<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
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INVESCO TREASURER'S SERIES TRUST
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Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total fee paid:
______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________
(3) Filing Party:
____________________________________________
(4) Date Filed:
____________________________________________
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO TREASURER'S SERIES TRUST
[LOGO OF INVESCO TREASURER'S SERIES TRUST APPEARS HERE]
DECEMBER 26, 1996
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Dear INVESCO Treasurer's Series Trust Shareholder:
Enclosed is a Proxy Statement for the January 31, 1997 special meeting of
shareholders of INVESCO Treasurer's Money Market Reserve Fund and INVESCO
Treasurer's Tax-Exempt Reserve Fund (together, the "Funds"), the two series of
INVESCO Treasurer's Series Trust (the "Company").
As you may have heard, INVESCO PLC ("INVESCO") has entered into an agreement
to merge with A I M Management Group Inc. ("AIM"), under which AIM will become
part of INVESCO. INVESCO is the ultimate parent company of INVESCO Capital
Management, Inc., the investment adviser to the Company.
As explained more fully in the attached Proxy Statement, at the time the
INVESCO/AIM merger takes effect, the Company's present investment advisory
contract will terminate automatically, as a matter of law. Although Company
shareholders are not being asked to approve the merger, they must vote on the
necessary new investment advisory contract. Accordingly, to provide continuity
of investment advisory services to the Company, the Board of Trustees is ask-
ing shareholders to approve the following proposal:
. All shareholders of the Company will be asked to approve a new invest-
ment advisory agreement for the Company, with the same parties and on
terms substantially identical to the existing investment advisory agree-
ment.
In addition, all shareholders are being asked to elect trustees of the Com-
pany and to ratify the selection of Price Waterhouse LLP as the Company's in-
dependent accountants. The accompanying Proxy Statement provides additional
detailed information on these proposals, the INVESCO/AIM merger and the Compa-
ny.
WE ARE REQUIRED BY LAW TO INFORM YOU AS TO CERTAIN DETAILS OF THE TRANSAC-
TION, EVEN THOUGH YOU ARE NOT VOTING TO APPROVE THE MERGER. WHAT IS MOST IM-
PORTANT FOR YOU AS A SHAREHOLDER OF THE FUNDS IS THAT APPROVAL OF THE PROPOS-
ALS LISTED ABOVE WILL IN NO WAY INCREASE THE ADVISORY FEES OR EXPENSES OF THE
COMPANY OR THE FUNDS OR CHANGE THE LEVEL, NATURE OR QUALITY OF SERVICES YOU
RECEIVE. EACH OF THESE PROPOSALS HAS BEEN APPROVED BY THE BOARD OF TRUSTEES OF
THE COMPANY, WHICH RECOMMENDS THAT SHAREHOLDERS APPROVE THEM AS WELL.
The Board of Trustees believes that these proposals are in the best inter-
ests of the shareholders. Therefore, we ask that you read the enclosed materi-
als and vote promptly. Should you have any questions, please feel free to call
our client services representatives at 1-800-241-5477. They will be happy to
answer any questions that you might have.
YOUR VOTE IS IMPORTANT. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION
ARE SIGNIFICANT TO THE COMPANY, THE FUNDS AND TO YOU AS A SHAREHOLDER. IF WE
DO NOT RECEIVE SUFFICIENT VOTES TO APPROVE THESE PROPOSALS, WE MAY HAVE TO
SEND ADDITIONAL MAILINGS OR CONDUCT TELEPHONE CANVASSING. THEREFORE, PLEASE
TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE ON THE ENCLOSED
PROXY CARD, AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVE-
LOPE.
Sincerely,
George S. Robinson, Jr.
President
INVESCO Treasurer's Series Trust --
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO TREASURER'S SERIES TRUST
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 1997
Notice is hereby given that a special meeting of shareholders (the "Meet-
ing") of INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's
Tax-Exempt Reserve Fund (together, the "Funds") of INVESCO Treasurer's Series
Trust (the "Company") will be held at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222 on Friday, January 31, 1997, at 10:00
a.m., Mountain Standard Time, for the following purposes.
1. To approve or disapprove a new investment advisory agreement between
the Company and INVESCO Capital Management, Inc. ("ICM"), such agree-
ment to take effect only if the proposed merger of A I M Management
Group Inc. into a wholly-owned U.S. subsidiary of INVESCO PLC is con-
summated (the "Merger"). INVESCO PLC is the ultimate parent of ICM.
2. To elect eleven trustees of the Company.
3. To ratify or reject the selection of Price Waterhouse LLP as indepen-
dent accountants for the Company for the fiscal year ending December
31, 1997.
4. To transact such other business as may properly come before the Meeting
or any adjournment(s) thereof.
NONE OF THESE PROPOSALS is expected to result in any change in the way the
Funds are managed, in the advisory fees or in the services you receive as a
shareholder.
The board of trustees of the Company has fixed the close of business on De-
cember 9, 1996, as the record date for the determination of shareholders enti-
tled to notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Funds entitled to vote at the Meeting
will be available and open to the examination of any shareholder of the Funds
for any purpose germane to the Meeting during ordinary business hours after
December 15, 1996, at the offices of the Company, 7800 East Union Avenue, Den-
ver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders who do not ex-
pect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the enclosed envelope
that requires NO postage if mailed in the United States. The enclosed proxy is
being solicited on behalf of the board of trustees of the Company.
<PAGE>
IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure a full representation at the
Meeting.
The Meeting will have to be adjourned without conducting any business if
less than a majority of the eligible shares is represented, and the Company
will have to continue to solicit votes until a quorum is obtained. The Meeting
also may be adjourned, if necessary, to continue to solicit votes if less than
the required shareholder vote has been obtained to elect the specified number
of trustees and to approve Proposals 1. and 3.
Your vote, then, could be critical in allowing the Company to hold the Meet-
ing as scheduled. By marking, signing, and promptly returning the enclosed
proxy, you may eliminate the need for additional solicitation. Your coopera-
tion is appreciated.
By Order of the Board of Trustees,
Tony D. Green
Secretary
Denver, Colorado
Dated: December 26, 1996
2
<PAGE>
PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INVESCO TREASURER'S SERIES TRUST
DECEMBER 26, 1996
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INVESCO TREASURER'S SERIES TRUST
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 1997
INTRODUCTION
The enclosed proxy is being solicited by the board of trustees (the "Board"
or the "Trustees") of INVESCO Treasurer's Series Trust (the "Company") on be-
half of INVESCO Treasurer's Money Market Reserve Fund (the "Treasurer's Money
Market Reserve Fund") and INVESCO Treasurer's Tax-Exempt Reserve Fund (the
"Treasurer's Tax-Exempt Reserve Fund"; together, the "Funds"), the two series
of the Company, for use in connection with the special meeting of shareholders
of the Company (the "Meeting") to be held at 10:00 a.m., Mountain Standard
Time, on Friday, January 31, 1997, at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222, and at any adjournment(s) thereof for
the purposes set forth in the foregoing notice. THE COMPANY'S ANNUAL REPORT,
INCLUDING FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEM-
BER 31, 1995, AND THE COMPANY'S SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL RE-
PORT ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM TONY D. GREEN, SECRETARY
OF THE COMPANY, AT 1315 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30309 (TELE-
PHONE NUMBER 1-800-241-5477). The approximate mailing date of proxies and this
Proxy Statement is December 26, 1996.
The primary purpose of the Meeting is to allow shareholders to consider a
new investment advisory agreement for the Funds. As explained in more detail
below, the existing advisory agreement for the Funds will terminate automati-
cally, by operation of law, upon the consummation of the proposed merger (the
"Merger") of A I M Management Group Inc. ("AIM") and a direct, wholly-owned
subsidiary of INVESCO PLC ("INVESCO"). Shareholders are not being asked to ap-
prove the Merger; rather, they are being asked to continue the existing in-
vestment advisory relationship for the Funds under a new contract which would
take effect at the time of the Merger. Consummation of the Merger is condi-
tioned on, among other things, shareholder approval of the new investment ad-
visory contract. The transactions contemplated by the Merger and the terms of
the new investment advisory agreement are discussed below.
OTHER THAN ITS COMMENCEMENT AND EXPIRATION DATES, THE PROPOSED NEW ADVISORY
AGREEMENT IS IDENTICAL IN FORM AND TERMS TO THE PRESENT AGREEMENT.
<PAGE>
Therefore:
(1) All shareholders of the Company are being asked to approve a new in-
vestment advisory agreement (the "Proposed Agreement") between the
Company and its investment adviser, INVESCO Capital Management, Inc.
(the "Adviser" or "ICM"), to replace the existing agreement between
the Company and the Adviser (the "Current Agreement").
The following factors should be considered by shareholders in determining
whether to approve the Proposed Agreement:
. The Proposed Agreement was approved by the Trustees, including the Inde-
pendent Trustees (as defined below).
. There will be no change in the investment objectives or policies of the
Funds.
. There will be no increase in the fees payable to the Adviser as a result
of the approval and implementation of the Proposed Agreement.
. No significant changes are contemplated in the personnel of the Adviser
who are responsible for the overall supervision of the Company and man-
aging the investments of the Funds.
If the enclosed form of proxy is duly executed and returned in time to be
voted at the Meeting, and not subsequently revoked, all shares represented by
the proxy will be voted in accordance with the instructions marked thereon. If
no instructions are given, such shares will be voted FOR the nominees for
trustee hereinafter listed and FOR Proposals 1. and 3. A majority of the out-
standing shares of the Company entitled to vote, represented in person or by
proxy, will constitute a quorum at the Meeting.
Shares held by shareholders present in person or represented by proxy at the
Meeting will be counted both for the purpose of determining the presence of a
quorum and for calculating the votes cast on the issues before the Meeting. An
abstention by a shareholder, either by proxy or by vote in person at the Meet-
ing, has the same effect as a negative vote. Shares held by a broker or other
fiduciary as record owner for the account of the beneficial owner are counted
toward the required quorum if the beneficial owner has executed and timely de-
livered the necessary instructions for the broker to vote the shares or if the
broker has and exercises discretionary voting power. Where the broker or fidu-
ciary does not receive instructions from the beneficial owner and does not
have discretionary voting power as to one or more issues before the Meeting,
but grants a proxy for or votes such shares, they will be counted toward the
required quorum but will have the effect of a negative vote on any proposals
on which it does not vote.
Because the proposals being submitted for a vote of the shareholders of each
Fund are identical, the Board determined to combine the proxy materials for
the Funds in order to reduce the cost of preparing, printing and mailing the
proxy materials.
In order to further reduce costs, the notices to shareholders having more
than one account in a Fund listed under the same social security number at a
single address have been combined. The proxy cards have been coded so that
each shareholder's votes will be counted for all such accounts.
Execution of the enclosed proxy card will not affect a shareholder's right
to attend the Meeting and vote in person, and a shareholder giving a proxy has
the power to revoke it (by written notice to the Company at P.O. Box 173706,
Denver, Colorado 80217-3706, execution of a subsequent proxy card, or oral
revocation at the Meeting) at any time before it is exercised.
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Shareholders of the Funds of record at the close of business on December 9,
1996 (the "Record Date"), are entitled to vote at the Meeting, including any
adjournment(s) thereof, and are entitled to one vote for each share, and cor-
responding fractional votes for fractional shares, on each matter to be acted
upon at the Meeting. On the Record Date, [ ] shares of beneficial interest
of the Company, $.01 par value per share were outstanding, including [ ]
shares of the Treasurer's Money Market Reserve Fund and [ ] shares of the
Treasurer's Tax-Exempt Reserve Fund.
The following table sets forth, as of the Record Date, the beneficial owner-
ship of each Fund's issued and outstanding shares of beneficial interest by
each 5% or greater shareholder. [PLEASE CONFIRM: THE TRUSTEES AND EXECUTIVE
OFFICERS OF THE COMPANY DID NOT OWN [ANY] [1% OR MORE OF THE OUTSTANDING] FUND
SHARES AS OF THE RECORD DATE.]
<TABLE>
<CAPTION>
Percent of
Name and Address Amount & Nature of Shares of
of Beneficial Owner Beneficial Ownership(1) Beneficial Interest
------------------- ----------------------- -------------------
<S> <C> <C>
TREASURER'S MONEY
MARKET RESERVE
FUND
TREASURER'S TAX-
EXEMPT RESERVE
FUND
</TABLE>
(1) Each beneficial owner named above shares investment power with respect
to the shares listed next to its respective row, but its customers re-
tain sole voting power.
In addition to the solicitations of proxies by use of the mail, proxies may
be solicited by officers of the Company, and by officers and employees of ICM,
personally or by telephone or telegraph, without special compensation. In ad-
dition, Shareholder Communications Corporation ("SCC") will be retained to as-
sist in the solicitation of proxies.
As the meeting date approaches, certain shareholders whose votes the Company
has not yet received may receive telephone calls from representatives of SCC
requesting that they authorize, by telephonic or electronically transmitted
instructions, SCC to execute proxy cards on their behalf. Telephone authoriza-
tions will be recorded in accordance with the procedures set forth below. The
Adviser believes that these procedures are reasonably designed to ensure that
the identity of the shareholder casting the vote is accurately determined and
that the voting instructions of the shareholder are accurately determined.
SCC has received an opinion of Massachusetts counsel that addresses the va-
lidity, under the applicable laws of the Commonwealth of Massachusetts, of au-
thorization given orally to execute a proxy. The opinion given by Massachu-
setts counsel concludes that a Massachusetts court would find that there is no
Massachusetts law or public policy against the acceptance of proxies signed by
an orally-authorized agent, provided it adheres to the procedures set forth
below.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
and the number of shares owned, and to confirm that the shareholder has re-
ceived the Proxy Statement in the mail. If the information solicited agrees
with the information provided to SCC by the Company, the SCC representative
has the responsibility to explain the process, read the proposals listed on
the proxy card, and ask for the shareholder's instructions
3
<PAGE>
on each proposal. Although he or she is permitted to answer questions about
the process, the SCC representative is not permitted to recommend to the
shareholder how to vote, other than to read any recommendation set forth in
the Proxy Statement. SCC will record the shareholder's instructions on the
card. Within 72 hours, SCC will send the shareholder a letter or mailgram con-
firming the shareholder's vote and asking the shareholder to call SCC immedi-
ately if the shareholder's instructions are not correctly reflected in the
confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable. A share-
holder may revoke the accompanying proxy or a proxy given telephonically at
any time prior to its use by filing with the Company a written revocation or
duly executed proxy bearing a later date. In addition, any shareholder who at-
tends the Meeting in person may vote by ballot at the Meeting, thereby cancel-
ing any proxy previously given.
All costs of printing and mailing proxy materials and the costs and expenses
of holding the Meeting and soliciting proxies, including any amount paid to
SCC, will be paid by INVESCO and not by the Company, the Funds or their share-
holders.
The Board may seek one or more adjournments of the Meeting to solicit addi-
tional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote to elect the number of specified trustees
and approve Proposals 1 and 3. An adjournment would require the affirmative
vote of the holders of a majority of the shares present at the Meeting (or an
adjournment thereof) in person or by proxy and entitled to vote. If adjourn-
ment is proposed in order to obtain the required shareholder vote on a partic-
ular proposal, the persons named as proxies will vote in favor of adjournment
those shares which they are entitled to vote in favor of such proposal and
will vote against adjournment those shares which they are required to vote
against such proposal. A shareholder vote may be taken on one or more of the
proposals discussed herein prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate.
PROPOSAL 1: APPROVAL OF THE PROPOSED ADVISORY AGREEMENT BETWEEN THE COMPANY
AND INVESCO CAPITAL MANAGEMENT, INC.
BACKGROUND
ICM serves as investment adviser to the Company pursuant to the Current
Agreement. The Current Agreement provides that the Adviser is primarily re-
sponsible for managing the investments of each of the Funds. The Adviser is an
indirect, wholly-owned subsidiary of INVESCO. INVESCO is a publicly traded
holding company organized under the laws of England in 1935. The ordinary
shares of INVESCO, 25 pence nominal value per share (the "Ordinary Shares"),
are traded on the London Stock Exchange. INVESCO's subsidiaries provide in-
vestment advisory services throughout the world. As of September 30, 1996, the
total assets advised by INVESCO and its subsidiaries were approximately $91.1
billion.
AIM is a holding company that has been engaged in the financial services
business since 1976 and, together with its affiliates, advises or manages 38
investment company portfolios comprising the AIM Family of Funds(R). As of Oc-
tober 31, 1996, the total assets of the registered investment company portfo-
lios advised or managed by AIM and its affiliates were approximately $57 bil-
lion.
On November 4, 1996, INVESCO and INVESCO Group Services, Inc. ("IGS") en-
tered into an agreement of merger (the "Merger Agreement") with AIM pursuant
to which IGS or another wholly-owned U.S. subsidiary of INVESCO ("INVESCO
Sub") will acquire all the issued and outstanding shares of AIM capital stock
for
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<PAGE>
consideration valued on November 4, 1996 at approximately $1.6 billion, plus
the amount of AIM net income from September 1, 1996 through the date on which
the Merger is consummated (the "Closing Date"), minus dividends paid during
such period and subject to certain adjustments for balance sheet items and
transaction expenses. The consideration will include 290 million new Ordinary
Shares (including Ordinary Shares issuable in respect of vested and unvested
AIM options) of INVESCO valued on November 4, 1996 at approximately $1.1 bil-
lion. The balance of the consideration will be paid in cash. Upon consummation
of the Merger, the AIM shareholders will own approximately 45% of INVESCO's
total outstanding capital stock on a fully-diluted basis. Thereafter, INVESCO
will change its name to "AMVESCO PLC" (the name of the Adviser will not
change).
The Closing Date is presently expected to occur on or about February 28,
1997, subject to the satisfaction of conditions to closing that include, among
other things: (a) INVESCO having consummated one or more financings and having
received net proceeds of not less than $500 million; (b) the respective aggre-
gate annualized asset management fees of INVESCO and AIM (based on assets un-
der management, excluding the effects of market movements), in respect of
which consents to the Merger have been obtained being equal to or greater than
87.5% of all such fees; (c) INVESCO and AIM having received certain consents
from regulators, lenders and/or other third parties; (d) AIM not having re-
ceived from the holder or holders of more than 2% of the outstanding AIM
shares notices that they intend to exercise dissenters' rights; (e) a Voting
Agreement, Standstill Agreement, Transfer Restriction Agreements, Transfer Ad-
ministration Agreement, Registration Rights Agreement, Indemnification Agree-
ment and employment agreements with approximately thirty AIM employees having
been executed and delivered; (f) AIM having received an opinion from its U.S.
counsel that the Merger will be treated as a tax-free reorganization; and (g)
shareholder resolutions to appoint to INVESCO's board of directors (the
"INVESCO Board") six AIM designees and a resolution of the INVESCO Board to
appoint the seventh AIM designee having been passed and not revoked.
The Merger Agreement may be terminated at any time prior to the Closing Date
by written notice by AIM or INVESCO to the other after June 1, 1997 or under
other circumstances set forth in the Merger Agreement. In certain circum-
stances occurring on or before September 30, 1997, a termination fee will be
payable by the party in respect of which such circumstances have occurred.
In connection with the Merger, the following agreements, each to be effec-
tive upon the closing of the Merger, have been or will be executed:
Voting Agreement. Certain AIM shareholders and their spouses, the cur-
rent directors of INVESCO and proposed directors of INVESCO (expected to
hold in the aggregate approximately 25% of the Ordinary Shares of INVESCO
outstanding immediately following consummation of the Merger) have agreed
to vote as directors and as shareholders to ensure that: (a) the INVESCO
Board will have fifteen members, consisting of four executive directors
and three non-executive directors designated by INVESCO's current senior
management, four executive directors and three non-executive directors
designated by AIM's current senior management and a Chairman; (b) the ini-
tial Chairman will be Charles W. Brady (INVESCO's current Chairman) and
the initial Vice Chairman will be Charles T. Bauer (AIM's current Chair-
man); and (c) the parties will vote at any INVESCO shareholder meetings on
resolutions (other than those in respect of the election of directors)
supported by two-thirds of the INVESCO Board in the same proportion as
votes are cast by unaffiliated shareholders. The Voting Agreement will
terminate on the earlier of the fourth anniversary of the Closing Date or
the date on which a resolution proposed by an INVESCO-designated board
member is approved by the INVESCO Board despite being voted against by
each AIM-designated board member present at such INVESCO Board meeting.
Standstill Agreement and Transfer Restriction Agreements. Certain AIM
shareholders and their spouses and certain significant shareholders of
INVESCO have agreed, under certain circumstances for a
5
<PAGE>
maximum period of five years, not to engage in a number of specified ac-
tivities that might result in a change of the ownership or control posi-
tions of INVESCO existing as of the Closing Date. AIM shareholders and
INVESCO's current chairman will be restricted in their ability to transfer
their shares of INVESCO for a period of up to five years.
If the conditions to the Merger are not met or waived, or if the Merger
Agreement is terminated, the Merger will not be consummated and the Current
Agreement will remain in effect. If the Proposed Agreement is approved and the
Merger is thereafter consummated, the Proposed Agreement will be executed and
become effective on the Closing Date. In the event that the Proposed Agreement
is not approved by both Funds and the Merger is consummated, the Proposed
Agreement will be approved as to the Fund that voted in favor of the Proposed
Agreement and the Board will determine what action to take as to the other
Fund, which ultimately will be subject to the approval of shareholders of the
Company.
Under the Merger Agreement, INVESCO and INVESCO Sub have agreed that they
will comply, and use all reasonable efforts to cause compliance on behalf of
their affiliates, with the provisions of Section 15(f) of the Investment Com-
pany Act of 1940, as amended (the "1940 Act"). Section 15(f) provides, in per-
tinent part, that an investment adviser of an investment company and its af-
filiates may receive any amount or benefit in connection with a sale of secu-
rities of, or a sale of any other interest in, such investment adviser that
results in an "assignment" of an investment advisory contract as long as two
conditions are met. First, no "unfair burden" may be imposed on the investment
company as a result of the Merger. The term "unfair burden," as defined in the
1940 Act, includes any arrangement during the two-year period after the trans-
action whereby the investment adviser (or predecessor or successor investment
adviser) or any interested person of any such adviser receives or is entitled
to receive any compensation directly or indirectly from the investment company
or its security holders (other than fees for bona fide investment advisory or
other services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than fees for bona fide principal underwriting services). No such com-
pensation arrangements are contemplated in connection with the Merger.
The second condition is that, for a period of three years after the transac-
tion occurs, at least 75% of the members of the board of directors/trustees of
the investment company advised by such adviser are not "interested persons"
(as defined in the 1940 Act) of the new or the old investment adviser. The
Board you are being asked to elect in Proposal No. 2 below does not meet this
75% requirement. Nevertheless, as more fully described below under Proposal
No. 2, the composition of the Board, on or prior to the date the Merger is ef-
fected, will comply with the 75% requirement.
INVESCO has advised the Company that the Merger is not expected to have a
material effect on the operations of the Company, on the Funds or on their
shareholders. No material change in investment philosophy, policies or strate-
gies is currently envisioned. The Adviser will, following the Merger, continue
to be an indirect wholly-owned subsidiary of INVESCO. The Merger Agreement
does not, by its terms, contemplate any changes, other than changes in the or-
dinary course of business, in the management or operation of the Adviser re-
lating to the Company and its Funds, the personnel managing the Funds, or
other services provided to or other business activities of the Company. The
Merger also is not expected to result in material changes in the business,
corporate structure or composition of the senior management or personnel of
the Adviser. Based on the foregoing, the Adviser does not anticipate that the
Merger will cause a reduction in the quality of services now being provided to
the Company, or have any adverse effect on the Adviser's ability to fulfill
its obligations under the Proposed Agreement or to operate its business in a
manner consistent with its current practices.
The Current Agreement, as required by Section 15 of the 1940 Act, provides
for its automatic termination in the event of its assignment. Any change of
control of the Adviser is deemed to be an assignment. Because
6
<PAGE>
INVESCO Ordinary Shares constituting more than 25% of the outstanding voting
securities of INVESCO will be issued to the shareholders of AIM, as a result
of the Merger there may be deemed to be a change in control of INVESCO. Such a
change in control would cause an automatic termination of the Current Agree-
ment under the 1940 Act.
Accordingly, in anticipation of the consummation of the Merger and in order
to ensure continuity of investment advisory services to the Company and the
Funds by the Adviser, a new investment advisory agreement between the Company
and ICM is proposed to be approved by shareholders of each of the Funds.
The Board, including a majority of those Trustees who are not "interested
persons" of the Company as such term is defined under the 1940 Act (the "Inde-
pendent Trustees"), has approved the Proposed Agreement.
EVALUATION OF THE BOARD OF TRUSTEES
At regular or special meetings of the Independent Trustees and of the Board
held on October 14, 15, 28 and 30 and on November 6, 1996, at each of which a
majority of the Independent Trustees were in attendance, the Trustees evalu-
ated the Proposed Agreement. The Independent Trustees had available to them
the assistance of outside counsel throughout the process of determining
whether to approve the Proposed Agreement. Prior to and during the meetings
the Independent Trustees requested and received all information they deemed
necessary to enable them to determine whether the Proposed Agreement is in the
best interests of the Company, the Funds and their shareholders. At the meet-
ings, the Independent Trustees reviewed materials furnished by Fund management
and met with representatives of INVESCO and with representatives of AIM. They
noted that senior members of the management team of the Adviser will continue
to be responsible for managing the day-to-day affairs of the Adviser. In eval-
uating the effects of the Merger, the Independent Trustees viewed as signifi-
cant the fact that the Adviser is expected to continue to provide to the Com-
pany, the Funds and their shareholders, after the Merger, investment advisory
services of the same nature and quality as before the Merger. Also, the Inde-
pendent Trustees considered the possible effects of the Merger on the Company
and its Funds.
The Board considered the nature, quality and extent of services provided and
expected to be provided by the Adviser to the Company and the Funds, as well
as the benefits derived by the Adviser. In addition, the Board discussed and
reviewed the terms and provisions of the Proposed Agreement. The Board specif-
ically noted that, other than the dates of execution, effectiveness and termi-
nation, the terms of the Proposed Agreement are the same, in all material re-
spects, as the terms of the Current Agreement. Specifically, the Board noted
that the fees and expenses payable under the Proposed Agreement are identical
to the fees and expenses presently in effect under the Current Agreement.
The Board also took note of the terms of the Merger Agreement and the effect
of the addition of the substantial resources of AIM and its affiliated compa-
nies to the INVESCO group, including the reputation, experience, personnel,
resources, financial condition and performance of A I M Advisors, Inc. The
Board considered the statements made by representatives of INVESCO and AIM
that the capabilities of the Adviser would not be adversely affected by the
Merger and could be enhanced by the resources of AIM, although there was no
assurance of the Adviser obtaining any particular benefits.
Based upon the Trustees' review and the evaluations of the materials they
received, and in consideration of all factors deemed relevant to them, the
Trustees determined that the Proposed Agreement is fair, reasonable and in the
best interests of the Company, the Funds and their shareholders. ACCORDINGLY,
THE BOARD, INCLUDING ALL OF THE INDEPENDENT TRUSTEES PRESENT AT THE APPLICABLE
MEETING, APPROVED THE PROPOSED AGREEMENT AND VOTED TO RECOMMEND THAT ALL
SHAREHOLDERS VOTE TO APPROVE THE PROPOSED AGREEMENT.
7
<PAGE>
THE PROPOSED AGREEMENT
If shareholders of each of the Funds approve the Proposed Agreement, the
Proposed Agreement will become effective immediately after the closing of the
Merger. This summary of the Proposed Agreement is qualified in its entirety by
reference to the form of such agreement attached to this Proxy Statement as
Exhibit A.
The Proposed Agreement will remain in effect, unless earlier terminated, for
an initial term expiring two years from the Closing Date. As previously dis-
cussed, the sole purpose of entering into the Proposed Agreement is to enable
ICM to continue to serve as the investment adviser to the Company after termi-
nation of the Current Agreement by virtue of the "assignment" of such agree-
ment that could result from the Merger. THE MATERIAL TERMS AND PROVISIONS OF
THE PROPOSED AGREEMENT, OTHER THAN ITS EFFECTIVE AND TERMINATION DATES, ARE
THE SAME, IN ALL SUBSTANTIVE RESPECTS, AS THOSE OF THE CURRENT AGREEMENT,
WHICH IS SUMMARIZED BELOW.
THE CURRENT AGREEMENT
The Current Agreement, dated October 11, 1989, was unanimously approved on
October 11, 1989, by a vote cast in person by a majority of the Trustees, in-
cluding a majority of the Independent Trustees. On October 11, 1989, such
agreement was approved by the holders of a majority of the then-outstanding
voting securities of each Fund, for an initial term expiring on October 11,
1991. The continuation of the Current Agreement until April 30, 1997, was ap-
proved by the Trustees, including a majority of the Independent Trustees, at a
meeting of the Trustees held on April 30, 1996, called for the purpose of ap-
proving the Current Agreement.
The Current Agreement may be continued from year to year as to each Fund as
long as each such continuance is approved at least annually by the Board, or
by a vote of the holders of a majority of the then-outstanding voting securi-
ties (as defined below under "Vote Required") of each Fund. Any such continu-
ance also must be approved by a majority of the Independent Trustees of the
Company at a meeting called for the purpose of voting on such continuance.
Upon sixty (60) days' written notice, the Current Agreement may be terminated
at any time without penalty by the Board or by a majority of the then-out-
standing voting securities of the Company or, with respect to a particular
Fund, by a majority of the then-outstanding voting securities of that Fund, or
by ICM. As discussed earlier, the Current Agreement terminates automatically
in the event of its "assignment" under the 1940 Act.
The Current Agreement provides that the Adviser, subject to the supervision
of the Board, shall: (i) maintain a continuous investment program for the Com-
pany and the Funds that is consistent with the Company's and the Funds' re-
spective investment objectives and policies as set forth in the Company's reg-
istration statement (the "Registration Statement") and prospectuses and state-
ments of additional information of each of the Funds (the "Prospectus" and the
"SAI") as in effect from time to time under the 1940 Act and the Securities
Act of 1933, as amended; (ii) manage the investment and reinvestment of the
assets of the Company and the Funds; (iii) determine what securities are to be
purchased or sold for the Company and the Funds and execute transactions ac-
cordingly; (iv) furnish the Company and the Funds with investment analysis and
research, reviews of current economic conditions and trends and considerations
respecting long-range investment policies; (v) make recommendations as to the
manner in which rights pertaining to the Funds' portfolio securities should be
exercised; (vi) calculate the net asset value of each Fund as required by the
1940 Act; (vii) furnish requisite office space, equipment and facilities as
may reasonably be requested by the Company from time to time; and (viii) main-
tain the Company's accounts and records and prepare all requisite corporate
documents such as tax returns and reports to the Securities and Exchange Com-
mission and Company shareholders. Under the Current Agreement, ICM shall pay,
on behalf of the Company and the Funds, expenses incurred in connection with
the operations and organization of the Company and the Funds; except that, un-
der the agreement, the Company is required to
8
<PAGE>
pay brokers' commissions, issue and transfer taxes and other costs chargeable
to the Company and the Funds in connection with their securities transactions
or ownership of securities (to the extent the Adviser is not required under
law to bear such expenses).
As full compensation for its advisory services to the Funds, ICM receives a
monthly fee based upon a percentage of each Fund's average net assets, deter-
mined daily. Specifically, with respect to each of the Funds, the fee is cal-
culated at the annual rate of 0.25% of the Fund's average net assets. For the
fiscal year ended December 31, 1995, the Treasurer's Money Market Reserve Fund
and the Treasurer's Tax-Exempt Reserve Fund paid to ICM total advisory fees of
$339,497 and $53,533, respectively. The net assets, at December 31, 1995, of
such Funds totaled $141,885,209 and $22,574,503, respectively.
The Current Agreement provides that ICM shall not be liable for any error of
judgment, mistake of law, any loss arising out of any investment, or for any
other act or omission in the performance of its obligations under the Current
Agreement not involving wilful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations under such Agreement.
INFORMATION CONCERNING ADVISER AND AFFILIATED COMPANIES
INVESCO Capital Management, Inc. ("ICM"), a Delaware corporation, serves as
the Company's investment adviser. ICM is a wholly-owned subsidiary of INVESCO
North American Holdings, Inc. ("INAH"), 1315 Peachtree Street, N.E., Atlanta,
Georgia 30309. INAH is an indirect wholly-owned subsidiary of INVESCO./1/ The
corporate headquarters of INVESCO are located at 11 Devonshire Square, London
EC2M 4YR, England. ICM's offices are located at 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309. ICM has the primary responsibility for providing port-
folio investment management services to the Treasurer's Money Market Reserve
Fund and the Treasurer's Tax-Exempt Reserve Fund. ICM also acts as sub-adviser
of 9 open-end investment companies having aggregate net assets of $3.049 mil-
lion, and offers investment services to U.S. institutions and wealthy individ-
uals. Exhibit B to this Proxy Statement includes a list of investment compa-
nies, including the company, for which the Adviser provides advisory services
and which have similar investment objectives to those of the Funds, and sets
forth the net assets of and advisory fees payable by such companies.
The principal executive officer and directors of ICM and their principal oc-
cupations are:
Wendell M. Starke, Chairman of the Board and Chief Investment Officer, also,
Chairman of the Board of INVESCO, Inc.; Edward C. Mitchell, Jr., President;
Frank M. Bishop, Vice President and Director, also, President and Chief Execu-
tive Officer of INVESCO, Inc.; Thomas W. Norwood, Vice President and Director;
Donald B. Sallee, Vice President and Director; George W. Herring, Vice Presi-
dent and Director; Thomas L. Shields, Vice President and Director; and Stephen
A. Dana, Vice President and Director.
The address of each of the foregoing officers and directors is 1315
Peachtree Street, N.E., Atlanta, Georgia 30309.
INVESCO Services, Inc. ("ISI") acts as the Company's Distributor.
Pursuant to an Administrative Services Agreement between the Company and
ICM, INVESCO Funds Group, Inc. ("IFG") provides administrative services to the
Company, including sub-accounting and recordkeeping services and functions.
During the fiscal year ended December 31, 1995, the Funds paid no administra-
tive services to IFG, as those expenses were absorbed and paid by ICM.
- ----------------
/1/ The intermediary companies between INAH and INVESCO are as follows: INVESCO,
Inc., INVESCO Group Services, Inc., and INVESCO North American Group, Ltd.,
each of which is wholly-owned by its immediate parent.
9
<PAGE>
IFG also serves as the Company's registrar, transfer agent and dividend dis-
bursing agent. During the fiscal year ended December 31, 1995, the Funds paid
no transfer agency fees to IFG, as those expenses were absorbed and paid by
ICM.
Once the Merger is consummated and the Proposed Agreements are approved, ICM
fully intends to continue to provide the same level, quality and nature of the
foregoing services to the Company and its Funds as are currently being provid-
ed.
VOTE REQUIRED
As provided under the 1940 Act, approval of the Proposed Agreement will re-
quire the affirmative vote of a majority of the outstanding shares of each
Fund voting separately as a class. Such a majority is defined in the 1940 Act
as the lesser of: (a) 67% or more of the shares present at such meeting, if
the holders of more than 50% of the outstanding shares of each Fund are pres-
ent or represented by proxy, or (b) more than 50% of the total outstanding
shares of each Fund.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES, RECOMMEND
THAT ALL OF THE COMPANY'S SHAREHOLDERS VOTE TO APPROVE THE PROPOSED AGREEMENT
BETWEEN THE COMPANY AND ICM.
PROPOSAL 2: ELECTION OF TRUSTEES OF THE COMPANY
The Company currently has eleven Trustees. Vacancies on the Board are gener-
ally filled by appointment by the remaining Trustees. However, the 1940 Act
provides that vacancies may not be filled by Trustees unless thereafter at
least two-thirds of the Trustees shall have been elected by shareholders. To
enable the requirement to be met in the future without the necessity of call-
ing additional shareholder meetings, shareholders are being asked at this
Meeting to elect the current eleven Trustees to hold office until the next
meeting of shareholders or until their successors are elected and qualified.
Under the provisions of the Company's by-laws, as permitted by Massachusetts
law, the Company does not anticipate holding annual shareholder meetings.
Thus, the Trustees will be elected for indefinite terms.
Seven of the current Trustees are "Independent Trustees," i.e., Trustees who
are not "interested persons" of the Company, as that term is defined in the
1940 Act. The nominees for election as Trustees have been proposed by the
Trustees now serving or, in the case of nominees for positions as Independent
Trustees, by the Independent Trustees now serving. It is possible that the
Board will consider the election of one additional Independent Trustee at its
February 1997 meeting.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Company that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all val-
idly executed proxies for the election of the nominees named below. All of the
nominees have consented to being named in this Proxy Statement and to serve,
if elected, and no circumstances now known will prevent any of the nominees
from serving. If any nominee should be unable or unwilling to serve, the proxy
will be voted for a substitute nominee proposed by the present Trustees or in
the case of an Independent Trustee nominee, by the Independent Trustees.
10
<PAGE>
Set forth below is information concerning the nominees for Trustees to be
elected at this Meeting:
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, TRUSTEE OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Charles W. Chairman of the Board of the Company. 1993
Brady*(3),(5),(6) Chief Executive Officer and Director
Age 61 of INVESCO and of various subsidiaries
thereof; Chairman of the Board of
INVESCO Advisor Funds, Inc. ("Advisor
Funds"), INVESCO Treasurer's Series
Trust ("Treasurer's Series Trust") and
The Global Health Sciences Fund
("GHSF").
Dan J. Hesser*(3),(5) President, Chief Executive Officer and 1993
Age 56 Trustee of the Company. Chairman of
the Board, President and Chief Execu-
tive Officer of IFG; Director of ITC;
Trustee of GHSF; Chairman and Director
of Britannia North American Holdings,
Inc.
Fred A. Vice Chairman of the Board of the Com- 1993
Deering(2),(3),(5) pany. Vice Chairman of Advisor Funds
Age 68 and Treasurer's Series Trust; Trustee
of GHSF; formerly, Chairman of the Ex-
ecutive Committee and Chairman of the
Board of Security Life of Denver In-
surance Company, Denver, Colorado; Di-
rector of ING America Life Insurance
Company, Urbaine Life Insurance Com-
pany and Midwestern United Life Insur-
ance Company.
Dr. Victor L. An- Trustee of the Company. Professor 1993
drews(4),(6) Emeritus, Chairman Emeritus and Chair-
Age 66 man of the CFO Roundtable of the De-
partment of Finance of Georgia State
University, Atlanta, Georgia; Presi-
dent, Andrews Financial Associates,
Inc. (consulting firm); formerly, mem-
ber of the faculties of the Harvard
Business School and the Sloan School
of Management of MIT. Dr. Andrews is
also a Director of The Southeastern
Thrift and Bank Fund, Inc., Sheffield
Total Return Fund and Sheffield Inter-
mediate-Term Bond Fund.
Bob R. Baker(3),(4),(5) Trustee of the Company. President and 1993
Age 60 Chief Executive Officer of AMC Cancer
Research Center, Denver, Colorado,
since January 1989.
Lawrence H. Bud- Trustee of the Company. Trust Consul- 1993
ner(2),(6) tant; prior to June 30, 1987, Senior
Age 66 Vice President and Senior Trust Offi-
cer of InterFirst Bank, Dallas, Texas.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
POSITION, IF ANY, WITH THE COMPANY, TRUSTEE OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) COMPANY SINCE DEC. 9, 1996(1)
------------ ----------------------------------- ----------------- -----------------
<S> <C> <C> <C>
Daniel D. Trustee of the Company. Financial Con- 1993
Chabris(2),(3),(5) sultant; Assistant Treasurer of Colt
Age 73 Industries Inc., New York, New York,
from 1966 to 1988.
A. D. Frazier, Jr.*(4) Trustee of the Company. Executive Vice 1995
Age 52 President of INVESCO; from 1991 to
1996, Senior Executive Vice President
and Chief Operating Officer of the At-
lanta Committee for the Olympic Games;
Trustee of GHSF; Director of Charter
Medical Corp.
Hubert L. Harris, Jr.* Trustee of the Company. Chairman of 1996
Age 53 the Board and Chief Executive Officer
of INVESCO Services, Inc.; Chief Exec-
utive Officer of INVESCO Individual
Services Group; Director of INVESCO;
President, Chief Executive Officer and
Chief Financial Officer of Advisor
Funds; President and Trustee of GHSF;
and President of the Georgia Institute
of Technology Alumni Association and
member of the Alumni Board of Trustees
thereof.
Kenneth T. Trustee of the Company. Formerly, 1993
King(3),(4),(5),(6) Chairman of the Board of The Capitol
Age 71 Life Insurance Company, Providence
Washington Insurance Company, and Di-
rector of numerous subsidiaries
thereof in the U.S.; formerly, Chair-
man of the Board of The Providence
Capitol Companies in the United King-
dom and in Guernsey; Chairman of the
Board of the Symbion Corporation (a
high technology company) until 1987.
John W. McIntyre(2) Trustee of the Company. Retired; for- 1995
Age 66 merly, Vice Chairman of the Board of
Directors of The Citizens and Southern
Corporation and Chairman of the Board
and Chief Executive Officer of The
Citizens and Southern Georgia Corp.
and Citizens and Southern National
Bank; Director of Golden Poultry Co.,
Inc.; Trustee of GHSF and of Gables
Residential Trust.
</TABLE>
(1) As interpreted by the Securities and Exchange Commission, a security is
beneficially owned by a person if that person has or shares voting power
or investment power with respect to the security. The persons listed
have partial or complete voting and investment power with respect to
their respective Fund shares.
(2) Member of Audit Committee.
(3) Member of Executive Committee.
12
<PAGE>
(4) Member of Management Liaison Committee.
(5) Member of Valuation Committee.
(6) Member of Compensation Committee.
* Because of his affiliation with INVESCO, with the Company's investment
adviser or with companies affiliated with INVESCO, this individual is
deemed to be an "interested person" of the Company as that term is de-
fined in the 1940 Act.
As discussed above under Proposal No. 1, the terms of the Merger Agreement
require that immediately after the Merger is effected, 75% of the members of
the Board not be "interested persons" of the Company, as that term is defined
in the 1940 Act. As noted above, seven of the current Trustees (63%) are Inde-
pendent Trustees. Thus, the composition of the Board you are being asked to
elect would not meet the 75% requirement. Therefore, prior to the closing of
the Merger, it is the current intention that a sufficient number of "interest-
ed" Trustees would resign from the Board so that the Board would be in compli-
ance with the 75% requirement at the time the Merger is effected.
The committees of the Board are the compensation committee, executive com-
mittee, audit committee, management liaison committee and valuation committee.
The Company does not have a nominating committee. During the intervals between
the meetings of the Board, and except for certain powers which, under applica-
ble law and/or the Company's by-laws, may only be exercised by the full Board,
the executive committee may exercise all powers and authority of the Board in
the management of Company business. All decisions are subsequently submitted
for ratification by the full Board. The audit committee, consisting of four
Independent Trustees, meets periodically with the Company's independent ac-
countants and the executive officers of the Company. This committee reviews
the accounting principles being applied by the Company in financial reporting,
the scope and adequacy of internal controls, the responsibilities and fees of
the independent accountants and other matters. All of the recommendations of
the audit committee are reported to the full Board. During the past fiscal
year, the Board met four times, the audit committee met five times and the
management liaison committee met four times. During the Company's last fiscal
year, each director nominee attended 75% or more of the aggregate of the Board
meetings and meetings of the committees of the Board on which he served.
The Company pays its Independent Trustees the trustees' fees and board vice
chairman and committee chairmen fees described below and reimburses Indepen-
dent Trustees for travel expenses incurred in attending meetings. Messrs.
Brady, Harris, Hesser and, as of November 1, 1996, Frazier, as "interested
persons" of the Company and of other funds in the INVESCO Fund Complex,/2/ re-
ceive compensation and are reimbursed for travel expenses incurred in attend-
ing meetings as officers or employees of ICM or of its affiliated companies,
but do not receive any directors' or trustees' fees or other compensation from
the Company or from other companies in the INVESCO Fund Complex for their
services as Trustees.
The following table sets forth, for the fiscal year ended December 31, 1995:
the compensation paid by the Company to its seven current Independent Trustees
(and to Mr. Frazier, for the period before he became an
- ----------------
/2/ The following investment companies comprise the INVESCO Fund Complex:
INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerg-
ing Opportunity Funds, Inc., INVESCO Growth Fund, 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., INVESCO Value Trust, INVESCO Variable
Investment Funds, Inc. (collectively, the "IFG-Distributed Funds"); INVESCO
Advisor Funds, Inc.; The Global Health Sciences Fund; and INVESCO Treasur-
er's Series Trust.
13
<PAGE>
employee of INVESCO on November 1, 1996) for services rendered in their capac-
ities as Trustees of the Company; the benefits accrued as Company expenses
with respect to the Defined Benefit Deferred Compensation Plan discussed be-
low; and the estimated annual benefits to be received by these Trustees upon
retirement as a result of their service to the Company. In addition, the table
sets forth the total compensation paid by all of the mutual funds in the
INVESCO Fund Complex to these Trustees for services rendered in their capaci-
ties as directors or trustees during the year ended December 31, 1995. As of
December 31, 1995, there were 48 funds in the INVESCO Fund Complex.
<TABLE>
<CAPTION>
PENSION/ TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM INVESCO
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID
NAME AND POSITION THE COMPANY(1) COMPANY EXPENSES(2) RETIREMENT(3) TO TRUSTEES(1)
----------------- ----------------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Fred A. Deering, 2,470 281 234 87,350
Vice Chairman of
the Board
Victor L. Andrews, 2,350 248 258 68,000
Trustee
Bob R. Baker, 2,421 255 346 73,000
Trustee
Lawrence H. Budner, 2,355 266 258 68,350
Trustee
Daniel D. Chabris, 2,425 303 183 73,350
Trustee
A. D. Frazier, Jr., 1,732 0 0 63,500
Trustee(4)
Kenneth T. King, 2,381 292 212 70,000
Trustee
John W. McIntyre, 1,781 0 0 67,850
Trustee(4)
------ ------ ----- -------
TOTAL 17,915 1,645 1,491 571,400
====== ====== ===== =======
% OF NET ASSETS 0.0121%(5) 0.0011%(5) 0.0043%(6)
</TABLE>
(1) The vice chairman of the Board, the chairmen of the audit, management
liaison and compensation committees, and the members of the audit, man-
agement liaison, executive and valuation committees receive compensation
for serving in such capacities in addition to the compensation paid to
all Independent Trustees.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the
election of the Trustees.
(3) These amounts represent the Company's share of the estimated annual ben-
efits payable by the INVESCO Fund Complex (excluding GHSF, which does
not participate in any retirement plan) upon the Trustees' retirement,
calculated using the current method of allocating director compensation
among the funds in the INVESCO Fund Complex. These estimated benefits
assume retirement at age 72 and that the basic
14
<PAGE>
retainer payable to the Trustees will be adjusted periodically for infla-
tion, for increases in the number of funds in the INVESCO Fund Complex,
and for other reasons during the period in which retirement benefits are
accrued on behalf of the respective Trustees. This results in lower esti-
mated benefits for Trustees who are closer to retirement and higher esti-
mated benefits for Trustees who are further from retirement. With the ex-
ception of Messrs. Frazier and McIntyre, each of these Trustees has
served as a director/trustee of one or more of the funds in the INVESCO
Fund Complex for the minimum five-year period required to be eligible to
participate in the Defined Benefit Deferred Compensation Plan.
(4) Messrs. Frazier and McIntyre began serving as Trustees of the Company on
April 19, 1995.
(5) Total as a percentage of the Company's net assets as of December 31,
1995.
(6) Total as a percentage of the net assets of the INVESCO Fund Complex as
of December 31, 1995.
The officers of the Company, all of whom are officers and employees of, and
paid by, ICM, are responsible for the day-to-day administration of the Company
and of each of the Funds. The investment adviser for each Fund has the primary
responsibility for making investment decisions on behalf of that Fund. These
investment decisions are reviewed by the ICM investment committee.
All of the officers and Trustees of the Company hold comparable positions
with each of the IFG-Distributed Funds. In addition, all of the Directors of
the Company are also directors of INVESCO Advisor Funds, Inc. (formerly known
as The EBI Funds, Inc.).
VOTE REQUIRED
The Trustees must be elected by a majority of the votes present at the Meet-
ing in person or by proxy and entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE TO
ELECT ALL OF THE NOMINEES LISTED ABOVE.
PROPOSAL 3: RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
The Trustees of the Company, including a majority of its Independent Trust-
ees, have selected Price Waterhouse LLP to continue to serve as independent
accountants of the Company for the fiscal year ending December 31, 1997, sub-
ject to ratification by the Company's shareholders. This firm has no direct
financial interest or material indirect financial interest in the Company.
Representatives of this firm are not expected to attend the Meeting, but have
been given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
The following summarizes Price Waterhouse LLP's audit services for the fis-
cal year ended December 31, 1995: audit of annual financial statements; prepa-
ration of the Company's federal and state income tax returns; preparation of
the Company's federal excise tax return; consultation with the Company's audit
committee; and routine consultation on financial accounting and reporting mat-
ters.
The Board authorized all services performed by Price Waterhouse LLP on be-
half of the Company. In addition, the Board annually reviews the scope of
services to be provided by Price Waterhouse LLP and considers the effect, if
any, that performance of any non-audit services might have on audit indepen-
dence.
An audit committee, consisting of four Independent Trustees, meets periodi-
cally with the Company's independent accountants to review accounting and re-
porting requirements.
15
<PAGE>
VOTE REQUIRED
The ratification of the selection of the independent accountants must be ap-
proved by a majority of the shares present at the Meeting in person or by
proxy and entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE IN FA-
VOR OF PROPOSAL 3.
OTHER BUSINESS
The management of the Company has no business to bring before the Meeting
other than the matters described above. Should any other business be presented
at the Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Company does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of
proxy for a subsequent shareholders' meeting should send their written propos-
als to the Secretary of the Company, 1315 Peachtree Street, Atlanta, Georgia
30309. The Company has not received any shareholder proposals to be presented
at this Meeting.
By Order of the Board of Trustees,
Tony D. Green
Secretary
December 26, 1996
16
<PAGE>
EXHIBIT A.1.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in Atlanta, Georgia,
by and between INVESCO Capital Management, Inc. ("INVESCO"), a Delaware corpo-
ration, and INVESCO TREASURER'S SERIES TRUST, an unincorporated business trust
under the laws of the Commonwealth of Massachusetts (the "Trust")
WITNESSETH:
WHEREAS, the Trust is an unincorporated business trust under the laws of the
Commonwealth of Massachusetts; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end manage-
ment investment company and has one class of shares (the "Shares") which is
divided into two or more series (the "Series"), each representing an interest
in a separate portfolio of investments (such series initially being the
INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Ex-
empt Reserve Fund); and
WHEREAS, the Trust desires that INVESCO manage its investment operations and
INVESCO desires to manage said operations;
NOW, THEREFORE, in consideration of these premises and of the mutual cove-
nants and agreements hereinafter contained, the parties hereto agree as fol-
lows:
1. Investment Management Services. INVESCO hereby agrees to manage the in-
vestment operations of the following Series of the Trust, subject to the su-
pervision of the Trust's trustees (the "Trustees"): INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund (individu-
ally a "Fund" and collectively the "Funds"). Specifically, and without limita-
tion, INVESCO agrees to perform the following specific services for the Trust
and each Fund:
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, by the Trust and by each Fund of the Trust;
(b) to maintain a continuous investment program for the Trust and each
Fund of the Trust, consistent with (i) the Fund's and Trust's investment
policies as set forth in the Trust's Declaration of Trust, By-laws, Regis-
tration Statement, as from time to time amended, under the Investment Com-
pany Act of 1940, as amended (the "1940 Act"), and in any prospectus
and/or statement of additional information of the Trust or of the applica-
ble Fund, as from time to time amended and in use under the Securities Act
of 1933, as amended, and (ii) the Trust's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Trust and for each Fund, unless otherwise directed by the Trustees of the
Trust, and to execute transactions accordingly;
(d) to provide to the Trust and each Fund the benefit of all of the in-
vestment analyses and research, the reviews of current economic conditions
and of trends, and the consideration of long-range investment policy now
or hereafter generally available to investment advisory customers of
INVESCO;
(e) to determine what portion of the Trust and each Fund of the Trust
should be invested in government obligations, commercial paper, certifi-
cates of deposit, bankers' acceptances, variable amount notes and corpo-
rate debt obligations;
A.1.-1
<PAGE>
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Trust and/or Fund action and any other rights per-
taining to the Fund's portfolio securities shall be exercised; and
(g) to calculate the net asset value of the Trust and each Fund, as ap-
plicable, as required by the 1940 Act, subject to such procedures as may
be established from time to time by the Trust's Trustees, based upon the
information provided to INVESCO by the Trust or by the custodian, co-cus-
todian or sub-custodian of the Trust's or any Fund's assets (the "Custodi-
an") as designated by the Trustees from time to time.
With respect to execution of transactions for the Trust and for each Fund,
INVESCO shall place all orders for the purchase or sale of portfolio securi-
ties with brokers or dealers selected by INVESCO. In connection with the se-
lection of such brokers or dealers and the placing of such orders, INVESCO
will be at all times attempt to obtain for the Trust and for each Fund, as ap-
plicable, the most favorable execution and price; after fulfilling this pri-
mary consideration of obtaining the most favorable execution and price,
INVESCO is hereby expressly authorized to consider as a secondary factor in
selecting brokers or dealers with which such orders may be placed whether such
firms furnish statistical, research and other information or services to
INVESCO. Receipt by INVESCO of any such statistical or other information and
services should not be deemed to give rise to any requirement for abatement of
the advisory fee payable pursuant to paragraph 3 hereof. INVESCO may follow a
policy of considering sales of shares of the Trust as a factor in the selec-
tion of broker-dealers to execute portfolio transactions, subject to the re-
quirements of best execution discussed above.
At the Trust's request, INVESCO will furnish to the Trust, at the expense of
INVESCO, such competent executive, administrative and clerical services as may
be required in the judgment of the Trustees of the Trust. These services will
include, among other things, the maintenance of the Trust's and Funds', as ap-
plicable, accounts and records, and the preparation of all requisite corporate
documents such as tax returns and reports to the Securities and Exchange Com-
mission and Trust shareholders. INVESCO will also furnish, at INVESCO's ex-
pense, such office space, equipment and facilities as may be reasonably re-
quested by the Trust from time to time.
INVESCO shall for all purposes herein provided be deemed to be an indepen-
dent contractor.
2. Allocation of Costs and Expenses.
(a) INVESCO hereby agrees that it shall pay on behalf of the Trust and the
INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-
Exempt Reserve Fund (i) all of the expenses incurred by the Trust and INVESCO
Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt
Reserve Fund, as applicable, in connection with their operations. Without lim-
iting the generality of the foregoing, such costs and expenses payable by
INVESCO include the following:
(1) the fees, charges and expenses of any independent public accoun-
tants, custodian, depository, dividend disbursing agent, dividend rein-
vestment agent, transfer agent, registrar, independent pricing services
and legal counsel for the Trust or for INVESCO Treasurer's Money Market
Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund;
(2) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Trust or INVESCO Treasur-
er's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Re-
serve Fund to Federal, State, County, City, or other governmental agents;
(3) the fees and expenses involved in maintaining the registration and
qualification of the Trust and of its shares under laws administered by
the Securities and Exchange Commission or under other applicable
A.1.-2
<PAGE>
regulatory requirements, including the preparation and printing of pro-
spectuses and statements of additional information;
(4) the compensation and expenses of the Trustees, officers and employ-
ees of the Trust;
(5) the costs of printing and distributing reports, notices of share-
holders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Trust's shareholders, as well as all expenses of shareholders' meetings
and Trustees' meetings;
(6) all costs, fees or other expenses arising in connection with the or-
ganization and filing of the Trust's Declaration of Trust including its
initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any State and the
approval of the Trust's operations by any other Federal or State authori-
ty;
(7) the expenses of repurchasing and redeeming shares of the Trust;
(8) insurance premiums;
(9) the costs of designing, printing, and issuing certificates repre-
senting shares of beneficial interests of the Trust;
(10) the expenses, including fees and disbursements of counsel, in con-
nection with litigation by or against the Trust or INVESCO Treasurer's
Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve
Fund; and
(11) premiums for the fidelity bond maintained by the Trust pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder.
(b) Except to the extent required by law to be paid by INVESCO, the Trust
shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Trust or any Fund in connection with securities transac-
tions to which the Trust or any Fund is a party or in connection with se-
curities owned by the Trust or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Trust or any
Fund.
3. Compensation of INVESCO. For the services to be rendered and the charges
and expenses to be assumed by INVESCO hereunder, the Trust shall pay to
INVESCO an advisory fee which will be computed on a daily basis and paid as of
the last day of each month, using for each daily calculation the most recently
determined net asset value of each Fund of the Trust, as determined by valua-
tions made in accordance with the Trust's procedures for calculating each
Fund's net asset value. On an annual basis, the advisory fee applicable to
each of the Funds shall be as follows:
(a) INVESCO Treasurer's Money Market Reserve Fund: 0.25% of the average
net asset value of such Fund; and
(b) INVESCO Treasurer's Tax-Exempt Reserve Fund: 0.25% of the average
net asset value of such Fund.
4. Avoidance of Inconsistent Positions and Compliance with Laws. In connec-
tion with purchases or sales of securities for the investment portfolio of the
Trust or of any of the Funds, except as otherwise permitted by
A.1.-3
<PAGE>
Section 6 of this Agreement, neither INVESCO nor its General Partner, officers
or employees will act as a principal or agent for any party other than the
Trust or applicable Fund or receive any commissions. INVESCO will comply with
all applicable laws in acting hereunder including, without limitation, the
1940 Act; the Investment Advisers Act of 1940, as amended; and all rules and
regulations duly promulgated under the foregoing.
5. Duration and Termination. This Agreement shall become effective as of the
date hereof and unless sooner terminated as hereinafter provided, shall remain
in force for an initial term of two years from the date of execution and from
year to year thereafter, but only as long as such continuance is specifically
approved at least annually (i) by a vote of a majority of the outstanding vot-
ing securities of each applicable Fund of the Trust or by a majority of the
Trustees of the Trust, and (ii) by a majority of the Trustees of the Trust who
are not interested persons of INVESCO or the Trust by votes cast in person at
a meeting called for the purpose of voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Trustees of the Trust on behalf of either
of the Funds, or by the vote of a majority of the outstanding voting securi-
ties of the Trust or of the applicable Fund (if only one Fund is terminating
this Agreement), as the case may be, or by INVESCO. This Agreement shall imme-
diately terminate if it is not approved by a vote of a majority of the out-
standing voting securities of each applicable Fund of the Trust at the first
meeting of the shareholders of the Funds. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the Se-
curities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the
terms and provisions of said order. In interpreting the provisions of this
paragraph 5, the definitions contained in Section 2(a) of the 1940 Act (par-
ticularly the definitions of "interested person", "assignment" and "vote of a
majority of the outstanding voting securities") shall be applied.
INVESCO agrees to furnish to the Trustees of the Trust such information as
may reasonably be necessary to evaluate the terms of this Agreement.
Termination of this Agreement shall not affect the right of INVESCO to re-
ceive payments on any unpaid balance of the compensation described in para-
graph 3 earned prior to such termination.
6. Non-Exclusive Services. INVESCO shall, during the term of this Agreement,
be entitled to render investment advisory services to others, including, with-
out limitation, other investment companies with similar objectives to those of
the Trust or any Fund of the Trust. INVESCO may, when it deems such to be ad-
visable, aggregate orders for its other customers together with any securities
of the same type to be sold or purchased for the Trust or any Fund in order to
obtain best execution and lower brokerage commissions. In such event, INVESCO
shall allocate the shares so purchased or sold, as well as the expenses in-
curred in the transaction, in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Trust, any applicable Fund
and INVESCO's other customers.
7. Liability. INVESCO shall have no liability to the Trust or any Fund or to
the Trust's shareholders or creditors, for any error of judgment, mistake of
law, or for any loss arising out of any investment, nor for any other act or
omission, in the performance of its obligations to the Trust or any applicable
Funds not involving willful misfeasance, bad faith, gross negligence or reck-
less disregard of its obligations and duties hereunder.
8. Miscellaneous Provisions.
Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
A.1.-4
<PAGE>
Amendments Hereof. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the Trust and INVESCO, and no material amendment of this Agreement shall be
effective until approved by the vote of a majority of the outstanding voting
securities of any Fund as to which such amendment is applicable; provided,
however, that this paragraph shall not prevent any immaterial amendment(s) to
this Agreement, which amendment(s) may be made without shareholder approval,
if such amendment(s) are made with the approval of (1) a majority of the
Trustees and (2) a majority of the Trustees of the Trust who are not inter-
ested persons of INVESCO or the Trust.
Severability. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or invalidity
shall not affect the validity or enforceability of the remainder of this
Agreement.
Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define
or limit the size, extent or intent of this Agreement or any provision hereof.
Application of Georgia Law. This Agreement and the application and interpre-
tation hereof shall be governed exclusively by the laws of the State of Geor-
gia.
9. Trustee and Shareholder Liability.
INVESCO EXPRESSLY AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, OR IN LAW, THAT IT WILL LOOK SOLELY TO THE ASSETS OF THE TRUST FOR ANY
OBLIGATIONS OF THE TRUST HEREUNDER AND NOTHING HEREIN SHALL BE CONSTRUED TO
CREATE ANY PERSONAL LIABILITY OF ANY TRUSTEE OR ANY SHAREHOLDER OF THE TRUST.
INVESCO EXPRESSLY ACKNOWLEDGES THAT THE DECLARATION OF TRUST ESTABLISHING THE
INVESCO TREASURER'S SERIES TRUST, DATED AS OF JANUARY 27, 1988, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS ON FILE IN
THE OFFICE OF THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES
THAT THE NAME INVESCO TREASURER'S SERIES TRUST REFERS TO THE TRUSTEES UNDER
THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT AS INDIVIDUALS OR PERSONAL-
LY; AND NO TRUSTEE, SHAREHOLDER, OFFICER, EMPLOYEE OR AGENT OF INVESCO TREA-
SURER'S SERIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, NOR SHALL RESORT
BE HAD TO THEIR PRIVATE PROPERTY FOR THE SATISFACTION OF ANY OBLIGATION OR
CLAIM OR OTHERWISE, IN CONNECTION WITH THE AFFAIRS OF SAID INVESCO TREASURER'S
SERIES TRUST, BUT THE "TRUST PROPERTY" (AS DEFINED IN THE DECLARATION) ONLY
SHALL BE LIABLE.
A.1.-5
<PAGE>
IN WITNESS WHEREOF, INVESCO and the Trust each has caused this Agreement to
be duly executed on its behalf by an officer thereunto duly authorized, the day
and year first above written.
INVESCO Capital Management, Inc.
By:
-------------------------------
President
ATTEST:
- -------------------------------------
Secretary
INVESCO TREASURER'S SERIES TRUST
By:
-------------------------------
President
ATTEST:
- -------------------------------------
Secretary
A.1.-6
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; MONEY MARKET FUNDS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
MONEY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
MARKET FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TAX-FREE High Level of INVESCO INVESCO .50% of the first .15% $58,199,973
MONEY FUND Current Income; Funds Trust $300 million;
Preservation of Group, Company .40% of the next
Capital and Inc. $200 million;
Liquidity; .30% over
Exempt from $500 million
Federal Tax
- -------------------------------------------------------------------------------------------------------
CASH High Level of INVESCO INVESCO .50% of the first .15% $703,240,532
RESERVES Current Income; Funds Trust $300 million;
FUND Preservation of Group, Company .40% of the next
Capital and Inc. $200 million;
Liquidity .30% over
$500 million
- -------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT High Level of INVESCO INVESCO .50% of the first .15% $77,458,340
MONEY FUND Current Income; Funds Trust $300 million;
Preservation of Group, Company .40% of the next
Capital and Inc. $200 million;
Liquidity .30% over
$500 million
- -------------------------------------------------------------------------------------------------------
CASH High Level of INVESCO INVESCO .50% .10% $19,283,604
MANAGEMENT Current Income; Services, Capital
PORTFOLIO Preservation of Inc. Management
Capital and
Liquidity
- -------------------------------------------------------------------------------------------------------
TREASURER'S High Level of INVESCO None .25% N/A $155,101,615
MONEY MARKET Current Income; Capital
RESERVE Preservation of Management,
FUND Capital and Inc.
Liquidity
- -------------------------------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE>
EXHIBIT B
FUNDS ADVISED BY THE ADVISER OR THE SUB-ADVISERS WITH SIMILAR INVESTMENT
OBJECTIVES AND STRATEGIES TO THOSE OF THE COMPANY; MONEY MARKET FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
MONEY 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
MARKET FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TREASURER'S High Level of INVESCO None .25% N/A $23,039,126
TAX-EXEMPT Current Income; Capital
RESERVE FUND Preservation of Management,
Capital and Inc.
Liquidity;
Exempt from
Federal Tax
- -----------------------------------------------------------------------------------------------
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-2
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, George S. Robinson, Jr. and
Tony D. Green, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Treasurer's Money Market
Reserve Fund (the "Fund") of INVESCO Treasurer's Series Trust. (the "Trust"), to
be held at the Denver Marriott Southeast, 6363 East Hampden Avenue, Denver,
Colorado 80222, on Friday, January 31, 1997, at 10:00 a.m. (Mountain Standard
Time) and at any adjournment thereof, upon the matters set forth below, all in
accordance with and as more fully described in the Notice of Special Meeting and
Proxy Statement, dated December 26, 1996, receipt of which is hereby
acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE "FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Capital Management, Inc. such agreement to take effect
only if the proposed merger of A I M Management Group, Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [_] Against [_] Abstain [_]
2. Proposal to elect eleven trustees of the Company.
Vote on Proposal
For [_] Against [_] Abstain [_]
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending December 31, 1997.
Vote on Proposal
For [_] Against [_] Abstain [_]
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, George S. Robinson, Jr. and
Tony D. Green, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of the Shareholders of the INVESCO Treasurer's Tax-Exempt
Reserve Fund (the "Fund") of INVESCO Treasurer's Series Trust. (the "Trust"), to
be held at the Denver Marriott Southeast, 6363 East Hampden Avenue, Denver,
Colorado 80222, on Friday, January 31, 1997, at 10:00 a.m. (Mountain Standard
Time) and at any adjournment thereof, upon the matters set forth below, all in
accordance with and as more fully described in the Notice of Special Meeting and
Proxy Statement, dated December 26, 1996, receipt of which is hereby
acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE "FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1. Proposal to approve a new investment advisory agreement between the Company
and INVESCO Capital Management, Inc., such agreement to take effect only if
the proposed merger of AIM Management Group, Inc. into a wholly-owned U.S.
subsidiary of INVESCO PLC is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect eleven trustees of the Company.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
3. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Company for the fiscal year ending December 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc., should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
