INVESCO SPECIALTY FUNDS INC
497, 1999-06-09
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                          INVESCO SPECIALTY FUNDS, INC.
                            INVESCO Asian Growth Fund

                Supplement to Prospectus dated December 1, 1998

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

    (2)  Certain Fund expenses are absorbed  voluntarily by INVESCO and INVESCO
          Asia.  In the absence of such  absorbed  expenses,  the Fund's  "Other
          Expenses" and "Total Fund Operating Expenses" in the above table would
          have been 1.88% and 2.88% of the Fund's  average  net assets  based on
          the actual  expenses  of the Fund for the  fiscal  year ended July 31,
          1998. See "The Fund And Its Management."

The table and the remainder of the footnotes are not affected by this change.

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

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

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

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

Effective May 13, 1999, the section of the Prospectus entitled "The Fund And Its
Management" is amended to (1) delete the third sentence of the twelfth paragraph
and (2) substitute the following in its place:

      For such services, the Fund pays INVESCO a fee consisting of a base fee of
      $10,000  per year,  plus an  additional  incremental  fee  computed at the
      annual rate of 0.015% per year of the average net assets of the Fund prior
      to May 13,  1999 and 0.045% per year of the average net assets of the Fund
      effective May 13, 1999.

Effective  June 18, 1999,  the Asian  Growth  Fund,  pursuant to approval of the
shareholders  of the  Fund  of a Plan of  Reorganization  and  Termination  at a
special  meeting held May 28, 1999,  will be merged into INVESCO  Pacific  Basin
Fund, a series of INVESCO International Funds, Inc.

 The date of this supplement is June 1, 1999.

<PAGE>
                          INVESCO SPECIALTY FUNDS, INC.
                       INVESCO European Small Company Fund

                Supplement to Prospectus dated December 1, 1998

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

     (2)  Certain Fund expenses are absorbed voluntarily by INVESCO and IAML. In
          the absence of such absorbed expenses, the Fund's "Other Expenses" and
          "Total  Fund  Operating  Expenses"  in the above table would have been
          1.09% and 2.09% of the Fund's  average net assets  based on the actual
          expenses of the Fund for the fiscal year ended July 31, 1998. See "The
          Fund And Its Management."

The table and the remainder of the footnotes are not affected by this change.

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And Its  Management"  is amended to add the following at the end of the eleventh
paragraph:

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

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

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

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And  Its  Management"  is  amended  to (1)  delete  the  third  sentence  of the
thirteenth paragraph and (2) substitute the following in its place:

      For such services, the Fund pays INVESCO a fee consisting of a base fee of
      $10,000  per year,  plus an  additional  incremental  fee  computed at the
      annual rate of 0.015% per year of the average net assets of the Fund prior
      to May 13,  1999 and 0.045% per year of the average net assets of the Fund
      effective May 13, 1999.

Effective June 18, 1999,  the European Small Company Fund,  pursuant to approval
of the shareholders of the Fund of a Plan of Reorganization and Termination at a
special meeting held May 28, 1999, will be merged into INVESCO  European Fund, a
series of INVESCO International Funds, Inc.

The date of this supplement is June 1, 1999.


<PAGE>
                          INVESCO SPECIALTY FUNDS, INC.
                       INVESCO Latin American Growth Fund

                 Supplement to Prospectus dated December 1, 1998

Effective  June 18,  1999,  the cover page of the  Prospectus  is amended to (1)
delete the sixth paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESCO Specialty Funds,  Inc. (the "Company"),  a
      diversified,  open-end  managed  no-load  mutual fund  consisting  of four
      separate  portfolios of investments.  This Prospectus relates to shares of
      INVESCO Latin American Growth Fund.  Separate  prospectuses  are available
      upon request  from INVESCO  Distributors,  Inc.  for the  Company's  other
      funds:  INVESCO  Realty  Fund,  INVESCO  S&P 500  Index  Fund and  INVESCO
      Worldwide Communications Fund. Investors may purchase shares of any or all
      of the  Funds.  Additional  funds may be  offered  by the  Company  in the
      future.

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

      ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
      Management Fee                                        0.75%
      12b-1 Fees                                            0.25%
      Other Expenses(1)(2)                                  1.02%
        Transfer Agency Fee(3)                        0.47%
        General Services, Administrative Services,
          Registration, Postage(4)                    0.55%
      Total Fund Operating Expenses(1)(2)                   2.02%

The remainder of the table and the footnotes are not affected by this change.

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

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

            1 Year      3 Years     5 Years     10 Years
            $21         $64         $110        $237

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment Objective And Policies" is amended to delete the eighth paragraph in
its entirety.

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

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

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

      The Fund will not enter into a repurchase  agreement maturing in more than
      seven  days if as a  result  more  than  15% of its net  assets  would  be
      invested in such repurchase agreements and other illiquid securities.
<PAGE>
Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Objective  And  Policies -  Securities  Lending"  is amended to (1)
delete the first sentence of the section and (2) substitute the following in its
place:

      The Fund also may lend its securities.

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

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

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

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

      FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to manage  the risk of its  investments  or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward   contracts,   swaps,   caps,   floors,  and  collars
      (collectively  "  Financial  Instruments").  For  descriptions  and  other
      information on these  Financial  Instruments and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments  may be used in an  attempt  to manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that can  cause  fluctuations  in its net  asset  value.  The Fund may use
      Financial  Instruments  to increase or decrease  its  exposure to changing
      securities  prices,  interest  rates,  currency  exchange  rates  or other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments  sometimes  referred  to  as  derivatives,   such  as  indexed
      securities,   mortgage-backed  and  other  asset-backed  securities,   and
      stripped interest and principal of debt.
<PAGE>
      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

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

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

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

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

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

Effective May 13, 1999, the section of the Funds' Prospectus  entitled "The Fund
And Its  Management"  is amended to (1) delete the third sentence of the twelfth
paragraph and (2) substitute the following in its place:

      For such services, the Fund pays INVESCO a fee consisting of a base fee of
      $10,000  per year,  plus an  additional  incremental  fee  computed at the
      annual rate of 0.015% per year of the average net assets of the Fund prior
      to May 13,  1999 and 0.045% per year of the average net assets of the Fund
      effective May 13, 1999.

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

      INVESCO no longer issues certificates.  If a shareholder is selling shares
      previously issued in certificate form, the certificate must be surrendered
      along with your redemption/exchange request.

The date of this supplement is June 1, 1999.

<PAGE>
                          INVESCO SPECIALTY FUNDS, INC.
                               INVESCO Realty Fund

                  Supplement to Prospectus Dated December 1, 1998

Effective  June 18,  1999,  the cover page of the  Prospectus  is amended to (1)
delete the first sentence of the first paragraph and the second paragraph in its
entirety and (2) substitute the following, respectively, in their place:

      INVESCO  Realty  Fund (the  "Fund")  seeks to  provide  long-term  capital
      growth.  Above-average  current income is an additional  consideration  in
      selecting securities for the Fund's investment portfolio.

      The Fund is a series of INVESCO Specialty Funds,  Inc. (the "Company"),  a
      diversified,  open-end  managed  no-load  mutual fund  consisting  of four
      separate  portfolios of investments.  This Prospectus relates to shares of
      INVESCO Realty Fund. Separate prospectuses are available upon request from
      INVESCO  Distributors,  Inc. for the Company's other funds:  INVESCO Latin
      American  Growth  Fund,  INVESCO S&P 500 Index Fund and INVESCO  Worldwide
      Communications  Fund.  Investors may purchase  shares of any or all of the
      Funds. Additional funds may be offered by the Company in the future.

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

      We calculate  annual  operating  expenses as a  percentage  of each Fund's
      average  annual  net  assets.  To  keep  expenses   competitive,   INVESCO
      reimburses the Fund for certain  expenses in excess of 1.30% of the Fund's
      average net assets (excluding expense offset  arrangements)  effective May
      13,  1999 and 1.20% of the Fund's  average net assets  (excluding  expense
      offset arrangements) prior to May 13, 1999.

      ANNUAL FUND  OPERATING  EXPENSES (as a  percentage  of average net assets)
      Management  Fee                                                  0.75%
      12b-1 Fees                                                       0.25%
      Other  Expenses (after expense  limitation)(1)(2)                0.32%
      Total Fund  Operating  Expenses (after expense limitation)(1)(2) 1.32%

      (2) Certain  expenses of the Fund are absorbed by INVESCO.  In the absence
          of such absorbed expenses, the Fund's "Other Expenses" and "Total Fund
          Operating  Expenses"  would  have been  1.00%  (annualized)  and 2.00%
          (annualized),  respectively,  of the Fund's  actual  expenses  for the
          fiscal year ended July 31, 1998.

The  remainder of the table and the  remainder of the footnotes are not affected
by this change.

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

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

            1 Year      3 Years     5 Years     10 Years
            $14         $42         $73         $160
<PAGE>
Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies And Risks - Delayed Delivery Or When-Issued  Purchases" is
amended to (1) delete the first  sentence of the section and (2)  substitute the
following sentence in its place:

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

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

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

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

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

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

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

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies  And Risks -  Investment  Restrictions"  is amended to (1)
delete the section in its entirety and (2) substitute  the following  paragraphs
in its place:
<PAGE>
      INVESTMENT RESTRICTIONS.
      The  Fund  is  subject  to  a  variety  of  restrictions  regarding  their
      investments   that  are   identified   in  the   Statement  of  Additional
      Information. Certain of the Fund's investment restrictions are fundamental
      and may not be altered  without the  approval of the Fund's  shareholders.
      For  example,  with respect to 75% of its total  assets,  the Fund may not
      purchase the securities of any one issuer (other than securities issued or
      guaranteed   by  the  U.S.   government   or  any  of  its   agencies   or
      instrumentalities,  or  securities of other  investment  companies) if the
      purchase  would  cause the Fund to have  more than 5% of its total  assets
      invested in the issuer or to hold more than 10% of the outstanding  voting
      securities of that issuer.  Other  fundamental  restrictions  prohibit the
      Fund from lending  more that 33 1/3% of its total assets to other  parties
      and from borrowing money in an aggregate  amount  exceeding 33 1/3% of its
      total assets.

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And Its  Management"  is  amended  to (1)  delete  the sixth  paragraph  and (2)
substitute the following in its place:

      The Fund  pays  INVESCO  a monthly  management  fee which is based  upon a
      percentage of the Fund's average net assets  determined  daily.  Effective
      May 13, 1999,  the  management fee is computed at the annual rate of 0.75%
      of the first $500 million of the Fund's  average net assets;  0.65% of the
      next $500  million of the Fund's  average net assets;  0.55% of the Fund's
      average net assets from $1 billion; 0.45% of the Fund's average net assets
      from $2 billion;  0.40% of the Fund's  average net assets from $4 billion;
      0.375% of the Fund's average net assets from $6 billion;  and 0.35% of the
      Fund's average net assets over $8 billion and prior to May 13, 1999, 0.75%
      of the Fund's average net assets.

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

      In addition, beginning May 13, 1999, the following contractual breakpoints
      are in effect:  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,
      0.22% on the Fund's  average  net  assets  from $1  billion;  0.18% on the
      Fund's average net assets from $2 billion; 0.16% on the Fund's average net
      assets  from $4  billion;  0.15% on the Fund's  average net assets from $6
      billion; and 0.14% on the Fund's average net assets over $8 billion.

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And Its  Management"  is amended to (1) delete the third sentence of the twelfth
paragraph and (2) substitute the following in its place:

      Certain Fund expenses were absorbed by INVESCO in order to ensure that the
      Fund's total operating expenses did not exceed 1.20% of the Fund's average
      net  assets  prior to May 13,  1999 and 1.30% of the  Fund's  average  net
      assets  effective May 13, 1999. This commitment is in effect until the May
      2000  meeting  of the  Company's  board of  directors  and may be  changed
      following consultation with the Company's board of directors.

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

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.
<PAGE>
The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

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

The date of this Supplement is June 1, 1999.
<PAGE>
                          INVESCO SPECIALTY FUNDS, INC.
                           INVESCO S&P 500 Index Fund
                           Class I and Class II Shares

                 Supplement to Prospectus dated December 1, 1998

Effective  June 18,  1999,  the cover page of the  Prospectus  is amended to (1)
delete the third paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESCO Specialty Funds,  Inc. (the "Company"),  a
      diversified,  open-end  managed  no-load  mutual fund  consisting  of four
      separate  portfolios of investments.  This Prospectus relates to shares of
      INVESCO S&P 500 Index  Fund.  Separate  prospectuses  are  available  upon
      request from INVESCO  Distributors,  Inc. for the  Company's  other funds:
      INVESCO  Latin  American  Growth  Fund,  INVESCO  Realty  Fund and INVESCO
      Worldwide Communications Fund. Investors may purchase shares of any or all
      of the  Funds.  Additional  funds may be  offered  by the  Company  in the
      future.

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

      We  calculate  annual  operating  expenses as a  percentage  of the Fund's
      average  annual  net  assets.  To  keep  expenses   competitive,   INVESCO
      reimburses the Fund for certain expenses in excess of 0.35% of average net
      assets relating to Class I shares and 0.60% of average net assets relating
      to Class II shares  effective May 13, 1999 and 0.30% of average net assets
      relating  to Class I shares and 0.55% of average  net assets  relating  to
      Class II shares prior to May 13, 1999.

                                                    Class I      Class II
      ANNUAL FUND OPERATING EXPENSES
      (as a percentage of average net assets)
      Management Fee                                 0.25%~      0.25%~
      12b-1 Fees                                     None        0.25%~
      Other Expenses(1)(2)                           0.25%~      0.18%~
      Total Fund Operating Expenses(2)               0.50%~      0.68%~

      2.  Certain Fund  expenses  will be absorbed by INVESCO in order to ensure
      that  expenses  for the Fund will not exceed  0.35% of  average  daily net
      assets  relating  to Class I shares and 0.60% of average  daily net assets
      relating  to Class II shares  effective  May 13, 1999 and 0.30% of average
      daily net assets relating to Class I shares and 0.55% of average daily net
      assets  relating to Class II shares prior to May 13, 1999. If such expense
      limits were not in effect,  the Fund's  "Other  Expenses"  and "Total Fund
      Operating  Expenses"  for the period  December 23, 1997  (commencement  of
      operations)  through  July 31,  1998,  would  have been  2.26% and  2.51%,
      respectively,  of Class I shares  average  net assets and 1.21% and 1.71%,
      respectively, of Class II shares average net assets.

The  remainder of the table and the  remainder of the footnotes are not affected
by this change.

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

      A shareholder would pay the following  expenses on a $1,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the Fund's  assets,  and are deducted  from the amount of income
      available for distribution to shareholders;  they are not charged directly
      to shareholder accounts.)
<PAGE>
                  1 Year      3 Years           5 Years     10 Years
      Class I     $5          $16               $28         $63
      Class II    $7          $22               $38         $85

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

      These  limitations  include,   among  others,  that,  subject  to  certain
      exceptions, no more than 10% of the Fund's total assets may be invested in
      securities of other investment  companies and no more than 5% of its total
      assets may be invested in the securities of any one investment company.

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

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

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

        FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS.
        The Fund may use various types of financial  instruments,  some of which
        are derivatives, to attempt to manage the risk of its investments or, in
        certain  circumstances,  for  investment  (e.g.,  as  a  substitute  for
        investing in securities).  These financial  instruments include options,
        futures contracts,  forward contracts,  swaps, caps, floors, and collars
        (collectively  " Financial  Instruments").  For  descriptions  and other
        information on these Financial Instruments and strategies and their risk
        considerations,  see the  Statement of Additional  Information  ("SAI").
        Financial  Instruments  may be used in an  attempt to manage the risk of
        the  Fund's  investments  that can cause  fluctuations  in its net asset
        value.  The Fund may use Financial  Instruments  to increase or decrease
        its  exposure to changing  securities  prices,  interest  rates or other
        factors.

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

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

Effective  June  1,  1999,  the  section  of  the  Fund's  Prospectus   entitled
"Investment  Policies  And Risks -  Investment  Restrictions"  is amended to (1)
delete the section in its entirety and (2) substitute  the following  section in
its place:
<PAGE>
        INVESTMENT RESTRICTIONS.
        The  Fund is  subject  to a  variety  of  restrictions  regarding  their
        investments   that  are   identified  in  the  Statement  of  Additional
        Information.   Certain  of  the  Fund's   investment   restrictions  are
        fundamental  and may not be altered  without the  approval of the Fund's
        shareholders.  For example, with respect to 75% of its total assets, the
        Fund may not  purchase  the  securities  of any one issuer  (other  than
        securities  issued or  guaranteed  by the U.S.  government or any of its
        agencies  or  instrumentalities,   or  securities  of  other  investment
        companies) if the purchase  would cause the Fund to have more than 5% of
        its total assets  invested in the issuer or to hold more than 10% of the
        outstanding voting securities of that issuer. In addition,  the Fund may
        not purchase the securities of any issuer (other than securities  issued
        or  guaranteed  by  the  U.S.  government  or any  of  its  agencies  or
        instrumentalities  or municipal  securities) if, as a result,  more than
        25% of the Fund's total assets  would be invested in the  securities  of
        companies whose principal business  activities are in the same industry.
        Other fundamental  restrictions prohibit the Fund from lending more that
        33 1/3% of its total assets to other parties and from borrowing money in
        an aggregate amount exceeding 33 1/3% of its total assets.

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And  Its  Management"  is  amended  to (1)  delete  the  third  sentence  of the
thirteenth paragraph and (2) substitute the following in its place:

      Certain Fund  expenses are absorbed by INVESCO in order to ensure that the
      Fund's  total  operating  expenses did not exceed 0.30% for Class I shares
      and 0.55% for Class II shares  prior to May 13, 1999 and 0.35% for Class I
      shares  and  0.60%  for  Class II  shares  effective  May 13,  1999.  This
      commitment is in effect until the May 2000 meeting of the Company's  board
      of directors and may be changed following  consultation with the Company's
      board of directors.

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

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

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

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

The date of this supplement is June 1, 1999.

<PAGE>
                           INVESCO SPECIALTY FUNDS, INC.
                      INVESCO Worldwide Capital Goods Fund
                      INVESCO Worldwide Communications Fund

                 Supplement to Prospectus dated December 1, 1998

Effective May 21, 1999, INVESCO Worldwide Capital Goods Fund was liquidated. All
references to that Fund in the Funds'  Prospectus are hereby deleted.  Also, all
references to "each Fund" and "the Funds" are hereby changed to "the Fund" where
applicable.

Effective  June 18,  1999,  the cover page of the  Prospectus  is amended to (1)
delete the fourth paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESCO Specialty Funds,  Inc. (the "Company"),  a
      diversified,  open-end  managed  no-load  mutual fund  consisting  of four
      separate  portfolios of investments.  This Prospectus relates to shares of
      INVESCO Worldwide Communications Fund. Separate prospectuses are available
      upon request  from INVESCO  Distributors,  Inc.  for the  Company's  other
      funds: INVESCO Latin American Growth Fund, INVESCO Realty Fund and INVESCO
      S&P 500 Index Fund.  Investors  may  purchase  shares of any or all of the
      Funds. Additional funds may be offered by the Company in the future.

With respect to the INVESCO Worldwide Communications Fund:

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

      ANNUAL FUND OPERATING EXPENSES
      (as a percentage of average net assets)
      Management Fee                                        0.65%
      12b-1 Fees                                            0.25%
      Other Expenses(1)
            Transfer Agency Fee(2)                    0.28%
            General Services, Administrative
            Services, Registration,
            Postage(3)                                0.17%
      Total Fund Operating Expenses(1)(2)                   1.35%

The remainder of the table and the footnotes are not affected by this change.

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

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

            1 Year            3 Years           5 Years           10 Years
            $14               $43               $74               $163

Effective  June 1, 1999,  the  section of the  Prospectus  entitled  "Investment
Objectives  And  Policies -  Investment  Policies  Applicable  To Both Funds" is
amended to delete the seventh paragraph in its entirety.

Effective  June 1, 1999,  the  section of the  Prospectus  entitled  "Investment
Objectives  And  Policies  -  Investment  Policies  Applicable  To Both  Funds -
When-Issued  Securities"  is amended to (1)  delete  the first  sentence  of the
section and (2) substitute the following sentence in its place:

      The  Fund  may  purchase  or  sell   securities   on  a   when-issued   or
      delayed-delivery  basis  that  is,  with  settlement  taking  place in the
      future.
<PAGE>
Effective  June 1, 1999,  the  section of the  Prospectus  entitled  "Investment
Objectives  And  Policies  -  Investment  Policies  Applicable  To Both  Funds -
Securities  Lending" is amended to (1) delete the first  sentence of the section
and (2) substitute the following in its place:

    The Fund may lend its securities.

Effective  June 1, 1999,  the  section of the  Prospectus  entitled  "Investment
Objectives  And  Policies  -  Investment  Policies  Applicable  to Both  Funds -
Investment  Restrictions"  is amended to (1) delete the section in its  entirety
and (2) substitute the following section in its place:

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

Effective  June 1, 1999,  the  section of the  Prospectus  entitled  "Investment
Objectives  And  Policies -  Investment  Policies  Applicable  To Both Funds" is
amended  to add  the  following  paragraph  at the  end  of  the  section  after
"Investment Restrictions."

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

June 1, 1999,  the section of the  Prospectus  entitled "Risk Factors - Futures,
Options and Other  Derivative  Instruments" is amended to (1) delete the section
in its entirety and (2) substitute the following section in its place:

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

    The Fund's  ability to use  Financial  Instruments  may be limited by market
    conditions, regulatory limits and tax considerations. The Fund might not use
    any of these Financial  Instruments,  and there can be no assurance that any
    strategy using a Financial Instrument will fully achieve its objective.
<PAGE>
    Subject to the further limitations stated in the SAI, generally, the Fund is
    authorized  to  use  any  type  of  Financial  Instrument.   However,  as  a
    non-fundamental  policy,  the  Fund  will  only use a  particular  Financial
    Instrument  (other than those  related to foreign  currency)  if the Fund is
    authorized  to take a position  in the type of asset to which the return on,
    or value of, the Financial Instrument is primarily related.  Therefore,  for
    example,  if the  Fund is  authorized  to  invest  in a  particular  type of
    security (such as an equity security), it could take a position in an option
    on an index relating to equity securities.

Effective May 13, 1999,  the section of the  Prospectus  entitled "The Funds And
Their  Management"  is  amended  to add the  following  to the end of the  tenth
paragraph:

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

Effective May 13, 1999,  the section of the  Prospectus  entitled "The Funds And
Their  Management"  is amended  to (1) delete  third  sentence  of the  eleventh
paragraph in its entirety and (2) substitute the following in its place:

      For such services,  the Worldwide  Communications  Fund pays INVESCO a fee
      consisting  of a  base  fee  of  $10,000  per  year,  plus  an  additional
      incremental  fee  computed  at the  annual  rate of 0.015% per year of the
      average  net assets of the Fund prior to May 13,  1999 and 0.045% per year
      of the average net assets of the Fund effective May 13, 1999.

Effective July 30, 1999, the name of INVESCO Worldwide  Communications Fund will
be changed to INVESCO Telecommunications Fund.

This Supplement supersedes the Supplement dated May 25, 1999.

The date of this supplement is June 1, 1999.

<PAGE>
                           INVESCO SPECIALTY FUNDS, INC.
                            INVESCO Asian Growth Fund
                       INVESCO European Small Company Fund
                       INVESCO Latin American Growth Fund
                               INVESCO Realty Fund
                  INVESCO S&P 500 Index Fund - Classes I and II
                      INVESCO Worldwide Capital Goods Fund
                      INVESCO Worldwide Communications Fund

               Supplement to Statement of Additional Information
                           Dated December 1, 1998

Effective May 21, 1999, INVESCO Worldwide Capital Goods Fund was liquidated. All
references  to that  Fund in the  Funds'  Statement  of  Additional  Information
("SAI") are hereby deleted.

Effective  June 18, 1999,  the INVESCO  Asian  Growth Fund and INVESCO  European
Small  Company  Fund,  pursuant to approval of the  shareholders  of each of the
Funds of a Plan of Reorganization  and Termination at a special meeting held May
28, 1999,  will be merged into INVESCO  Pacific Basin Fund and INVESCO  European
Fund, respectively, each a series of INVESCO International Funds, Inc. Effective
June 18, 1999,  all  references to the Asian Growth Fund and the European  Small
Company Fund, are hereby deleted.

Effective  June 18, 1999,  the cover page of the Company's SAI is amended to (1)
delete the first paragraph and (2) substitute the following in its place:

      INVESCO  SPECIALTY  FUNDS,  INC. (the  "Company") is a no-load,  open-end,
      diversified  management  investment  company currently  consisting of four
      separate  portfolios of  investments:  INVESCO Latin American Growth Fund,
      INVESCO  Realty  Fund,  INVESCO S&P 500 Index Fund - Classes I and II, and
      INVESCO  Worldwide  Communications  Fund  (collectively,  the  "Funds" and
      individually, a "Fund").

Effective  June 1, 1999,  the second page of the Company's SAI is amended to (1)
delete the third paragraph and (2) substitute the following in its place:

      The Realty Fund seeks to provide  long-term  capital  growth by investing,
      under  normal  circumstances,   at  least  65%  of  its  total  assets  in
      publicly-traded  stocks of companies  primarily engaged in the real estate
      industry.

Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And Restrictions - Restricted/144ASecurities"  is amended to (1) delete
the section in its entirety,  and (2)  substitute  the following  section in its
place:

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

      The  Funds may  invest  in  restricted  securities,  including  restricted
      securities that can be resold to institutional  investors pursuant to Rule
      144A under the 1933 Act ("Rule 144A Securities") if a liquid institutional
      trading market exists.
<PAGE>
      In recent years, a large institutional  market has developed for Rule 144A
      Securities.  Institutional investors generally will not seek to sell these
      instruments  to the  general  public but instead  will often  depend on an
      efficient  institutional  market in which Rule 144A Securities can readily
      be resold  or on an  issuer's  ability  to honor a demand  for  repayment.
      Therefore,  the fact that there are  contractual or legal  restrictions on
      resale to the general public or certain institutions is not dispositive of
      the liquidity of such investments.

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

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

      The Funds also may lend their securities.

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

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

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

      Hedging strategies can be broadly categorized as "short" hedges and "long"
      or  "anticipatory"  hedges.  A short hedge involves the use of a Financial
      Instrument in order to partially or fully offset  potential  variations in
      the value of one or more investments held in 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
<PAGE>
      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 the Funds."

      In addition to the instruments and strategies described below, the 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'
      Prospectus  or  Statement  of  Additional   Information  ("SAI")  will  be
      supplemented to the extent that new products or techniques become employed
      involving  materially different risks than those described below or in the
      Prospectus.

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

      (1) Financial Instruments may increase the volatility of the Funds. If the
      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  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.
<PAGE>
      The direction of options and futures price movements can also diverge from
      the  direction  of  the  movements  of  the  prices  of  their  underlying
      instruments, even if the underlying instruments match 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. The Funds
      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  projected a decline in the price of a
      security in the Fund's portfolio, and the price of that security increased
      instead,  the gain from that increase  would likely be wholly or partially
      offset by a decline in the value of the short  position  in the  Financial
      Instrument. Moreover, if the price of the Financial Instrument declined by
      more than the increase in the price of the security, the Fund could suffer
      a loss.

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

      (5) As  described  below,  the Funds are  required to  maintain  assets as
      "cover,"  maintain  segregated  accounts or make margin  payments  when it
      takes positions in Financial  Instruments  involving  obligations to third
      parties (i.e.,  Financial  Instruments other than purchased options). If 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 the Fund's ability to sell a portfolio security
      or make an investment at a time when it would otherwise be favorable to do
      so,  or  require   that  the  Fund  sell  a   portfolio   security   at  a
      disadvantageous time.

      Cover. Positions in Financial  Instruments,  other than purchased options,
      expose the 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 as  segregated  could impede
      portfolio  management or the Fund's ability to meet redemption requests or
      other current obligations.
<PAGE>
      Options.  The Funds 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.

      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 the Funds 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.

      The Funds' ability to establish and close out positions in exchange-listed
      options depends on the existence of a liquid market. 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 was unable to effect a closing  transaction for an option it had
      purchased, it would have to exercise the option to realize any profit. The
      inability to enter into a closing purchase  transaction for a covered call
      option  written by the Fund could cause  material  losses because the Fund
      would be  unable  to sell the  investment  used as cover  for the  written
      option until the option expires or is exercised.
<PAGE>
      Options  on  Indexes.  Puts and calls on indexes  are  similar to puts and
      calls on securities or futures  contracts  except that all settlements are
      in cash and changes in value  depend on changes in the index in  question.
      When 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 the Fund buys a call on an index,  it pays a premium and has the same
      rights as to such call as are indicated above. When the Fund buys a put on
      an index,  it pays a premium  and has the right,  prior to the  expiration
      date, to require the seller of the put to deliver to the Fund an amount of
      cash equal to the positive  difference  between the exercise  price of the
      put and the closing price of the index times the multiplier. When the Fund
      writes a put on an index,  it receives a premium and the  purchaser of the
      put has the right,  prior to the  expiration  date, to require the Fund to
      deliver to it an amount of cash equal to the positive  difference  between
      the exercise price of the put and the closing level of the index times the
      multiplier.

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

      Even if the Fund could  assemble a portfolio  that exactly  reproduced the
      composition of the underlying  index,  it still would not be fully covered
      from a risk  standpoint  because of the "timing risk"  inherent in writing
      index options. When an index option is exercised,  the amount of cash that
      the holder is entitled to receive is determined by the difference  between
      the exercise  price and the closing  index  level.  As with other kinds of
      options,  the Fund as the call  writer  will  not  learn  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 the 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 the Fund has  purchased  an index  option and  exercises  it before the
      closing index value for that day is  available,  it runs the risk that the
      level of the underlying  index may subsequently  change.  If such a change
      causes  the   exercised   option  to  fall   out-of-the-money,   the  Fund
      nevertheless  will be required to pay the  difference  between the closing
      index value and the  exercise  price of the option  (times the  applicable
      multiplier) to the assigned writer.

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

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

      At the  inception  of a futures  contract,  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,  the  Fund  may be
      required to increase the level of initial margin payments. If the Fund has
      insufficient  cash to meet daily variation margin  requirements,  it might
      need to sell  securities  in order to do so at a time when such  sales are
      disadvantageous.

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

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

      If 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.
<PAGE>
      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. Additionally, the 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  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 the Fund owns or intends to acquire
      that are  attributable to changes in the value of the currency in which it
      is denominated.
<PAGE>
      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,  the Fund may  seek to hedge  against  price
      movements in that currency by entering into  transactions  using Financial
      Instruments on another  currency or a basket of  currencies,  the value of
      which the adviser believes will have a high degree of positive correlation
      to the value of the currency being hedged.  The risk that movements in the
      price of the  Financial  Instrument  will  not  correlate  perfectly  with
      movements in the price of the currency subject to the hedging  transaction
      may be increased when this strategy is used.

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

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

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

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

      As is the case with futures  contracts,  purchasers and sellers of forward
      currency contracts can enter into offsetting closing transactions, similar
      to closing  transactions on futures  contracts,  by selling or purchasing,
      respectively, an instrument identical to the instrument purchased or sold.
      Secondary markets  generally do not exist for forward currency  contracts,
      with  the  result  that  closing  transactions  generally  can be made for
      forward  currency   contracts  only  by  negotiating   directly  with  the
      counterparty.  Thus, there can be no assurance that 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 maintain
      cash or liquid assets in a segregated account.

      The precise matching of forward currency contract amounts and the value of
      the securities, dividends or interest payments involved generally will not
      be possible  because the value of such  securities,  dividends or interest
      payments,  measured in the foreign currency, will change after the forward
      currency  contract  has  been  established.  Thus,  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 use of forward currency  contracts will
      be advantageous to the Fund or that it will hedge at an appropriate time.
<PAGE>
      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,  the Fund may  purchase a put option and
      write a call  option  on the  same  underlying  instrument,  in  order  to
      construct a combined  position whose risk and return  characteristics  are
      similar to selling a futures contract.  Another possible combined position
      would involve  writing a call option at one strike price and buying a call
      option at a lower  price,  in order to reduce the risk of the written call
      option in the event of a  substantial  price  increase.  Because  combined
      options  positions   involve  multiple  trades;   they  result  in  higher
      transaction costs.

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

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

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

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

      SPDRs.  The Funds  may  invest  in SPDRs  and  shares of other  investment
      companies.  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.  Therefore, the dividend yield of
      SPDRs may be less than that of the S&P 500 Index.  The Investment  Company
      Act  of  1940  limits   investments  in  securities  of  other  investment
      companies,  such as the  SPDR  Trust.  These  limitations  include,  among
      others, that, subject to certain exceptions,  no more than 10% of 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.
<PAGE>
Effective  June 1, 1999,  the section of the Company's SAI entitled  "Investment
Policies And  Restrictions - Investment  Restrictions"  is amended to (1) delete
the section in its entirety,  and (2)  substitute  the following  section in its
place:

      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 with
      respect to a Fund without prior approval of a majority of the  outstanding
      voting  securities of that Fund, as defined in the Investment  Company Act
      of 1940,  as  amended  (the  "1940  Act").  Each  Fund,  unless  otherwise
      indicated, may not:

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

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

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

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

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

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

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

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

      9.  The Fund may,  notwithstanding any other fundamental investment policy
          or limitation,  invest all of its assets in the securities of a single
          open-end management investment company managed by INVESCO Funds Group,
          Inc. or an affiliate or a successor  thereof,  with  substantially the
          same fundamental investment objective, policies and limitations as the
          Fund.
<PAGE>
      In addition, 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 Funds Group, Inc. or
          an  affiliate  or a  successor  thereof  for  temporary  or  emergency
          purposes  (not for  leveraging or investing) or by engaging in reverse
          repurchase  agreements with any party (reverse  repurchase  agreements
          will be treated as borrowings for purposes of  fundamental  limitation
          (4)).

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

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

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

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

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

Effective May 13, 1999, the section of the Company's SAI entitled "The Funds And
Their  Management  -  Investment  Advisory  Agreement"  is  amended  to add  the
following after the third sentence of the third paragraph:
<PAGE>
      In addition,  with respect to Communications Fund, beginning May 13, 1999,
      the following additional  contractual  breakpoints are in effect: 0.40% on
      the  Fund's  average  net  assets  from $4  billion;  0.375% of the Fund's
      average net assets from $6  billion;  and 0.35% of the Fund's  average net
      assets  over $8 billion.  With  respect to Capital  Goods Fund,  the above
      stated additional contractual  breakpoints are in effect from May 13, 1999
      through May 21, 1999.

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

      In addition, with respect to Latin American Growth Fund, beginning May 13,
      1999,  the following  additional  contractual  breakpoints  are in effect:
      0.45% on each Fund's  average  net assets  from $2 billion;  0.40% of each
      Fund's  average net assets from $4 billion;  0.375% of each Fund's average
      net assets  from $6 billion;  and 0.35% of each Fund's  average net assets
      over $8 billion.  With respect to Asian Growth and European  Small Company
      Funds, the above stated additional  contractual  breakpoints are in effect
      from May 13, 1999 through June 18, 1999.

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

      In addition, beginning May 13, 1999, the following contractual breakpoints
      are in effect:  0.75% on the first $500 million of the Fund's  average net
      assets;  0.65% on the next $500 million of the Fund's  average net assets;
      0.55% on the Fund's  average  net  assets  from $1  billion;  0.45% on the
      Fund's average net assets from $2 billion; 0.40% of the Fund's average net
      assets  from $4 billion;  0.375% of the Fund's  average net assets from $6
      billion; and 0.35% of the Fund's average net assets over $8 billion.

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

      In addition, with respect to all Funds except the Realty and S&P 500 Index
      Funds,  beginning  May 13,  1999,  the  following  additional  contractual
      breakpoints are in effect: 0.18% on each Fund's average net assets from $2
      billion; 0.16% on each Fund's average net assets from $4 billion; 0.15% on
      each Fund's  average net assets from $6 billion;  and 0.14% on each Fund's
      average net assets from $8 billion.  Effective May 13, 1999,  with respect
      to the  Realty  Fund,  the fee is  contractual  and 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; 0.22% on the 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  over $8
      billion.  Prior to May 13, 1999,  the advisory fee was  calculated  at the
      annual rate of 0.30% of the Fund's average net assets.

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

      As full  compensation  for  services  provided  under  the  Administrative
      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% per year of the average net
      assets  of each  Fund  prior to May 13,  1999 and  0.045%  per year of the
      average net assets of each Fund effective May 13, 1999.

The date of this Supplement is June 1, 1999.



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