shareholder reports, tax
returns, reports to the SEC, and other corporate documents of the Funds);

o supplying basic telephone service and other utilities; and

o preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act.

Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory services to the Company, INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:

EQUITY INCOME AND BALANCED FUNDS

o 0.60% on the first $350 million of each Fund's average net assets;

<PAGE>

o 0.55% on the next $350 million of each Fund's average net assets;

o 0.50% of each Fund's average net assets from $700 million;

o 0.45% of each Fund's average net assets from $2 billion;

o 0.40% of each Fund's average net assets from $4 billion;

o 0.375% of each Fund's average net assets from $6 billion; and

o 0.35% of each Fund's average net assets from $8 billion.

TOTAL RETURN FUND

o 0.75% on the first $500 million of the Fund's average net assets;

o 0.65% on the next $500 million of the Fund's average net assets;

o 0.50% of the Fund's average net assets from $1 billion;

o 0.45% of the Fund's average net assets from $2 billion;

o 0.40% of the Fund's average net assets from $4 billion;

o 0.375% of the Fund's average net assets from $6 billion; and

o 0.35% of the Fund's average net assets from $8 billion.

During the periods outlined in the table below, the Funds paid INVESCO advisory
fees in the dollar amounts shown below. Since the Funds' Class C shares will not
be offered until February 15, 2000 and Balanced Fund Institutional Class shares
were not offered until December 31, 1999, no advisory fees were paid with
respect to Class C and Institutional Class shares for the periods shown below.
If applicable, the advisory fees were offset by credits in the amounts shown
below, so that the Funds' fees were not in excess of the expense limitations
shown below, which have been voluntarily agreed to by the Company and INVESCO.

Advisory Total Expense Total Expense
Fee Dollars Reimbursements Limitations
----------- -------------- -----------

Equity Income Fund - Investor Class
May 31, 1999(a) $20,935,050 $ 2,813 N/A
June 30, 1998 23,205,917 10,930 N/A
June 30, 1997 21,791,002 1,257,873 N/A
June 30, 1996 21,541,300 1,198,984 N/A

<PAGE>

Balanced Fund - Investor Class
May 31, 1999(b) $1,282,647 $ 0 1.25%
July 31, 1998 1,115,082 0 1.25%
July 31, 1997 797,409 69,052 1.25%
July 31, 1996 561,473 1,211,381 1.25%

Total Return Fund - Investor Class
May 31, 1999(c) $13,059,957 $ 374,435 N/A
August 31, 1998 13,926,522 197,490 N/A
August 31, 1997 9,140,227 0 N/A
August 31, 1996 6,025,905 0 N/A

(a) For the period July 1, 1998 through May 31, 1999.
(b) For the period August 1, 1998 through May 31, 1999.
(c) For the period September 1, 1998 through May 31, 1999.

THE SUB-ADVISORY AGREEMENT

INVESCO Capital Management, Inc. ("ICM") serves as sub-adviser to the Total
Return Fund pursuant to a sub-advisory agreement dated February 28, 1997 (the
"Sub-Agreement") with INVESCO.

The Sub-Agreement provides that ICM, subject to the supervision of INVESCO,
shall manage the investment portfolio of the Fund in conformity with the Fund's
investment policies. These management services include: (a) managing the
investment and reinvestment of all the assets, now or hereafter acquired, of the
Fund, and executing all purchases and sales of portfolio securities; (b)
maintaining a continuous investment program for the Fund, consistent with (i)
the Fund's investment policies as set forth in the Company's Articles of
Incorporation, Bylaws and Registration Statement, as from time to time amended,
under the 1940 Act, as amended, and in any prospectus and/or statement of
additional information of the Company, as from time to time amended and in use
under the 1933 Act and (ii) the Company's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended; (c) determining
what securities are to be purchased or sold for the Fund, unless otherwise
directed by the directors of the Company or INVESCO, and executing transactions
accordingly; (d) providing the Fund the benefit of all of the investment
analysis and research, the reviews of current economic conditions and trends,
and the consideration of long-range investment policy now or hereafter generally
available to investment advisory customers of ICM; (e) determining what portion
of the Fund's assets should be invested in the various types of securities
authorized for purchase by the Fund; and (f) making recommendations as to the
manner in which voting rights, rights to consent to Company action and any other
rights pertaining to the portfolio securities of the Fund shall be exercised.

The Sub-Agreement provides that, as compensation for its services, ICM shall
receive from INVESCO, at the end of each month, a fee based upon the average
daily value of the Fund's net assets. The fee is calculated at the following
annual rates: 0.30% on the first $500 million of the Fund's average net assets;
0.26% on the next $500 million of the Fund's average net assets; 0.20% on the

<PAGE>

Fund's average net assets from $1 billion; 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 sub-advisory fees are paid by INVESCO,
NOT the Funds.

ADMINISTRATIVE SERVICES AGREEMENT

INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated February 28, 1997 with the
Company.

The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:

o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and

o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for the
benefit of participants in such plans.

As full compensation for services provided under the Administrative Services
Agreement, each 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% of the average net assets of the Equity
Income and Total Return Funds, and prior to May 13, 1999, the Balanced Fund, and
0.045% per year of the average net assets of the Balanced Fund, effective May
13, 1999.

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent, dividend disbursing agent and registrar
services for the Funds pursuant to a Transfer Agency Agreement dated February
28, 1997 with the Company.

The Transfer Agency Agreement provides that each Fund pays INVESCO an annual fee
of $20.00 per shareholder account, or, where applicable, per participant in an
omnibus account. This fee is paid monthly at the rate of 1/12 of the annual fee
and is based upon the actual number of shareholder accounts and omnibus account
participants in each Fund at any time during each month.

FEES PAID TO INVESCO

For the periods outlined in the table below for each Fund, the Funds' Investor
Class shares paid the following fees to INVESCO (prior to the absorption of
certain Fund expenses by INVESCO). Since the Funds' Class C shares will not be
offered until February 15, 2000 and Balanced Fund - Institutional Class shares

<PAGE>

were not offered until December 31, 1999, no fees were paid with respect to
Class C and Institutional Class shares for the periods shown below.

Equity Income Fund - Investor Class

PERIOD ENDED YEAR ENDED
MAY 31 JUNE 30,
TYPE OF FEE 1999(a) 1998 1997 1996
- ------------ ------- ---- ---- ----
Advisory $20,935,050 $23,205,917 $21,791,002 $21,541,300
Administrative Services 672,908 748,034 648,015 640,468
Transfer Agency 5,936,040 6,122,313 6,785,271 5,698,274

BALANCED FUND - INVESTOR CLASS

PERIOD ENDED YEAR ENDED
MAY 31 JUNE 30,
TYPE OF FEE 1999(b) 1998 1997 1996
- ------------ ------- ---- ---- ----
Advisory $1,282,647 $1,115,082 $797,409 $ 561,473
Administrative Services 45,489 37,877 29,935 24,037
Transfer Agency 474,150 447,515 397,860 203,967

TOTAL RETURN FUND - INVESTOR CLASS

PERIOD ENDED YEAR ENDED
MAY 31 JUNE 30,
TYPE OF FEE 1999(c) 1998 1997 1996
- ------------ ------- ---- ---- ----
Advisory $13,059,957 $13,926,522 $ 9,140,227 $ 6,025,905
Administrative Services 355,556 367,796 224,249 137,623
Transfer Agency 3,425,993 3,767,444 2,332,422 953,383

(a) For the period July 1, 1998 through May 31, 1999.
(b) For the period August 1, 1998 through May 31, 1999.
(c) For the period September 1, 1998 through May 31, 1999.

DIRECTORS AND OFFICERS OF THE COMPANY

The overall direction and supervision of the Company come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.

The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.
<PAGE>

The Company has a management liaison committee which meets quarterly with
various management personnel of INVESCO in order to facilitate better
understanding of management and operations of the Company, and to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.

The Company has a brokerage committee. The committee meets periodically to
review soft dollar and other brokerage transactions by the Funds, and to review
policies and procedures of INVESCO with respect to brokerage transactions. It
reports on these matters to the Company's board of directors.

The Company has a derivatives committee. The committee meets periodically to
review derivative investments made by the Funds. It monitors derivative usage
by the Funds and the procedures utilized by INVESCO to ensure that the use of
such instruments follows the policies on such instruments adopted by the
Company's board of directors. It reports on these matters to the Company's board
of directors.

The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company or
the Funds for their services as officers. INVESCO has the primary responsibility
for making investment decisions on behalf of the Funds. These investment
decisions are reviewed by the investment committee of INVESCO.

All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
Flexible Funds, Inc.)
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.

The table below provides information about each of the Company's directors and
officers. Their affiliations represent their principal occupations.

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Charles W. Brady *+ Director and Chairman Chairman of the Board
1315 Peachtree St., N.E. of the Board of INVESCO Global
Atlanta, Georgia Health Sciences Fund;
Age: 64 Chief Executive Officer
and Director of AMVESCAP
PLC, London, England and
various subsidiaries of
AMVESCAP PLC.

Fred A. Deering +# Director and Vice Trustee of INVESCO Global
Security Life Center Chairman of the Board Health Sciences Fund;
1290 Broadway formerly, Chairman of the
Denver, Colorado Executive Committee and
Age: 72 Chairman of the Board of
Security Life of Denver
Insurance Company;
Director of ING Ameri can
Holdings Company and First
ING Life Insurance
Company of New York.

Mark H. Williamson *+ President, Chief President, Chief Executive
7800 E. Union Avenue Executive Officer Officer and Director of
Denver, Colorado and Director INVESCO Funds Group, Inc.;
Age: 48 President, Chief Executive
Officer and Director of
INVESCO Distributors,
Inc.; Presi dent, Chief
Operating Officer and
Trustee of INVESCO Global
Health Sciences Fund;
formerly, Chairman and
Chief Exec utive Officer
of Nations Banc Advisors,
Inc.; formerly, Chairman
of NationsBanc
Investments, Inc.

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Victor L. Andrews, Ph.D. Director Professor Emeritus,
**! Chairman Emeritus and
34 Seawatch Drive Chairman of the CFO
Savannah, Georgia Roundtable of the
Age: 69 Department of Finance
of Georgia State
University; President,
Andrews Finan cial
Associates, Inc. (con
sulting firm); formerly,
member of the faculties of
the Harvard Business
School and the Sloan
School of Management of
MIT; Director of The
Sheffield Funds, Inc.

Bob R. Baker +**@ Director President and Chief
AMC Cancer Research Center Executive Officer of AMC
1600 Pierce Street Cancer Research Center,
Denver, Colorado Denver, Colorado, since
Age: 63 January 1989; until
mid-December 1988, Vice
Chairman of the Board of
First Columbia Financial
Corporation, Englewood,
Colorado; formerly, Chair
man of the Board and Chief
Executive Officer of First
Columbia Financial
Corporation.

Lawrence H. Budner # @ Director Trust Consultant; prior to
7608 Glen Albens Circle June 30, 1987, Senior Vice
Dallas, Texas President and Senior Trust
Age: 69 Officer of InterFirst
Bank, Dallas, Texas.

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Wendy L. Gramm, Ph.D.**! Director Self-employed (since
4201 Yuma Street, N.W. 1993); Professor of
Washington, DC Economics and Public
Age: 55 Administration, University
of Texas at Arlington; for
merly, Chairman, Com
modity Futures Trading
Commission; Administra tor
for Information and
Regulatory Affairs at the
Office of Management and
Budget; Executive Direc
tor of the Presidential
Task Force on Regulatory
Relief; and Director of
the Federal Trade Commis
sion's Bureau of Econom
ics; also, Director of
Chicago Mercantile
Exchange, Enron Corpora
tion, IBP, Inc., State
Farm Insurance Company,
Inde pendent Women's
Forum, International
Republic Institute, and
the Republi can Women's
Federal Forum. Also,
Member of Board of
Visitors, College of
Business Administra tion,
University of Iowa, and
Member of Board of
Visitors, Center for Study
of Public Choice, George
Mason University.

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Kenneth T. King +#@ Director Retired. Formerly,
4080 North Circulo Chairman of the Board of
Manzanillo The Capitol Life Insurance
Tucson, Arizona Company, Providence
Age: 74 Washington Insurance
Company and Director of
numerous U.S. subsidiar
ies thereof; formerly,
Chairman of the Board of
The Providence Capitol
Companies in the United
Kingdom and Guernsey;
Chairman of the Board of
the Symbion Corporation
until 1987.

John W. McIntyre + #@ Director Retired. Formerly, Vice
7 Piedmont Center Chairman of the Board of
Suite 100 Directors of the Citizens
Atlanta, Georgia and Southern Corporation
Age: 69 and Chairman of the Board
and Chief Executive
Officer of the Citizens
and Southern Georgia Corp.
and the Citizens and
Southern National Bank;
Trustee of INVESCO Glo bal
Health Sciences Fund,
Gables Residential Trust,
Employee's Retirement
System of GA, Emory
University and J.M. Tull
Charitable Foundation;
Director of Kaiser Foun
dation Health Plans of
Georgia, Inc.

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Larry Soll, Ph.D.!** Director Retired. Formerly,
345 Poorman Road Chairman of the Board
Boulder, Colorado (1987 to 1994), Chief
Age: 57 Executive Officer (1982 to
1989 and 1993 to 1994) and
Presi dent (1982 to 1989)
of Synergen Inc.; Director
of Synergen since
incorpora tion in 1982;
Director of Isis
Pharmaceuticals, Inc.;
Trustee of INVESCO Glo bal
Health Sciences Fund.

Glen A. Payne Secretary Senior Vice President,
7800 E. Union Avenue General Counsel and
Denver, Colorado Secretary of INVESCO
Age: 52 Funds Group, Inc.; Senior
Vice President, Secretary
and General Counsel of
INVESCO Distributors,
Inc.; Secretary, INVESCO
Global Health Sciences
Fund; formerly, General
Counsel of INVESCO Trust
Company (1989 to1998);
formerly, employee of a
U.S. regula tory agency,
Washington, D.C. (1973 to
1989).

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Ronald L. Grooms Chief Accounting Senior Vice President,
7800 E. Union Avenue Officer, Chief Treasurer and Director of
Denver, Colorado Financial Officer and INVESCO Funds Group, Inc.;
Age: 53 Treasurer Senior Vice President,
Treasurer and Direc tor of
INVESCO Distributors,
Inc.; Trea surer,
Principal Financial and
Accounting Officer of
INVESCO Global Health
Sciences Fund; formerly,
Senior Vice President and
Treasurer of INVESCO Trust
Company (1988 to 1998).

William J. Galvin, Jr. Assistant Secretary Senior Vice President and
7800 E. Union Avenue Assistant Secretary of
Denver, Colorado INVESCO Funds Group, Inc.;
Age: 43 Senior Vice President and
Assistant Secretary of
INVESCO Distributors,
Inc.; formerly, Trust
Officer of INVESCO Trust
Company.

Pamela J. Piro Assistant Treasurer Vice President and
7800 E. Union Avenue Assistant Treasurer of
Denver, Colorado INVESCO Funds Group, Inc.;
Age: 39 Assistant Treasurer of
INVESCO Distributors Inc.;
formerly, Assistant Vice
President (1996 to 1997),
Director - Portfolio
Accounting (1994 to 1996),
Portfolio Account ing
Manager (1993 to 1994) and
Assistant Accounting
Manager (1990 to 1993).

<PAGE>

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- --------------------- -----------------------

Alan I. Watson Assistant Secretary Vice President of INVESCO
7800 E. Union Avenue Funds Group, Inc.;
Denver, Colorado formerly, Trust Officer of
Age: 58 INVESCO Trust Company.

Judy P. Wiese Assistant Secretary Vice President and
7800 E. Union Avenue Assistant Secretary of
Denver, Colorado INVESCO Funds Group,
Age: 51 Inc.; Assistant Secretary
of INVESCO Distributors,
Inc.; formerly, Trust
Officer of INVESCO Trust
Company.

# Member of the audit committee of the Company.

+ Member of the executive committee of the Company. On occasion, the executive
committee acts upon the current and ordinary business of the Company between
meetings of the board of directors. Except for certain powers which, under
applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Company. All decisions are
subsequently submitted for ratification by the board of directors.

* These directors are "interested persons" of the Company as defined in the
1940 Act.

** Member of the management liaison committee of the Company.

@ Member of the brokerage committee of the Company.

! Member of the derivatives committee of the Company.

The following table shows the compensation paid by the Company to its
Independent Directors for services rendered in their capacities as directors of
the Company; the benefits accrued as Company expenses with respect to the
Defined Benefit Deferred Compensation Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the period ended May 31, 1999.

In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these directors or trustees for services rendered in their
capacities as directors or trustees during the year ended December 31, 1998. As
of December 31, 1998, there were 53 funds in the INVESCO Complex.

<PAGE>

TOTAL
COMPENSATION
BENEFITS ESTIMATED FROM
AGGREGATE ACCRUED ANNUAL INVESCO
COMPENSATION AS PART BENEFITS COMPLEX
NAME OF PERSON FROM OF COMPANY UPON PAID TO
AND POSITION COMPANY(1) EXPENSES(2) RETIREMENT(3) DIRECTORS(6)
- --------------------------------------------------------------------------------
Fred A. Deering, Vice $16,432 $22,793 $15,394 $103,700
Chairman of the Board
- --------------------------------------------------------------------------------
Victor L. Andrews 13,805 21,804 16,972 80,350
- --------------------------------------------------------------------------------
Bob R. Baker 14,385 19,470 22,744 84,000
- --------------------------------------------------------------------------------
Lawrence H. Budner 13,668 21,804 6,972 79,350
- --------------------------------------------------------------------------------
Daniel D. Chabris(4) 13,518 22,282 13,963 70,000
- --------------------------------------------------------------------------------
Wendy L. Gramm 13,253 0 0 79,000
- --------------------------------------------------------------------------------
Kenneth T. King 15,660 23,265 13,963 77,050
- --------------------------------------------------------------------------------
John W. McIntyre 15,641 0 0 98,500
- --------------------------------------------------------------------------------
Larry Soll 13,253 0 0 96,000
- --------------------------------------------------------------------------------
Total 129,615 131,418 100,008 767,950
- --------------------------------------------------------------------------------
% of Net Assets 0.0015%(5) 0.0015%(5) 0.0035%(6)
- --------------------------------------------------------------------------------

(1) The vice chairman of the board, the chairmen of the Funds' committees who
are Independent Directors, and the members of the Funds' committees who are
Independent Directors each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Directors.

(2) Represents estimated benefits accrued with respect to the Defined Benefit
Deferred Compensation Plan discussed below, and not compensation deferred at the
election of the directors.

(3) These amounts represent the Company's share of the estimated annual
benefits payable by the INVESCO Funds upon the directors' retirement, calculated
using the current method of allocating director compensation among the INVESCO
Funds. These estimated benefits assume retirement at age 72 and that the basic
retainer payable to the directors will be adjusted periodically for inflation,
for increases in the number of funds in the INVESCO Funds, and for other reasons
during the period in which retirement benefits are accrued on behalf of the
respective directors. This results in lower estimated benefits for directors who
are closer to retirement and higher estimated benefits for directors who are
further from retirement. With the exception of Drs. Soll and Gramm, each of

<PAGE>

these directors has served as a director of one or more of the funds in the
INVESCO Funds for the minimum five-year period required to be eligible to
participate in the Defined Benefit Deferred Compensation Plan. Although Mr.
McIntyre became eligible to participate in the Defined Benefit Deferred
Compensation Plan as of November 1, 1998, he was not included in the calculation
of retirement benefits until November 1, 1999.

(4) Mr. Chabris retired as a director of the Company on September 30, 1998.

(5) Totals as a percentage of the Company's net assets as of May 31, 1999.

(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1998.

Messrs. Brady and Williamson, as "interested persons" of the Company and the
other INVESCO Funds, receive compensation as officers or employees of INVESCO or
its affiliated companies, and do not receive any director's fees or other
compensation from the Company or the other funds in the INVESCO Funds for their
service as directors.

The boards of directors of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified Director") is entitled to receive,
if the Qualified Director retires upon reaching age 72 (or the retirement age of
73 or 74, if the retirement date is extended by the boards for one or two years,
but less than three years), continuation of payment for one year (the "First
Year Retirement Benefit") of the annual basic retainer and annualized board
meeting fees payable by the funds to the Qualified Director at the time of
his/her retirement (the "Basic Benefit"). Commencing with any such director's
second year of retirement, commencing with the first year of retirement of any
Qualified Director whose retirement has been extended by the boards for three
years, and commencing with attainment of age 72 by a Qualified Director who
voluntarily retires prior to reaching age 72, a Qualified Director shall receive
quarterly payments at an annual rate equal to 50% of the Basic Benefit. These
payments will continue for the remainder of the Qualified Director's life or ten
years, whichever is longer (the "Reduced Benefit Payments"). If a Qualified
Director dies or becomes disabled after age 72 and before age 74 while still a
director of the funds, the First Year Retirement Benefit and Reduced Benefit
Payments will be made to him/her or to his/her beneficiary or estate. If a
Qualified Director becomes disabled or dies either prior to age 72 or during
his/her 74th year while still a director of the funds, the director will not be
entitled to receive the First Year Retirement Benefit; however, the Reduced
Benefit Payments will be made to him/her or to his/her beneficiary or estate.
The Plan is administered by a committee of three directors who are also
participants in the Plan and one director who is not a Plan participant. The
cost of the Plan will be allocated among the INVESCO Funds in a manner
determined to be fair and equitable by the committee. The Company began making
payments under the Plan to Mr. Chabris as of October 1, 1998. The Company has no
stock options or other pension or retirement plans for management or other
personnel and pays no salary or compensation to any of its officers. A similar
plan has been adopted by INVESCO Global Health Sciences Fund's board of
trustees. All trustees of INVESCO Global Health Sciences Fund are also directors
of the INVESCO Funds.

<PAGE>

The Independent Directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of certain of the INVESCO
Funds. Certain of the deferred amounts have been invested in the shares of all
INVESCO Funds, except Funds offered by INVESCO Variable Investment Funds, Inc.,
in which the directors are legally precluded from investing. Each Independent
Director may, therefore, be deemed to have an indirect interest in shares of
each such INVESCO Fund, in addition to any INVESCO Fund shares the Independent
Director may own either directly or beneficially.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of November 30, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
is considered to be a "principal shareholder" relationship with a Fund under the
1940 Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:

EQUITY INCOME FUND

- --------------------------------------------------------------------------------
BASIS OF OWNERSHIP PERCENTAGE OWNED
NAME AND ADDRESS (RECORD/BENEFICIAL)
- --------------------------------------------------------------------------------

Charles Schwab & Co. Inc.
Special Custody Acct For The Record 13.36%
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122

- --------------------------------------------------------------------------------

Balanced Fund

Charles Schwab & Co. Inc.
Special Custody Acct For The Record 23.75%
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122

- --------------------------------------------------------------------------------

<PAGE>

Total Return Fund

Charles Schwab & Co Inc. Record 18.95%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------
American Express Trust TR Record 8.52%
American Express Trust
Retirement Services Plan
Attn Chris Hunt
4220 Edison Lakes Pkwy, Suite 201
Mishawaka, IN 46545-1420
- --------------------------------------------------------------------------------
Bankers Trust Company Record 6.81%
Siemens Savings Plan
100 Plaza One Ste M53048
Jersey City, NJ 07311-3999
- --------------------------------------------------------------------------------
FIIOC Agent Record 5.18%
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987
- --------------------------------------------------------------------------------

As of December 1, 1999, officers and directors of the Company, as a group,
beneficially owned less than 1% of any Fund's outstanding shares.

DISTRIBUTOR

INVESCO Distributors, Inc. ("IDI"), a wholly owned subsidiary of INVESCO, is the
distributor of the Funds. IDI receives no compensation and bears all expenses,
including the cost of printing and distributing prospectuses, incident to
marketing of the Funds' shares, except for such distribution expenses as are
paid out of Fund assets under the Company's Plans of Distribution, which have
been adopted by each Fund pursuant to Rule 12b-1 under the 1940 Act.

INVESTOR CLASS. The Company has adopted a Plan and Agreement of Distribution
(the "Investor Class Plan") with respect to Investor Class shares, which
provides that the Investor Class shares of each Fund will make monthly payments
to IDI computed at an annual rate no greater than 0.25% of average net assets
attributable to Investor Class shares. These payments permit IDI, at its
discretion, to engage in certain activities and provide services in connection
with the distribution of a Fund's shares to investors. Payments by a Fund
under the Investor Class Plan, for any month, may be made to compensate IDI for
permissible activities engaged in and services provided.
<PAGE>

CLASS C. The Company has adopted a Master Distribution Plan and Agreement
pursuant to Rule 12b-1 under the 1940 Act relating to the Class C shares of the
Funds (the "Class C Plan"). Under the Class C Plan, Class C shares of the Funds
pay compensation to IDI at an annual rate of 1.00% per annum of the average
daily net assets attributable to Class C shares for the purpose of financing any
activity which is primarily intended to result in the sale of Class C shares.
The Class C Plan is designed to compensate IDI for certain promotional and other
sales-related costs, and to implement a dealer incentive program which provides
for periodic payments to selected dealers who furnish continuing personal
shareholder services to their customers who purchase and own Class C shares of a
Fund. Payments can also be directed by IDI to selected institutions that have
entered into service agreements with respect to Class C shares of each Fund and
that provide continuing personal services to their customers who own such Class
C shares of a Fund. Activities appropriate for financing under the Class C Plan
include, but are not limited to, the following: printing of prospectuses and
statements of additional information and reports for other than existing
shareholders; preparation and distribution of advertising material and
sales literature; expenses of organizing and conducting sales seminars;
supplemental payments to dealers and other institutions such as asset-based
sales charges or as payments of service fees under shareholder service
arrangements; and costs of administering the Class C Plan.

Of the aggregate amount payable under the Class C Plan, payments to dealers and
other financial institutions that provide continuing personal shareholder
services to their customers who purchase and own Class C shares of a Fund, in
amounts of up to 0.25% of the average daily net assets of the Class C shares of
the Fund attributable to the customers of such dealers or financial institutions
are characterized as a service fee. Payments to dealers and other financial
institutions in excess of such amount and payments to IDI would be characterized
as an asset-based sales charge pursuant to the Class C Plan. Payments pursuant
to the Class C Plan are subject to any applicable limitations imposed by rules
of the National Association of Securities Dealers, Inc. ("NASD"). The Class C
Plan conforms to rules of the NASD by limiting payments made to dealers and
other financial institutions who provide continuing personal shareholder
services to their customers who purchase and own Class C shares of the Funds to
no more than 0.25% per annum of the average daily net assets of the Class C
shares of the Funds attributable to the customers of such dealers or financial
institutions, and by imposing a cap on the total sales charges, including
asset-based sales charges, that may be paid by the Funds.

IDI may pay sales commissions to dealers and institutions who sell Class C
shares of the Funds at the time of such sales. Payments with respect to Class C
shares will equal 1.00% of the purchase price of the Class C shares sold by the
dealer or institution, and will consist of a sales commission of 0.75% of the
purchase price of Class C shares sold plus an advance of the first year service
fee of 0.25% with respect to such shares. IDI will retain all payments received
by it relating to Class C shares for the first thirteen months after they are
purchased. The portion of the payments to IDI under the Class C Plan
attributable to Class C shares which constitutes an asset-based sales charge
(0.75%) is intended in part to permit IDI to recoup a portion of on-going sales
commissions to dealers plus financing costs, if any. After the first thirteen
months, IDI will make such payments quarterly to dealers and institutions based
on the average net asset value of Class C shares which are attributable to

<PAGE>

shareholders for whom the dealers and institutions are designated as dealers of
record.

A significant expenditure under the Investor Class Plan and Class C Plan
(collectively, the "Plans") is compensation paid to securities companies and
other financial institutions and organizations, which may include
INVESCO-affiliated companies, in order to obtain various distribution-related
and/or administrative services for the Funds. Each Fund is authorized by a Plan
to use its assets to finance the payments made to obtain those services.
Payments will be made by IDI to broker-dealers who sell shares of a Fund and may
be made to banks, savings and loan associations and other depository
institutions. Although the Glass-Steagall Act limits the ability of certain
banks to act as underwriters of mutual fund shares, INVESCO does not believe
that these limitations would affect the ability of such banks to enter into
arrangements with IDI, but can give no assurance in this regard. However, to the
extent it is determined otherwise in the future, arrangements with banks might
have to be modified or terminated, and, in that case, the size of the Funds
possibly could decrease to the extent that the banks would no longer invest
customer assets in the Funds. Neither the Company nor its investment adviser
will give any preference to banks or other depository institutions which enter
into such arrangements when selecting investments to be made by a Fund.
Financial institutions and any other person entitled to receive compensation for
selling Fund shares may receive different compensation for selling shares of one
particular class instead of another.

During the period ended May 31, 1999, the Funds made payments to IDI under the
Investor Class Plan in the amounts of $11,115,878, $516,187 and $1,542,554 for
Equity Income Fund - Investor Class, Balanced Fund - Investor Class, and Total
Return Fund - Investor Class, respectively. In addition, as of May 31, 1999,
$984,605, $64,787, and $309,780 of additional distribution accruals had been
incurred for Equity Income Fund - Investor Class, Balanced Fund - Investor
Class, and Total Return Fund - Investor Class, respectively, and will be paid
during the fiscal year ended May 31, 2000. Since the Funds' Class C shares will
not be offered until February 15, 2000 and Balanced Fund - Institutional Class
shares were not offered until December 31, 1999, the Funds' Class C and
Institutional Class shares made no payments to IDI under the Class C Plan during
the period ended May 31, 1999. For the period ended May 31, 1999, and in the
full fiscal year preceding that period for each Fund, allocation of 12b-1
amounts paid by the Funds' Investor Class for the following categories of
expenses were:

Equity Income Fund - Investor Class (a)

Period Ended Year Ended
May 31, 1999 June 30, 1998

Advertising $3,788,682 $3,264,533
Sales literature, printing, and postage 698,773 786,905
Direct Mail 553,992 1,058,990
Public Relations/Promotion 600,269 287,465

<PAGE>

Compensation to securities dealers
and other organizations 4,150,563 5,381,075
Marketing personnel 1,323,599 1,383,127

Balanced Fund - Investor Class(b)

Advertising $ 156,987 $ 146,478
Sales literature, printing, and postage 60,174 80,184
Direct Mail 13,074 22,071
Public Relations/Promotion 22,363 20,601
Compensation to securities dealers
and other organizations 190,918 123,899
Marketing personnel 72,671 58,574

Total Return Fund - Investor Class(c)

Advertising $ 288,036 $ 3,231
Sales literature, printing, and postage 112,513 6,483
Direct Mail 31,455 1,079
Public Relations/Promotion 45,730 12,038
Compensation to securities dealers
and other organizations 912,141 0
Marketing personnel 152,679 23,899

(a) For the period July 1, 1998 through May 31, 1999.
(b) For the period August 1, 1998 through May 31, 1999.
(c) For the period September 1, 1998 through May 31, 1999.

The services which are provided by securities dealers and other organizations
may vary by dealer but include, among other things, processing new shareholder
account applications, preparing and transmitting to the Company's Transfer Agent
computer-processable tapes of all Fund transactions by customers, serving as the
primary source of information to customers in answering questions concerning the
Funds, and assisting in other customer transactions with the Funds.

The Plans provide that they shall continue in effect with respect to each Fund
as long as such continuance is approved at least annually by the vote of the
board of directors of the Company cast in person at a meeting called for the
purpose of voting on such continuance, including the vote of a majority of the
Independent Directors. A Plan can also be terminated at any time by a Fund,
without penalty, if a majority of the Independent Directors, or shareholders of
the relevant class of shares of the Fund, vote to terminate a Plan. The Company
may, in its absolute discretion, suspend, discontinue or limit the offering of
its shares at any time. In determining whether any such action should be taken,
the board of directors intends to consider all relevant factors including,
without limitation, the size of a Fund, the investment climate for a Fund,
general market conditions, and the volume of sales and redemptions of a Fund's
shares. The Plans may continue in effect and payments may be made under a Plan
following any temporary suspension or limitation of the offering of Fund shares;
however, the Company is not contractually obligated to continue a Plan for any

<PAGE>

particular period of time. Suspension of the offering of a Fund's shares would
not, of course, affect a shareholder's ability to redeem his or her shares.

So long as the Plans are in effect, the selection and nomination of persons to
serve as Independent Directors of the Company shall be committed to the
Independent Directors then in office at the time of such selection or
nomination. The Plans may not be amended to increase the amount of a Fund's
payments under a Plan without approval of the shareholders of that Fund's
respective class of shares, and all material amendments to a Plan must be
approved by the board of directors of the Company, including a majority of the
Independent Directors. Under the agreement implementing the Plans, IDI or a
Fund, the latter by vote of a majority of the Independent Directors or a
majority of the holders of the relevant class of a Fund's outstanding voting
securities, may terminate such agreement without penalty upon 30 days' written
notice to the other party. No further payments will be made by a Fund under a
Plan in the event of its termination.

To the extent that a Plan constitutes a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so as to
authorize the use of Fund assets in the amounts and for the purposes set forth
therein, notwithstanding the occurrence of an assignment, as defined by the 1940
Act, and rules thereunder. To the extent it constitutes an agreement pursuant to
a plan, a Fund's obligation to make payments to IDI shall terminate
automatically, in the event of such "assignment." In this event, a Fund may
continue to make payments pursuant to a Plan only upon the approval of new
arrangements regarding the use of the amounts authorized to be paid by a Fund
under a Plan. Such new arrangements must be approved by the directors, including
a majority of the Independent Directors, by a vote cast in person at a meeting
called for such purpose. These new arrangements might or might not be with IDI.
On a quarterly basis, the directors review information about the distribution
services that have been provided to each Fund and the 12b-1 fees paid for such
services. On an annual basis, the directors consider whether a Plan should be
continued and, if so, whether any amendment to the Plan, including changes in
the amount of 12b-1 fees paid by each class of a Fund, should be made.

The only Company directors and interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, who have a direct or indirect financial
interest in the operation of the Plans are the officers and directors of the
Company who are also officers either of IDI or other companies affiliated with
IDI. The benefits which the Company believes will be reasonably likely to flow
to a Fund and its shareholders under the Plans include the following:

o Enhanced marketing efforts, if successful, should result in an increase
in net assets through the sale of additional shares and afford greater
resources with which to pursue the investment objectives of the Funds;

o The sale of additional shares reduces the likelihood that redemption of
shares will require the liquidation of securities of the Funds in amounts
and at times that are disadvantageous for investment purposes; and

o Increased Fund assets may result in reducing each investor's share of
certain expenses through economies of scale (e.g. exceeding established
breakpoints in an advisory fee schedule and allocating fixed expenses
over a larger asset base), thereby partially offsetting the costs of a
Plan.

<PAGE>

The positive effect which increased Fund assets will have on INVESCO's revenues
could allow INVESCO and its affiliated companies:

o To have greater resources to make the financial commitments necessary to
improve the quality and level of the Funds' shareholder services (in both
systems and personnel);

o To increase the number and type of mutual funds available to investors
from INVESCO and its affiliated companies (and support them in their
infancy), and thereby expand the investment choices available to all
shareholders; and

o To acquire and retain talented employees who desire to be associated with
a growing organization.

OTHER SERVICE PROVIDERS

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the Funds.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.

TRANSFER AGENT

INVESCO, 7800 E. Union Avenue, Denver, Colorado, is the Company's transfer
agent, registrar, and dividend disbursing agent. Services provided by INVESCO
include the issuance, cancellation and transfer of shares of the Funds, and the
maintenance of records regarding the ownership of such shares.

LEGAL COUNSEL

The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., 2nd
Floor, Washington, D.C., is legal counsel for the Company. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell LLP, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.

<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

As the investment adviser to the Funds, INVESCO places orders for the purchase
and sale of securities with broker-dealers based upon an evaluation of the
financial responsibility of the broker-dealers and the ability of the
broker-dealers to effect transactions at the best available prices.

While INVESCO seeks reasonably competitive commission rates, the Funds do not
necessarily pay the lowest commission or spread available. INVESCO is permitted
to, and does, consider qualitative factors in addition to price in the selection
of brokers. Among other things, INVESCO considers the quality of executions
obtained on a Fund's portfolio transactions, viewed in terms of the size of
transactions, prevailing market conditions in the security purchased or sold,
and general economic and market conditions. INVESCO has found that a broker's
consistent ability to execute transactions is at least as important as the price
the broker charges for those services.

In seeking to ensure that the commissions charged a Fund are consistent with
prevailing and reasonable commissions, INVESCO monitors brokerage industry
practices and commissions charged by broker-dealers on transactions effected for
other institutional investors like the Funds.

Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, INVESCO may select brokers that provide research
services to INVESCO and the Company, as well as other INVESCO mutual funds and
other accounts managed by INVESCO. Research services include statistical and
analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to INVESCO in making
informed investment decisions. Research services prepared and furnished by
brokers through which a Fund effects securities transactions may be used by
INVESCO in servicing all of its accounts and not all such services may be used
by INVESCO in connection with a particular Fund. Conversely, a Fund receives
benefits of research acquired through the brokerage transactions of other
clients of INVESCO.

In order to obtain reliable trade execution and research services, INVESCO may
utilize brokers that charge higher commissions than other brokers would charge
for the same transaction. This practice is known as "paying up." However, even
when paying up, INVESCO is obligated to obtain favorable execution of a Fund's
transactions.

Portfolio transactions also may be effected through broker-dealers that
recommend the Funds to their clients, or that act as agent in the purchase of a
Fund's shares for their clients. When a number of broker-dealers can provide
comparable best price and execution on a particular transaction, INVESCO may
consider the sale of a Fund's shares by a broker-dealer in selecting among
qualified broker-dealers.

Certain of the INVESCO Funds utilize fund brokerage commissions to pay custody
fees for each respective fund. This program requires that the participating
funds receive favorable execution.

The aggregate dollar amount of brokerage commissions paid by each Fund for the
periods outlined in the table below were:

<PAGE>

Equity Income Fund
Period Ended May 31, 1999(a) $5,889,896
Year Ended June 30, 1998 6,092,269
Year Ended June 30, 1997 4,594,928
Year Ended June 30, 1996 4,668,604

Balanced Fund
Period Ended May 31, 1999(b) $1,103,175
Year Ended July 31, 1998 1,318,035
Year Ended July 31, 1997 1,382,425
Year Ended July 30, 1996 1,262,695

Total Return Fund
Period Ended May 31, 1999(c) $ 816,864
Year Ended August 31, 1998 330,263
Year Ended August 31, 1997 484,776
Year Ended August 31, 1996 396,975

(a) For the period July 1, 1998 through May 31, 1999.
(b) For the period August 1, 1998 through May 31, 1999.
(c) For the period September 1, 1998 through May 31, 1999.

For the period ended May 31, 1999, brokers providing research services received
$2,948,981 in commissions on portfolio transactions effected for the Funds. The
aggregate dollar amount of such portfolio transactions was $2,502,180,989.
Commissions totaling $469,128 were allocated to certain brokers in recognition
of their sales of shares of the Funds on portfolio transactions of the Funds
effected during the period ended May 31, 1999.

At May 31, 1999, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:

- --------------------------------------------------------------------------------
VALUE OF SECURITIES
FUND BROKER OR DEALER AT MAY 31, 1999
================================================================================
Equity Income State Street Bank & Trust $6,616,000.00
- --------------------------------------------------------------------------------
Sears Roebuck Acceptance $40,000,000.00
- --------------------------------------------------------------------------------
Associates Corp of North America $40,000,000.00
- --------------------------------------------------------------------------------
General Electric Services $166,940,625.00
- --------------------------------------------------------------------------------

<PAGE>

- -------------------------------------------------------------------------------
VALUE OF SECURITIES
FUND BROKER OR DEALER AT MAY 31, 1999
================================================================================
American Express Credit $40,000,000.00
- --------------------------------------------------------------------------------
Hertz Corp $34,734,000.00
- --------------------------------------------------------------------------------
Morgan (JP) & Co $83,587,500.00
- --------------------------------------------------------------------------------
Balanced State Street Bank and Trust $1,398,000.00
- --------------------------------------------------------------------------------
Associates Corp of North America $17,068,872.00
- --------------------------------------------------------------------------------
General Electric $4,474,250.00
- --------------------------------------------------------------------------------
Morgan (J P) and Company $5,795,400.00
- --------------------------------------------------------------------------------
Total Return State Street Bank and Trust $49,437,000.00
- --------------------------------------------------------------------------------
Associates Corp of North America $19,423,019.40
- --------------------------------------------------------------------------------
General Electric $30,506,250.00
- --------------------------------------------------------------------------------
Morgan Stanley Dean Witter $38,600,000.00
- --------------------------------------------------------------------------------

Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.

<PAGE>

CAPITAL STOCK

The Company is authorized to issue up to three billion five hundred million
shares of common stock with a par value of $0.01 per share. As of November 30,
1999, the following shares of each Fund were outstanding:

Equity Income Fund - Investor Class 319,666,491
Equity Income Fund - Class C 0
Balanced Fund - Institutional Class 0
Balanced Fund - Investor Class 26,764,570
Balanced Fund - Class C 0
Total Return Fund - Investor Class 105,136,967
Total Return Fund - Class C 0

A share of each class of a Fund represents an identical interest in that Fund's
investment portfolio and has the same rights, privileges and preferences.
However, each class may differ with respect to sales charges, if any,
distribution and/or service fees, if any, other expenses allocable exclusively
to each class, voting rights on matters exclusively affecting that class, and
its exchange privilege, if any. The different sales charges and other expenses
applicable to the different classes of shares of the Funds will affect the
performance of those classes. Each share of a Fund is entitled to participate
equally in dividends for that class, other distributions and the proceeds of any
liquidation of a class of that Fund. However, due to the differing expenses of
the classes, dividends and liquidation proceeds on Institutional Class, Investor
Class and Class C shares will differ. All shares of a Fund will be voted
together, except that only the shareholders of a particular class of a Fund may
vote on matters exclusively affecting that class, such as the terms of a Rule
12b-1 Plan as it relates to the class. All shares issued and outstanding are,
and all shares offered hereby when issued will be, fully paid and
nonassessable. The board of directors has the authority to designate additional
classes of common stock without seeking the approval of shareholders and may
classify and reclassify any authorized but unissued shares.

Shares have no preemptive rights and are freely transferable on the books of
each Fund.

All shares of the Company have equal voting rights based on one vote for each
share owned. The Company is not generally required and does not expect to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Company
or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders.

Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. The Funds will assist shareholders in
communicating with other shareholders as required by the 1940 Act.

Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that

<PAGE>

occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.

TAX CONSEQUENCES OF OWNING SHARES OF A FUND

Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company and intends to continue to qualify during its current fiscal year. It is
the policy of each Fund to distribute all investment company taxable income and
net capital gains. As a result of this policy and the Funds' qualification as
regulated investment companies, it is anticipated that none of the Funds will
pay federal income or excise taxes and that all of the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes. Therefore,
any taxes that a Fund would ordinarily owe are paid by its shareholders on a
pro-rata basis. If a Fund does not distribute all of its net investment income
or net capital gains, it will be subject to income and excise taxes on the
amount that is not distributed. If a Fund does not qualify as a regulated
investment company, it will be subject to corporate income tax on its net
investment income and net capital gains at the corporate tax rates.

Dividends paid by a Fund from net investment income as well as distributions of
net realized short-term capital gains and net realized gains from certain
foreign currency transactions are taxable for federal income tax purposes as
ordinary income to shareholders. After the end of each calendar year, the Funds
send shareholders information regarding the amount and character of dividends
paid in the year, including the dividends eligible for the
dividends-received-deduction for corporations. Dividends eligible for the
dividends-received-deduction will be limited to the aggregate amount of
qualifying dividends that a Fund derives from its portfolio investments.

A Fund realizes a capital gain or loss when it sells a portfolio security for
more or less than it paid for that security. Capital gains and losses are
divided into short-term and long-term, depending on how long the Fund held the
security which gave rise to the gain or loss. If the security was held one year
or less the gain or loss is considered short-term, while holding a security for
more than one year will generate a long-term gain or loss. A capital gain
distribution consists of long-term capital gains which are taxed at the capital
gains rate. Short-term capital gains are included with income from dividends and
interest as ordinary income and are paid to shareholders as dividends, as
discussed above. If total long-term gains on sales exceed total short-term
losses, including any losses carried forward from previous years, a Fund will
have a net capital gain. Distributions by a Fund of net capital gains are, for
federal income tax purposes, taxable to the shareholder as a long-term capital
gain regardless of how long a shareholder has held shares of the particular
Fund. Such distributions are not eligible for the dividends-received-deduction.
After the end of each calendar year, the Funds send information to shareholders
regarding the amount and character of distributions paid during the year.

All dividends and other distributions are taxable income to the shareholder,
whether or not such dividends and distributions are reinvested in additional
shares or paid in cash. If the net asset value of a Fund's shares should be

<PAGE>

reduced below a shareholder's cost as a result of a distribution, such
distribution would be taxable to the shareholder although a portion would be a
return of invested capital. The net asset value of shares of a Fund reflects
accrued net investment income and undistributed realized capital and foreign
currency gains; therefore, when a distribution is made, the net asset value is
reduced by the amount of the distribution. If shares of a Fund are purchased
shortly before a distribution, the full price for the shares will be paid and
some portion of the price may then be returned to the shareholder as a taxable
dividend or capital gain. However, the net asset value per share will be reduced
by the amount of the distribution, which would reduce any gain (or increase any
loss) for tax purposes on any subsequent redemption of shares.

If it invests in foreign securities, a Fund may be subject to the withholding of
foreign taxes on dividends or interest it receives on foreign securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to shareholders for use by them as a foreign tax credit or deduction.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes.

A Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of the
following tests: (1) at least 75% of its gross income is passive or (2) an
average value of at least 50% of its assets produce, or are held for the
production of, passive income. Each Fund intends to "mark-to-market" its stock
in any PFIC. In this context, "marking-to-market" means including in ordinary
income for each taxable year the excess, if any, of the fair market value of the
PFIC stock over the Fund's adjusted basis in the PFIC stock as of the end of the
year. In certain circumstances, a Fund will also be allowed to deduct from
ordinary income the excess, if any, of its adjusted basis in PFIC stock over the
fair market value of the PFIC stock as of the end of the year. The deduction
will only be allowed to the extent of any PFIC mark-to-market gains recognized
as ordinary income in prior years. A Fund's adjusted tax basis in each PFIC
stock for which it makes this election will be adjusted to reflect the amount of
income included or deduction taken under the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from the
disposition of debt securities denominated in foreign currencies that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders.

INVESCO may provide Fund shareholders with information concerning the average
cost basis of their shares in order to help them prepare their tax returns. This
information is intended as a convenience to shareholders and will not be
reported to the Internal Revenue Service (the "IRS"). The IRS permits the use of
several methods to determine the cost basis of mutual fund shares. The cost
basis information provided by INVESCO will be computed using the single-category
average cost method, although neither INVESCO nor the Funds recommend any
particular method of determining cost basis. Other methods may result in

<PAGE>

different tax consequences. If you have reported gains or losses for a Fund in
past years, you must continue to use the method previously used, unless you
apply to the IRS for permission to change methods.

If you sell Fund shares at a loss after holding them for six months or less,
your loss will be treated as long-term (instead of short-term) capital loss to
the extent of any capital gain distributions that you may have received on those
shares.

Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital gains for the one-year period
ending on October 31 of that year, plus certain other amounts.

You should consult your own tax adviser regarding specific questions as to
federal, state and local taxes. Dividends and capital gain distributions will
generally be subject to applicable state and local taxes. Qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, for income tax purposes does not entail government supervision of
management or investment policies.

PERFORMANCE

To keep shareholders and potential investors informed, INVESCO will occasionally
advertise the Funds' total return for one-, five-, and ten-year periods (or
since inception). Total return figures show the rate of return on a $10,000
investment in a Fund, assuming reinvestment of all dividends and capital gain
distributions for the periods cited.

Cumulative total return shows the actual rate of return on an investment for the
period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the telephone number or
address on the back cover of the Funds' Prospectuses.

When we quote mutual fund rankings published by Lipper Inc., we may compare a
Fund to others in its appropriate Lipper category, as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers. Other independent financial media also produce performance- or
service-related comparisons, which you may see in our promotional materials.

Performance figures are based on historical earnings and are not intended to
suggest future performance.

Average annual total return performance for the one-, five-, and ten-year
periods (or since inception) ended May 31, 1999 was:
<PAGE>

10 YEAR OR
NAME OF FUND 1 YEAR 5 YEAR SINCE INCEPTION
- ------------ ------ ------ ---------------
Equity Income Fund - Investor Class 10.31%(a) 17.36% 15.74%
Balanced Fund - Investor Class 13.12%(b) 20.08% 18.66%(c)
Total Return Fund - Investor Class 20.27%(d) 17.22% 13.88%

(a) For the period July 1, 1998 through May 31, 1999.
(b) For the period August 1, 1998 through May 31, 1999.
(c) Inception date of December 1, 1993.
(d) For the period September 1, 1998 through May 31, 1999.

Average annual total return performance is not provided for each Fund's Class C
shares since Class C shares will not be offered until February 15, 2000 and for
Balanced Fund's Institutional Class Shares since they were not offered until
December 31, 1999. Average annual total return performance for each of the
periods indicated was computed by finding the average annual compounded rates of
return that would equate the initial amount invested to the ending redeemable
value, according to the following formula:

P(1 + T)n = ERV

where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were determined
by solving the above formula for "T" for each time period indicated.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.

In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company, S&P,
Lipper Inc., Lehman Brothers, National Association of Securities Dealers
Automated Quotations, Frank Russell Company, Value Line Investment Survey, the
American Stock Exchange, Morgan Stanley Capital International, Wilshire
Associates, the Financial Times Stock Exchange, the New York Stock Exchange, the
Nikkei Stock Average and Deutcher Aktienindex, all of which are unmanaged market
indicators. In addition, rankings, ratings, and comparisons of investment
performance and/or assessments of the quality of shareholder service made by
independent sources may be used in advertisements, sales literature or
shareholder reports, including reprints of, or selections from, editorials or
articles about the Fund. These sources utilize information compiled (i)
internally; (ii) by Lipper Inc.; or (iii) by other recognized analytical

<PAGE>

services. The Lipper Inc. mutual fund rankings and comparisons which may be used
by the Funds in performance reports will be drawn from the following mutual fund
groupings, in addition to the broad-based Lipper general fund groupings:

Equity Income Fund Equity Income Funds
Balanced Fund Balanced Funds
Total Return Fund Flexible Portfolio Funds

Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:

AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
BANXQUOTE
BARRON'S
BUSINESS WEEK
CDA INVESTMENT TECHNOLOGIES
CNBC
CNN
CONSUMER DIGEST
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
IBBOTSON ASSOCIATES, INC.
INSTITUTIONAL INVESTOR
INVESTMENT COMPANY DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER INC.'S MUTUAL FUND PERFORMANCE ANALYSIS
MONEY
MORNINGSTAR
MUTUAL FUND FORECASTER
NO-LOAD ANALYST
NO-LOAD FUND X
PERSONAL INVESTOR
SMART MONEY
THE NEW YORK TIMES
THE NO-LOAD FUND INVESTOR
U.S. NEWS AND WORLD REPORT
UNITED MUTUAL FUND SELECTOR
USA TODAY
THE WALL STREET JOURNAL
WIESENBERGER INVESTMENT COMPANIES SERVICES
WORKING WOMAN
WORTH

<PAGE>

FINANCIAL STATEMENTS

The financial statements for the Funds for the period ended May 31, 1999 are
incorporated herein by reference from INVESCO Combination Stock & Bond Funds,
Inc.'s Annual Report to Shareholders dated May 31, 1999.

<PAGE>

APPENDIX A

BOND RATINGS

The following is a description of Moody's and S&P's bond ratings:

Moody's Corporate Bond Ratings

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable investment attributes, and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any longer period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

<PAGE>

S&P Corporate Bond Ratings

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.

<PAGE>

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Articles of Incorporation filed April 2, 1993.(2)

(1) Articles of Amendment to Articles of Incorporation filed
September 10, 1998.(4)

(2) Articles of Amendment to Articles of Incorporation filed
May 24, 1999.(5)

(3) Articles of Amendment to Articles of Incorporation filed
July 30, 1999.(6)

(4) Articles of Amendment and Restatement of Articles of
Incorporation filed December 2, 1999.

(b) Bylaws.(2)

(c) Provisions of instruments defining the rights of holders of
Registrant's securities are contained in Articles II, IV, VI
and VIII of the Articles of Incorporation and Articles I, II,
V, VI, VII, VIII, IX and X of the Bylaws of the Registrant.

(d) (1) Investment Advisory Agreement between Registrant and
INVESCO Funds Group, Inc. dated February 28, 1997.(3)

(a) Amendment to Advisory Agreement dated June 30,
1998.(4)

(b) Amendment dated May 13, 1999 to Advisory
Agreement.(6)

(2) Sub-advisory Agreement between INVESCO Funds Group, Inc.
and INVESCO Capital Management, Inc. dated May 28,
1999.(6)

(e) (1) Distribution Agreement between Registrant and INVESCO
Distributors, Inc. dated September 30, 1997.(3)

(f) (1) Amended Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.

(g) Custody Agreement between Registrant and State Street Bank and
Trust Company dated July 1, 1993.(2)

(1) Amendment to Custody Agreement dated October 25, 1995.(2)

(2) Data Access Services Addendum.(3)

(3) Additional Fund Letter dated April 15, 1998.(3)

<PAGE>

(h) (1) Transfer Agency Agreement dated February 28, 1997.(3)

(2) Administrative Services Agreement between Registrant and
INVESCO Funds Group, Inc. dated February 28, 1997.(3)

(a) Amendment dated May 13, 1999 to Administrative
Services Agreement.(6)

(b) Amendment dated May 28, 1999 to Administrative
Services Agreement.(6)

(i) (1) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will,
when sold, be legally issued, fully paid and
non-assessable dated September 30, 1993.(3)

(2) Opinon and Consent of Counsel with respect to INVESCO
Industrial Income Fund as to the legality of the
securities being registered dated May 28, 1999.(5)

(3) Opinion and Consent of Counsel with respect to INVESCO
Total Return Fund as to the legality of the securities
being registered dated May 28, 1999.(5)

(j) Consent of Independent Accountants.

(k) Not applicable.

(l) Not applicable.

(m) (1) Amended Plan and Agreement of Distribution adopted
pursuant to Rule 12b-1 under the Investment Company Act of
1940 dated September 30, 1997 with respect to the Funds'
Investor Class shares.(3)

(n) Not Applicable.

(o) (1) Form of Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940 with respect to INVESCO Balanced Fund
adopted by the board of directors on January __, 2000.(7)

(2) Form of Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940 with respect to INVESCO Equity Income
Fund adopted by the board of directors on January __,
2000.(7)

(3) Form of Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940 with respect to INVESCO Total Return
Fund adopted by the board of directors on January __,
2000.(7)

<PAGE>

(1)Previously filed with Post-Effective Amendment No. 3 to the Registration
Statement on September 21, 1995, and incorporated by reference herein.

(2)Previously filed with Post-Effective Amendment No. 4 to the Registration
Statement on November 27, 1996 and incorporated by reference herein.

(3)Previously filed with Post-Effective Amendment No. 5 to the Registration
Statement on November 24, 1997, and incorporated by reference herein.

(4)Previously filed with Post-Effective Amendment No. 6 to the Registration
Statement on September 29, 1998, and incorporated by reference herein.

(5)Previously filed with Post-Effective Amendment No. 7 to the Registration
Statement on May 28, 1999, and incorporated by reference herein.

(6)Previously filed with Post-Effective Amendment No. 9 to the Registration
Statement on September 28, 1999, and incorporated by reference herein.

(7)Previously filed with Post-Effective Amendment No. 10 to the Registration
Statement on November 1, 1999, and incorporated by reference herein.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH INVESCO COMBINATION
STOCK & BOND FUNDS, INC. (THE "COMPANY")

No person is presently controlled by or under common control with the Company.

ITEM 25. INDEMNIFICATION

Indemnification provisions for officers, directors and employees of the Company
are set forth in Article Seventh (2) of the Articles of Incorporation, and are
hereby incorporated by reference. See Item 24(a) above. Under these Articles,
directors and officers will be indemnified to the fullest extent permitted to
directors by the Maryland General Corporation Law, subject only to such
limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
directors and officers of the Company cannot be protected against liability to
the Fund or its shareholders to which they would be subject because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties of
their office. The Company also maintains liability insurance policies covering
its directors and officers.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "Fund Management" in the Funds' Prospectuses and "Management of the Funds"
in the Statement of Additional Information for information regarding the
business of the investment adviser, INVESCO.

Following are the names and principal occupations of each director and officer
of the investment adviser, INVESCO. Certain of these persons hold positions with
IDI, a subsidiary of INVESCO.

<PAGE>

- --------------------------------------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME ADVISER AND COMPANY AFFILIATION
- --------------------------------------------------------------------------------
Mark H. Williamson Chairman, Director President & Chief
and Officer Executive Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Raymond R. Cunningham Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ronald L. Grooms Officer & Director Senior Vice President &
Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard W. Healey Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
William R. Keithler Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Charles P. Mayer Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Timothy J. Miller Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President,
Secretary & General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Marie E. Aro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stacie Cowell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Dawn Daggy-Mangerson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Brian B. Hayward Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Campbell C. Judge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
James F. Lummanick Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Corey M. McClintock Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Douglas J. McEldowney Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stephen A. Moran Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Jon B. Pauley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Anthony R. Rogers Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
James B. Sandidge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas R. Wald Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
- --------------------------------------------------------------------------------
Reagan A. Shopp Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship
Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

ITEM 27. (a) PRINCIPAL UNDERWRITERS
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.

(b)

POSITIONS AND POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH OFFICES WITH
BUSINESS ADDRESS UNDERWRITER THE COMPANY
- ---------------- ----------- -----------

William J. Galvin, Jr. Senior Vice Assistant Secretary
7800 E. Union Avenue President &
Denver, CO 80237 Asst. Secretary

<PAGE>

Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer, & Officer, and
Director Chief Acctg. Off.

Richard W. Healey Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Director

Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237

Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel

Pamela J. Piro Assistant Treasurer Assistant Treasurer
7800 E. Union Avenue
Denver, CO 80237

Judy P. Wiese Assistant Secretary Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237

Mark H. Williamson Chairman of the Board, President,
7800 E. Union Avenue President, & Chief CEO & Director
Denver, CO 80237 Executive Officer

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Company certifies that it meets all the requirements
for effectiveness of this Registration Statement under Rule 485(b) under the
Securities Act and has duly caused this post-effective amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
County of Denver, and State of Colorado, on the 31st day of December, 1999.

ATTEST: INVESCO Combination Stock & Bond Funds, Inc.

/s/ Glen A. Payne /s/ Mark H. Williamson
- ------------------------------- ----------------------------------
Glen A. Payne, Secretary Mark H. Williamson, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.

/s/ Mark H. Williamson /s/ Lawrence H. Budner*
- ------------------------------- -----------------------------
Mark H. Williamson, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)

/s/ Ronald L. Grooms /s/ John W. McIntyre*
- ------------------------------- -----------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)

/s/ Victor L. Andrews* /s/ Fred A. Deering*
- ------------------------------- -----------------------------
Victor L. Andrews, Director Fred A. Deering, Director

/s/ Bob R. Baker* /s/ Larry Soll*
- ------------------------------- -----------------------------
Bob R. Baker, Director Larry Soll, Director

/s/ Charles W. Brady* /s/ Kenneth T. King*
- ------------------------------- -----------------------------
Charles W. Brady, Director Kenneth T. King, Director

/s/ Wendy L. Gramm*
- -------------------------------
Wendy L. Gramm, Director

By _____________________________ By /s/ Glen A. Payne
-------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
October 4, 1993, November 24, 1993, September 20, 1995, November 27, 1996 and
November 24, 1997, respectively.

<PAGE>

EXHIBIT INDEX

Page in
Exhibit Number Registration Statement
- -------------- ----------------------

a(4) 124
f(1) 132
j 139

Exhibit a(4)
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
INVESCO COMBINATION STOCK & BOND FUNDS, INC.

INVESCO Combination Stock & Bond Funds, Inc., a corporation organized and
existing under the General Corporation Law of the State of Maryland, certifies
to the Maryland State Department of Assessments and Taxation that:

FIRST: INVESCO Combination Stock & Bond Funds, Inc. desires to amend
and restate its Articles of Incorporation as currently in effect. The
provisions set forth in these Articles of Amendment and Restatement have been
approved by a majority of the entire board of directors of INVESCO
Combination Stock & Bond Funds, Inc. and are all the provisions of the
Articles of Incorporation currently in effect. These Articles of Amendment
and Restatement amend the Articles of Incorporation. The Articles of
Incorporation of INVESCO Combination Stock & Bond Funds, Inc. are hereby
amended and restated in the following manner:

ARTICLE I

NAME AND TERM

The name of the corporation is INVESCO Combination Stock & Bond Funds,
Inc. (the "Company"). The corporation shall have perpetual existence.

ARTICLE II

POWERS AND PURPOSES

The nature of the business and the objects and purposes to be transacted,
promoted and carried on by the Company are as follows:

1. To engage in the business of an incorporated investment company of
open-end management type and to engage in all legally permissible
activities and operations usual, customary, or necessary in connection
therewith.

2. In general, to engage in any other business permitted to corporations
by the laws of the State of Maryland and to have and exercise all
powers conferred upon or permitted to corporations by the Maryland
General Corporation Law and any other laws of the State of Maryland;
provided, however, that the Company shall be restricted from engaging
in any activities or taking any actions which would preclude its
compliance with applicable provisions of the Investment Company Act of
1940, as amended, applicable to open-end management type investment
companies or applicable rules promulgated thereunder.

ARTICLE III

CAPITALIZATION

SECTION 1. The aggregate number of shares of stock of all series that the
Company shall have the authority to issue is three billion five hundred million
(3,500,000,000) shares of Common Stock, having a par value of one cent ($0.01)
per share of all authorized shares, having an aggregate par value of thirty-five
million dollars ($35,000,000.00). Such stock may be issued as full shares or as
fractional shares.
<PAGE>

In the exercise of the powers granted to the board of directors pursuant
to Section 3 of this Article III, the board of directors designates three series
of shares of common stock of the Company, with two or more classes of shares of
common stock for each series, designated as follows:
<TABLE>
<CAPTION>
FUND NAME & CLASS ALLOCATED SHARES
<S> <C>
INVESCO Balanced Fund-Institutional Class One hundred million shares (100,000,000)
INVESCO Balanced Fund-Investor Class One hundred million shares (100,000,000)
INVESCO Balanced Fund-Class C One hundred million shares (100,000,000)
INVESCO Equity Income Fund-Investor Class One billion shares (1,000,000,000)
INVESCO Equity Income Fund-Class C One billion shares (1,000,000,000)
INVESCO Total Return Fund-Investor Class Three hundred million shares (300,000,000)
INVESCO Total Return Fund-Class C Three hundred million shares (300,000,000)
</TABLE>

Unless otherwise prohibited by law, so long as the Company is registered
as an open-end investment company under the Investment Company Act of 1940, as
amended, the total number of shares that the Company is authorized to issue may
be increased or decreased by the board of directors in accordance with the
applicable provisions of the Maryland General Corporation Law.

SECTION 2. No holder of stock of the Company shall be entitled as a matter
of right to purchase or subscribe for any shares of the capital stock of the
Company which it may issue or sell, whether out of the number of shares
authorized by these articles of incorporation, or out of any shares of the
capital stock of the Company acquired by it after the issue thereof.

SECTION 3. The Company is authorized to issue its stock in one or more
series or one or more classes of shares, and, subject to the requirements of the
Investment Company Act of 1940, as amended, particularly Section 18(f) thereof
and Rule 18f-2 thereunder, the different series and classes, if any, shall be
established and designated, and the variations in the relative preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as between the
different series or classes shall be fixed and determined and may be classified
and reclassified by the board of directors; provided that the board of directors
shall not classify or reclassify any of such shares into any class or series of
stock which is prior to any class or series of stock then outstanding with
respect to rights upon the liquidation, dissolution or winding up of the affairs
of, or upon any distribution of the general assets of, the Company, except that
there may be variations so fixed and determined between different series or
classes as to investment objective, purchase price, right of redemption, special
rights as to dividends and on liquidation with respect to assets and income
belonging to a particular series or class, voting powers and conversion rights.
All references to shares in these articles of incorporation shall be deemed to
be shares of any or all series and classes of shares of the Company's capital
stock as the context may require.

(a) The number of authorized shares allocated to each series or class
and the number of shares of each series or of each class that may
be issued shall be in such number as may be determined by the
board of directors. The directors may classify or reclassify any
unissued shares or any shares previously issued and reacquired of
any series or class into one or more series or one or more
classes that may be established and designated by the board of
directors from time to time. The directors may hold as treasury
shares (of the same or some other series or class), reissue for
such consideration and on such terms as they may determine, or
cancel any shares of any series or any class reacquired by the
Company at their discretion from time to time.
<PAGE>

(b) All consideration received by the Company for the issue or sale
of shares of a particular series or class, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall
irrevocably belong to that series or class for all purposes,
subject only to the rights of creditors of that series or class,
and shall be so recorded upon the books of account of the
Company. In the event that there are any assets, income,
earnings, profits and proceeds thereof, funds, or payments which
are not readily identifiable as belonging to any particular
series or class, the directors shall allocate them among any one
or more of the series or classes established and designated from
time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable. Each such allocation
by the Company shall be conclusive and binding upon the
stockholders of all series or classes for all purposes. The
directors shall have full discretion, to the extent not
inconsistent with the Investment Company Act of 1940, as amended,
and the Maryland General Corporation Law to determine which items
shall be treated as income and which items shall be treated as
capital; and each such determination and allocation shall be
conclusive and binding upon the stockholders.

(c) The assets belonging to each particular class or series shall be
charged with the liabilities of the Company in respect to that
class or series and all expenses, costs, charges and reserves
attributable to that class or series, and any general
liabilities, expenses, costs, charges or reserves of the Company
which are not readily identifiable as belonging to any particular
class or series shall be allocated and charged by the directors
to and among any one or more of the classes or series established
and designated from time to time in such manner and on such basis
as the directors in their sole discretion deem fair and
equitable. Each allocation of liabilities, expenses, costs,
charges and reserves by the directors shall be conclusive and
binding upon the stockholders of all series and classes for all
purposes.

(d) Dividends and distributions on shares of a particular series or
class may be paid with such frequency as the directors may
determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with such
frequency as the board of directors may determine, to the holders
of shares of that series or class, from such of the income and
capital gains, accrued or realized, from the assets belonging to
that series or class, as the directors may determine, after
providing for actual and accrued liabilities belonging to that
series or class. All dividends and distributions on shares of a
particular series or class shall be distributed pro rata to the
holders of that series or class in proportion to the number of
shares of that series or class held by such holders at the date
and time of record established for the payment of such dividends
or distributions except that in connection with any dividend or
distribution program or procedure, the board of directors may
determine that no dividend or distribution shall be payable on
shares as to which the stockholder's purchase order and/or
payment have not been received by the time or times established
by the board of directors under such program or procedure.

The Company intends to have each series that may be established to
represent interests of a separate investment portfolio qualify as a
"regulated investment company" under the Internal Revenue Code of
1986, or any successor comparable statute thereto, and regulations
promulgated thereunder. Inasmuch as the computation of net income
and gains for federal income tax purposes may vary from the
computation thereof on the books of the Company, the board of
directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends, including dividends
designated in whole or in part as capital gains distributions,
amounts sufficient, in the opinion of the board of directors, to
enable the respective series to qualify as regulated investment
companies and to avoid liability of such series for federal income
tax in respect of that year. However, nothing in the foregoing shall
limit the authority of the board of directors to make distributions
greater than or less than the amount necessary to qualify the series
as regulated investment companies and to avoid liability of such
series for such tax.
<PAGE>

(e) Dividends and distributions may be made in cash, property or
additional shares of the same or another class or series, or a
combination thereof, as determined by the board of directors or
pursuant to any program that the board of directors may have in
effect at the time for the election by each stockholder of the
mode of the making of such dividend or distribution to that
stockholder. Any such dividend or distribution paid in shares
will be paid at the net asset value thereof as defined in section
(4) below.

(f) In the event of the liquidation or dissolution of the Company or
of a particular class or series, the stockholders of each class
or series that has been established and designated and is being
liquidated shall be entitled to receive, as a class or series,
when and as declared by the board of directors, the excess of the
assets belonging to that class or series over the liabilities
belonging to that class or series. The holders of shares of any
particular class or series shall not be entitled thereby to any
distribution upon liquidation of any other class or series. The
assets so distributable to the stockholders of any particular
class or series shall be distributed among such stockholders in
proportion to the number of shares of that class or series held
by them and recorded on the books of the Company. The
liquidation of any particular class or series in which there are
shares then outstanding may be authorized by vote of a majority
of the board of directors then in office, subject to the approval
of a majority of the outstanding securities of that class or
series, as defined in the Investment Company Act of 1940, as
amended, and without the vote of the holders of any other class
or series. The liquidation or dissolution of a particular class
or series may be accomplished, in whole or in part, by the
transfer of assets of such class or series to another class or
series or by the exchange of shares of such class or series for
the shares of another class or series.

(g) On each matter submitted to a vote of the stockholders, each
holder of a share shall be entitled to one vote for each share
standing in his name on the books of the Company, irrespective of
the class or series thereof, and all shares of all classes or
series shall vote as a single class or series ("single class
voting"); provided, however that (i) as to any matter with
respect to which a separate vote of any class or series is
required by the Investment Company Act of 1940, as amended, or by
the Maryland General Corporation Law, such requirement as to a
separate vote by that class or series shall apply in lieu of
single class voting as described above; (ii) in the event that
the separate vote requirements referred to in (i) above apply
with respect to one or more but not all classes or series, then,
subject to (iii) below, the shares of all other classes or series
shall vote as a single class or series; and (iii) as to any
matter which does not affect the interest of a particular class
or series, only the holders of shares of the one or more
affected classes shall be entitled to vote. Holders of shares
of the stock of the Company shall not be entitled to exercise
cumulative voting in the election of directors or on any other
matter.

(h) The establishment and designation of any series or class of
shares, in addition to the initial class of shares which has been
established in section (1) above, shall be effective upon the
adoption by a majority of the then directors of a resolution
setting forth such establishment and designation and the relative
rights and preferences of such series or class, or as otherwise
provided in such instrument and the filing with the proper
authority of the State of Maryland of Articles Supplementary
setting forth such establishment and designation and relative
rights and preferences.
<PAGE>

SECTION 4. The Company shall, upon due presentation of a share or shares
of stock for redemption, redeem such share or shares of stock at a redemption
price prescribed by the board of directors in accordance with applicable laws
and regulations; provided that in no event shall such price be less than the
applicable net asset value per share of such class or series as determined in
accordance with the provisions of this section (4), less such redemption or
other charge as is determined by the board of directors. Subject to applicable
law, the Company may redeem shares, not offered by a stockholder for redemption,
held by any stockholder whose shares of a class or series had a value less than
such minimum amount as may be fixed by the board of directors from time to time
or prescribed by applicable law, other than as a result of a decline in value of
such shares because of market action; provided that before the Company redeems
such shares it must notify the shareholder by first-class mail that the value of
his shares is less than the required minimum value and allow him 60 days to make
an additional investment in an amount which will increase the value of his
account to the required minimum value. Unless otherwise required by applicable
law, the price to be paid for shares redeemed pursuant to the preceding sentence
shall be the aggregate net asset value of the shares at the close of business on
the date of redemption, and the shareholder shall have no right to object to the
redemption of his shares. The Company shall pay redemption prices in cash,
except that the Company may at its sole option pay redemption prices in kind in
such manner as is consistent with and not in contravention of Section 18(f) of
the Investment Company Act of 1940, as amended, and any Rules or Regulations
thereunder. Redemption prices shall be paid exclusively out of the assets of the
class or series whose shares are being redeemed.

Notwithstanding the foregoing, the Company may postpone payment of
redemption proceeds and may suspend the right of the holders of shares of any
class or series to require the Company to redeem shares of that class or series
during any period or at any time when and to the extent permissible under the
Investment Company Act of 1940, as amended, or any rule or order thereunder.

The net asset value of a share of any class or series of common stock of
the Company shall be determined in accordance with applicable laws and
regulations or under the supervision of such persons and at such time or times
as shall from time to time be prescribed by the board of directors.

SECTION 5. The Company may issue, sell, redeem, repurchase and otherwise
deal in and with shares of its stock in fractional denominations and such
fractional denominations shall, for all purposes, be shares having
proportionately to the respective fractions represented thereby all the rights
of whole shares, including without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate upon
liquidation of the Company; provided that the issue of shares in fractional
denominations shall be limited to such transactions and be made upon such terms
as may be fixed by or under authority of the bylaws.

SECTION 6. The Company shall not be obligated to issue certificates
representing shares of any class or series unless it shall receive a written
request therefor from the record holder thereof in accordance with procedures
established in the bylaws or by the board of directors.

ARTICLE IV

PREEMPTIVE RIGHTS

No stockholder of the Company of any class or series, whether now or
hereafter authorized, shall have any preemptive or preferential or other right
of purchase of or subscription to any share of any class or series of stock, or
shares convertible into, exchangeable for or evidencing the right to purchase
stock of any class or series whatsoever, whether or not the stock in question be
of the same class or series as may be held by such stockholder, and whether now
or hereafter authorized and whether issued for cash, property, services or
otherwise, other than such, if any, as the board of directors in its discretion
may from time to time fix.
<PAGE>

ARTICLE V

PRINCIPAL OFFICE AND REGISTERED AGENT

The post office address of the principal office of the Company in the
State of Maryland is 32 South Street, Baltimore, Maryland 21202. The resident
agent of the Company is The Corporation Trust Incorporated, whose post office
address is 32 South Street, Baltimore, Maryland 21202. Said resident agent is a
corporation of the State of Maryland. The Company owns no interest in land
located in the State of Maryland.

ARTICLE VI

DIRECTORS

SECTION 1. The board of directors currently consists of ten members who
need not be residents of the State of Maryland or stockholders of the Company.

SECTION 2. The names of the current directors who shall act until their
successors are duly elected and qualified are as follows:

Charles W. Brady
Fred A. Deering
Mark H. Williamson
Dr. Victor L. Andrews
Bob R. Baker
Lawrence H. Budner
Dr. Wendy L. Gramm
Kenneth T. King
John W. McIntyre
Dr. Larry Soll

SECTION 3. The number of directors may be increased or decreased in
accordance with the bylaws, provided that the number shall not be reduced to
less than three.

SECTION 4. A majority of the directors shall constitute a quorum for the
transaction of business, unless the bylaws shall provide that a different number
shall constitute a quorum; provided, however, that in no case shall a quorum be
less than one-third (1/3) of the total number of directors or less than two (2)
directors.

SECTION 5. No person shall serve as a director, unless elected by the
stockholders at an annual meeting or a special meeting called for such purpose;
except that vacancies occurring between such meetings may be filled by the
directors in accordance with the bylaws, and subject to such limitations as may
be set forth by applicable laws and regulations.

SECTION 6. The board of directors of the Company is hereby empowered to
authorize the issuance from time to time of shares of stock, whether of a class
or series now or hereafter authorized, for such consideration as it deems
advisable, subject to such limitations as may be set forth herein, in the
bylaws, in the Maryland General Corporation Law, and in the Investment Company
Act of 1940, as amended.

SECTION 7. The board of directors of the Company may make, alter or repeal
from time to time any of the bylaws of the Company except any particular bylaw
that is specified as not subject to alternation or repeal by the board of
directors.
<PAGE>

ARTICLE VII

LIABILITY AND INDEMNIFICATION

SECTION 1. Directors and officers of the Company, including persons who
formerly have served in such capacities, shall have limitations on, and/or
immunity from, liability of such directors and officers to the fullest extent
permitted by the Maryland General Corporation Law, subject only to such
restrictions as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Such limitations and/or immunity will apply
to acts or omissions occurring at the time an individual serves as a director or
officer of the Company, whether such person is a director or officer of the
Company at the time of any proceeding in which liability is asserted against the
director or officer. No amendment to these Articles of Incorporation or repeal
of any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act or omission
which occurred prior to such amendment or repeal.

SECTION 2. The Company shall indemnify and advance expenses to its
directors and officers, including persons who formerly have served in such
capacities, to the fullest extent permitted to directors by the Maryland General
Corporation Law and the bylaws of the Company, as such Law and bylaws now or in
the future may be in effect, subject only to such limitations as may be required
by the Investment Company Act of 1940, as amended, and the rules thereunder.

ARTICLE VIII

SPECIAL VOTING AND MEETING PROVISIONS

SECTION 1. Notwithstanding any provision of Maryland law requiring a
greater proportion than a majority of the votes of all classes or of any class
of stock entitled to be cast to take or authorize any action, the Company may
take or authorize any such action upon the concurrence of a majority of the
aggregate number of the votes entitled to be cast thereon.

SECTION 2. The presence in person or by proxy of the holders of one-third
of the shares of stock of the Company entitled to vote without regard to class
shall constitute a quorum at any meeting of stockholders, except with respect to
any matter which by law requires the approval of one or more classes of stock,
in which case the presence in person or by proxy of the holders of one-third of
the shares of stock of each class entitled to vote on the matter shall
constitute a quorum.

SECTION 3. So long as the Company is registered pursuant to the Investment
Company Act of 1940, as amended, the Company will not be required to hold annual
shareholder meetings in years in which the election of directors is not required
to be acted upon under the Investment Company Act of 1940, as amended.

ARTICLE IX

AMENDMENT

The Company reserves the right from time to time to make any amendment of
its articles of incorporation now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in such
articles, of any outstanding stock by classification, reclassification or
otherwise, but no such amendment which changes the terms or rights of any of its
outstanding shares shall be valid unless such amendment shall have been
authorized by not less than a majority of the aggregate number of votes entitled
to be cast thereon, by a vote at a meeting or in writing with or without a
meeting.
<PAGE>

SECOND: The foregoing amendment was duly adopted in accordance with the
requirements of ss.ss. 2-408, -607, and -608 of the General Corporation Law of
the State of Maryland. The undersigned Secretary of the Company who is executing
on behalf of the Company the foregoing Articles of Restatement, of which this
paragraph is made a part, hereby acknowledges, in the name and on behalf of the
Company, the foregoing Articles of Restatement to be the corporate act of the
Company and further verifies under oath that, to the best of his knowledge,
information and belief, the matters and facts set forth herein are true in all
material respects, under penalties of perjury.

IN WITNESS WHEREOF, INVESCO Combination Stock & Bond Funds, Inc. has
caused these Articles of Amendment and Restatement to be signed in its name and
on its behalf by its President and witnessed by its Secretary on this 29th day
of November, 1999.

INVESCO COMBINATION STOCK & BOND
FUNDS, INC.

By: /s/ Mark H. Williamson
------------------------------
Mark H. Williamson, President

[SEAL]

WITNESSED

By: /s/ Glen A. Payne
------------------------
Glen A. Payne, Secretary

STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )

I, Ruth A. Christensen, a Notary Public in the City and County of Denver,
State of Colorado, do hereby certify that Mark H. Williamson, personally known
to me to be the person whose name is subscribed to the foregoing Articles of
Incorporation, appeared before me this date in person and acknowledged that he
signed, sealed and delivered said instrument as his full and voluntary act and
deed for the uses and purposes therein set forth.

Witness my hand and official seal this 29th day of November, 1999.

/s/ Ruth A. Christensen
-----------------------
Notary Public

My commission expires March 16, 2002.

Exhibit f(1)

DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS
As Amended November 10, 1999

The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors of the Funds who
are not interested directors thereof as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("Independent Directors").

1. ELIGIBILITY

Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, for an aggregate of at least five years at the time of his/her Service
Termination Date (as defined in paragraph 2) will be entitled to receive
benefits under the Plan. An Independent Director's period of Eligible Service
commences on the date of election to the board of directors of any one or more
of the Funds ("Board"). Hereafter, references in this Plan to Independent
Directors shall be deemed to include only those Directors who have met the
Eligible Service requirement for Plan participation.

2. SERVICE TERMINATION AND SERVICE TERMINATION DATE

a. Service Termination. Service Termination means termination of service
(other than by disability or death) of an Independent Director which results
from the Director's having reached his/her Service Termination Date.

b. Service Termination Date. An Independent Director's Service Termination
Date is that date upon which he or she no longer serves as a Director. Normally,
an Independent Director's Service Termination Date will be the last day of the
calendar quarter in which such Director's seventy-second birthday occurs. A
majority of the Board of a Fund may annually extend a Director's normal Service
Termination Date for a maximum period of three years, through the date not later
than the last day of the calendar quarter in which such Director's seventy-fifth
birthday occurs.

As used in this Plan unless otherwise stipulated, Service Termination Date
shall mean the date upon which the Director no longer serves as a Director.
<PAGE>

3. DEFINED PAYMENTS AND BENEFIT

a. Payments. If an Independent Director's Service Termination Date occurs on
a date not earlier than the last day of the calendar quarter in which such
Director's seventy-second birthday occurs and not later than the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurs, the
Independent Director will receive four successive quarterly payments (the "First
Year Retirement Payments"), with each payment to be equal to 25 percent of the
sum of the annual basic retainer and annualized quarterly Board meeting fees
payable by each Fund to the Independent Director on his/her Service Termination
Date (excluding any fees relating to attending or chairing committee meetings or
other fees payable to an Independent Director). The first quarterly First Year
Retirement Payment shall be made on the first day of the calendar quarter
subsequent to the Independent Director's Service Termination Date.

b. Benefit. Commencing with the first day of the calendar quarter
following the calendar quarter in which an Independent Director has received the
last of four First Year Retirement Payments, and commencing as of the Service
Termination Date of an Independent Director whose Service Termination Date is
subsequent to the date of the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurred, the Independent Director will
receive, for the remainder of his/her life, a benefit (the "Benefit"), payable
quarterly, with each quarterly payment to be equal to 12.50 percent of the sum
of the annual basic retainer and annualized quarterly Board meeting fees payable
by each Fund to the Independent Director on his/her Service Termination Date
(excluding any fees relating to attending or chairing committee meetings or
other fees payable to an Independent Director).

If an Independent Director's Service Termination Date occurs prior to the
date of the last day of the calendar quarter in which such Director's
seventy-second birthday occurs as a result of the Director's voluntary
resignation, the Independent Director will receive the Benefit commencing on the
first day of the calendar quarter following the calendar quarter in which such
Director's seventy-second birthday occurs.

Example: As of July 1, 1998, the annual Benefit would be $34,000 (annual
basic retainer of $56,000 plus annualized quarterly Board meeting fees of
$12,000 times 12.50 percent of the total each quarter: $56,000 + $12,000 =
$68,000 x .125 = $8,500 x 4 = $34,000). As of July 1, 1998, the vice chairman of
the Funds receives an aggregate annual retainer of $62,000. The vice chairman's
annual Benefit would be $37,000. The annual Benefit may increase or decrease in
the future in accordance with changes in the Independent Directors' annual basic
retainer and/or Board meeting fees.

c. Death Provisions. If an Independent Director's service as a Director is
terminated because of his/her death subsequent to the last day of the calendar
quarter in which such Director's seventy-second birthday occurred and prior to
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurs, the designated beneficiary of the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for a period of ten years, with quarterly payments to
be made to the designated beneficiary.
<PAGE>

If an Independent Director's service as a Director is terminated because
of his/her death prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
designated beneficiary of the Independent Director shall receive the Benefit for
a period of ten years, with quarterly payments to be made to the designated
beneficiary commencing in the first quarter following the Director's death.

d. Disability Provisions. If an Independent Director's service as a
Director is terminated because of his/her disability subsequent to the last day
of the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for the remainder of his/her life, with quarterly
payments to be made to the disabled Independent Director. If the disabled
Independent Director should die before the First Year Retirement Payments are
completed and before forty quarterly Benefit payments are made, such payments
will continue to be made to the Independent Director's designated beneficiary
until the aggregate of the First Year Retirement Payments and forty quarterly
Benefit payments have been made to the disabled Independent Director and the
Director's designated beneficiary.

If an Independent Director's service as a Director is terminated because
of his/her disability prior to the last day of the calendar quarter in which
such Director's seventy-second birthday occurs or subsequent to the last day of
the calendar quarter in which such Director's seventy-fourth birthday occurred,
the Independent Director shall receive the Benefit for the remainder of his/her
life, with quarterly payments to be made to the disabled Independent Director
commencing in the first quarter following the Director's termination for
disability. If the disabled Independent Director should die before forty
quarterly payments are made, payments will continue to be made to the
Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the disabled Independent Director and the
Director's designated beneficiary.

e. Death of Independent Director and Beneficiary. If, subsequent to the
death of the Independent Director, his/her designated beneficiary should die
before the First Year Retirement Payments (if applicable) and/or a total of
forty quarterly Benefit payments are made, the remaining value of the
Independent Director's First Year Retirement Payments, if any, and/or Benefit
(which Benefit shall in no event exceed the value of forty quarterly payments
minus the number of payments made) shall be determined as of the date of the
death of the Independent Director's designated beneficiary and shall be paid to
the estate of the designated beneficiary in one lump sum or in periodic
payments, with the determinations with respect to the value of the First Year
Retirement Payments, if any, and/or Benefit and the method and frequency of
payment to be made by the Committee (as defined in paragraph 8.a.) in its sole
discretion.
<PAGE>

4. DESIGNATED BENEFICIARY

The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee (or its designee as described on the form) before the Independent
Director's death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Independent Director, the value or
remaining value of the Independent Director's First Year Retirement Payments, if
any, and/or Benefit (which Benefit shall in no event exceed the value of forty
quarterly payments minus the number of payments made) shall be determined as of
the date of the death of the Independent Director by the Committee and shall be
paid as promptly as possible in one lump sum to the Independent Director's
estate.

5. DISABILITY

An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his/her responsibilities as such.

6. TIME OF PAYMENT

The First Year Retirement Payments and/or the Benefit for each year will
be paid in quarterly installments that are as nearly equal as possible.

7. PAYMENT OF FIRST YEAR RETIREMENT PAYMENTS AND/OR BENEFIT;
ALLOCATION OF COSTS

Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all accounting and legal fees and expenses and fees and
expenses of any Actuary. The obligations of each Fund to pay such First Year
Retirement Payments and/or Benefit and expenses will not be secured or funded in
any manner, and such obligations will not have any preference over the lawful
claims of each Fund's creditors and shareholders. To the extent that the First
Year Retirement Payments and/or Benefit is paid by more than one Fund, such
costs and expenses will be allocated among such Funds in a manner that is
determined by the Committee to be fair and equitable under the circumstances. To
the extent that one or more of such Funds consist of one or more separate
portfolios, such costs and expenses allocated to any such Fund will thereafter
be allocated among such portfolios by the Board of the Fund in a manner that is
determined by such Board to be fair and equitable under the circumstances.
<PAGE>

8. ADMINISTRATION

a. The Committee. Any question involving entitlement to payments under or
the administration of the Plan will be referred to a four-person committee (the
"Committee") composed of three Independent Directors designated by all of the
Independent Directors of the Funds and one director of the Funds who is not an
Independent Director, designated by the non-Independent Directors. Except as
otherwise provided herein, the Committee will make all interpretations and
determinations necessary or desirable for the Plan's administration, and such
interpretations and determinations will be final and conclusive.
Committee members will be elected annually.

b. Powers of the Committee. The Committee will represent and act on behalf
of the Funds in respect of the Plan and, subject to the other provisions of the
Plan, the Committee may adopt, amend or repeal bylaws or other regulations
relating to the administration of the Plan, the conduct of the Committee's
affairs, its rights or powers, or the rights or powers of its members. The
Committee will report to the Independent Directors and to the Boards of the
Funds from time to time on its activities in respect of the Plan. The Committee
or persons designated by it will cause such records to be kept as may be
necessary for the administration of the Plan.

9. MISCELLANEOUS PROVISIONS

a. Rights Not Assignable. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.

b. Amendment, etc. The Committee, with the concurrence of the Board of any
Fund, may as to the specific Fund at any time amend or terminate the Plan or
waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver. Notwithstanding any other provisions of this Plan which
may imply the contrary, amendments to the Plan which directly or indirectly
increase or otherwise enhance or improve the First Year Retirement Payments, the
Benefit, or other Plan provisions will be applied prospectively, but not
retroactively, to Independent Directors who have reached their Service
Termination Dates and who either are eligible in the future to receive, or are
receiving, First Year Retirement Payments or Benefits.

c. No Right to Reelection. Nothing in the Plan will create any obligation
on the part of the Board of any Fund to nominate any Independent Director for
reelection.

d. Consulting. Subsequent to his/her Service Termination Date, an
Independent Director may render such services for any Fund, for such
compensation, as may be agreed upon from time to time by such Independent
Director and the Board of the Fund which desires to procure such services.
<PAGE>

e. Effectiveness. The Plan will be effective for all Independent Directors
who have Service Termination Dates occurring on and after October 20, 1993.
Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will
become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.

Adopted October 20, 1993.
Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996.
Amended May 13, 1998, effective July 1, 1998.
Amended November 10, 1999.

<PAGE>

SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS

INVESCO Bond Funds, Inc.

INVESCO Combination Stock and Bond Funds, Inc.

INVESCO International Funds, Inc.

INVESCO Money Market Funds, Inc.

INVESCO Sector Funds, Inc.

INVESCO Specialty Funds, Inc.

INVESCO Stock Funds, Inc.

INVESCO Variable Investment Funds, Inc.

INVESCO Treasurer's Series Funds, Inc.

Exhibit j

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated July 6, 1999, relating to the
financial statements and financial highlights which appears in the May 31, 1999
Annual Report to Shareholders of INVESCO Combination Stock & Bond Funds, Inc.,
which is also incorporated by reference into the Registration Statement. We also
consent to the references to us under the headings "Financial Highlights" and
"Independent Accountants" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
December 29, 1999