-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, crfz2cGa6Vw6qWp9OqcmzY6yM08qv2m/jrV0C5FaxwFVEwYxXy3LvipFRb8a1j6r cyApHrklZivn4cc3oLCpYQ== 0000110042-95-000005.txt : 19950530 0000110042-95-000005.hdr.sgml : 19950530 ACCESSION NUMBER: 0000110042-95-000005 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950518 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INDUSTRIAL FUND INC CENTRAL INDEX KEY: 0000110042 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 840202353 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-11236 FILM NUMBER: 95540730 BUSINESS ADDRESS: STREET 1: 7800 E UNION AVE STREET 2: STE 800 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303-930-63 MAIL ADDRESS: STREET 1: P.O. BOX 173706 CITY: DENVER STATE: CO ZIP: 80217-3706 497 1 INVESCO GROWTH FUND, INC. Supplement to Prospectus dated December 30, 1994 The section of the Fund's Prospectus entitled "The Fund and Its Management" is amended to (1) delete the third and fourth paragraphs and (2) substitute the following new paragraphs in their place: The following individuals serve as co-portfolio managers for the Fund and are primarily responsible for the day-to-day management of the Fund's portfolio of securities. R. DALTON SIM Co-portfolio manager of the Fund since 1995; portfolio manager of the Fund (1988 to 1995); director of the Fund since 1993; chairman of the board (1993 to present) and president (1991 to present) of INVESCO Trust Company; executive vice president and chief investment officer (1987 to 1991) and director (1987 to present) of INVESCO Funds Group, Inc.; president (since 1994) and trustee (since 1991) of The Global Health Sciences Fund; began investment career in 1978; B. Comm., University of Toronto; C.A., Canadian Institute of Chartered Accountants; M.B.A., Stanford University. DOUGLAS PRATT, C.F.A. Co-portfolio manager of the Fund since 1995; portfolio manager of the Financial Services Portfolio of INVESCO Strategic Portfolios, Inc.; vice president (1993 to present) and portfolio manager (1992 to present) of INVESCO Trust Company. Formerly (1987 to 1992), equity analyst with Loomis, Sayles & Company; began financial and analytical research career in 1982; A.B., Brown University; M.B.A., Columbia University; Chartered Financial Analyst. The date of this Supplement is May 15, 1995. PROSPECTUS December 30, 1994 INVESCO GROWTH FUND, INC. INVESCO Growth Fund, Inc. (the "Fund") is a mutual fund that seeks long-term capital growth. The Fund also seeks, as a secondary objective, to obtain investment income through the purchase of securities of carefully selected companies representing major fields of business and industrial activity. In pursuing its objectives, the Fund invests primarily in common stocks, but may also invest in other kinds of securities, including convertible and straight issues of debentures and preferred stock. This Prospectus provides you with the basic information you should know before investing in the Fund. You should read it and keep it for future reference. A Statement of Additional Information containing further information about the Fund has been filed with the Securities and Exchange Commission. You can obtain a copy without charge by writing INVESCO Funds Group, Inc., P.O. Box 173706, Denver, Colorado 80217-3706; or by calling 1-800-525-8085. TABLE OF CONTENTS Page ANNUAL FUND EXPENSES 5 FINANCIAL HIGHLIGHTS 6 PERFORMANCE DATA 7 INVESTMENT OBJECTIVE AND POLICIES 8 RISK FACTORS 10 THE FUND AND ITS MANAGEMENT 12 HOW SHARES CAN BE PURCHASED 14 SERVICES PROVIDED BY THE FUND 17 HOW TO REDEEM SHARES 20 DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES 22 ADDITIONAL INFORMATION 23 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. ---------- THE STATEMENT OF ADDITIONAL INFORMATION, DATED DECEMBER 30, 1994, IS HEREBY INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. ANNUAL FUND EXPENSES The Fund is no-load; there are no fees to purchase, exchange or redeem shares. The Fund, however, is authorized to pay a distribution fee pursuant to Rule 12b-1 under the Investment Company Act of 1940. (See "How Shares Can Be Purchased -- Distribution Expenses.") Lower expenses benefit Fund shareholders by increasing the Fund's total return. Shareholder Transaction Expenses Sales load "charge" on purchases None Sales load "charge" on reinvested dividends None Redemption fees None Exchange fees None Annual Fund Operating Expenses (as a percentage of average net assets) Management Fee 0.59% 12b-1 Fees 0.25% Other Expenses 0.19% Transfer Agency Fee(1) 0.11% General Services, Administrative 0.08% Services, Registration, Postage (2) Total Fund Operating Expenses 1.03% (1) Consists of the transfer agency fee described under "Additional Information - Transfer and Dividend Disbursing Agent." (2) Includes, but is not limited to, fees and expenses of directors, custodian bank, legal counsel and auditors, costs of administrative services furnished under an Administrative Services Agreement, a securities pricing service, costs of registration of Fund shares under applicable laws, and costs of printing and distributing reports to shareholders. Example 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 $11 $33 $57 $126 The purpose of the foregoing table is to assist investors in understanding the various costs and expenses that an investor in the Fund will bear directly or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and Its Management.") The Fund charges no sales load, redemption fee or exchange fee. The Example should not be considered a representation of past or future expenses, and actual expenses may be greater or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual returns, which may be greater or less than the assumed amount. As a result of the 0.25% Rule 12b-1 fee paid by the Fund, investors who own Fund shares for a long period of time may pay more than the economic equivalent of the maximum front-end sales charge permitted for mutual funds by the National Association of Securities Dealers, Inc., which currently ranges from 6.25% to 8.5% of the amount invested. FINANCIAL HIGHLIGHTS (For a Fund share Outstanding throughout each Period) The following information has been audited by Price Waterhouse LLP, independent accountants. This information should be read in conjunction with the audited financial statements and the report of independent accountants thereon appearing in the Fund's 1994 Annual Report to Shareholders and in the Statement of Additional Information, both of which are available without charge by contacting INVESCO Funds Group, Inc. at the address or telephone number shown below.
Year Ended August 31 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 ----------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value - Beginning of Period $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 $4.64 $4.14 $4.09 $4.09 ----------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS Net Investment Income 0.03 0.04 0.05 0.07 0.10 0.10 0.07 0.07 0.10 0.14 Net Gains or (Losses) on Securities (Both Realized and Unrealized) 0.11 1.00 0.05 1.28 (0.14) 1.06 (1.16) 1.15 1.09 0.46 ----------------------------------------------------------------------------------------------------- Total From Investment Operations 0.14 1.04 0.10 1.35 (0.04) 1.16 (1.09) 1.22 1.19 0.60 ----------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS Dividends (from Net Investment Income) 0.03 0.04 0.05 0.08 0.11 0.10 0.07 0.08 0.12 0.14 Distributions (from Capital Gains) 0.05 0.44 0.59 0.38 0.02 0.00 0.00 0.64 1.02 0.46 ----------------------------------------------------------------------------------------------------- Total Distributions 0.08 0.48 0.64 0.46 0.13 0.10 0.07 0.72 1.14 0.60 ----------------------------------------------------------------------------------------------------- Net Asset Value - End of Period $5.34 $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 $4.64 $4.14 $4.09 ===================================================================================================== TOTAL RETURN 2.52% 22.17% 2.04% 31.16% (1.01%) 33.70% (23.43%) 29.59% 29.12% 14.82% RATIOS Net Assets - End of Period ($000 Omitted) $488,411 $483,957 $408,218 $428,564 $339,927 $383,099 $328,043 $480,135 $397,223 $342,646 Ratio of Expenses to Average Net Assets 1.03% 1.04% 1.04% 1.00% 0.78% 0.82% 0.81% 0.77% 0.74% 0.72% Ratio of Net Investment Income to Average Net Assets 0.47% 0.72% 0.93% 1.52% 2.17% 2.60% 1.84% 1.56% 2.16% 3.27% Portfolio Turnover Rate 63% 77% 77% 69% 86% 90% 116% 250% 227% 133%
Further information about the performance of the Fund is contained in the Fund's annual report to shareholders, which may be obtained without charge by writing INVESCO Funds Group, Inc., P.O. Box 173706, Denver, Colorado 80217-3706; or by calling 1-800-525-8085. PERFORMANCE DATA From time to time, the Fund advertises its total return performance. Performance figures are based upon historical investment results and are not intended to indicate future performance. "Total return" of the Fund refers to the average annual rate of return of an investment in the Fund. This figure is computed by calculating the percentage change in value of an investment of $1,000, assuming reinvestment of all income dividends and capital gain distributions, to the end of a specified period. Periods of one year, five years and ten years are used. Thus, any given report of total return performance should not be considered as representative of future performance. The Fund charges no sales load, redemption fee, or exchange fee which would affect the total return computation. In conjunction with performance reports and/or analyses of shareholder service for the Fund, comparative data between the Fund's performance for a given period and recognized indices of investment results for the same period, and/or assessments of the quality of shareholder service, may be provided to shareholders. Such indices include indices provided by Dow Jones & Company, Standard & Poor's, Lipper Analytical Services, Inc., Lehman Brothers, National Association of Securities Dealers Automated Quotations, Frank Russell Company, Value Line Investment Survey, the American Stock Exchange, Morgan Stanley Capital International, Wilshire Associates, the Financial Times Stock Exchange, the New York Stock Exchange, the Nikkei Stock Average and the Deutcher Aktienindex, all of which are unmanaged market indicators. In addition, rankings, ratings, and comparisons of investment performance and/or assessments of the quality of shareholder service appearing in publications such as Money, Forbes, Kiplinger's Personal Finance, Morningstar, and similar sources which utilize information compiled (i) internally; (ii) by Lipper Analytical Services, Inc.; or (iii) by other recognized analytical services, may be used in advertising. The Lipper Analytical Services, Inc. mutual fund rankings and comparisons, which may be used by the Fund in performance reports, will be drawn from the "Growth and Income Funds" mutual fund grouping in addition to the broad-based Lipper general fund groupings. INVESTMENT OBJECTIVE AND POLICIES The basic investment objective of the Fund, which may be changed only by a vote of the shareholders, is to seek long-term growth of capital. The Fund also seeks, as a secondary objective, to obtain investment income through the purchase of securities of carefully selected companies representing major fields of business and industrial activity. The Fund normally holds common stocks (including securities convertible into common stocks) although it may invest in the following other securities: commercial paper and convertible debentures and straight debt securities having an investment grade rating (Baa or above by Moody's Investors Service, Inc. ("Moody's"), BBB or above by Standard & Poor's Ratings Group ("S&P")) and preferred stocks. In each instance, the Fund endeavors to invest in securities offering the possibility of capital enhancement and some current income. A bond rating of Baa by Moody's indicates that the bond issue is of "medium grade," neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics, and have speculative characteristics as well. A bond rating of BBB by S&P indicates that the bond issue is in the lowest "investment grade" security rating. Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category, and they may have speculative characteristics. In periods of uncertain market and economic conditions, as determined by the Fund's investment adviser, the Fund may depart from the basic investment objective and assume a defensive position with a large portion of its assets temporarily invested in high quality corporate bonds or notes and government issues, or held in cash. Because prices of stocks fluctuate from day to day, the value of an investment in the Fund will vary based upon the Fund's investment performance. The Fund invests in many different companies in a variety of industries in order to attempt to reduce its overall exposure to investment and market risks. There is no assurance that the Fund will attain its objectives. In selecting securities for investment, the investment adviser attempts to identify companies that have a better than average earnings growth potential and those industries that stand to enjoy the greatest benefit from the predicted economic environment. The Fund seeks to purchase the securities of companies that are thought to be best situated in those industry groupings. While dividends are of secondary consideration, dividend payment records of companies are also considered. Foreign Securities. The Fund's investments in equity securities and corporate debt obligations may consist of investments issued by foreign issuers. Up to 25% of the Fund's total assets, measured at the time of purchase, may be invested directly in foreign securities. Securities of Canadian issuers and securities purchased by means of American Depository Receipts ("ADRs") are not subject to this 25% limitation. Investments in foreign securities involve certain risks which are discussed below under "Risk Factors." Repurchase Agreements. The Fund may enter into repurchase agreements with respect to debt instruments eligible for investment by the Fund. These agreements are entered into with member banks of the Federal Reserve System, registered broker-dealers, and registered government securities dealers, which are deemed creditworthy. A repurchase agreement is a means of investing monies for a short period. In a repurchase agreement, the Fund acquires a debt instrument (generally a security issued by the U.S. government or an agency thereof, a banker's acceptance or a certificate of deposit) subject to resale to the seller at an agreed upon price and date (normally, the next business day). In the event that the original seller defaults on its obligation to repurchase the security, the Fund could incur costs or delays in seeking to sell such security. To minimize risk, the securities underlying each repurchase agreement will be maintained with the Fund's custodian in an amount at least equal to the repurchase price under the agreement (including accrued interest), and such agreements will be effected only with parties that meet certain creditworthiness standards established by the Fund's board of directors. The Fund will not enter into a repurchase agreement maturing in more than seven days if as a result more than 10% of the Fund's net assets would be invested in such repurchase agreements. The Fund has not adopted any limit on the amount of its total assets that may be invested in repurchase agreements maturing in seven days or less. Rule 144A Securities. The Fund may not purchase securities which are not readily marketable. However, certain securities that are not registered for sale to the general public, but that can be resold to institutional investors ("Rule 144A Securities"), may be purchased if an institutional trading market exists. The liquidity of the Fund's investments in Rule 144A Securities could be impaired if dealers or institutional investors become uninterested in purchasing these securities. The Company's board of directors has delegated to the adviser the authority to determine the liquidity of Rule 144A Securities pursuant to guidelines approved by the board. In the event that a Rule 144A Security subsequently is determined to be illiquid, the security will be sold as soon as that can be done in an orderly fashion consistent with the best interests of the Fund's shareholders. For more information concerning Rule 144A Securities, see the Statement of Additional Information. Securities Lending. The Fund also may lend its securities to qualified brokers, dealers, banks, or other financial institutions. This practice permits the Fund to earn income, which, in turn, can be invested in additional securities to pursue the Fund's investment objective. Loans of securities by the Fund will be collateralized by cash, letters of credit, or securities issued or guaranteed by the U.S. government or its agencies equal to at least 100% of the current market value of the loaned securities, determined on a daily basis. Lending securities involves certain risks, the most significant of which is the risk that a borrower may fail to return a portfolio security. The Fund monitors the creditworthiness of borrowers in order to minimize such risks. The Fund will not lend any security if, as a result of such loan, the aggregate value of securities then on loan would exceed 33-1/3% of the Fund's total assets (taken at market value). Portfolio Turnover. While the Fund purchases portfolio securities with the view of retaining them on a long-term basis, the Fund may sell any security without regard to the period of time it has been held. Such sales may cause the Fund's portfolio turnover rate to exceed 100% and would cause it to incur greater brokerage commissions than would otherwise be the case. The Fund's portfolio turnover rates are set forth under "Financial Highlights" and, along with the Fund's brokerage allocation policies are discussed in the Statement of Additional Information. Investment Restrictions. The Fund is subject to certain restrictions regarding its investments, which are set forth in the Statement of Additional Information, and which may not be altered without the approval of the Fund's shareholders. Those restrictions include, among others, limitations with respect to the percentages of the value of its total assets which may be invested in any one company or in any one industry. RISK FACTORS Debt Securities. The Fund's assets invested in straight debt securities generally will be subject to two kinds of risk, credit risk and market risk, as is described more fully in the Statement of Additional Information. While the Fund's investment adviser continuously monitors all of the debt securities in the Fund's portfolio for the issuers' ability to make required principal and interest payments and other quality factors, the adviser may retain in the portfolio a debt security whose rating is changed to one below the minimum rating required for purchase of such a security. Foreign Securities. For U.S. investors, the returns on foreign securities are influenced not only by the returns on the foreign investments themselves, but also by currency risk (i.e., changes in the value of the currencies in which the securities are denominated relative to the U.S. dollar). In a period when the U.S. dollar generally rises against foreign currencies, the returns on foreign securities for a U.S. investor are diminished. By contrast, in a period when the U.S. dollar generally declines, the returns on foreign securities are enhanced. Other risks and considerations of international investing include the following: differences in accounting, auditing and financial reporting standards which may result in less publicly available information than is generally available with respect to U.S. issuers; generally higher commission rates on foreign portfolio transactions and longer settlement periods; the smaller trading volumes and generally lower liquidity of foreign stock markets, which may result in greater price volatility; foreign withholding taxes payable on the Fund's foreign securities, which may reduce dividend income payable to shareholders; the possibility of expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability which could affect U.S. investment in foreign countries; potential restrictions on the flow of international capital; and the possibility of the Fund experiencing difficulties in pursuing legal remedies and collecting judgments. Certain of these risks, as well as currency risks, also apply to Canadian securities, which are not subject to the Fund's 25% of total assets limitation on investing directly in foreign securities. The Fund's investments in foreign securities may include investments in developing countries. Many of these securities are speculative and their prices may be more volatile than those of securities issued by companies located in more developed countries. ADRs are receipts, typically issued by a U.S. bank or trust company, evidencing ownership of the underlying foreign securities. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. ADRs may be issued in sponsored or unsponsored programs. In sponsored programs, the issuer makes arrangements to have its securities traded in the form of ADRs; in unsponsored programs, the issuer may not be directly involved in the creation of the program. Although the regulatory requirements with respect to sponsored and unsponsored programs are generally similar, the issuers of unsponsored ADRs are not obligated to disclose material information in the United States and, therefore, such information may not be reflected in the market value of the ADRs. ADRs are subject to certain of the same risks as direct investments in foreign securities, including the risk that changes in the value of the currency in which the security underlying an ADR is denominated relative to the U.S. dollar may adversely affect the value of the ADR. THE FUND AND ITS MANAGEMENT The Fund is a no-load mutual fund, registered with the Securities and Exchange Commission as an open-end, diversified management investment company. It was incorporated on January 8, 1935, under the laws of Maryland as "Financial Industrial Fund, Inc." The name "INVESCO Growth Fund, Inc." was adopted as a trade name for the Fund in April 1993. On December 2, 1994 the Fund amended its Articles of Incorporation to change its name to INVESCO Growth Fund, Inc. The overall supervision of the Fund is the responsibility of its board of directors. Pursuant to an agreement with the Fund, INVESCO Funds Group, Inc. ("INVESCO"), 7800 E. Union Avenue, Denver, Colorado, serves as the Fund's investment adviser. INVESCO is primarily responsible for providing the Fund with various administrative services, and supervising the Fund's daily business affairs. These services are subject to review by the Fund's board of directors. The following individual serves as portfolio manager of the Fund and is primarily responsible for the day-to-day management of the Fund's portfolio of securities: R. Dalton Sim Portfolio manager of INVESCO Growth Fund since 1988; director of the Fund since 1993; chairman of the board (1993 to present) and president (1991 to present) of INVESCO Trust Company; executive vice president and chief investment officer (1987 to 1991) and director (1987 to present) of INVESCO Funds Group, Inc.; president (since 1994) and trustee (since 1991) of The Global Health Sciences Fund; began investment career in 1978; B. Comm., University of Toronto; C.A., Canadian Institute of Chartered Accountants; M.B.A., Stanford University. INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC is a financial holding company which, through its subsidiaries, engages in the business of investment management on an international basis. INVESCO was established in 1932 and, as of August 31, 1994, managed 14 mutual funds, consisting of 36 portfolios, with combined assets of approximately $9.9 billion on behalf of over 861,000 shareholders. Pursuant to an agreement with INVESCO, INVESCO Trust Company ("INVESCO Trust"), 7800 E. Union Avenue, Denver, Colorado, serves as the Fund's sub-adviser. INVESCO Trust, a trust company founded in 1969, is a wholly-owned subsidiary of INVESCO that served as adviser or sub-adviser to 33 investment portfolios as of August 31, 1994, including 27 open-end mutual fund portfolios in the INVESCO group. These 33 portfolios had aggregate assets of approximately $8.8 billion as of August 31, 1994. In addition, INVESCO Trust provides investment management services to private clients, including employee benefit plans that may be invested in a collective trust sponsored by INVESCO Trust. INVESCO Trust, subject to the supervision of INVESCO, is primarily responsible for selecting and managing the Fund's investments. Although the Fund is not a party to the sub-advisory agreement, the agreement has been approved by the shareholders of the Fund. The Fund pays INVESCO a monthly fee which is based upon a percentage of the Fund's average net assets determined daily. The maximum advisory fee payable by the Fund for each fiscal year is 0.60% of the first $350 million of the average net assets of the Fund; 0.55% of the next $350 million of the Fund's average net assets; and 0.50% of the Fund's average net assets in excess of $700 million. For the fiscal year ended August 31, 1994, investment advisory fees paid by the Fund amounted to 0.59% of the Fund's net assets. Out of its advisory fee which it receives from the Fund, INVESCO pays INVESCO Trust, as the Fund's sub-adviser, a monthly fee, which is computed at the annual rate of 0.25% on the first $200 million of the Fund's average net assets, and 0.20% of the Fund's average net assets in excess of $200 million. No fee is paid by the Fund to INVESCO Trust. The Fund also has entered into an Administrative Services Agreement, dated April 30, 1991 (the "Administrative Agreement"), with INVESCO. Pursuant to the Administrative Agreement, INVESCO performs certain administrative, recordkeeping and internal sub-accounting services, including without limitation, maintaining general ledger and capital stock accounts, preparing a daily trial balance, calculating net asset value daily, providing selected general ledger reports and providing sub-accounting and recordkeeping services for shareholder accounts maintained by certain retirement and employee benefit plans for the benefit of participants in such plans. 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. INVESCO also is paid a fee by the Fund for providing transfer agent services. See "Additional Information." The Fund's expenses, which are accrued daily, are deducted from the Fund's total income before dividends are paid. Total expenses of the Fund for the fiscal year ended August 31, 1994, including investment advisory fees (but excluding brokerage commissions, which are a cost of acquiring securities), amounted to 1.03% of the Fund's average net assets. INVESCO, as the Fund's investment adviser, or INVESCO Trust, as the Fund's sub-adviser, places orders for the purchase and sale of portfolio securities with brokers and dealers based upon INVESCO's evaluation of their financial responsibility coupled with their ability to effect transactions at the best available prices. The Fund may market its shares through intermediary brokers or dealers that have entered into Dealer Agreements with INVESCO, as the Fund's Distributor, under which such intermediary brokers or dealers generally are compensated through the payment of continuing quarterly fees at the annual rate of up to 0.25% of the aggregate net asset value of outstanding Fund shares sold by such entities, measured on each business day during a calendar quarter. The Fund may place orders for portfolio transactions with qualified broker/dealers which recommend the Fund, or sell shares of the Fund to clients, or act as agent in the purchase of Fund shares for clients, if management of the Fund believes that the quality of execution of the transaction and level of commission are comparable to those available from other qualified brokerage firms. HOW SHARES CAN BE PURCHASED The Fund's shares are sold on a continuous basis by INVESCO, as the Fund's Distributor, at the net asset value per share next calculated after receipt of a purchase order in good form. No sales charge is imposed upon the sale of shares of the Fund. To purchase shares of the Fund, send a check made payable to INVESCO Funds Group, Inc. together with a completed application form, to: INVESCO FUNDS GROUP, INC. Post Office Box 173706 Denver, Colorado 80217-3706 The minimum initial purchase must be at least $1,000, with subsequent investments of not less than $50, except that: (1) those shareholders establishing an EasiVest or direct payroll purchase account, as described below in the Prospectus section entitled "Services Provided by the Fund," may open an account without making any initial investment if they agree to make regular, minimum purchases of at least $50; (2) Fund management may permit a lesser amount to be invested in the Fund under a federal income tax-sheltered retirement plan (other than an IRA account), or under a group investment plan qualifying as a sophisticated investor; (3) those shareholders investing in an Individual Retirement Account (IRA) or through omnibus accounts where individual shareholder recordkeeping and sub-accounting are not required may make initial minimum purchases of $250; and (4) Fund management reserves the right to reduce or waive the minimum purchase requirements in its sole discretion where it determines such action is in the best interests of the Fund. The minimum initial purchase requirement of $1,000, as described above, does not apply to shareholder account(s) in any of the INVESCO funds opened prior to January 1, 1993, and thus, is not a minimum balance requirement for those existing accounts. However, for shareholders already having accounts in any of the INVESCO funds, all initial share purchases in a new Fund account, including those made using the exchange privilege, must meet the Fund's applicable minimum investment requirement. The purchase of Fund shares can be expedited by placing bank wire, overnight courier, or telephone orders. Overnight courier orders must meet the above minimum investment requirements. In no case can a bank wire or telephone order be in an amount less than $1,000. For further information, the purchaser may call the Fund's office by using the telephone number on the cover of this Prospectus. Orders sent by overnight courier, including Express Mail, should be sent to the street address, not Post Office Box, of INVESCO Funds Group, Inc., at 7800 E. Union Avenue, Denver, CO 80237. Orders for the Fund can be placed by telephone. Shares of the Fund will be issued at the net asset value per share next determined after receipt of telephone instructions. Payments for telephone orders must be received by the Fund within seven business days of the transaction. In the event payment is not received, the shares will be redeemed by INVESCO, and the purchaser will be held responsible for any loss resulting from a decline in the value of the shares. INVESCO has agreed to indemnify the Fund for any losses resulting from such cancellations. If your check does not clear, or if a telephone purchase must be cancelled due to non-payment, you will be responsible for any related loss the Fund or INVESCO incurs. If you are already a shareholder in the INVESCO funds, the Fund has the option to redeem shares from any identically registered account in the Fund or any other INVESCO fund as reimbursement for any loss incurred. You also may be prohibited or restricted from making future purchases in any of the INVESCO funds. Persons who invest in the Fund through a securities broker may be charged a commission or transaction fee for the handling of the transaction if the broker so elects. Any investor may deal directly with the Fund in any transaction. In that event, there is no such charge. The Fund reserves the right in its sole discretion to reject any order for purchase of its shares (including purchases by exchange) when, in the judgment of management, such rejection is in the best interest of the Fund. Net asset value per share of the Fund is computed once each day that the New York Stock Exchange is open as of the close of trading on that Exchange (presently 4:00 p.m., New York time) and also may be computed on other days under certain circumstances. Net asset value per share is calculated by dividing the market value of all of the Fund's portfolio securities plus the value of its other assets (including dividends, and interest accrued but not collected), less all liabilities (including accrued expenses), by the number of outstanding shares of the Fund. If market quotations are not readily available, a security will be valued at fair value as determined in good faith by the board of directors. Debt securities with remaining maturities of 60 days or less will be valued at amortized cost, absent unusual circumstances, so long as the Fund's board of directors believes that such value represents fair value. Distribution Expenses. The Fund is authorized under a Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Plan") to use its assets to finance certain activities relating to the distribution of its shares to investors. Under the Plan, which was implemented on November 1, 1990, monthly payments may be made by the Fund to INVESCO to reimburse it for particular expenditures incurred by INVESCO during the rolling 12-month period in which that month falls in connection with the distribution of the Fund's shares to investors. These expenditures may include the payment of compensation (including incentive compensation and/or continuing compensation based on the amount of customer assets maintained in the Fund) to securities dealers and other financial institutions and organizations to obtain various distribution-related and/or administrative services for the Fund. Such services may include, among other things, processing new shareholder account applications, preparing and transmitting to the Fund's Transfer Agent computer processable tapes of all transactions by customers, and serving as the primary source of information to customers in answering questions concerning the Fund and their transactions with the Fund. In addition, other reimbursable expenditures include those incurred for advertising, the preparation and distribution of sales literature, the cost of printing and distributing prospectuses to prospective investors, and such other services and promotional activities as may from time to time be agreed upon by the Fund and its board of directors, including public relations efforts and marketing programs to communicate with investors and prospective investors. Under the Plan, the Fund's reimbursement to INVESCO is limited to an amount computed at the annual rate of 0.25 of 1% of the Fund's average net assets during the month. INVESCO is not entitled to reimbursement for overhead expenses under the Plan, but may be reimbursed for all or a portion of the compensation paid for salaries and other employee benefits for the personnel of INVESCO, whose primary responsibilities involve marketing shares of the INVESCO funds, including the Fund. Payment amounts by the Fund under the Plan, for any month, may only be made to reimburse or pay expenditures incurred during the rolling 12-month period in which that month falls; therefore, any reimbursable expenses incurred by INVESCO in excess of the limitation described above are not reimbursable and will be borne by INVESCO. No further payments will be made by the Fund under the Plan in the event of its termination. Also, any payments made by the Fund may not be used to finance the distribution of shares of any other mutual fund advised by INVESCO. Payments made by the Fund under the Plan for compensation of marketing personnel, as noted above, are based on an allocation formula designed to ensure that all such payments are appropriate. SERVICES PROVIDED BY THE FUND Shareholder Accounts. INVESCO maintains a share account that reflects the current holdings of each shareholder. Share certificates will be issued only upon specific request. Since certificates must be carefully safeguarded, and must be surrendered in order to exchange or redeem Fund shares, most shareholders do not request share certificates in order to facilitate such transactions. Each shareholder is sent a detailed confirmation of each transaction in shares of the Fund. Shareholders whose only transactions are through the EasiVest, direct payroll purchase, automatic monthly exchange or periodic withdrawal programs, or are reinvestments of dividends or capital gains in the same or another fund, will receive confirmations of those transactions on their quarterly statements. These programs are discussed below. For information regarding a shareholder's account and transactions, the shareholder may call the Fund's office by using the telephone number on the cover of this Prospectus. Reinvestment of Distributions. Income dividends and capital gain distributions are automatically reinvested in additional Fund shares at the net asset value per share of the Fund in effect on the ex-dividend date. A shareholder may, however, elect to reinvest dividends and capital gain distributions in certain of the other no-load mutual funds advised and distributed by INVESCO, or to receive payment of all dividends and distributions in excess of $10.00 by check by giving written notice to INVESCO at least two weeks prior to the record date on which the change is to take effect. Further information concerning these options can be obtained by contacting INVESCO. Periodic Withdrawal Plan. A Periodic Withdrawal Plan is available to shareholders who own or purchase shares of any mutual funds advised by INVESCO having a total value of $10,000 or more; provided, however, that at the time the Plan is established, the shareholder owns shares having a value of at least $5,000 in the fund from which withdrawals will be made. Under the Periodic Withdrawal Plan, INVESCO, as agent, will make specified monthly or quarterly payments of any amount selected (minimum payment of $100) to the party designated by the shareholder. Notice of all changes concerning the Periodic Withdrawal Plan must be received by INVESCO at least two weeks prior to the next scheduled check. Further information regarding the Periodic Withdrawal Plan and its requirements and tax consequences can be obtained by contacting INVESCO. Exchange Privilege. Shares of the Fund may be exchanged for shares of any of the following other no-load mutual funds, which are also advised and distributed by INVESCO, on the basis of their respective net asset values at the time of the exchange: INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO Income Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO Value Trust. An exchange involves the redemption of shares in the Fund and investment of the redemption proceeds in shares of one of the funds listed above. Exchanges will be made at the net asset value per share next determined after receipt of an exchange request in proper order. Any gain or loss realized on an exchange is recognizable for federal income tax purposes by the shareholder. Exchange requests may be made either by telephone or by written request to INVESCO Funds Group, Inc. using the telephone number or address on the cover of this Prospectus. Exchanges made by telephone must be in an amount of at least $250, if the exchange is being made into an existing account of one of the INVESCO funds. All exchanges that establish a new account must meet the Fund's applicable minimum initial investment requirements. Written exchange requests into an existing account have no minimum requirements other than the Fund's applicable minimum subsequent investment requirements. The privilege of exchanging Fund shares by telephone is available to shareholders automatically unless expressly declined. By signing the new account Application, a Telephone Transaction Authorization Form or otherwise utilizing telephone exchange privileges, the investor has agreed that the Fund will not be liable for following instructions communicated by telephone that it reasonably believes to be genuine. The Fund employs procedures, which it believes are reasonable, designed to confirm that exchange instructions are genuine. These may include recording telephone instructions and providing written confirmations of exchange transactions. As a result of this policy, the investor may bear the risk of any loss due to unauthorized or fraudulent instructions; provided, however, that if the Fund fails to follow these or other reasonable procedures, the Fund may be liable. In order to prevent abuse of this privilege to the disadvantage of other shareholders, the Fund reserves the right to terminate the exchange privilege of any shareholder who requests more than four exchanges a year. The Fund will determine whether to do so based on a consideration of both the number of exchanges any particular shareholder or group of shareholders has requested and the time period over which those exchange requests have been made, together with the level of expense to the Fund which will result from effecting additional exchange requests. The exchange privilege also may be modified or terminated at any time. Except for those limited instances where redemptions of the exchanged security are suspended under Section 22(e) of the Investment Company Act of 1940, or where sales of the fund into which the shareholder is exchanging are temporarily stopped, notice of all such modifications or termination of the exchange privilege will be given at least 60 days prior to the date of termination or the effective date of the modification. Before making an exchange, the shareholder should review the prospectuses of the funds involved and consider their differences, and should be aware that the exchange privilege may only be available in those states where exchanges legally may be made, which will require that the shares being acquired are registered for sale in the shareholder's state of residence. Shareholders interested in exercising the exchange privilege may contact INVESCO for information concerning their particular exchanges. Automatic Monthly Exchange. Shareholders who have accounts in any of the mutual funds distributed by INVESCO may arrange for a fixed dollar amount of their fund shares to be automatically exchanged for shares of any other INVESCO mutual fund listed under "Exchange Privilege" on a monthly basis. The minimum monthly exchange in this program is $50.00. This automatic exchange program can be changed by the shareholder at any time by notifying INVESCO at least two weeks prior to the date the change is to be made. Further information regarding this service can be obtained by contacting INVESCO. EasiVest. For shareholders who want to maintain a schedule of monthly investments, EasiVest uses various methods to draw a preauthorized amount from the shareholder's bank account to purchase Fund shares. This automatic investment program can be changed by the shareholder at any time by notifying INVESCO at least two weeks prior to the date the change is to be made. Further information regarding this service can be obtained by contacting INVESCO. Direct Payroll Purchase. Shareholders may elect to have their employers make automatic purchases of Fund shares for them by deducting a specified amount from their regular paychecks. This automatic investment program can be modified or terminated at any time by the shareholder by notifying the employer. Further information regarding this service can be obtained by contacting INVESCO. Tax-Sheltered Retirement Plans. Shares of the Fund may be purchased for self-employed retirement plans, individual retirement accounts (IRAs), simplified employee pension plans, and corporate retirement plans. In addition, shares can be used to fund tax qualified plans established under Section 403(b) of the Internal Revenue Code by educational institutions, including public school systems and private schools, and certain types of non-profit organizations, which provide deferred compensation arrangements for their employees. Prototype forms for the establishment of these various plans, including, where applicable, disclosure statements required by the Internal Revenue Service, are available from INVESCO. INVESCO Trust Company, a subsidiary of INVESCO, is qualified to serve as trustee or custodian under these plans and provides the required services at competitive rates. Retirement plans (other than IRAs) receive monthly statements reflecting all transactions in their Fund accounts. IRAs receive the confirmations and quarterly statements described under "Shareholder Accounts." For complete information, including prototype forms and service charges, call INVESCO at the telephone number listed on the cover of this Prospectus or send a written request to: Retirement Services, INVESCO Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706. HOW TO REDEEM SHARES You may redeem all or any portion of the shares in your account at any time by telephone or mail as described below. Shares of the Fund will be redeemed at their current net asset value per share next determined after a request in proper form is received at the Fund's office. (See "How Shares Can Be Purchased.") Net asset value per share at the time of the redemption may be more or less than the price you paid to purchase your shares, depending primarily upon the Fund's investment performance. If the shares to be redeemed are represented by stock certificates, a written request for redemption signed by the registered shareholder(s) and the certificates must be forwarded to INVESCO Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706. Redemption requests sent by overnight courier, including Express Mail, should be sent to the street address, not Post Office Box, of INVESCO Funds Group, Inc. at 7800 E. Union Avenue, Denver, CO 80237. If no certificates have been issued, a written redemption request signed by each registered owner of the account may be submitted to INVESCO at the address noted above. If shares are held in the name of a corporation, additional documentation may be necessary. Call or write for specifics. If payment for the redeemed shares is to be made to someone other than the registered owner(s), the signature(s) must be guaranteed by a financial institution which qualifies as an eligible guarantor institution. Redemption procedures with respect to accounts registered in the names of broker-dealers may differ from those applicable to other shareholders. Payment of redemption proceeds will be mailed within seven days following receipt of the required documents. However, payment may be postponed under unusual circumstances, such as when normal trading is not taking place on the New York Stock Exchange, an emergency as defined by the Securities and Exchange Commission exists, or the shares to be redeemed were purchased by check and that check has not yet cleared; provided, however, that all redemption proceeds will be paid out promptly upon clearance of the purchase check (which may take up to 15 days). Because of the high relative costs of handling small accounts, should the value of any shareholder's account fall below $250, as a result of shareholder action, the Fund reserves the right to effect the involuntary redemption of all shares in such account, in which case the account would be liquidated and the proceeds forwarded to the shareholder. Prior to any such redemption, a shareholder will be notified and given 60 days to increase the value of the account to $250 or more. Fund shareholders (other than shareholders holding Fund shares in accounts of IRA plans) may request expedited redemption of shares having a minimum value of $250 (or redemption of all shares if their value is less than $250) held in accounts maintained in their name by telephoning redemption instructions to INVESCO, using the telephone number on the cover of this Prospectus. For INVESCO Trust Company sponsored federal income tax-sheltered retirement plans, the term "shareholders" is defined to mean plan trustees that file a written request to be able to redeem Fund shares by telephone. Unless the Fund's management permits a larger redemption request to be placed by telephone, a shareholder may not place a redemption request by telephone in excess of $25,000. The redemption proceeds, at the shareholder's option, either will be mailed to the address listed for the shareholder on its Fund account or wired (minimum of $1,000) or mailed to the bank which the shareholder has designated to receive the proceeds of telephone redemptions. The Fund charges no fee for effecting such telephone redemptions. These telephone redemption privileges may be modified or terminated in the future at the discretion of the Fund's management. Shareholders should understand that, while the Fund will attempt to process all telephone redemption requests on an expedited basis, there may be times, particularly in periods of severe economic or market disruption, when (a) they may encounter difficulty in placing a telephone redemption request, and (b) processing telephone redemptions may require up to seven days following receipt of the telephone redemption request, or additional time because of postponements resulting from the unusual circumstances set forth above. The privilege of redeeming Fund shares by telephone is available to shareholders automatically unless expressly declined. By signing a new account Application, a Telephone Transaction Authorization Form or otherwise utilizing telephone redemption privileges, the shareholder has agreed that the Fund will not be liable for following instructions communicated by telephone that it reasonably believes to be genuine. The Fund employs procedures, which it believes are reasonable, designed to confirm that telephone instructions are genuine. These may include recording telephone instructions and providing written confirmation of transactions initiated by telephone. As a result of this policy, the investor may bear the risk of any loss due to unauthorized or fraudulent instructions; provided, however, that if the Fund fails to follow these or other reasonable procedures, the Fund may be liable. DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES Dividends. In addition to any increase in the value of your shares which may occur from increases in the value of the Fund's investments, the Fund may earn income in the form of dividends and interest on its investments. The Fund's policy is to distribute substantially all of this income, less expenses, to shareholders on a quarterly basis at the discretion of the Fund's board of directors. Dividends are automatically reinvested in additional Fund shares at the net asset value on the ex-dividend date, unless otherwise requested. See "Services Provided by the Fund - Reinvestment of Distributions." Capital Gains. Capital gains or losses are the result of the Fund's sale of its portfolio securities at prices that are higher or lower than the prices paid by the Fund to purchase such securities. Total gains from such sales, less any losses from such sales (including losses carried forward from prior years) represent net realized capital gains. The Fund distributes its net realized capital gains, if any, to shareholders at least annually, usually in December. Capital gain distributions are automatically reinvested in additional Fund shares at net asset value on the ex-dividend date, unless otherwise requested. See "Services Provided by the Fund - Reinvestment of Distributions." Taxes. The Fund intends to distribute substantially all of its net investment income and capital gains, if any, to shareholders, and to continue to qualify for tax treatment under Subchapter M of the Internal Revenue Code as a regulated investment company. Thus, it is not expected that the Fund will be required to pay any federal income taxes. Shareholders (other than those exempt from income tax) normally will have to pay federal income taxes and any state and local income taxes on the dividends and distributions they receive from the Fund, whether such dividends and distributions are received in cash or reinvested in additional shares of the same or another fund. Shareholders of the Fund are advised to consult their own tax advisers with respect to these matters. Dividends paid by the Fund from net investment income, as well as distributions of net realized short-term net capital gains, are, for federal income tax purposes, taxable as ordinary income to shareholders. At the end of each calendar year, shareholders are sent full information on dividends and capital gain distributions, including information as to the portions taxable as ordinary income, long-term capital gains. Information concerning the amount of dividends eligible for the dividends-received deduction available for corporations is contained in the Company's annual report or may be obtained upon request. The Fund is required to withhold and remit to the U.S. Treasury 31% of dividend payments, capital gain distributions, and redemption proceeds for any account on which the owner provides an incorrect taxpayer identification number, no number, or no certified number. ADDITIONAL INFORMATION Voting Rights. All shares of the Fund have equal voting rights. When shareholders are entitled to vote upon a matter, each shareholder is entitled to one vote for each share owned. The Fund is not generally required, and does not expect to hold regular annual meetings of shareholders. However, the board of directors will call special meetings of shareholders for the purpose, among other reasons, of voting upon the question of removal of a director or directors when requested to do so in writing by the holders of 10% or more of the outstanding shares of the Fund or as may be required by applicable law or the Fund's Articles of Incorporation. The Fund will assist shareholders in communicating with other shareholders as required by the Investment Company Act of 1940. Directors may be removed by action of the holders of a majority or more of the outstanding shares of the Fund. Shareholder Inquiries. All inquiries regarding the Fund should be directed to the Fund at the telephone number or mailing address set forth on the cover page of this Prospectus. Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 East Union Avenue, Denver, Colorado 80237, acts as registrar, transfer agent, and dividend disbursing agent for the Fund pursuant to a Transfer Agency Agreement which provides that the Fund shall pay a fee of $14.00 per shareholder account or omnibus account participant per year. The fee is not charged to each shareholder's or participant's account but is an expense of the Fund to be paid from the Fund's assets. In addition, registered broker-dealers, third party administrators of tax-qualified retirement plans and other entities may provide sub-transfer agency services to the Fund which reduce or eliminate the need for identical services to be provided on behalf of the Fund by INVESCO. In such cases, INVESCO is authorized to pay the third party an annual sub-transfer agency fee of up to $14.00 per participant in the third party's omnibus account out of the transfer agency fee which is paid to INVESCO by the Fund. INVESCO GROWTH FUND, INC. A no-load mutual fund seeking long-term capital growth and current income PROSPECTUS December 30, 1994 To receive general information and prospectuses on any of INVESCO's funds or retirement plans, or to obtain current account or price information, call toll- free: 1-800-525-8085 To reach PAL, your 24-hour Personal Account Line, call: 1-800-424-8085 Or write to: INVESCO Funds Group. Inc., Distributor Post Office Box 173706 Denver, Colorado 80217-3706 If you're in Denver, visit one of our convenient Investor Centers: Cherry Creek 155-B Fillmore Street Denver Tech Center 7800 East Union Avenue Lobby Level -----END PRIVACY-ENHANCED MESSAGE-----