Registration No. 33-19862
Registration No. 811-5460
As filed on April ^ 25, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
Post-Effective Amendment No. ^ 17 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. ^ 21 X
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INVESCO TREASURER'S SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (800) 241-5477
Glen A. Payne, Esq.
7800 E. Union Avenue, Suite 800
Denver, Colorado 80237
(Name and Address of Agent for Service)
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Copies to:
Clifford J. Alexander
Kirkpatrick & Lockhart
1800 M Street NW
Washington, D.C. 20036
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Approximate Date of Proposed Public Offering: As soon as practicable after
this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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X on May 1, ^ 1997, pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on ______________, pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on ______________, pursuant to paragraph (a)(2) of rule 485
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If appropriate, check the following:
- ---- this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Registrant has previously elected to register an indefinite number of shares
pursuant to Rule 24f-2 under the Investment Company Act of 1940. Registrant's
Rule 24f-2 Notice for the fiscal year ended December 31, ^ 1996 was filed on or
about February ^ 18, 1997.
Page 1 of 138
Exhibit index is located at page 72
<PAGE>
INVESCO TREASURER'S SERIES TRUST
CROSS-REFERENCE SHEET
Form N-1A
Item Caption
Part A Prospectus
1 Cover Page
2 Annual Fund Expenses
3 Financial Highlights; ^ The Trust
4 Investment ^ Objectives and Policies; The Fund and Its
Management
5 The ^ Investment Adviser; Additional Information
5A Not Applicable
6 ^ Dividends, Capital Gain Distributions, and ^ Tax
Information; Miscellaneous
7 Summary; How to Buy Shares; Services Provided by the Fund
8 Summary; Redemption of Shares
9 Not Applicable
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 Officers and Trustees; The Advisory Agreement
13 Investment Objectives and Policies and Investment
Restrictions
14 Officers and Trustees
15 Officers and Trustees; Miscellaneous
16 Officers and Trustees; Miscellaneous
17 Investment Objectives and Policies and Investment
Restrictions
18 Miscellaneous
19 Computation of Net Asset Value; How to Buy Fund Shares;
Redemption of Shares (Prospectus); How to Redeem Shares
20 Tax Information
21 How Shares Can Be Purchased
22 ^ Calculation of Yield
23 ^ Miscellaneous
Part C Other Information
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
PROSPECTUS
May 1, ^ 1997
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
7800 East Union Avenue
Denver, Colorado 80237
Telephone: 404/892-0896
800/241-5477
INVESCO Treasurer's Series Trust (the "Trust") is an open-end management
investment company presently consisting of four separate funds, each of which
represents a separate portfolio of investments. This Prospectus relates to the
INVESCO Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt
Reserve Fund (the "Funds"), two portfolios that are designed especially for
treasurers and financial officers of corporations, financial institutions, and
fiduciary accounts. This Prospectus describes the operations of each of the
Funds, and is used to make a public offering of shares of beneficial interest of
both Funds.
The investment objective of each of the Funds is to achieve as high a level of
current income as is consistent with the preservation of capital and the
maintenance of liquidity. Each of the Funds has separate investment policies.
Each Fund's shares are offered at net asset value, which is expected, but cannot
be assured, to be maintained at a constant $1.00 per share. Shares of the Funds
are neither insured nor guaranteed by the U.S. ^ government.
INVESCO CAPITAL MANAGEMENT, INC.
Investment Adviser
INVESCO SERVICES, INC.
Distributor
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
This Prospectus is designed to set forth concisely the information that you
should know before investing in either of the Funds. A Statement of Additional
Information (dated May 1, ^ 1997) for the Funds has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. This
Statement is available without charge from INVESCO Services, Inc., 1315
Peachtree Street, N.E., Atlanta, Georgia 30309, telephone number 1-800-241-5477,
outside of Georgia; inside Georgia, 1-404-892-0896.
<PAGE>
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 FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES
OF THE FUNDS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
<PAGE>
PROSPECTUS
May 1, ^ 1997
TABLE OF CONTENTS Page
SUMMARY...................................................................... 6
ANNUAL FUND EXPENSES......................................................... 9
FINANCIAL HIGHLIGHTS......................................................... 10
THE TRUST.................................................................... 13
INVESTMENT OBJECTIVES AND POLICIES........................................... 13
Money Market Reserve Fund.............................................. 13
Tax-Exempt Reserve Fund................................................ 14
OTHER POLICIES RELEVANT TO THE FUNDS......................................... 16
INVESTMENT RESTRICTIONS...................................................... 19
THE INVESTMENT ADVISER....................................................... 22
THE DISTRIBUTOR.............................................................. 24
COMPUTATION OF NET ASSET VALUE............................................... 24
CAPITALIZATION............................................................... 25
DISTRIBUTIONS AND TAX INFORMATION............................................ 25
Distributions.......................................................... 25
Federal Taxes.......................................................... 25
Automatic Dividend Reinvestment Plan................................... 27
HOW TO BUY FUND SHARES....................................................... 27
Purchase by Wire....................................................... 28
Exchange Privilege..................................................... 29
Purchase by Telephone Orders........................................... 29
REDEMPTION OF SHARES......................................................... 30
Redemption by Check.................................................... 31
Redemption by Telephone................................................ 31
General................................................................ 32
SHAREHOLDER REPORTS.......................................................... 32
MISCELLANEOUS................................................................ 33
LEGAL OPINIONS............................................................... 34
APPENDIX A................................................................... 35
<PAGE>
SUMMARY
The Trust:
The Trust is a no-load open-end, diversified management investment company
that was organized under the laws of the Commonwealth of Massachusetts,
presently consisting of four separate funds, ^ each of which represents a
separate portfolio of investments. This Prospectus relates to the INVESCO
Treasurer's Money Market Reserve Fund (the "Money Fund") and the INVESCO
Treasurer's Tax-Exempt Reserve Fund (the "Tax-Exempt Fund") (collectively, the
"Funds"), two of the portfolios that are designed especially for the treasurers
and financial officers of corporations, financial institutions and fiduciary
accounts. This Prospectus describes the operations of the Money Fund and the
Tax-Exempt Fund. Each of the Funds has separate investment policies. The Funds
are designed especially for consideration by treasurers and financial officers
of corporations, financial institutions, and fiduciary accounts. The securities
offered by this Prospectus consist of shares of beneficial interests of both
Funds. Certain of the terms used in this Prospectus are defined in Appendix A.
Investment Objectives:
The investment objective of each of the Funds is to achieve as high a
level of current income as is consistent with the preservation of capital, the
maintenance of liquidity, and investing in high quality instruments. A summary
of how each Fund intends to accomplish its objective follows:
INVESCO Treasurer's Money Market Reserve Fund -- This Fund will attempt to
achieve its objective by investing in short-term money market instruments,
consisting of those issued or guaranteed by the U.S. ^ government or its
agencies or instrumentalities, obligations of financial institutions (such as
the following instruments determined to be readily marketable by the Investment
Adviser: certificates of deposit, time deposits and bankers' acceptances of
domestic and foreign banks, and funding agreements issued by domestic insurance
companies) which may include demand features, commercial paper, corporate debt
obligations other than commercial paper and loan participation agreements.
Corporate debt securities acquired by the Money Fund must be rated by at least
two nationally recognized statistical rating organizations ("NRSROs"), generally
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P") and Moody's Investors Services, Inc. ("Moody's"), in one of the two
highest rating categories (AAA or AA by S&P or Aaa or Aa by Moody's), or where
the obligation is rated only by S&P or Moody's, and not by any other NRSRO, such
obligation is rated AAA or AA by S&P or Aaa or Aa by Moody's. The Money Fund
will limit purchases of instruments issued by banks to those instruments issued
by a bank that meets the criteria discussed in the section of this Prospectus
entitled "Investment Objectives and Policies." The Money Fund limits investment
in foreign bank obligations to U.S. dollar denominated obligations of foreign
banks that have assets of at least $10 billion and have branches or agencies in
the U.S.
Commercial paper acquired by the Money Fund must be rated by at least two
NRSROs, generally S&P and Moody's, in the highest rating category (A-1 by S&P or
P-1 by Moody's), or, where the obligation is rated only by S&P or Moody's, and
not by any other NRSRO, such obligation is rated A-1 or P-1. Money market
instruments purchased by the Money Fund that are not rated must be determined by
the Adviser to be of equivalent credit quality to the rated securities in which
the Money Fund may invest. In the Adviser's opinion, obligations that are not
rated are not necessarily of lower quality than those that are rated but may be
less marketable and typically may provide higher yields. The Fund will invest in
such securities only when such investment is in accordance with the Fund's
<PAGE>
investment objective of achieving a high level of current income and when such
investment will not impair the Fund's ability to comply with requests for
redemptions.
INVESCO Treasurer's Tax-Exempt Reserve Fund -- This Fund will attempt to
achieve its objective by investing in the following instruments: short-term
municipal obligations consisting of tax anticipation notes, revenue anticipation
notes and bond anticipation notes; short-term municipal bonds; tax-exempt
commercial paper; and variable rate demand notes. Under normal market
conditions, this Fund will invest at least 80% of its net assets in municipal
obligations that pay interest free from federal income tax.
Municipal obligations other than municipal notes or commercial paper will
be purchased by the Tax-Exempt Fund only if backed by the full faith and credit
of the United States, or if they meet the rating requirements set forth below.
Municipal bonds must be rated by at least two NRSROs generally S&P and Moody's -
in one of the two highest rating categories (AAA or AA by S&P or Aaa or Aa by
Moody's), or where the bond is rated only by one NRSRO - generally S&P or
Moody's - in the single NRSRO's two highest rating categories (AAA or AA by S&P,
or Aaa or Aa by Moody's). Municipal notes or municipal commercial paper must be
rated in the highest rating category by at least two NRSROs, or where the notes
or paper is rated only by one NRSRO, in the highest rating category by that
NRSRO. If a security is unrated, the Fund may invest in such security if the
Adviser determines, in an analysis similar to that performed by Moody's or S&P
in rating similar securities and issuers, that the security is comparable to ^
securities eligible for investment by the Fund.
In order to enhance the liquidity, stability or quality of a municipal
obligation, the Tax-Exempt Fund may acquire a right to sell an obligation to
another party at a guaranteed price approximating par value, either on demand or
at specified intervals. The right to sell may form part of the obligation or be
acquired separately by the Tax-Exempt Fund. These rights may be referred to as
demand features, standby commitments or puts, depending on their characteristics
(collectively referred to as "Standby Commitments"), and may involve letters of
credit or other credit support arrangements supplied by domestic or foreign
banks supporting the other party's ability to repurchase the obligation from the
Tax-Exempt Fund.
In fulfillment of their investment objectives, and as part of their
investment strategy, both Funds may enter into repurchase agreements and invest
in bank participation interests and "when issued" securities. Both Funds may
also enter into reverse repurchase agreements, but only for the purpose of
obtaining funds for meeting redemption requests of shareholders. Both Funds may
also hold cash for temporary defensive purposes. (See "Investment Objectives and
Policies.")
Certain of the investments by the Funds may be considered "illiquid
securities." Each of the Funds has adopted an investment policy that prohibits
it from having more than 10% of its total assets invested in illiquid securities
(including restricted securities, repurchase agreements maturing in more than
seven days, time deposits without demand features having a stated maturity
greater than seven days, and funding agreements and participation interests
without demand features or for which there is not a readily available market).
Investment Adviser:
INVESCO Capital Management, Inc., a Delaware corporation and the Trust's
investment adviser (the "Adviser"), acts as investment adviser to other
investment companies and furnishes investment counseling services to private and
institutional clients. As to each Fund, the Trust pays the Adviser an advisory
<PAGE>
fee, accrued daily and paid monthly, equal to, on an annual basis, 0.25% of the
Fund's average daily net asset value ^.
Principal Underwriter and Distributor:
INVESCO Services, Inc. (the "Distributor") serves as the principal
underwriter and distributor of shares of the Trust. Currently, ^ the Distributor
also furnishes distribution and investment advisory services to one other
investment company consisting of six portfolios.
Purchases:
Each Fund's shares are offered at net asset value, which is expected to be
maintained at a constant $1.00 per share. There is no assurance, however, that a
Fund will be able to maintain a net asset value of $1.00 per share. The minimum
initial purchase of shares required by the Trust is $1,000,000. In determining
the minimum required, subscribers will be given credit for amounts which they
have invested in either of the Funds. Shares must be purchased by good funds (as
defined under "How to Buy Fund Shares"). The Trust reserves the right to reduce
or to waive the minimum purchase requirements in certain cases. Subsequent
investments in any of the Funds may be made in amounts of $100,000 or more at
any time. Shares may be purchased through the Distributor, acting as agent for
the Trust. Purchase orders may also be placed through member firms of the
National Association of Securities Dealers, Inc. ("NASD"), who may charge a
reasonable handling fee. Such handling fees can be avoided by investing directly
with the Trust. There are no charges imposed by the Trust or the Distributor on
purchases of Trust shares. (See "How to Buy Fund Shares.")
Redemptions:
The amount paid upon redemption will be the net asset value per share next
determined after the redemption request is received in proper form. If a
redemption request is received by 11:30 a.m. (New York time) on a normal
business day, proceeds will normally be wired that day, if requested by the
shareholder, but no dividend will be earned on the redeemed shares on that day.
Proceeds on redemption requests received after 11:30 a.m. (New York time) will
be sent the next business day when net asset value is determined and will earn
any dividends paid on the redeemed shares up to but not including the day on
which such shares are redeemed. There is no charge imposed in connection with
the redemption of shares. The Trust has the right to redeem shareholder accounts
that fall below a minimum level ($500,000 or less) as a result of redemptions of
shares. (See "Redemption of Shares.")
Dividends:
The Trust intends to declare dividends daily. All dividends paid to a
shareholder will be reinvested automatically in additional Fund shares pursuant
to the Trust's Automatic Dividend Reinvestment Plan unless the shareholder
specifically elects to receive declared dividends in cash. (See "Automatic
Dividend Reinvestment Plan.")
<PAGE>
ANNUAL FUND EXPENSES
Money Fund and Tax-Exempt Fund
Shareholder Transaction Expenses
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Sales load "charge" on purchases None
Sales load "charge" on reinvested None
dividends
Redemption fees None
Exchange fees None
Annual Operating Expenses of the Money
and Tax-Exempt Funds (as a percentage of
average net assets) for the year ended
December 31,^ 1996.
- ----------------------------------------
Tax-Exempt
Money Fund Fund
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Investment Management Fees and Total
Operating Expenses* 0.25% 0.25%
12b-1 Fee None None
*Pursuant to the Trust's investment advisory agreement, the Trust's investment
adviser is responsible for the payment of all of the Trust's expenses other than
payment of advisory fees, taxes, interest, and brokerage commissions.
Examples:
Money Fund
A shareholder would pay the following expenses on a $1000 investment for
the periods shown, assuming a 5% annual return, and redemption at the end of
each time period:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$3 $8 $14 $32
Tax-Exempt Fund
A shareholder would pay the following expenses on a $1000 investment for
the periods shown, assuming a 5% annual return, and redemption at the end of
each time period:
<PAGE>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$3 $8 $14 $32
The purpose of the foregoing tables is to assist investors in
understanding the various costs and expenses that an investor in the Funds will
bear directly or indirectly. For a more detailed description of the investment
management fees, see "The Investment Adviser" section of this prospectus.
The Examples set forth above assume reinvestment of all dividends and
distributions. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE MORE 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.
FINANCIAL HIGHLIGHTS
^
The following selected per share data and ratios for the ^ eight years
ended December 31, ^ 1996, have been audited by Price Waterhouse LLP,
independent accountants. Prior period information was audited by another
independent accounting firm. This information should be read in conjunction with
the audited financial statements and the Report of Independent Accountants
thereon appearing in the Trust's ^ 1996 Annual Report to Shareholders which is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by writing INVESCO Services, Inc. at 1315 Peachtree
Street, N.E., Atlanta, Georgia; or by calling 1-800-241-5477.
<PAGE>
INVESCO Treasurer's Series Trust
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Period
Ended
December
Year Ended December 31 31
--------------------------------------------------------------------------------- --------
1996 1995 1994 1993 1992 1991 1990 1989 1988^
Treasurer's Money Market Reserve Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
--------------------------------------------------------------------------------- --------
INCOME AND DISTRIBUTIONS
FROM INVESTMENT OPERATIONS
Net Investment Income Earned
and Distributed to
Shareholders 0.05 0.06 0.04 0.03 0.04 0.06 0.08 0.09 0.03
Net Asset Value -
End of Period 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
================================================================================= ========
TOTAL RETURN 5.30% 5.82% 4.13% 2.92% 3.57% 6.04% 8.39% 9.53% 4.37%*
RATIOS
Net Assets - End of Period
($000 Omitted) $113,281 $141,885 $93,131 $102,822 $117,711 $173,138 $278,236 $176,917 $64,416
Ratio of Expenses to
Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.22% 0.20%~
Ratio of Net Investment
Income to Average
Net Assets 5.17% 5.71% 4.02% 2.88% 3.54% 5.97% 8.08% 9.03% 8.27%~
</TABLE>
^ From April 27, 1988, commencement of operations, to December 31, 1988.
* Based on operations for the period shown and, accordingly, is not
representative of a full year.
~ Annualized
<PAGE>
INVESCO Treasurer's Series Trust
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
Period
Ended
December
Year Ended December 31 31
---------------------------------------------------------------------------------- --------
1996 1995 1994 1993 1992 1991 1990 1989 1988^
Treasurer's Tax-Exempt Reserve Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
---------------------------------------------------------------------------------- --------
INCOME AND DISTRIBUTIONS
FROM INVESTMENT OPERATIONS
Net Investment Income
Earned and Distributed
to Shareholders 0.03 0.04 0.03 0.02 0.03 0.05 0.06 0.07 0.02
Net Asset Value -
End of Period 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
================================================================================== ========
TOTAL RETURN 3.45% 3.90% 2.81% 2.30% 2.88% 4.57% 6.05% 6.53% 2.98%*
RATIOS
Net Assets - End of Period
($000 Omitted) $23,386 $21,928 $19,716 $27,261 $60,717 $78,552 $61,981 $67,806 $86,163
Ratio of Expenses to
Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.21% 0.20%~
Ratio of Net Investment
Income to Average
Net Assets 3.40% 3.86% 2.69% 2.28% 2.84% 4.48% 5.90% 6.33% 5.72%~
</TABLE>
^ From April 27, 1988, commencement of operations, to December 31, 1988.
* ^ Based on operations for the period shown and, accordingly, is not
representative of a full year.
~ Annualized
<PAGE>
THE TRUST
The Trust is a no-load, open-end, diversified management investment
company. The Trust's address is 7800 East Union Avenue, Denver, Colorado 80237.
The Trust was organized on January 27, 1988, under the laws of the Commonwealth
of Massachusetts as a Massachusetts business trust. The Trust has one class of
shares that may be divided into different series, each representing an interest
in a separate portfolio of investments. Presently, the Trust has four separate
portfolios of investments. This Prospectus describes the INVESCO Treasurer's
Money Market Reserve Fund ("Money Fund") and the INVESCO Treasurer's Tax-Exempt
Reserve Fund ("Tax-Exempt Fund") (collectively, the "Funds").
From time to time the Funds advertise their respective "yield" and
"effective yield." The "yields" shown are based on historical earnings and are
not intended to indicate future performance. Annualized net yields for the seven
days ended December 31, ^ 1996 for the Money Fund and the Tax-Exempt Fund were ^
5.55% and ^ 4.02%, respectively. The yield of a Fund refers to the net income
generated by the investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then annualized. That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
Average portfolio maturities for the Money Fund and Tax-Exempt Fund were ^
8 days and 5 days, respectively, at December 31, ^ 1996.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each of the Funds is to achieve as high a
level of current income as is consistent with the preservation of capital and
the maintenance of liquidity. Each Fund's assets are invested in securities
having maturities of 397 days or less, and the dollar weighted average maturity
of the portfolio will not exceed 90 days. The Funds buy only securities
determined by the ^ Adviser, pursuant to procedures approved by the Board of ^
Trustees to be of high quality with minimal credit risk and that are eligible
for investment by the Funds under applicable U.S. Securities and Exchange
Commission ("SEC") rules. See Appendix A for descriptions of the investment
instruments referred to below, as well as discussions of the degrees of risk
involved in purchasing these instruments.
INVESCO Treasurer's Money Market Reserve Fund -- The Money Fund attempts
to achieve its objective by investing in money market instruments, consisting
of: short-term money market instruments issued or guaranteed by the U.S.
<PAGE>
^ government or its agencies or instrumentalities, obligations of financial
institutions (such as the following instruments determined to be readily
marketable by the Investment Adviser: certificates of deposit, time deposits and
bankers' acceptances of domestic and foreign banks, and funding agreements
issued by domestic insurance companies) which may include demand features,
corporate debt securities, other than commercial paper and loan participation
agreements. Corporate debt securities acquired by the Money Fund must be rated
by at least two NRSROs - generally ^ S&P and Moody's - in one of the two highest
rating categories (AAA or AA by S&P or Aaa or Aa by Moody's), or where the
obligation is rated only by S&P or Moody's, and not by any other NRSRO, such
obligation is rated AAA or AA by S&P, or Aaa or Aa by Moody's. The Money Fund
limits purchases of instruments issued by banks to those instruments which are
rated in one of the two highest categories by a nationally recognized
statistical rating organization, and which are issued by banks which have total
assets in excess of $4 billion and meet other criteria established by the board
of trustees. The Money Fund limits investments in foreign bank obligations to
U.S. dollar denominated obligations of foreign banks which have assets of at
least $10 billion, have branches or agencies in the U.S., and meet other
criteria established by the board of trustees. From time to time, on a temporary
basis for defensive purposes, the Money Fund may hold cash.
Commercial paper acquired by ^ the Fund must be rated by at least two
NRSROs, generally S&P and Moody's, in the highest rating category (A-1 by S&P or
P-1 by Moody's), or, where the obligation is rated by only S&P or Moody's and
not by any other NRSRO, such obligation is rated A-1 or P-1. Money market
instruments purchased by the Money Fund which are not rated by any NRSRO must be
determined by the Adviser to be of equivalent credit quality to the rated
securities in which the Money Fund may invest. In the Adviser's opinion,
obligations that are not rated are not necessarily of lower quality than those
which are rated; however, they may be less marketable and typically may provide
higher yields. The Fund invests in unrated securities only when such an
investment is in accordance with the Fund's investment ^ objective of achieving
a high level of current income and when such investment will not impair the
Fund's ability to comply with requests for redemptions.
INVESCO Treasurer's Tax-Exempt Reserve Fund -- The Tax-Exempt Fund will
attempt to achieve its objective by investing in short-term instruments the
interest on which is exempt from federal taxation, consisting of: short-term
municipal obligations, such as tax anticipation notes, revenue anticipation
notes and bond anticipation notes; tax-exempt commercial paper; and variable
rate demand notes. It is the intention of this Fund to qualify to pay
exempt-interest dividends for federal tax purposes. There can be no assurance
that this Fund will qualify each year to pay exempt-interest dividends.
<PAGE>
It is a fundamental policy of the Fund that, under normal market
conditions, it will have at least 80% of its net assets invested in municipal
obligations that, based on the opinion of counsel to the issuer, pay interest
free from federal income tax. It is the Tax-Exempt Fund's present intention (but
not a fundamental policy) to invest its assets so that substantially all of its
annual income will be tax-exempt. This Fund may invest in municipal obligations
whose interest income may be specially treated as a tax preference item under
the alternative minimum tax ("AMT"). Securities that generate income that is a
tax preference item may not be counted towards the 80% tax exempt threshold
described above. Tax-exempt income may result in an indirect tax preference item
for corporations, which may subject an investor to liability under the ^ AMT
depending on its particular situation. This Fund, however, will not invest more
than 20% of its net assets in obligations the interest from which gives rise to
a preference item for the purpose of the ^ AMT and in other investments subject
to Federal income tax. Distributions from this Fund may be subject to state and
local taxes.
Municipal bonds purchased by the Tax-Exempt Fund must be rated by at least
two NRSROs - generally S&P and Moody's - in ^ the ^ highest rating ^ category
(AAA or AA by S&P or Aaa or Aa by Moody's), or ^ by one NRSRO if such
obligations are rated by only one NRSRO. Municipal notes or municipal commercial
paper must be rated in the highest rating category by at least two NRSROs, or
where the note or paper is rated only by one NRSRO, in the highest rating
category by that NRSRO. If a security is unrated, the Fund may invest in such
security if the Adviser determines, in an analysis similar to that performed by
Moody's or S&P in rating similar securities and issuers, that the security is
comparable to that eligible for investment by the Fund.
In order to enhance the liquidity, stability or quality of a municipal
obligation, the Tax-Exempt Fund may acquire a right to sell an obligation to
another party at a guaranteed price approximating par value, either on demand or
at specified intervals. The right to sell may form part of the obligation or be
acquired separately by the Tax-Exempt Fund. These rights may be referred to as
demand features, standby commitments or puts, depending on their characteristics
(collectively referred to as "Standby Commitments"), and may involve letters of
credit or other credit support arrangements supplied by domestic or foreign
banks supporting the other party's ability to purchase the obligation from the
Tax-Exempt Fund. The Tax-Exempt Fund will acquire these rights solely to
facilitate portfolio liquidity and does not intend to exercise such rights for
trading purposes. In considering whether an obligation meets the Tax-Exempt
Fund's quality standards, the Fund may look to the creditworthiness of the party
providing the right to sell or to the quality of the obligation itself. The
acquisition of a Standby Commitment will not affect the valuation of the
underlying obligation which will continue to be valued in accordance with the
amortized cost method of valuation (see the "Computation of Net Asset Value"
<PAGE>
section of this prospectus). For additional information concerning these
rights, see Statement of Additional Information under "Investment Objectives and
Policies."
From time to time, on a temporary basis for defensive purposes, the
Tax-Exempt Fund may also hold 100 percent of its assets in cash or invest in
taxable short term investments ("taxable investments") consisting of:
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper limited to obligations which are rated by at least two NRSROs
generally S&P and Moody's - in the highest rating category (A-1 by S&P and P-1
by Moody's), or ^ by one NRSRO if such obligations are rated by only one NRSRO;
certificates of deposit of U.S. domestic banks, including foreign branches of
domestic banks meeting the criteria described in the discussion of the Money
Fund; time deposits; and repurchase agreements with respect to any of the
foregoing with registered broker-dealers, registered government securities
dealers or banks meeting the criteria described in the discussion of the Money
Fund.
OTHER POLICIES RELEVANT TO THE FUNDS
The Trust, on behalf of each of the Funds, may enter into repurchase
agreements and reverse repurchase agreements. (See Appendix A to this Prospectus
for a discussion of these agreements and the risks involved with such
transactions.) The Funds will enter into repurchase agreements and reverse
repurchase agreements only with banks which meet the criteria for banks
discussed above and with registered broker-dealers or registered government
securities dealers which have outstanding either commercial paper or other debt
obligations rated in the highest rating category by at least two NRSROs or by
one NRSRO if such obligations are rated by only one NRSRO. The Adviser will
monitor the creditworthiness of such entities in accordance with procedures
adopted and monitored by the ^ board of trustees. The Funds will enter into
repurchase agreements whenever, in the opinion of the Adviser, such transactions
would be advantageous to the Funds. Repurchase agreements afford an opportunity
for the Funds to earn a return on temporarily available cash. The Funds will
enter into reverse repurchase agreements only for the purpose of obtaining funds
necessary for meeting redemption requests of shareholders. Interest earned by
the Funds on repurchase agreements would not be tax-exempt, and thus would
constitute taxable income.
The Money Fund may purchase loan participation interests in all or part of
specific holdings of corporate debt obligations. The issuer of such debt
obligations is also the issuer of the loan participation interests into which
the obligations have been apportioned. The Money Fund will purchase only loan
participation interests issued by companies whose commercial paper is currently
rated, as determined by the investment adviser, in the highest rating category
by at least two NRSROs, generally S&P and Moody's (A-1 by S&P or P-1 by
Moody's), or where such instrument is rated only by S&P or Moody's and not by
<PAGE>
any other NRSRO, such instrument is rated A-1 or P-1. Such loan
participation interests will only be purchased from banks which meet the
criteria for banks discussed above and registered broker-dealers or registered
government securities dealers which have outstanding either commercial paper or
other short-term debt obligations rated in the highest rating category by at
least two NRSROs or by one NRSRO if such obligation is rated by only one NRSRO.
Such banks and security dealers are not guarantors of the debt obligations
represented by the loan participation interests, and therefore are not
responsible for satisfying such debt obligations in the event of default.
Additionally, such banks and securities dealers act merely as facilitators, with
regard to repayment by the issuer, with no authority to direct or control
repayment. The Money Fund will attempt to ensure that there is a readily
available market for all of the loan participation interests in which it
invests. The Money Fund's investments in loan participation interests for which
there is not a readily available market are considered to be investments in
illiquid securities.
Each Fund has adopted an investment policy that prohibits ^ the ^ Fund
from having more than 10% of its total assets invested in illiquid securities
(including restricted securities, repurchase agreements maturing in more than
seven days, time deposits without demand features having a stated maturity
greater than seven days, and participation interests and funding agreements
without demand features, for which there is not a readily available market).
The Money Fund, but not the Tax-Exempt Fund, may maintain time deposits in
and invest in U.S. dollar denominated certificates of deposit issued by foreign
banks and foreign branches of U.S. banks. The Money Fund limits investments in
foreign bank obligations to U.S. dollar denominated obligations of foreign banks
which have more than $10 billion in assets, have branches or agencies in the
U.S., and meet other criteria established by the board of trustees. Investments
in foreign securities involve special considerations. There is generally less
publicly available information about foreign issuers since many foreign
countries do not have the same disclosure and reporting requirements as are
imposed by the U.S. securities laws. Moreover, foreign issuers are generally not
bound by uniform accounting and auditing and financial reporting requirements
and standards of practice comparable to those applicable to domestic issuers.
Such investments may also entail the risks of possible imposition of dividend
withholding or confiscatory taxes, possible currency blockage or transfer
restrictions, expropriation, nationalization or other adverse political or
economic developments, and the difficulty of enforcing obligations in other
countries.
The Money Fund may also invest in bankers' acceptances, time deposits and
certificates of deposit of U.S. branches of foreign banks and foreign branches
of U.S. banks. Investments in instruments of U.S. branches of foreign banks will
be made only with branches that are subject to the same regulations as U.S.
<PAGE>
banks. Investments in instruments issued by a foreign branch of
a U.S. bank will be made only if the investment risk associated
with such investment is the same as that involving an investment in
instruments issued by the U.S. parent, with the U.S. parent
unconditionally liable in the event that the foreign branch ^
fails to pay on the investment for any reason.
Each Fund may purchase securities on a "when-issued" basis, with payment
and delivery to be made at a later date, generally within one month, but in no
event later than 45 days. The price and yield are normally fixed on the date of
the purchase commitment, and the value of the security is thereafter reflected
in the applicable Fund's net asset value computations. During the period between
purchase and settlement, no payment is made by the Fund and no interest accrues
to the Fund. At the time of settlement, the market value of the security may be
more or less than the purchase price. Each Fund will maintain, at all times, a
segregated account holding cash or liquid debt securities in an amount equal to
the aggregate amount due on settlement date for all "when-issued" transactions.
Any securities in such segregated account will be marked to market on a daily
basis. Such segregated securities either will mature or, if necessary, be sold
on or before the settlement date. ^ A Fund will not invest more than 10% of ^
its total assets in "when issued" securities.
The Money Fund may also invest in funding agreements issued by domestic
insurance companies. Such funding agreements will only be purchased from
insurance companies which have outstanding an issue of long-term debt securities
rated AAA or AA by S&P, or Aaa or Aa by Moody's. In all cases, the Fund will
attempt to obtain the right to demand payment, on not more than seven days'
notice, for all or any part of the amount subject to the funding agreement, plus
accrued interest. The Fund intends to execute its right to demand payment only
as needed to provide liquidity to meet redemptions, or to maintain a high
quality investment portfolio. The Fund's investments in funding agreements that
do not have this demand feature, or for which there is not a readily available
market, are considered to be investments in illiquid securities.
Diversification. Since the Trust is a diversified investment company under
the Investment Company Act of 1940, it must have at least 75% of the value of
the total assets of each Fund represented by a combination of cash and cash
items, government securities, securities of other investment companies and other
securities which represent, in the case of any one issuer, no more than 5% of
the value of each Fund's total assets. The Trust may not change from a
diversified to a non-diversified investment company without the approval of a
majority of each affected Fund's outstanding voting securities, with "majority"
defined as described under the "Investment Restrictions" section of this
prospectus.
Portfolio Securities Loans. The Trust, on behalf of each of
the Funds, may lend limited amounts of its portfolio securities
(not to exceed 20% of a ^ Fund's total assets) to broker-dealers or other
<PAGE>
institutional investors. While there may be delays in recovery of loaned
securities or even a loss of rights in collateral should the borrower fail
financially, loans will be made only to firms deemed by the Adviser to be of
good standing and will not be made unless, in the judgment of the Adviser, the
consideration to be earned from such loans would justify the risk. The Adviser
will evaluate the creditworthiness of such borrowers in accordance with
procedures adopted and monitored by the ^ board of trustees. It is expected that
the Trust, on behalf of the applicable Fund, will use the cash portions of loan
collateral to invest in short-term income producing securities for the Fund's
account and that the Trust may share some of the income from these investments
with the borrower. See "Portfolio Securities Loans" at Appendix A to this
Prospectus.
For an additional discussion of each Fund's fundamental investment
policies, see the "Investment Restrictions" section of this prospectus.
General. No assurance is or can be given that any Fund will accomplish its
investment objective, as there is some degree of uncertainty in every
investment. An increase in interest rates will generally reduce the value of
portfolio investments in the Funds, and a decline in interest rates will
generally increase the value of each Fund's portfolio investments.
INVESTMENT RESTRICTIONS
The Trust, on behalf of each of the Funds, has adopted the following
investment restrictions, all of which are fundamental policies and may not be
changed without the approval of the holders of a majority of the Trust's
outstanding voting securities, or if the policy relates only to a specific Fund,
that Fund's outstanding voting securities (which in this Prospectus means, as to
the Trust or each Fund (as applicable), the vote of the lesser of (i) 67% or
more of the voting securities present at a meeting, if the holders of more than
50% of the outstanding voting securities are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities). The Trust, on behalf
of each of the Funds, may not:
(1) Invest in the securities of issuers (excluding (i) municipal
obligations for the Tax-Exempt Fund only, (ii) bankers'
acceptances, time deposits and certificates of deposit of
domestic branches of U.S. banks and, as to the Money Fund
only, U.S. branches of foreign banks and foreign branches of
U.S. banks, provided that the U.S. branches are subject to
sufficient regulation by government bodies that they can be
considered U.S. banks, and the obligations of the foreign
branches qualify as unconditional obligations of the U.S.
parent, and (iii) U.S. Government obligations) conducting
their principal business activity in the same industry, if
immediately after such investment the value of a Fund's
investments in such industry would represent 25% or more of the value of
<PAGE>
such Fund's total assets. It should be noted that from time to time, the
Tax-Exempt Fund may invest more than 25% of the value of its total assets
in industrial development bonds which, although issued by industrial
development authorities, may be backed only by the assets and revenues of
the non-governmental users. The Tax-Exempt Fund may invest more than 25%
of the value of its total assets in municipal obligations which are
related in such a way that an economic, business or political development
or change affecting one such security also would affect the other
securities; for example, securities the interest upon which is paid from
revenues of similar types of projects, or securities whose issuers are
located in the same state.
(2) As to 75% of the assets of the Tax-Exempt Fund, and 100% of the assets of
the Money Reserve Fund, invest in the securities of any one issuer, other
than U.S. Government obligations, if immediately after such investment
more than 5% of the value of a Fund's total assets, taken at market value,
would be invested in such issuer.
(3) Underwrite securities of other issuers, except insofar as it may
technically be deemed an "underwriter" under the Securities Act of 1933,
as amended, in connection with the disposition of a Fund's portfolio
securities.
(4) Invest in companies for the purpose of exercising control or
management.
(5) Issue any class of senior securities or borrow money, except
borrowings from banks for temporary or emergency purposes not
in excess of 10% of the value of a Fund's net assets (not
including the amount borrowed) at the time the money is
borrowed. The Funds are permitted to borrow money only for
the purpose of meeting redemption requests which might
otherwise require the untimely disposition of securities.
Borrowing is allowed as long as the cost of borrowing is less
than the income which would be lost should securities be sold
to meet the redemption requests. While in a borrowed position
(including reverse repurchase agreements), the Funds may not
make purchases of securities. The Funds may enter into
reverse repurchase agreements only for the purpose of
obtaining funds necessary for meeting redemption requests.
(6) Mortgage, pledge, hypothecate or in any manner transfer as security for
indebtedness any securities owned or held except to secure funds borrowed
and then only to an extent not greater than 10% of the value of the
applicable Fund's total assets.
(7) Make short sales of securities or maintain a short position.
(8) Purchase securities on margin, except that a Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and
sales of portfolio securities.
<PAGE>
(9) Purchase or sell real estate or interests in real estate.
(10) Purchase or sell commodities or commodity contracts.
(11) Make loans to other persons, provided that a Fund may purchase debt
obligations consistent with its investment objectives and policies, may
lend limited amounts (not to exceed 20% of its total assets) of its
portfolio securities to broker-dealers or other institutional investors,
and may enter into repurchase agreements.
(12) Purchase securities of other investment companies except (i)
in connection with a merger, consolidation, acquisition or
reorganization, or (ii) by purchase in the open market of
securities of open-end investment companies involving only
customary brokers' commissions and only if immediately
thereafter (i) no more than 3% of the voting securities of any
one investment company are owned by a Fund, (ii) no more than
5% of the value of the total assets of a Fund would be
invested in any one investment company, and (iii) no more than
10% of the value of the total assets of a Fund would be
invested in the securities of such investment companies.
Subject to these conditions, the Funds intend to invest only
in no-load money market funds not advised by the Adviser or
any company affiliated with the adviser which meet the
requirements of Rule 2a-7 and which do not incur any
distribution expenses. Investors in the Funds should note
that such no-load money market funds will pay an advisory fee
and incur other operational expenses.
(13) Enter into repurchase agreements if more than 10% of the
applicable Fund's net assets will be invested in repurchase
agreements and in participation interests without demand
features, time deposits having a stated maturity greater than
seven days, securities having legal or contractual
restrictions on resale, securities for which there is no
readily available market, or in other illiquid securities.
The term "illiquid securities" includes any security which
cannot be disposed of promptly and in the ordinary course of
business without taking a reduced price. A security is
considered illiquid if a Fund cannot receive the amount at
which it values the instrument within seven days.
Additional investment restrictions adopted by the Trust on behalf of the
Funds and which may be changed by the Trustees at their discretion provide that
the Trust, on behalf of each of the Funds, may not:
(1) Write, purchase or sell puts, calls, straddles, spreads or
combinations thereof. However, in order to enhance the
liquidity of a municipal obligation, the Tax-Exempt Fund may
acquire Standby Commitments. See the "Investment Objectives
and Policies" section of this prospectus.
<PAGE>
(2) Purchase or sell interests in oil, gas or other mineral leases or
exploration or development programs. A Fund, however, may purchase or sell
securities issued by entities which invest in such interests.
(3) Invest more than 5% of a Fund's total assets in securities of companies
having a record, together with predecessors, of less than three years of
continuous operation.
(4) Purchase or sell warrants.
(5) Purchase or retain the securities of any issuer if any individual officers
and trustees/directors of the Trust, the Adviser, or any subsidiary
thereof owns individually more than 0.5% of the securities of that issuer
and if all such officers and trustees/directors together own more than 5%
of the securities of that issuer.
(6) Engage in arbitrage transactions.
THE INVESTMENT ADVISER
The investment adviser to the Trust is INVESCO Capital Management, Inc., a
Delaware corporation (sometimes referred to as the "Adviser"), having its
principal office at 1315 Peachtree Street, N.E., Atlanta, Georgia 30309. The
Adviser is an indirect subsidiary of ^ AMVESCO PLC. AMVESCO PLC is a
publicly-traded holding company that, through its subsidiaries, engages in the
business of investment management on an international basis. INVESCO PLC changed
its name to AMVESCO PLC on March 3, 1997 as part of a merger between a direct
subsidiary of INVESCO PLC and A I M Management Group Inc., thus creating one of
the largest independent investment management businesses in the world. Subject
to obtaining shareholder approval at its regular Annual Shareholder Meeting, the
board of directors of AMVESCO PLC has concluded that the corporate name should
be changed to AMVESCAP PLC effective May 8, 1997. INVESCO Capital Management,
Inc. will continue to operate under its existing name. AMVESCO PLC has
approximately $165 billion in assets under management. The Adviser also has an
advisory office in Coral Gables, Florida and a marketing and client service
office in San Francisco.
The Adviser is the sponsor and will provide general investment advice and
portfolio management to the Trust and the Funds. The Adviser currently manages
in excess of ^ $40 billion of assets for its customers, and it believes it has
one of the nation's largest discretionary portfolios of tax-exempt accounts
(such as pension and profit-sharing funds for corporations and state and local
governments). In addition, the Adviser furnishes investment advice to the
following other investment companies: INVESCO Value Trust, INVESCO Variable
Investment Funds, Inc.-Total Return Portfolio, The Target Portfolio Trust-Large
Capitalization Value Portfolio, The Chaconia Growth and Income Fund and INVESCO
Advisor Funds, Inc.
<PAGE>
The Adviser furnishes investment advice to a total of ^ 10 investment
companies, consisting of ^ 45 different portfolios. Certain customers of the
Adviser may have similar investment objectives to those of particular mutual
funds. Portfolios are supervised by investment managers who utilize the
Adviser's facilities for investment research and analysis, review of current
economic conditions and trends, and consideration of long-range investment
policy matters.
Under its Investment Advisory Agreement (the "Agreement") with the Trust,
the Adviser, subject to the supervision of the Trustees of the Trust, and in
conformance with each Fund's stated policies, is to manage the investment
operations and portfolios of the Funds. In this regard, it ^ is the
responsibility of the Adviser not only to make investment decisions for the
Funds, but also to place the purchase and sale orders for the portfolio
transactions of the Funds. (See Statement of Additional Information under
"Brokerage and Portfolio Transactions.") The Adviser is also responsible for
furnishing to the Trust, at the Adviser's expense, the services of persons
believed to be competent to perform all executive and other administrative
functions required by the Trust to conduct its business effectively, as well as
the offices, equipment and other facilities necessary for its operations. Such
functions include the maintenance of the Trust's accounts and records, and the
preparation of all requisite corporate documents such as tax returns and reports
to the ^ SEC and shareholders.
Under the Agreement, the Adviser is responsible for the payment of all of
the Funds' expenses, other than payment of advisory fees, taxes, ^ interest and
brokerage commissions. Such expenses include, without limitation, organizational
expenses, compensation of officers, trustees and employees, legal and auditing
expenses, the fees and expenses of the Trust's custodian and transfer agent, and
the expenses of printing and mailing reports and notices to Trust shareholders.
For the services to be rendered and the expenses to be assumed by the Adviser
under the Agreement, the Trust will pay to the Adviser an advisory fee which
will be computed daily and paid as of the last day of each month on the basis of
each Fund's daily net asset value, using for each daily calculation the most
recently determined net asset value of the Funds. (See "Computation of Net Asset
Value.") On an annual basis, the advisory fee paid by each Fund, accrued daily
and paid monthly, is equal to 0.25% of the Fund's average daily net asset value
^. For additional information concerning the Agreement, see Statement of
Additional Information under "The Advisory Agreement."
The following individual serves as portfolio manager for the Funds and is
primarily responsible for the day-to-day management of the Fund's portfolios:
<PAGE>
Money Market Reserve Fund and
Tax-Exempt Reserve Fund
- -----------------------------
George S. Robinson Portfolio manager of the Money
Market Reserve Fund and Tax-Exempt
Reserve Fund since 1988; formerly
(1986 to 1987) Vice President of
Citicorp Investment Bank; began
investment career in 1965.
The Adviser permits investment and other personnel to purchase and sell
securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires investment and other personnel to
conduct their personal investment activities in a manner that the Adviser
believes is not detrimental to the Funds or the Adviser's other advisory
clients. See "The Advisory Agreement" section of the Statement of Additional
Information for more detailed information.
THE DISTRIBUTOR
INVESCO Services, Inc., the Trust's distributor (the "Distributor"), a
Georgia corporation, is the principal underwriter and distributor of the shares
of the Funds under a Distribution Agreement dated as of ^ February 28, 1997. All
of the Distributor's outstanding shares of voting stock are owned by the
Adviser. The Distributor is also the sponsor of, investment adviser to and the
principal underwriter for one investment company consisting of six portfolios.
The Distributor acts as agent upon the receipt of orders from investors. The
Distributor's principal office is located at 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
COMPUTATION OF NET ASSET VALUE
The net asset value per share of each of the Funds is determined daily as
of 11:30 a.m. (New York time) on each day that the New York Stock Exchange is
open for trading and at such other times and/or on such other days as there is
sufficient trading in the portfolio securities of the Fund such that its net
asset value might be affected materially. Net asset value per share is
determined by adding the value of all assets of each Fund, deducting its actual
and accrued liabilities, and dividing by the number of shares outstanding.
Each Fund seeks to maintain a constant net asset value of $1.00 per share
by utilizing the amortized cost method of valuing portfolio securities. There
can be no assurance that the Funds will be able to maintain a net asset value of
$1.00 per share. Under the amortized cost method of valuation, securities are
valued at cost on the date of purchase. Thereafter, the value of the security is
increased or decreased incrementally each day so that at maturity any purchase
discount or premium is fully amortized and the value of the security is equal to
its principal. As a result of minor shifts in the market value of a Fund's
portfolio securities, the amortized cost method may result in periods during
<PAGE>
which the amortized cost value of the securities may be higher or lower than
their market value. This would result in the yield on a shareholder's investment
being higher or lower than that which would be recognized if the net asset value
of a Fund's portfolio was not constant and was permitted to fluctuate with the
market value of its portfolio securities. It is believed that any such
differences will normally be minimal.
CAPITALIZATION
There are no conversion or preemptive rights in connection with any shares
of the Funds, nor are there cumulative voting rights with respect to the shares
of any such Fund. Each issued and outstanding share of each Fund is entitled to
participate equally in dividends and distributions declared by such Fund, and
upon liquidation or dissolution, in the net assets of such Fund remaining after
satisfaction of outstanding liabilities. The Trust's Declaration of Trust
provides that the obligations and liabilities of a particular Fund are
restricted to the assets of that Fund and do not extend to the assets of the
Trust generally.
All issued and outstanding shares of each Fund will be fully paid and
nonassessable and redeemable at net asset value per share. The issuance of
certificates representing shares of the Trust is at the discretion of the
Trustees.
DISTRIBUTIONS AND TAX INFORMATION
Distributions
The net income and net realized capital gains, if any, of each of the
Funds are declared daily. A Fund's dividends will be reinvested monthly in
additional shares (or fractions thereof) of ^ the Fund pursuant to ^ the Fund's
Automatic Dividend Reinvestment Plan. Such reinvestment will take place on the
last business day of each month. Each shareholder may elect to terminate his
participation in such plan and to receive his distributions in cash.
Shareholders who redeem all of their shares at any time during the month will be
paid all dividends accrued through the date of redemption. Shareholders who
redeem less than all of their shares will be paid the proceeds of the redemption
in cash, and dividends with respect to the redeemed shares will be reinvested in
additional shares (unless the shareholder has elected not to participate in this
plan or has elected to terminate his participation in the plan). (See "Automatic
Dividend Reinvestment Plan.")
Federal Taxes
Each Fund intends to continue to qualify for the special tax treatment
afforded regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). If a Fund qualifies for treatment
as a regulated investment company, it will not be subject to federal income
<PAGE>
taxes to the extent that it distributes its ordinary (taxable) income and net
realized capital gains.
It is intended that the Tax-Exempt Fund will qualify to pay
exempt-interest dividends pursuant to Section 852(b)(5) of the Code, and
shareholders will be notified in writing of any dividend, or portion thereof,
which represents an exempt-interest dividend. Exempt-interest dividends are
excludable from the gross income of a shareholder for federal income tax
purposes, but may be subject to state and local taxes.
With respect to a shareholder that is exempt from federal income taxation
under Section 401(a) or 501(a) of the Code, (which will derive no benefit from
the tax-free nature of the exempt interest dividends paid by the Tax-Exempt
Fund), the distributions made by the Money Fund will not constitute unrelated
business taxable income (i.e., taxable income derived by a tax-exempt entity
from any unrelated trade or business regularly carried on by it) and thus will
not be taxable.
With respect to a shareholder that is not exempt from federal income
taxation, all distributions from a Fund, (except for distributions of
exempt-interest dividends by the Tax-Exempt Fund or return of capital
distributions), whether received in cash or in additional shares of the Fund,
will be taxable as a dividend and must be reported by the shareholder on its
federal income tax return. Shareholders of the Trust are advised to consult
their own tax advisers with respect to these matters.
Distributions of exempt-interest dividends derived from interest on
certain private activity and industrial development bonds are treated as tax
preference items and may subject shareholders to, or increase their liability
under, the AMT. In addition, corporate shareholders may have to include exempt-
interest dividends when calculating their alternative minimum taxable income
("AMTI").
A corporation's AMTI is increased by 75% of the amount by which its
"adjusted current earnings" (which includes adjustments for items such as
tax-exempt interest) exceeds the amount of its AMTI calculated without regard to
such adjustments.
Information concerning the status of a Fund's distributions for federal
income tax purposes will be mailed to shareholders annually. Such distributions
may be subject to state and local taxes.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code presently in effect, and is qualified in its entirety by
reference thereto. The Code and the Regulations thereunder are subject to change
by legislative or administrative action. For further discussion of the tax
consequences of becoming a shareholder of the Trust, see the "Tax Information"
<PAGE>
section of the Statement of Additional Information Shareholders should consult
with their tax advisors concerning the tax consequences of an investment in the
Funds.
Automatic Dividend Reinvestment Plan
For the convenience of the shareholders and to permit shareholders to
increase their shareholdings in the Funds in which they have invested, the
Fund's transfer agent, INVESCO Funds Group, Inc., ("INVESCO"), is automatically
appointed by the investors to receive all dividends of the respective Funds and
to reinvest them on their payment dates in shares (or fractions thereof) of the
Fund at the net asset value per share next determined after reinvestment.
Shareholders may, however, elect not to participate or to terminate their
participation at any time without penalty in the Automatic Dividend Reinvestment
Plan by notifying INVESCO in writing at the time of investment (for new
investments), or at least 15 days prior to the desired date of termination (for
existing participants). Shareholders may rejoin the plan by notifying the Fund's
transfer agent in writing at least 15 days prior to the payment date on which
such shareholder wishes to rejoin the plan.
Upon termination of a shareholder's participation in the Automatic
Dividend Reinvestment Plan, a check for the market value of any fractional
interest will, at the request of the shareholder, be sent to the shareholder.
All costs of the Automatic Dividend Reinvestment Plan, including those of
registration under applicable securities laws, if any, will be borne by the
Adviser.
HOW TO BUY FUND SHARES
Shares of the Funds are sold at the net asset value per share next
determined after the receipt of the investor's purchase order and payment in
"good funds," as described below. No sales charge is imposed upon the purchase
of shares.
The minimum initial purchase of shares required by the Trust is
$1,000,000. Subscribers will be given credit for amounts that they have invested
in any of the Funds. Subsequent purchases may be made in amounts of $100,000 or
more. The Trustees, acting through the Distributor, reserve the right to reduce
or to waive the minimum purchase requirements in certain cases -- such as
investments involving investors which are affiliated with one another (such as
separate employee benefit plans sponsored by the same employer or separate
companies under common control, for example a parent company and its
subsidiaries or two or more subsidiaries of the same parent company) or where
additional investments are expected to be made on a regular basis in amounts
sufficient to meet the minimum requirement within a reasonable period of time
after the initial investment. The Trustees, acting through the Distributor, also
reserve the right to reject any subscription in whole or in part for any reason
<PAGE>
at the time that the subscription is first received. The Trust offers its shares
on a continuous basis; however, the Trust may terminate the continuous offering
of its shares at any time in the discretion of the Trustees.
Following receipt by the transfer agent, INVESCO (sometimes referred to as
the "Transfer Agent"), of a proper purchase order and good funds ("good funds"
means cashier's, certified, personal or federal funds check or wire transfer, as
described below), the investor will be credited with the number of full and
fractional shares of the stated Fund purchased with the subscription amount.
Checks must be made payable to INVESCO Treasurer's Series Trust, and must
include the name of the desired Fund. Purchase orders, for shares of the Funds
should be forwarded to INVESCO Treasurer's Series Trust, P.O. Box 173710,
Denver, Colorado 80217-3710. Orders sent by overnight courier, including Express
Mail, should be sent to the street address, not Post Office Box, of INVESCO
Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado 80237. A confirmation
of the investment will be mailed to the investor.
Additional purchase applications are available from the Distributor.
Investors may call INVESCO Services, Inc., for assistance in completing the
required application and any other authorization forms. The toll free telephone
number (except for Georgia) is 1-800-241-5477. In Georgia, call 404-892-0896.
Investors may also arrange to acquire shares through broker-dealers other
than the Distributor. Such broker-dealers, who must be members of the NASD, may
charge investors a reasonable handling fee. The services to be provided and the
applicable fees are established by each broker-dealer acting independently from
the Trust. Such broker-dealers have the responsibility of promptly transferring
investors' purchase orders and funds to the Transfer Agent and custodian,
respectively. Shares acquired through such broker-dealers will be purchased at
the applicable Fund's net asset value per share next determined after the
receipt by the Fund's transfer agent of a proper purchase order and good funds.
Neither the Distributor nor the Trust receives any part of such handling fees
when charged and such handling fees can be avoided by investing directly with
the Trust through the Distributor.
Purchase by Wire
Investors may purchase shares of the Funds by transmitting Federal funds
by bank wire to United Missouri Bank of Kansas City, N.A., ABA Routing
#1010-0069-5, Wire text: credit to account 9870287056, FBO INVESCO Funds for
further credit to (Fund name, account # and $ amount), Treasurer's Money Market
Reserve Fund UMB #740115001, or Treasurer's Tax-Exempt Reserve Fund UMB
#740116009. Instructions for new accounts should specify INVESCO Treasurer's
Series Trust, the name of the desired Fund and should include the name, address
and IRS identification number, if applicable, of each person in whose name the
shares are to be registered. Existing shareholders only need ^ to specify
<PAGE>
INVESCO Treasurer's Series Trust, the name of the desired Fund and ^ the
appropriate account number. The required purchase application or additional
shares purchase application should be forwarded to the Distributor (INVESCO
Services, Inc.). Federal funds transmitted by bank wire to the United Missouri
Bank of Kansas City, N.A., and received prior to 11:30 a.m. (New York time),
become available to the Trust and are invested that day. Federal funds
transmitted by bank wire and received after 11:30 a.m. (New York time) will be
available to and deemed received and invested by the Trust on the next business
day. The Trust is not responsible for delays in any wire transmission.
Exchange Privilege
Shareholders in either of the Funds may exchange shares of their
respective Fund for shares of the other Fund. There is no charge for such
exchanges. Investors should consider the difference in the investment objectives
and portfolio compositions of ^ the Funds, and should be aware that the exchange
privilege may only be available in those states where exchanges may legally be
made, which will require that the shares being acquired are registered for sale
in the shareholder's state of residence.
An exchange request may be given in writing or by telephone to the
Transfer Agent, and must comply with the requirements for a redemption. (See
"Redemption of Shares.") If the exchange request is in proper order, the
exchange will be based on the respective net asset values of the shares involved
which is next determined after the request is received. The exchange of shares
of one of the Funds for shares of another Fund is treated for federal income tax
purposes as a sale of the shares given in exchange and an investor (other than a
tax-exempt investor) may, therefore, realize a taxable gain or loss. 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 Trust 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 Trust fails to follow these or other reasonable procedures, the Trust may be
liable. The Trust reserves the right to modify or terminate the exchange
privilege at any time.
Purchase by Telephone Orders
The purchase of shares of the Funds can be expedited by placing telephone
orders, subject to the minimum share purchase requirements currently in effect.
<PAGE>
Shares purchased through telephone orders will be issued at the next
determined net asset value after receipt of an investor's telephone
instructions. Since the Funds currently determine their net asset values at
11:30 a.m. (New York time) each normal business day, investors placing telephone
orders for Fund shares that are received prior to that time will have shares
purchased for their account as of that day. Investors placing telephone orders
that are received after that time will have Fund shares purchased for their
accounts as of the next business day. All payments for telephone orders must be
received by the Funds' custodian, the United Missouri Bank of Kansas City, N.A.,
in "federal funds" (defined as a federal funds check or wire transfer in proper
form) by the close of business on the business day that shares are purchased for
the investor's account or the order will be cancelled. In the event of such
cancellation, the purchaser will be held responsible for any decline in the
value of the shares. INVESCO Services, Inc. has agreed to indemnify the Funds
for any losses resulting from such cancellations.
REDEMPTION OF SHARES
A shareholder wishing to redeem all or any portion of his shares may do so
by giving notice of redemption directly to or through any registered securities
dealer to the Distributor or to the Transfer Agent, in the manner set forth
below. The redemption price is the net asset value per share next determined
after the initial receipt by either the registered securities dealer, the
Distributor or the Transfer Agent of proper notice of redemption. (See "How to
Buy Fund Shares.") Each Fund seeks to maintain a constant net asset value of
$1.00 per share (see "Computation of Net Asset Value"). Securities dealers have
the responsibility of promptly transmitting such redemption notices to the
Distributor or the Transfer Agent. Such securities dealers will only assist
investors in redeeming their shares from the Funds, since no securities dealer
is authorized to repurchase such shares on behalf of the Funds.
If a shareholder holds certificates for the shares to be redeemed, these
must simultaneously be surrendered, properly endorsed with signature(s)
guaranteed by a member firm of a domestic stock exchange, a U.S. commercial
bank, a foreign correspondent of a U.S. commercial bank, or a trust company, and
the certificates must be forwarded to INVESCO Treasurer's Series Trust, P.O. Box
173710, Denver, Colorado 80217-3710. 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., 7800 E. Union Avenue, Denver, Colorado
80237. The signature on any request for redemption of shares not represented by
certificates, or on any stock power in lieu thereof, must be similarly
guaranteed. In each case, the signature or signatures must correspond to the
name or names in which the account is registered. The signature guarantee is to
prevent fraud and is for the protection of the investor as a shareholder.
<PAGE>
Shareholders should be advised that if notice of redemption is received
without information thereon sufficient to determine the applicable Fund or the
value or number of shares involved, no redemption will be effected until such
information becomes available.
If a redemption request is received by 11:30 a.m. (New York time),
proceeds will normally be wired that day, if requested by the shareholder, but
no dividend will be earned on the redeemed shares on that day. Proceeds of
redemption requests received after 11:30 a.m. (New York time) will be based on
the net asset value next determined (which is 11:30 a.m. of the next day that
net asset value per share is determined), will normally be sent on the day such
net asset value per share is determined, but in any event within 7 days, and
will not earn a dividend for that day. Although each Fund attempts to maintain a
constant net asset value per share of $1.00, the value of shares of a Fund on
redemption may be more or less than the shareholder's cost, depending upon the
value of the Fund's assets at the time.
Redemption by Check
Shareholders in the Funds may redeem shares by check in an amount not less
than $100,000. At the shareholder's request, the Fund's custodian will provide
the shareholder with checks drawn on the account maintained for that purpose on
behalf of the Funds by the custodian. These checks can be made payable to the
order of any person and the payee of the check may cash or deposit the check in
the same manner as any check drawn on a bank. When such a check is presented for
payment, the applicable Fund will redeem a sufficient number of full and
fractional shares in the shareholder's account to cover the amount of the check.
Shareholders earn dividends on the amounts being redeemed by check until such
time as such check clears the bank. If the amount of the check is greater than
the value of the shares held in the shareholder's account, the check will be
returned, and the shareholder may be subject to extra charges (presently
estimated to be approximately $15.00 per returned check). The Funds and the
custodian each reserves the right at any time to suspend the procedure
permitting redemption by check.
Redemption by Telephone
Shareholders of the Fund may elect to redeem shares of the Fund by
telephone. Such redemptions are effected by calling the Distributor at
404-892-0896 in Georgia or 800-241-5477, outside of Georgia. The proceeds from a
redemption by telephone will promptly be forwarded according to the
shareholder's instructions. In electing to use the telephone redemption, the
investor authorizes the Distributor to act on telephone instructions from any
person representing himself to be the investor, and whom the Distributor
reasonably believes to be genuine. The Distributor's and Transfer Agent's
records of such instructions are binding. By signing the new account
<PAGE>
Application, a Telephone Transaction Authorization Form, or otherwise
utilizing telephone exchange privileges, the investor has agreed that the Funds,
INVESCO, and their affiliates will not be liable for following instructions
communicated by telephone that they reasonably believe to be genuine. The Funds
employ procedures, which they believe 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
a Fund fails to follow these or other reasonable procedures, the Fund may be
liable. The proceeds of shares redeemed by telephone must be in an amount not
less than $100,000. Investors should be aware that a telephone redemption may be
difficult to implement during periods of drastic economic or market changes.
Should redeeming shareholders be unable to implement a telephone redemption
during such periods, or at any other time, they may give appropriate notice of
redemption to the distributor by mail. The Trust reserves the right to modify or
terminate the telephone redemption privilege at any time.
General
Under the Investment Company Act of 1940, the date of payment for redeemed
shares may be postponed, or the Trust's obligation to redeem its shares may be
suspended (1) for any period during which trading on the New York Stock Exchange
is restricted (as determined by the SEC), (2) for any period during which an
emergency exists (as determined by the SEC) which makes it impracticable for the
Trust to dispose of its securities or to determine the value of a Fund's net
assets, or (3) for such other periods as the SEC may, by order, permit for the
protection of shareholders.
If the Trustees determine that it is in the best interest of a Fund, a
Fund has the right to redeem upon prior written notice, at the then current net
asset value per share, all shareholder accounts which have dropped below a
minimum level ($500,000 or less) as a result of redemption of such Fund's shares
(but not as a result of any reduction in market value of such shares). An
investor will have 60 days to increase the shares in his account to the minimum
level in order to avoid any such involuntary redemption.
SHAREHOLDER REPORTS
The Trust will issue to each of ^ a Fund's shareholders semiannual and
annual reports containing ^ the Fund's financial statements, including selected
per share data and ratios and a schedule of each Fund's portfolio securities.
The federal income tax status of shareholder distributions will also be
reported to shareholders after the end of each year.
<PAGE>
Shareholders having any questions concerning the Trust or any of the Funds
may call the Distributor. Outside of Georgia, the toll-free telephone number is
1-800-241-5477. In Georgia, the telephone number is 404-892-0896.
MISCELLANEOUS
As a Massachusetts business trust, the Trust is not required to hold
annual shareholder meetings. However, special meetings of shareholders for
action by shareholder vote may be called for purposes such as electing or
removing trustees, changing fundamental policies, approving an advisory contract
or as may be requested in writing by the holders of at least 10% of the
outstanding shares of the Fund or as may be required by applicable law or the
Trust's Declaration of Trust. Additionally, the Trust will assist shareholders
in communicating with other shareholders as required by the Investment Company
Act of 1940. Each Trust shareholder receives one vote for each share owned.
United Missouri Bank of Kansas City, N.A. is the custodian of the
portfolio securities and cash of the Funds. The custodian may use the services
of foreign sub-custodians. Such foreign sub-custodians will be selected in
accordance with the provisions of Rule 17f-5 (or any successor rule) promulgated
under the 1940 Act.
The Transfer Agent will maintain each shareholder's account, as to each
Fund, and furnish the shareholder with written information concerning all
transactions in the account, including information needed for tax records. The
Trust has the right to appoint a successor Transfer Agent. INVESCO also serves
as the Dividend Disbursement and Reinvestment Agent and Redemption Agent of the
Funds. INVESCO does not perform any investment management functions for the
Trust, but performs certain administrative services on its behalf pursuant to an
Administrative Service Agreement (see information below). The Adviser pays the
Transfer Agent an annual fee of $50.00 per shareholder account, per Fund, with a
minimum annual fee of $5,000 per Fund. For the fiscal years ended December 31,
1996, 1995, and 1994, ^ the Trust's Funds paid no transfer agency fees to
INVESCO, as those expenses were absorbed and paid by the Adviser, pursuant to
its Advisory Agreement with the Trust. The principal address of INVESCO is 7800
East Union Avenue, Denver, Colorado 80237.
The Declaration of Trust pursuant to which the Trust is organized contains
an express disclaimer of shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each instrument
entered into or executed by the Trust. The Declaration of Trust also provides
for indemnification out of the Trust's property for any shareholder held
personally liable for any Trust obligation. Thus, the risk of a shareholder
<PAGE>
being personally liable as a partner for obligations of the Trust is
limited to the unlikely circumstance in which the Trust itself would be unable
to meet its obligations.
The Trust has entered into an Administrative Services Agreement (the
"Administrative Agreement"), dated as of ^ February 28, 1997, with INVESCO,
which was approved by the Trust's Board of Trustees, including all of the
independent trustees, on ^ November 6, 1996. Pursuant to the Administrative
Agreement, INVESCO will perform certain administrative and internal accounting
services, including, without limitation, maintaining general ledger and capital
stock accounts, preparing a daily trial balance, calculating net asset value
daily, and providing selected general ledger reports. For such services, the
Adviser pays INVESCO a fee consisting of a base fee of $10,000 per year, per
Fund, plus an additional incremental fee per Fund computed at an annual rate of
0.015% per annum of the net asset value of the applicable Fund. For the fiscal
year ended December 31, ^ 1996, the Funds paid no administrative services fees
to INVESCO, as those expenses were absorbed and paid by the Adviser, pursuant to
its Advisory Agreement with the Trust.
This Prospectus omits certain information contained in the registration
statement which the Trust has filed with the Securities and Exchange Commission
under the Securities Act of 1933 and the Investment Company Act of 1940, and
reference is made to that registration statement and to the exhibits thereto for
further information with respect to the Trust and the shares offered hereby.
Copies of such registration statement, including exhibits, may be obtained from
the Commission's principal office at Washington, D.C., upon payment of the fee
prescribed by the Commission.
LEGAL OPINIONS
The legality of the securities offered by this Prospectus will be passed
upon for the Trust by Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue NW,
Washington, D.C. 20036.
<PAGE>
APPENDIX A
Some of the terms used in the Prospectus and Statement of Additional
Information are described below.
Bank obligations include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually from 14 days to one
year) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft which has been drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face amount
of the instrument upon maturity.
Bond Anticipation Notes normally are issued to provide interim financing
until long-term financing can be arranged. The long-term bonds then provide the
money for the repayment of the Notes.
Bonds: Municipal Bonds may be issued to raise money for various public
purposes -- like constructing public facilities and making loans to public
institutions. Certain types of municipal bonds, such as certain project notes,
are backed by the full faith and credit of the United States. Certain types of
municipal bonds are issued to obtain funding for privately operated facilities.
The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are backed by the taxing power of
the issuing municipality and are considered the safest type of municipal bond.
Issuers of general obligation bonds include states, counties, cities, towns and
regional districts. The proceeds of these obligations are used to fund a wide
range of public projects including the construction or improvement of schools,
highways and roads, water and sewer systems and a variety of other public
purposes. The basic security of general obligation bonds is the issuer's pledge
of its faith, credit, and taxing power for the payment of principal and
interest. Revenue bonds are backed by the net revenues derived from a particular
facility or group of facilities of a municipality or, in some cases, from the
proceeds of a special excise or other specific revenue source. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Industrial development revenue bonds are a specific type of revenue bond backed
by the credit and security of a private user and therefore investments in these
bonds have more potential risk. Although nominally issued by municipal
authorities, industrial development revenue bonds are generally not secured by
the taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user.
<PAGE>
Commercial paper consists of short-term (usually one to 180 days)
unsecured promissory notes issued by corporations in order to finance their
current operations.
Corporate debt obligations are bonds and notes issued by corporations and
other business organizations, including business trusts, in order to finance
their long-term credit needs.
Money Market refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term,
high-grade debt instruments. The money market is not a single entity, but
consists of numerous separate markets, each of which deals in a different type
of short-term debt instrument. These include U.S. ^ government securities,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.
Portfolio Securities Loans: The Trust, on behalf of each of the Funds, may
lend limited amounts of its portfolio securities (not to exceed 20% of a
particular Fund's total assets) to broker-dealers or other institutional
investors. Management of the Trust understands that it is the current view of
the staff of the SEC that the Funds are permitted to engage in loan transactions
only if the following conditions are met: (1) the applicable Fund must receive
100% collateral in the form of cash or cash equivalents, e.g., U.S. Treasury
bills or notes, from the borrower; (2) the borrower must increase the collateral
whenever the market value of the securities (determined on a daily basis) rises
above the level of the collateral; (3) the Trust must be able to terminate the
loan after notice; (4) the applicable Fund must receive reasonable interest on
the loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest or other distributions on the securities loaned and any
increase in market value; (5) the applicable Fund may pay only reasonable
custodian fees in connection with the loan; (6) voting rights on the securities
loaned may pass to the borrower; however, if a material event affecting the
investment occurs, the Trust must be able to terminate the loan and vote proxies
or enter into an alternative arrangement with the borrower to enable the Trust
to vote proxies. Excluding items (1) and (2), these practices may be amended
from time to time as regulatory provisions permit.
Repurchase Agreements: A repurchase agreement is a transaction in which a
Fund purchases a security and simultaneously commits to sell the security to the
seller at an agreed upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. A Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. In the opinion of
management this risk is not material; if the seller defaults, the underlying
security constitutes collateral for the seller's obligations to pay. This
<PAGE>
collateral will be held by the custodian for the Trust's assets. However,
in the absence of compelling legal precedents in this area, there can be no
assurance that the Trust will be able to maintain its rights to such collateral
upon default of the issuer of the repurchase agreement. To the extent that the
proceeds from a sale upon a default in the obligation to repurchase are less
than the repurchase price, the particular Fund would suffer a loss.
Revenue Anticipation Notes are issued in expectation of receipt of other
kinds of revenue, such as federal revenues available under the Federal Revenue
Sharing Program.
Reverse Repurchase Agreements: Transactions where a Fund temporarily
transfers possession of a portfolio security to another party, such as a bank or
broker-dealer, in return for cash, and agrees to buy the security back at a
future date and price. The use of reverse repurchase agreements will create
leverage, which is speculative. Reverse repurchase agreements are borrowings
subject to the Funds' investment restrictions applicable to that activity. The
Trust will enter into reverse repurchase agreements solely for the purpose of
obtaining funds necessary for meeting redemption requests. The proceeds received
from a reverse repurchase agreement will not be used to purchase securities for
investment purposes.
Short-Term Discount Notes (tax-exempt commercial paper) are promissory
notes issued by municipalities to supplement their cash flow. The ratings A-1
and P-1 are the highest commercial paper ratings assigned by S&P and Moody's,
respectively.
Tax Anticipation Notes are to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Funds will not benefit from insurance from the
Federal Deposit Insurance Corporation.
U.S. ^ government securities are debt securities (including bills, notes,
and bonds) issued by the U.S. Treasury or issued by an agency or instrumentality
of the U.S. Government which is established under the authority of an Act of
Congress. Such agencies or instrumentalities include, but are not limited to,
the ^ Fannie Mae, Government National Mortgage Association, the Federal Farm
Credit Bank, and the Federal Home Loan Bank. Although all obligations of
agencies, authorities and instrumentalities are not direct obligations of the
U.S. Treasury, payment of the interest and principal on these obligations ^ may
be backed directly or indirectly by the U.S. ^ government. This support can
range from the backing of the full faith and credit of the United States to U.S.
Treasury guarantees, or to the backing solely of the issuing
<PAGE>
instrumentality itself. In the case of securities not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment, and may
not be able to assert a claim against the United States itself in the event the
agency or instrumentality does not meet its commitments.
Ratings of Municipal and Corporate Debt Obligations
The four highest ratings of Moody's and S&P's for municipal and corporate
debt obligations are Aaa, Aa, A and Baa and AAA, AA, A and BBB, respectively.
Moody's. The characteristics of these debt obligations rated
by Moody's are generally as follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or
by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities. Moody's applies the numerical
modifiers 1, 2 and 3 to the Aa rating classification. The modifier 1
indicates a ranking for the security in the higher end of this rating
category; the modifier 2 indicates a mid- range ranking; and the modifier
3 indicates a ranking in the lower end of this rating category.
A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in
the future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
<PAGE>
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the difference between short-term credit and long-term credit. A
short-term rating may also be assigned on an issue having a demand feature. Such
ratings are designated as VMIG. Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon demand rather than fixed maturity dates and
payment relying on external liquidity.
MIG 1/VMIG 1 -- Notes and loans bearing this designation are of the best
quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the
market for refinancing, or both.
MIG 2/VMIG 2 -- Notes and loans bearing this designation are of high
quality, with margins of protection ample although not so large as in the
preceding group.
S&P's Ratings Services. The characteristics of these debt obligations
rated by Standard & Poor's Ratings ^ Services ("S&P") are generally as follows:
AAA -- This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA -- Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from AAA issues only in small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher
rated categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
^ S&P ratings for short-term notes are as follows:
SP-1 -- Very strong capacity to pay principal and interest.
SP-2 -- Satisfactory capacity to pay principal and interest.
SP-3 -- Speculative capacity to pay principal and interest.
<PAGE>
A debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
Ratings of Commercial Paper
Description of Moody's commercial paper ratings. Among the factors
considered by Moody's Investors Services, Inc. in assigning commercial paper
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
the risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public interest questions and
preparations to meet such obligations. Relative differences in strength and
weakness in respect to these criteria would establish a rating of one of three
classifications; P-1 (Highest Quality), P-2 (Higher Quality) or P-3 (High
Quality).
Description of ^ S&P's commercial paper ratings. ^ An S&P commercial paper
rating is a current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days. Ratings are graded into
four categories, ranging from "A" for the highest quality obligations to "D" for
the lowest.
The "A" categories are as follows:
A -- Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2, and 3 to indicate the relative degree of
safety.
A-1 -- This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
A-2 -- Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as high as
for issues designated A-1.
A-3 -- Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more vulnerable to
the adverse effects of changes in circumstances than obligations
carrying the higher designations.
<PAGE>
Investment Adviser
INVESCO Capital Management, Inc.
Distributor
INVESCO Services, Inc.
Transfer Agent
INVESCO Funds Group, Inc.
Custodian
United Missouri Bank of Kansas City, N.A.
Independent Accountants
Price Waterhouse LLP
Denver, Colorado
<PAGE>
PROSPECTUS
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
May 1, ^ 1997
<PAGE>
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
7800 East Union Avenue
Denver, Colorado 80237
Telephone: 404/892-0896
800/241-5477
INVESCO Treasurer's Series Trust (the "Trust") is an open-end management
investment company presently consisting of four separate funds, each of which
represents a separate portfolio of investments. This Statement of Additional
Information relates to the INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund (the "Funds"), two portfolios which
are designed especially for treasurers and financial officers of corporations,
financial institutions and fiduciary accounts. This Statement of Additional
Information describes the operations of each of the Funds. Each of the Funds has
separate investment objectives and investment policies.
INVESCO CAPITAL MANAGEMENT, INC.
Investment Adviser
INVESCO SERVICES, INC.
Distributor
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a Prospectus but should be read
in conjunction with the Funds' current Prospectus (dated May 1, ^ 1997). Please
retain this Statement of Additional Information for future reference. The
Prospectus is available from INVESCO Services, Inc., 1315 Peachtree Street,
N.E., Atlanta, Georgia 30309.
May 1, ^ 1997
<PAGE>
TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVES AND POLICIES......................................... 45
OFFICERS AND TRUSTEES...................................................... 46
THE ADVISORY AGREEMENT..................................................... 52
THE DISTRIBUTOR............................................................ 55
TAX INFORMATION............................................................ 55
BROKERAGE AND PORTFOLIO TRANSACTIONS....................................... 57
CALCULATION OF YIELD....................................................... 59
MISCELLANEOUS.............................................................. 59
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Reference is made to "Investment Objectives and Policies" in the
Prospectus for a discussion of the investment objectives and policies of the
Funds. In addition, set forth below is certain further information relating to
the Tax-Exempt Fund.
Tax-Exempt Fund
In order to enhance the liquidity, stability or quality of a municipal
obligation, the Tax-Exempt Fund may acquire a right to sell the obligation to
another party at a guaranteed price approximating par value, either on demand or
at specified intervals. The right to sell may form part of the obligation or be
acquired separately by the Tax-Exempt Fund. These rights may be referred to as
demand features, standby commitments or puts, depending on their characteristics
(collectively referred to as "Standby Commitments"), and may involve letters of
credit or other credit support arrangements supplied by domestic or foreign
banks supporting the other party's ability to purchase the obligation from the
Tax-Exempt Fund. In considering whether an obligation meets the Tax-Exempt
Fund's quality standards, the Fund may look to the creditworthiness of the party
providing the right to sell or to the quality of the obligation itself.
These transactions improve portfolio liquidity by making available
same-day settlements on sales of portfolio securities. The Tax-Exempt Fund may
engage in such transactions subject to any limitations contained in the rules
under the Investment Company Act of 1940. A Standby Commitment is a right
acquired by the Fund, when it purchases a municipal obligation from a broker,
dealer or other financial institution ("seller"), to sell up to the same
principal amount of such securities back to the seller, at the Fund's option, at
a specified price. The exercise by the Tax-Exempt Fund of a Standby Commitment
is subject to the ability of the other party to fulfill its contractual
commitment.
Standby Commitments acquired by the Tax-Exempt Fund will have the
following features: (1) they will be in writing and will be physically held by
the Fund's custodian; (2) the Fund's rights to exercise them will be
unconditional and unqualified; (3) they will be entered into only with sellers
which in the Adviser's opinion present a minimal risk of default; (4) although
Standby Commitments will not be transferable, municipal obligations purchased
subject to such commitments may be sold to a third party at any time, even
though the commitment is outstanding; and (5) their exercise price will be (i)
the Fund's acquisition cost (excluding the cost, if any, of the Standby
Commitment) of the municipal obligations which are subject to the commitment
(excluding any accrued interest which the Fund paid on their acquisition), less
any amortized market premium or plus any amortized market or original issue
discount during the period the Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date.
<PAGE>
The Trust, on behalf of the Tax-Exempt Fund, expects that Standby
Commitments generally will be available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the Tax-Exempt Fund
will pay for Standby Commitments, either separately in cash or by paying a
higher price for portfolio securities which are acquired subject to the
commitments.
It is difficult to evaluate the likelihood of use or the potential benefit
of a Standby Commitment. Therefore, it is expected that the Trustees of the
Trust will determine that Standby Commitments ordinarily have a "fair value" of
zero, regardless of whether any direct or indirect consideration was paid. When
the Tax-Exempt Fund has paid for a Standby Commitment, its cost will be
reflected as unrealized depreciation for the period during which the commitment
is held.
Management of the Trust understands that the Internal Revenue Service (the
"Service") has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The Service
has also issued private letter rulings to certain taxpayers (which do not serve
as precedent for other taxpayers) to the effect that tax-exempt interest
received by a regulated investment company with respect to such obligations will
be tax-exempt in the hands of such company and may be distributed to
shareholders as exempt-interest dividends. The Service has subsequently
announced that it will not ordinarily issue advance ruling letters as to the
identity of the true owner of property in cases involving the sale of securities
or participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. The Tax-Exempt Fund intends to take the position that
it is the owner of any municipal obligations acquired subject to a Standby
Commitment and that tax-exempt interest earned with respect to such municipal
obligations will be tax-exempt in its hands. There is no assurance that Standby
Commitments will be available to the Fund nor has the Fund assumed that such
commitments would continue to be available under all market conditions.
OFFICERS AND TRUSTEES
Listed below are the Trustees and executive officers of the Trust,
together with their principal occupations during the past five years. Each
person whose name and title is followed by an asterisk is an "interested person"
of the Trust within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act").
CHARLES W. BRADY,*+ Chairman of the Board of Trustees. Chief Executive
Officer and Director of ^ AMVESCO PLC, London, England, and of various
subsidiaries thereof. Chairman of the Board of the INVESCO Advisor Funds, Inc.^
Address: 1315 Peachtree Street, N.E. Atlanta, Georgia 30309. Born: May 11, 1935.
<PAGE>
FRED A. DEERING,+# Vice Chairman of the Board of Trustees. Vice Chairman of
the INVESCO Advisor Funds, Inc. Formerly, Chairman of the Executive Committee
and Chairman of the Board of Security Life of Denver Insurance Company, Denver,
Colorado and former Midwestern United Life Insurance Company. Director of ING
American Holdings Company and First ING Life Insurance Company of New York.
Address: Security Life Center, 1290 Broadway, Denver, Colorado 80203. Born:
January 12, 1928.
VICTOR L. ANDREWS, ** Trustee. Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia; President, Andrews Financial Associates, Inc.
(consulting firm); formerly, member of the faculties of the Harvard Business
School and the Sloan School of Management of MIT; Director of the INVESCO
Advisor Funds, Inc. Dr. Andrews is also a director of The Southeastern Thrift
and Bank Fund, Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive,
Atlanta, Georgia 30303-3083. Born: June 23, 1930.
BOB R. BAKER,+** Trustee. President and Chief Executive Officer of AMC
Cancer Research Center, Denver, Colorado, since January 1989; until mid-December
1988, Vice Chairman of the Board of First Columbia Financial Corporation (a
financial institution), Englewood, Colorado. Formerly, Chairman of the Board and
Chief Executive Officer of First Columbia Financial Corporation. Director of the
INVESCO Advisor Funds, Inc. Address: 1775 Sherman Street, #1000, Denver,
Colorado 80203. Born: August 7, 1936.
^
LAWRENCE H. BUDNER,# Trustee. Trust Consultant; prior to June 30, 1987,
Senior Vice President and Senior Trust Officer of InterFirst Bank, Dallas,
Texas. Director of the INVESCO Advisor Funds, Inc. Address: 7608 Glen Albens
Circle, Dallas, Texas 75225. Born: July 25, 1930.
DANIEL D. CHABRIS,+# Trustee. Financial Consultant; Assistant Treasurer of
Colt Industries Inc., New York, New York, from 1966 to 1988. Director of the
INVESCO Advisor Funds, Inc. Address: 15 Sterling Road, Armonk, New York 10504.
Born: August 1, 1923.
^ HUBERT L. HARRIS, JR.,* Trustee. Chairman (since May 1996) and President
(January 1990 to April 1996) of INVESCO Services, Inc. Director of AMVESCO PLC
and Chief Executive Officer of INVESCO Individual Services Group. Chairman of
the Board of ^ The Global Health Sciences Fund. Member of the Executive
Committee of the Alumni Board of Trustees of Georgia Institute of Technology.
Address: 1315 Peachtree Street, N.E., Atlanta, Georgia. Born: July 15, 1943. ^
<PAGE>
KENNETH T. KING,** Trustee. Formerly, Chairman of the Board of The Capitol
Life Insurance Company, Providence Washington Insurance Company, and Director of
numerous subsidiaries thereof in the U.S. Formerly, Chairman of the Board of The
Providence Capitol Companies in the United Kingdom and Guernsey. Chairman of the
Board of the Symbion Corporation (a high technology company) until 1987.
Director of the INVESCO Advisor Funds, Inc. Address: 4080 North Circulo
Manzanillo, Tucson, Arizona 85715. Born: November 16, 1925.
JOHN W. MCINTYRE,# Trustee. Retired. Formerly, 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 The Global Health Sciences Fund and Gables Residential Trust.
Director of the INVESCO Advisor Funds, Inc. Address: 7 Piedmont Center, Suite
100, Atlanta, GA. Born: September 14, 1930.
GEORGE S. ROBINSON, JR.,+ President and Chief Accounting and Financial
Officer. President of the Trust since its inception. Since January 1, 1987, Mr.
Robinson has been an employee of the Adviser and of the Distributor. From August
1986 through December 1987 he was a Vice President of Citicorp Investment Bank.
For more than five years prior to that time, Mr. Robinson served in various
capacities in the securities industry including that of Investment Officer of
Colonial Life and Accident Insurance Company. Address: 1315 Peachtree Street,
N.E., Atlanta, Georgia 30309. Born: July 26, 1943.
TONY D. GREEN, Secretary and Treasurer. Mr. Green has served as Treasurer
and Secretary since June 1995. He also serves as Secretary and Treasurer of
INVESCO Advisor Funds, Inc. since 1996 and Senior Vice President of INVESCO
Services, Inc. since 1993. Formerly, Principal for Mutual Funds Operations at D.
Jones & Co. Address: 1355 Peachtree Street, N.E., Atlanta, Georgia 30309. Born:
March 1, 1947.
Messrs. Brady and Deering are Chairman and Vice Chairman of the Board,
respectively, and Messrs. Andrews, Baker, ^ Budner, Chabris, King and McIntyre
are directors or trustees of the following investment companies: INVESCO Advisor
Funds, Inc., INVESCO Diversified Funds, Inc.; INVESCO Dynamics Fund, Inc.,
INVESCO Emerging 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, and INVESCO Variable
Investment Funds, Inc.
<PAGE>
+Member of the executive committee of the Trust. On occasion, the
executive committee acts upon the current and ordinary business of the Trust
between meetings of the board of trustees. Except for certain powers which,
under applicable law, may only be exercised by the full board of trustees, the
executive committee may exercise all powers and authority of the board of
trustees in the management of the business of the Trust. All decisions are
subsequently submitted for ratification by the board of trustees.
#Member of the audit committee of the Trust.
*These trustees are "interested persons" of the Trust as defined in the
Investment Company Act of 1940.
**Member of the management liaison committee of the Trust.
The Adviser on behalf of the Funds has agreed to pay each of the
disinterested Trustees a regular annual fee of $1,000 per year per Fund plus a
pro-rata share of the remainder of the retainer, plus the Funds' pro-rata share
of a $6,000 quarterly meeting fee for attending regular quarterly Trustees'
meetings. During the fiscal year ended December 31, ^ 1996, the Funds paid no
trustees' fees, as this expense was absorbed and paid by the Adviser pursuant to
its Advisory Agreement with the Trust.
Trustee Compensation
The following table sets forth, for the fiscal year ended December 31, ^
1996: the compensation paid by the Trust to its eight independent trustees for
services rendered in their capacities as trustees of the Trust; the benefits
accrued as Trust expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these trustees upon retirement as a result of their service to the
Trust. In addition, the table sets forth the total compensation paid by all of
the mutual funds distributed by INVESCO Funds Group, Inc., INVESCO Advisor
Funds, Inc., the Trust, and The Global Health Sciences Fund (collectively, the
"INVESCO Complex") ^(49 funds in total) to these directors for services rendered
in their capacities as directors or trustees during the year ended December 31,
^ 1996.
<PAGE>
Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued Annual INVESCO
Name of Compensa- As Part Benefits Complex
Person, tion From of Trust Upon Re- Paid To
Position Trust(1) Expenses(2) tirement(3) Directors(1)
Fred A.Deering, $ 2,470 ^ $322 $314 $98,850
Vice Chairman of
the Board
Victor L. Andrews ^ 2,432 304 363 84,350
Bob R. Baker ^ 2,437 272 486 84,850
Lawrence H. Budner ^ 2,387 304 363 80,350
Daniel D. Chabris ^ 2,437 347 258 84,850
A. D. Frazier ^ Jr.(4) 2,295 0 0 ^ 81,500
Kenneth T. King ^ 2,282 334 284 71,350
John W. McIntyre ^ 2,376 0 0 90,350
-------- ------ ----- --------
^ Total $19,1165 $1,833 $2,068 $676,450
% of Net Assets ^ 0.0140%5 0.0014%5 .0044%6
(1)The vice chairman of the board, the chairmen of the audit, management
liaison and compensation committees, and the members of the executive and
valuation committees each receive compensation for serving in such capacities in
addition to the compensation paid to all independent ^ trustees.
(2)Represents estimated benefits accrued with respect to the Defined
Benefit Deferred Compensation Plan discussed below, and not compensation
deferred at the election of the ^ trustees.
(3)These figures represent the Trust's share of the estimated annual
benefits payable by the INVESCO Complex (excluding The Global Health Sciences
Fund, which does not participate in any retirement plan) upon the trustee's
retirement, calculated using the current method of allocating director/trustee
compensation among the funds in the INVESCO Complex. These estimated benefits
assume retirement at age 72, or the extended retirement date referred to
hereinafter, and that the basic retainer payable to the directors will be
adjusted periodically for inflation, for increases in the number of funds in the
INVESCO Complex, and for other reasons during the period in which retirement
benefits are accrued on behalf of the respective directors/trustees. This
results in lower estimated benefits for directors/trustees who are closer to
retirement and higher estimated benefits for directors/trustees who are further
<PAGE>
from retirement. With the exception of Messrs. Frazier and McIntyre, each
of these directors/trustees has served as a director/trustee of one or more of
the funds in the INVESCO Complex for the minimum five-year period required to be
eligible to participate in the Defined Benefit Deferred Compensation Plan.
(4)Mr. Frazier resigned as a Trustee of the Trust effective February 4,
1997. Effective November 1, 1996, Mr. Frazier was employed by AMVESCO PLC, a
company affiliated with INVESCO. Because it was possible that Mr. Frazier would
be employed with AMVESCO PLC, he was deemed to be an "interested person" of the
Trust and of the other funds in the INVESCO Complex effective May 1, 1996.
Effective November 1, 1996, Mr. Frazier ceased to receive any trustee's fees or
other compensation from the Trust or other funds in the INVESCO Complex for his
service as a director.
(5)Total ^ as a percentage of the Trust's net assets as of December 31, ^
1996.
^ (6)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, ^ 1996.
Messrs. Bishop and Brady, as "interested persons" of the Trust and of the
other funds in the INVESCO Complex, receive compensation as officers or
employees of INVESCO or its affiliated companies, and do not receive any
trustee's fees or other compensation from the Trust or the other funds in the
INVESCO Complex for their service as directors.
The boards of directors/trustees of the mutual funds managed by INVESCO
Funds Group, Inc., INVESCO Advisor Funds, Inc. and the Trust adopted a Defined
Benefit Deferred Compensation Plan for the non-interested directors and trustees
of the funds. Under this plan, each director or trustee who is not an interested
person of the funds (as defined in the Investment Company Act of 1940) and who
has served for at least five years (a "qualified director") is entitled to
receive, upon retiring from the boards at the mandatory retirement age of 72 (or
the retirement age of 73 to 74, if the retirement date is extended by the board
for one or two years, but less than three years), continuation of payments for
one year (the "first year retirement benefit") of the annual basic retainer
payable by the funds to the qualified director at the time of his retirement or
disability (the "basic retainer"). Commencing with any such director's second
year of retirement, and commencing with the first year of retirement of a
director whose retirement has been extended by the board for three years, a
qualified director shall receive quarterly payments at an annual rate equal to ^
40% of the basic retainer. These payments will continue for the remainder of the
qualified director's life or ten years, whichever is longer (the "reduced
retainer payments"). If a qualified director dies or becomes disabled after age
72 and before age 74 while still a director of the funds, the first year
retirement benefit and the reduced retainer payments will be made to him or to
<PAGE>
his beneficiary or estate. If a qualified director becomes disabled or dies
either prior to age 72 or during his 74th year while still a director of the
funds, the director will not be entitled to receive the first year retirement
benefit; however, the reduced retainer payments will be made to his beneficiary
or estate. The plan is administered by a committee of three directors who are
also participants in the plan and one director who is not a plan participant.
The cost of the plan will be allocated among the INVESCO, INVESCO Advisor and
Treasurer's Series funds in a manner determined to be fair and equitable by the
committee. The Trust is not making any payments to directors under the plan as
of the date of this Statement of Additional Information. The Trust has no stock
options or other pension or retirement plans for management or other personnel
and pays no salary or compensation to any of its officers.
The Trust has an audit committee which is comprised of four of the
trustees who are not interested persons of the Trust. The committee meets
periodically with the Trust's independent accountants and officers to review
accounting principles used by the Trust, the adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.
The Trust also has a management liaison committee which meets quarterly
with various management personnel of the Adviser in order (a) to facilitate
better understanding of management and operations of the Trust, and (b) to
review legal and operational matters which have been assigned to the committee
by the board of trustees, in furtherance of the board of trustees' overall duty
of supervision.
THE ADVISORY AGREEMENT
The investment adviser to the Trust is INVESCO Capital Management, Inc., a
Delaware corporation ("ICM" or the "Adviser"), which has its principal office at
1315 Peachtree Street, N.E., Suite 300, Atlanta, Georgia 30309. The Adviser also
has an advisory office in Coral Gables, Florida and a marketing and client
service office in San Francisco, California.
ICM is an indirect, wholly-owned subsidiary of ^ AMVESCO PLC, a
publicly-traded holding company ^ that, through its subsidiaries, engages in the
business of investment management on an international basis. INVESCO PLC changed
its name to AMVESCO PLC on March 3, 1997 as part of a merger between a direct
subsidiary of INVESCO PLC and A I M Management Group Inc., thus creating one of
the largest independent investment management businesses in the world with
approximately $165 billion in assets under management. Subject to obtaining
shareholder approval at its regular Annual Shareholder Meeting, the board of
directors of AMVESCO PLC has concluded that the corporate name should be changed
to AMVESCAP PLC effective May 8, 1997. AMVESCO PLC's other North American
subsidiaries include the following:
<PAGE>
--INVESCO Funds Group, Inc. of Denver, Colorado, serves as an investment
adviser to INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO
Emerginq 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, and INVESCO Variable
Investment Funds, Inc. INVESCO Funds Group, Inc. is the sole shareholder of
INVESCO Trust Company, whose primary business is to provide investment advisory
and research services.
--INVESCO Capital Management, Inc. of Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments, and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker-dealer whose primary business is the
distribution of shares of two registered investment companies.
--INVESCO Management & Research, Inc. (formerly Gardner and Preston Moss,
Inc.) of Boston, Massachusetts, primarily manages pension and endowment
accounts.
--PRIMCO Capital Management, Inc. of Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
--INVESCO Realty Advisors of Dallas, Texas, is responsible for providing
advisory services in the U.S. real estate markets for ^ AMVESCO PLC's clients
worldwide. Clients include corporate plans, public pension funds as well as
endowment and foundation accounts.
--A I M Advisors, Inc. of Houston, Texas provides investment advisory and
administrative services for retail and institutional mutual funds.
--A I M Capital Management, Inc. of Houston, Texas provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts and also serves as a sub-advisor to certain retail
and institutional mutual funds, one Canadian mutual fund and one portfolio of an
open-end registered investment company that is offered to separate accounts of
variable insurance companies.
--A I M Distributors, Inc. and Fund Management Company of Houston, Texas
are registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.
The corporate headquarters of ^ AMVESCO PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.
<PAGE>
As indicated in the Prospectus, ICM permits investment and other personnel
to purchase and sell securities for their own accounts in accordance with a
compliance policy governing personal investing by directors, officers and
employees of ICM and its North American affiliates. The policy requires
officers, inside directors, investment and other personnel of ICM and its North
American affiliates to pre-clear all transactions in securities not otherwise
exempt under the policy. Requests for trading authority will be denied ^ if,
among other reasons, the proposed personal transaction would be contrary to the
provisions of the policy or would be deemed to adversely affect any transaction
then known to be under consideration for or to have been effected on behalf of
any client account including the Funds.
In addition to the pre-clearance requirement described above, the policy
subjects officers, inside directors, investment and other personnel of ICM and
its North American affiliates to various trading restrictions and reporting
obligations. All reportable transactions are reviewed for compliance with the
policy. The provisions of this policy are administered by and subject to
exceptions authorized by ICM.
Under its Investment Advisory Agreement dated as of ^ February 28, 1997
(the "Agreement") with the Trust, the Adviser will, subject to the supervision
of the Trustees and in conformance with the stated policies of the Trust and of
the Funds, manage the investment operations and portfolios of the Funds. In this
regard, it will be the responsibility of the Adviser not only to make investment
decisions for the Funds, but also to place the purchase and sale orders for the
portfolio transactions of the Funds. (See "Brokerage and Portfolio
Transactions.") The Adviser is also responsible for furnishing to the Trust, at
the Adviser's expense, the services of persons believed to be competent to
perform all executive and other administrative functions required by the Trust
to conduct its business effectively, as well as the offices, equipment and other
facilities necessary for its operations. Such functions include the maintenance
of the Trust's accounts and records, and the ^ preparation of all requisite
corporate documents such as tax returns and reports to the SEC and shareholders.
Under the Agreement, the Adviser is responsible for the payment of all of
the Funds' expenses, other than payment of advisory fees, taxes, interest and
brokerage commissions, if any. The expenses to be borne by the Adviser include,
without limitation, organizational expenses, compensation of its officers and
employees and expenses of its trustees, legal and auditing expenses, the fees
and expenses of the Funds' custodian and transfer agent, and the expenses of
printing and mailing reports and notices to shareholders. For the services to be
rendered and the expenses to be assumed by the Adviser under the Agreement, the
Trust will pay to the Adviser an advisory fee which will be computed daily and
paid as of the last day of each month on the basis of each Fund's daily net
<PAGE>
asset value, using for each daily calculation the most recently determined
net asset value of the Funds. (See "Computation of Net Asset Value.") On an
annual basis, the advisory fee paid by each Fund is equal to 0.25% of the Fund's
average net asset value ^.
The Agreement was approved by the shareholders of each Fund on ^ January
31, 1997. The Agreement will continue in effect from year to year provided such
continuance is specifically approved at least annually (i) by the vote of a
majority of each Fund's outstanding voting securities (as defined in the first
paragraph under "Investment Restrictions" in the Prospectus) or by the Trustees
of the Trust and (ii) by the vote of a majority of the Trustees of the Trust who
are not "interested persons" (as such term is defined by the 1940 Act) of the
Trust or the Adviser. The Agreement is terminable on 60 days' written notice by
either party thereto and will terminate automatically if assigned.
The investment advisory services of the Adviser to the Trust are not
exclusive and the Adviser is free to render investment advisory services to
others, including other investment companies.
For the fiscal year ended December 31, 1996, the Trust paid the Adviser an
advisory fee of $396,023, of which $337,832 was allocated to the Money Fund and
$58,191 was allocated to the Tax- Exempt Fund, representing 0.25% of the Fund's
average net assets. For the fiscal year ended December 31, 1995, the Trust paid
the Adviser an advisory fee of $393,030, of which $339,497 was allocated to the
Money Fund, and $53,533 was allocated to the Tax- Exempt Fund, representing ^
0.25% of ^ the ^ Fund's average net assets. For the fiscal year ended December
31, 1994, the Trust paid the Adviser an advisory fee of $338,683, of which
$280,355 was allocated to the Money Fund, and $58,328 was allocated to the
Tax^-Exempt Fund, representing ^ 0.25% of each of the ^ Fund's net assets.
THE DISTRIBUTOR
INVESCO Services, Inc., the Distributor, is the principal underwriter of
the Trust under a Distribution Agreement dated as of ^ February 28, 1997. All of
the Distributor's outstanding shares of voting stock are owned by the Adviser.
The Distributor's principal office is located at 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
TAX INFORMATION
Federal Taxes
Each Fund is treated as a separate entity for federal income tax purposes.
In order to continue to qualify for treatment as a regulated investment company
("RIC") under the Internal Revenue Code as amended (the "Code"), a Fund must
distribute to its shareholders for each taxable year at least 90% of its
<PAGE>
investment company taxable income (consisting generally of taxable net
investment income and net short-term capital gain) plus, in the case of the
Tax-Exempt Fund, its net interest income excludable from gross income under
section 103(a) of the Code, and must meet several additional requirements. With
respect to each Fund, these requirements include the following: (1) the Fund
must derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of securities, or other income derived with respect to its
business of investing in securities; (2) the Fund must derive less than 30% of
its gross income each taxable year from the sale or other disposition of
securities held for less than three months; (3) at the close of each quarter of
the Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. government securities, securities of
other RICs and other securities, with these other securities limited, in respect
of any one issuer, to an amount that does not exceed 5% of the value of the
Fund's total assets; and (4) at the close of each quarter of the Fund's taxable
year, not more than 25% of the value of its total assets may be invested in
securities (other than U.S. government securities (or the securities of other
RICs) of any one issuer.
The Tax-Exempt Fund intends to continue to qualify to pay exempt-interest
dividends under section 852(b)(5) of the Code. In order to qualify to pay
exempt-interest dividends in any taxable year, at the close of each quarter of
such taxable year, at least 50% of the value of the total assets of the Fund
must be invested in state, municipal and other obligations the interest on which
is exempt under section 103(a) of the Code. No assurance can be given that the
Tax-Exempt Fund will qualify to pay exempt-interest dividends each year. For
each year that this Fund is qualified to pay exempt-interest dividends, it will
designate any dividends, or portion thereof, being paid as exempt-interest
dividends in a written notice to its shareholders. The proportion of each
dividend that will be designated as an exempt-interest dividend will be the same
as the proportion of the income from tax-exempt obligations (net of certain
disallowed deductions), in the taxable year bears to the dividends paid in the
taxable year. Accordingly, with respect to any particular dividend, the portion
designated as an exempt-interest dividend may be substantially different than
the portion of the Tax-Exempt Fund's income that is income from tax-exempt
obligations (net of certain disallowed deductions) for the period covered by
such dividend. The notice will be mailed approximately thirty (30) days, but no
later than sixty (60) days, after the close of the Tax-Exempt Fund's tax year.
Dividends designated as exempt-interest dividends are excludable from the gross
income of the shareholder under Section 103(a) of the Code.
Entities or persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by private activity bonds ("PABs")
or industrial development bonds ("IDBs") should consult their tax advisers
before purchasing shares of the Tax-Exempt Fund because, for users of certain of
<PAGE>
these facilities, the interest on such bonds is not exempt from federal
income tax. For these purposes, the term "substantial user" is defined generally
to include a "non-exempt person" who regularly uses in trade or business a part
of a facility financed from the proceeds of PABs or IDBs.
If the Tax-Exempt Fund invests in any instruments that generate taxable
income, under the circumstances described in the Prospectus, distributions of
the interest earned thereon will be taxable to its shareholders as ordinary
income to the extent of its earnings and profits. Moreover, if that Fund
realizes capital gain as a result of market transactions, any distribution of
that gain will be taxable to its shareholders.
Since the Trust expects, but cannot guarantee, to maintain a constant
$1.00 per share net asset value, upon the redemption of shares of a Fund held by
a non-tax-exempt investor, such investor may realize a capital gain or loss
equal to the difference between the redemption price received by the investor
and the adjusted basis of the shares redeemed. Such capital gain or loss,
generally, will constitute short-term capital gain or loss if the redeemed Fund
shares were held for one year or less, and long-term capital gain or loss if the
redeemed Fund shares were held for more than one year. Any short-term capital
loss realized upon the redemption of shares of the Tax-Exempt Fund within six
months from the date of their purchase will be disallowed to the extent of any
exempt-interest dividends received during such six month period, although the
period may be reduced under Treasury Regulations to be issued.
Each Fund will be subject to a nondeductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of its
ordinary (taxable) income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
BROKERAGE AND PORTFOLIO TRANSACTIONS
The Adviser will arrange for the placement of orders and the execution of
portfolio transactions for each of the Funds. Portfolio securities will be
purchased or sold to parties acting as either principal or agent. Most of the
securities acquired by the Funds normally will be purchased directly from the
issuer or from an underwriter acting as principal. Other purchases will be
placed with those dealers, acting as agents, whom the Adviser believes will
provide the best execution of the transaction at prices most favorable to the
Funds. Usually no brokerage commissions (as such) are paid by the Funds for such
agency transactions, although the price paid usually includes an undisclosed
compensation to the dealer acting as agent. The prices paid to the underwriters
of newly-issued securities normally include a concession paid by the issuer to
the underwriter. Purchases of after-market securities from dealers normally are
executed at a price between bid and asked prices.
<PAGE>
Subject to the primary consideration of best execution at prices most
favorable to the Funds, the Adviser may in the allocation of such investment
transaction business consider the general research and investment information
and other services provided by dealers, although it has adopted no formula for
such allocation. These research and investment information services make
available to the Adviser for its analysis and consideration as investment
adviser to the Funds and its other accounts, the views and information of
individuals and research staffs of many securities firms. Although such
information may be a useful supplement to the Adviser's own investment
information, the value of such research and services is not expected to reduce
materially the expenses of the Adviser in the performance of its services under
the Investment Advisory Agreement and will not reduce the advisory fee payable
to the Adviser by the Funds.
The Adviser may follow a policy of considering sales of shares of the
Trust as a factor in the selection of dealers to execute portfolio transactions,
subject to the primary objective of best execution discussed above.
On occasions when the Adviser deems the purchase or sale of a security to
be in the best interest of the Funds as well as other customers, the Adviser, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold for such parties in order to obtain best
execution and lower brokerage commissions. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to be most
equitable and consistent with its fiduciary obligations to all such customers,
including the Funds. In some cases the aggregation of securities to be sold or
purchased could have a detrimental effect on the price of the security insofar
as each Fund is concerned. However, in other cases, the ability of a Fund to
participate in volume transactions will be beneficial to such Fund.
No brokerage commissions on purchases and sales of the Funds' securities
were incurred for the fiscal years ended December 31, 1996, 1995^ or 1994 ^.
At December 31, ^ 1996, the Trust's Funds held securities of its regular
brokers or dealers, or their parents, as follows:
Value of
Securities at
Fund Broker or Dealer ^ December 31, ^ 1996
- ---- ---------------- ---------------------
Money Market United Missouri Bank $331,745.65
Reserve Fund ^ Money Market Fiduciary
Tax Exempt Societe Generale Securities $1,000,000.00
Reserve Fund ^
<PAGE>
CALCULATION OF YIELD
From time to time a Fund may advertise its "yield" and "effective yield."
BOTH YIELD FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO
INDICATE FUTURE PERFORMANCE. The "yield" of the Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then "annualized." That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
Each Fund normally computes its yield by determining for a seven-day base
period the net change, exclusive of capital changes, for a hypothetical
pre-existing account having a balance of one share at the beginning of the base
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, multiplying the
result by (365/7), with the resulting yield figure carried to at least the
nearest hundredth of one percent. Each Fund may also compute a standardized
effective yield. This is computed by compounding the base period return, which
is done by adding one to the base period return, raising the sum to a power
equal to 365 divided by seven and subtracting one from the result. The yield
paid by the Funds will result in payment of taxable interest to the Fund
shareholders. At December 31, ^ 1996 the Money Reserve Fund's current and
effective yields were ^ 5.40% and ^ 5.55%, respectively; the Tax-Exempt Reserve
Fund's current and effective yields were ^ 3.95% and ^ 4.02%, respectively.
MISCELLANEOUS
Principal Shareholders
As of April 1, ^ 1997, the following entities were known by the Money Fund
to be record and beneficial owners of five percent or more of the outstanding
shares of that Fund.
Name and Address of Percent
Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
^ Fruehauf Trailer Corp. 81,484,979.8300 47.174
P.O. Box 44913
Attn: Ms. Geraldine Tigner
Indianapolis, IN 46244
<PAGE>
INVESCO Retirement Trust 29,394,459.0800 17.017
GIC Fund
P.O. Box 2040
Denver, CO 80201
^ INVESCO Capital Management, Inc. 9,863,752.9200 5.710
^ 1315 Peachtree St. NE, Suite 300
^ Atlanta, GA 30309
^ As of April 1, 1997, the following entities were known by the Tax-Exempt
Fund to be record and beneficial shareholders of five percent or more of the
outstanding shares of that Fund.
Name and Address of Percent
Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
^ Charles E. Sward 3,340,132.8600 17.660
^ 1837 Cedar Canyon Drive
Atlanta, GA 30345
Alice H. Richards 2,697,218.4500 14.261
P.O. Box 400
Carrollton, GA 30117
Thomas L. Shields, Jr. 2,338,451.6200 12.628
1750 W. Sussex
Atlanta, GA 30306
J. Rex Fuqua 1,380,962.3800 7.301
c/o Fuqua Capital Corp.
1201 W. Peachtree St. NE
Atlanta, GA 30309
<PAGE>
^ Nationsbank of TX, Cust. 1,052,397.3200 5.564
FBO John Morgan
Attn: SAS
P.O. Box 831575
Dallas, TX 75283
As of April 9, 1997, officers and trustees of the Trust, as a group,
beneficially owned less than 1% of the Funds' outstanding shares and less than
1% of any portfolio's outstanding shares.
Net Asset Value
The net asset value per share of each of the Funds is determined daily as
of 11:30 a.m. (New York time), after declaration of the dividend, on each day
that the New York Stock Exchange is open for trading and at such other times
and/or on such other days as there is sufficient trading in the portfolio
securities of the Fund that might materially affect its net asset value. Net
asset value per share is determined by adding the value of all assets of the
Fund, deducting its actual and accrued liabilities, and dividing by the number
of shares outstanding.
Each Fund seeks to maintain a constant net asset value of $1.00 per share.
There can be no assurance that the Funds will be able to maintain a net asset
value of $1.00 per share. In order to accomplish this goal, each Fund intends to
utilize the amortized cost method of valuing portfolio securities. By using this
method, each Fund seeks to maintain a constant net asset value of $1.00 per
share despite minor shifts in the market value of its portfolio securities.
Under the amortized cost method of valuation, securities are valued at cost on
the date of purchase. Thereafter, the value of the security is increased or
decreased incrementally each day so that at maturity any purchase discount or
premium is fully amortized and the value of the security is equal to its
principal. The amortized cost method may result in periods during which the
amortized cost value of the securities may be higher or lower than their market
value, and the yield on a shareholder's investment may be higher or lower than
that which would be recognized if the net asset value of a Fund's portfolio was
not constant and was permitted to fluctuate with the market value of the
portfolio securities. It is believed that any such differences will normally be
minimal. During periods of declining interest rates, the quoted yield on shares
of each Fund may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio instruments. Thus, if
the use of amortized cost by a Fund resulted in a lower aggregate net asset
value on a particular day, a prospective investor in the Fund would be able to
obtain a somewhat higher yield if he or she purchased shares of the Fund on that
day, than would result from investment in a fund utilizing solely market values.
The converse would apply in a period of rising interest rates.
<PAGE>
The Trustees of the Trust have undertaken to establish procedures
reasonably designed, taking into account current market conditions and each
Fund's investment objectives, to stabilize, to the extent possible, each Fund's
price per share, as computed for the purposes of sales and redemptions, at
$1.00. Such procedures include review of each Fund's portfolio holdings by the
Adviser or its agent, at such intervals as it deems appropriate, to determine
whether the Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share based on
amortized cost. If any deviation between the Fund's net asset value based upon
available market quotations or market equivalents and that based upon amortized
cost exceeds 0.5%, the Trustees will promptly consider what action, if any, is
appropriate. The action may include, as appropriate, the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
the applicable Fund's average portfolio maturity; withholding dividends;
reducing the number of shares outstanding; or utilizing a net asset value per
share determined by using available market quotations.
The net asset value per share of the Funds will normally not be calculated
on days that the New York Stock Exchange is closed. These days include New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
Redemption of Shares
It is possible that in the future, conditions may exist which would, in
the opinion of the Trustees of the Trust, make it undesirable for a Fund to pay
for redeemed shares in cash. In such cases, the Trustees may authorize payment
to be made in portfolio securities or other property of the applicable Fund.
However, the Trust has obligated itself under the 1940 Act to redeem for cash
all shares of a Fund presented for redemption by any one shareholder up to
$250,000 (or 1% of the applicable Fund's net assets if that is less) in any
90-day period. Securities delivered in payment of redemptions are valued at fair
market value as determined in good faith by the Trustees. Shareholders receiving
such securities are likely to incur brokerage costs on their subsequent sales of
such securities.
The Custodian
United Missouri Bank of Kansas City, N.A., 928 Grand Avenue, Kansas City,
Missouri 64106, is the custodian of the portfolio securities and cash of the
Funds and maintains certain records on behalf of the Trust and the Funds.
Subject to the Trust's prior approval, the custodian may use the services of
subcustodians for the assets of one or more of the Funds.
<PAGE>
Independent Accountants
Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, serves as
the Trust's independent accountants, providing services which include the audit
of the Trust's annual financial statements, and the preparation of tax returns
filed on behalf of the Trust.
The audited financial statements and the notes thereto as of and for the ^
year ending December 31, ^ 1996, and the report of Price Waterhouse LLP with
respect to such financial statements, are incorporated by reference from the
Trust's Annual Report to Shareholders for the fiscal ^ year ended December 31, ^
1996.
Declaration of Trust Provisions
The Declaration of Trust establishing the Trust dated 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
personally; and no Trustee, shareholder, officer, employee or agent of the 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 of the Trust,
but the "Trust Property" only shall be liable.
As a Massachusetts business trust, the Trust is not required to hold
annual shareholder meetings. However, special meetings may be called for
purposes such as electing or removing trustees, changing fundamental policies or
approving an advisory contract. Pursuant to the Declaration, the holders of at
least 10% of the outstanding shares of a Fund may require the Trust to hold a
special meeting of shareholders for any purpose. The Declaration further
provides that any Trustee of the Trust may be removed, with or without cause, at
any meeting of the shareholders of the Trust by a vote of two-thirds of the
outstanding shares of the Trust.
<PAGE>
Part C
Other Information
Item 24. Financial Statements and Exhibits
(a) 1. Financial statements and schedules
included in Prospectus (Part A):
Financial Highlights for each of the ^
eight years in the period ended December
31, ^ 1996, and for the period from
April 27, 1988 (commencement of operations)
to December 31, 1988, for the INVESCO
Treasurer's Money Market Reserve Fund
and the INVESCO Treasurer's Tax-Exempt
Reserve Fund.
2. Financial Statements and schedules
included in Statement of Additional
Information (Part B):
The following financial statements
for INVESCO Treasurer's Money Market
Reserve Fund and the INVESCO Treasurer's
Tax-Exempt Reserve Fund and the notes
thereto as of and for the ^ year ended
December 31, ^ 1996, and the report of
Price Waterhouse LLP with respect to
such financial statements, are
incorporated herein by reference from
the Trust's Annual Report to Shareholders
for the fiscal ^ year ended December 31,
^ 1996: Statement of Investment Securities
as of December 31, ^ 1996; Statement of
Assets and Liabilities as of December
31, ^ 1996; Statement of Operations
^ for the year ended December 31, ^ 1996;
Statement of Changes in Net Assets for
each of the two years in the period ended
December 31, ^ 1996; and Financial
Highlights for each of the five years in
the period ended December 31, ^ 1996.
3. Financial statements and schedules included
in Part C:
None: Schedules have been omitted as all
information has been presented in the
financial statements.
<PAGE>
(b) Exhibits:
1. Declaration of Trust of Registrant.(2)^
2. By-laws of Registrant. ^
3. None.
4. None.
5. (a) Investment Advisory Agreement between
Registrant and INVESCO Capital Management,
Inc. dated as of February 28, 1997. ^
6. Distribution Agreement between Registrant and
INVESCO Services, Inc. dated as of ^ February
28, 1997.
7. Defined Benefit Deferred Compensation Plan
for Non-Interested Directors and ^ Trustees.
8. Custodian Agreement between the Registrant
and United Missouri Bank of Kansas City, N.A.^(3)
9. (a) ^ Transfer Agency Agreement between the
Trust and INVESCO Funds Group, Inc. dated ^
February 28, 1997.
(b) Indemnification Agreement between INVESCO
Capital Management, L.P. and each of the
Trustees of the Registrant. ^
(c) ^ Administrative Services Agreement between
Registrant and INVESCO Funds Group, Inc.^ dated
as of February 28, 1997.
10. Opinion as to legality of the shares. ^(2)
11. Consent of Independent Accountants.
12. None.
13. None.
14. None.
15. None.
16. Schedule for computation of yield and
effective yield quotations. (1)
<PAGE>
17. (a) Financial Data Schedule for the ^ year
ended December 31, ^ 1996, for INVESCO
Treasurer's Money Market Reserve Fund.
(b) Financial Data Schedule for the ^ year
ended December 31, ^ 1996, for INVESCO
Treasurer's Tax-Exempt Reserve Fund.
(c) Financial Data Schedule for the ^ year
ended December 31, ^ 1996, for INVESCO
Treasurer's Prime Reserve Fund.
(d) Financial Data Schedule for the ^ year
ended December 31, ^ 1996, for INVESCO
Treasurer's Special Reserve Fund.
18. None.
19. Power of Attorney appointing Glen A. Payne
and Edward F. O'Keefe as attorneys-in-fact.
(1)
- --------------------
(1) Previously filed on EDGAR on April 23, 1996, in Post-Effective Amendment
No. 16 to the Registrant's Registration Statement, and herein incorporated
by reference.
(2) Previously filed on January 29, 1988, in connection with Registrant's
initial Registration Statement under the 1933 Act, and herein incorporated
by reference.
^(3) Previously filed on ^ April 20, 1990, in Post-Effective Amendment No. ^ 4
to the Registrant's 1933 Act registration statement, and herein
incorporated by reference.
^
Item 25. Persons Controlled by or Under Common Control With
Registrant
The Registrant's Investment Adviser is INVESCO Capital Management, Inc., a
Delaware Corporation (the "Adviser") which is an indirect subsidiary of ^
AMVESCO PLC, an English public limited company. The Registrant's principal
underwriter is INVESCO Services, Inc., a Georgia corporation (the
"Distributor"). The Adviser also provides investment advice to the following
investment companies: INVESCO Advisor Funds, Inc. (formerly, The EBI Funds, ^
Inc.), and Selected Investment Managers Series Fund. The Distributor also
provides distribution services to the foregoing investment companies other than
Selected Investment Managers Series Fund. The Trust's transfer agent is INVESCO
Funds Group, Inc., a Delaware corporation which also performs certain
administrative services for the Trust. All of the outstanding securities of the
Distributor are owned by the Adviser. INVESCO Funds Group, Inc. is an indirect
subsidiary of ^ AMVESCO PLC.
<PAGE>
Item 26. Number of Holders of Securities
As of ^ March 31, ^ 1997 the number of record holders of each class of
securities of the two active Funds of the Trust were as follows:
Number of
Name of Fund Title of Class Record Holders
- ------------ -------------- --------------
Money Fund Beneficial Interest ^ 95
Tax-Exempt Fund Beneficial Interest ^ 40
Item 27. Indemnification
Article V of the Registrant's Declaration of Trust provides that the Trust
shall indemnify each of its Trustees and officers against all liabilities and
expenses reasonably incurred or paid by him in connection with any action, suit
or other proceeding, whether civil or criminal, in which he may be involved,
except with respect to any matter as to which he shall have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of his duties.
The Trustees have entered into an Indemnification Agreement dated January
27, 1988 with INVESCO Capital Management, Inc. (the "Adviser"), wherein each of
the Trustees agrees to become a trustee of the Trust, and the Adviser agrees to
indemnify each Trustee to the fullest extent permitted by law against all
liability and all expenses reasonably incurred or paid in connection with any
claim, action, suit or proceeding in which the Trustee becomes involved as a
party or otherwise by virtue of being or having been a trustee or officer of the
Trust and against amounts paid or incurred by the Trustee in the settlement
thereof; provided that such indemnification shall apply only to any such
liability, expenses or amounts paid or incurred in settlement in connection with
a claim, action, suit or proceeding which arises during either (i) the term of
the Trustee's service as a trustee of the Trust, or (ii) the four-year period
commencing upon the termination, for whatever reason, of the Trustee's service
as a trustee of the Trust. No indemnification shall be provided to a Trustee
under the Indemnification Agreement for any liability to the Trust, a series of
the Trust, or the shareholders of the Trust by reason of a final adjudication by
a court or other body before which a proceeding was brought that the Trustee
engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Trustee's office, or with
respect to any matter as to which the Trustee shall have been finally
adjudicated not to have acted in good faith and in responsible belief that the
Trustee's action was in the best interest of the Trust.
The Trust has entered into a Distribution Agreement dated ^ February 28,
1997 with INVESCO Services, Inc. (the "Distributor") which provides in part that
the Distributor and the Trust will indemnify, defend and hold harmless each
<PAGE>
other and their respective officers, directors, trustees and controlling
persons (within the meaning of the 1933 Act), from and against any and all such
claims, demands, liabilities and expenses (including cost of investigating or
defending such claims, demands or liabilities, and any attorneys fees incurred
in connection therewith), which such parties may incur under the federal
securities laws, the common law or otherwise.
Reference is made to the Distribution Agreement previously filed and
herein incorporated by reference.
Reference is also made to the revised Investment Advisory Agreement filed
as Exhibit 5(b), as referred to in Item 24(b) hereof.
Item 28. Business and Other Connections of Investment Adviser
See "The Investment Adviser" in the Prospectus and "The Advisory
Agreement" in the Statement of Additional Information for information regarding
the business of the investment adviser. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and directors of INVESCO Capital Management, Inc., reference is made to
Form ADV filed under the Investment Advisers Act of 1940 by INVESCO Capital
Management, Inc., herein incorporated by reference.
Item 29. Principal Underwriters
(a) The INVESCO Advisor Funds, Inc.
<PAGE>
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
Charles W. Brady Chairman of Chairman and
1315 Peachtree Street, N.E., the Board Trustee
#300
Atlanta, Georgia 30309
^ Tony D. Green Secretary and Secretary and
1315 Peachtree Street, N.E., ^ Treasurer Treasurer
#300
Atlanta, Georgia 30309
Hubert L. Harris, Jr. President, Chief Trustee
1315 Peachtree Street, N.E., Accounting and
#300 Financial Officer
Atlanta, Georgia 30309 and Director
Terrence J. Miller Vice President
1315 Peachtree Street, N.E., and Director
#300
Atlanta, Georgia 30309
Mark F. Moots, Jr. Assistant Secretary
1315 Peachtree Street, N.E., and Assistant
#300 Treasurer
Atlanta, Georgia 30309
George S. Robinson, Jr. Employee President and
1315 Peachtree Street, N.E., Chief Accounting
#300 and Financial^
Atlanta, Georgia 30309 Officer ^
<PAGE>
Item 30. Location of Accounts and Records
Registrant maintains the records required to be maintained by it under
Rules 31a-1(a), 31a-1(b) and 31a-2(a) under the 1940 Act at its offices at 7800
East Union Avenue, Denver, Colorado 80237. Certain records, including records
relating to Registrant's shareholders and the physical possession of its
securities, may be maintained pursuant to Rule 31a-3 at the offices of
Registrant's transfer agent, INVESCO Funds Group, Inc., 7800 East Union Avenue,
Denver, Colorado 80237, and at the offices of Registrant's custodian, United
Missouri Bank of Kansas City, N.A., at 928 Grand Avenue, Kansas City, Missouri
64106.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant shall furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
(b) The Registrant hereby undertakes that its board of
trustees will call such meetings of shareholders of
the Funds, for action by shareholder vote,
including acting on the question of removal of a
trustee or trustees, as may be requested in writing
by the holders of at least 10% of the outstanding
shares of a Fund or as may be required by
applicable law or the Trust's Declaration of Trust,
and to assist shareholders in communicating with
other shareholders as required by the Investment
Company Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, County of Fulton, and State
of Georgia, on the 25th day of April, 1997.
Attest: INVESCO Treasurer's Series
Trust
/s/ Tony D. Green /s/ George S. Robinson, Jr.
- ------------------------------------ ------------------------------------
Tony D. Green, Secretary George S. Robinson, Jr.,
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this 25th day of April,
1997.
/s/ George S. Robinson, Jr. /s/ Lawrence H. Budner
- ------------------------------------ ------------------------------------
George S. Robinson, Jr., Lawrence H. Budner, Trustee
President (Chief Financial and
Accounting Officer)
/s/ Tony D. Green /s/ Daniel D. Chabris
- ------------------------------------ ------------------------------------
Tony D. Green, Secretary and Daniel D. Chabris, Trustee
Treasurer
/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------------ ------------------------------------
Victor L. Andrews, Trustee Fred A. Deering, Trustee
/s/ John W. McIntyre /s/ Hubert L. Harris, Jr.
- ------------------------------------ ------------------------------------
John W. McIntyre, Trustee Hubert L. Harris, Jr., Trustee
/s/ Bob R. Baker /s/ Kenneth T. King
- ------------------------------------ ------------------------------------
Bob R. Baker, Trustee Kenneth T. King, Trustee
/s/ Charles W. Brady
- ------------------------------------
Charles W. Brady, Trustee
By* By* /s/ Glen A. Payne
--------------------------------- ---------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
April 12, 1990, September 16, 1991, May 27, 1992, April 29, 1994 and April 23,
1996.
<PAGE>
EXHIBIT INDEX
^
Page in
Exhibit Number Registration Statement
- -------------- ----------------------
2 73
5(a) 82
6 90
7 101
9(a) 108
9(b) 124
9(c) 129
11 134
17(a) 135
17(b) 136
17(c) 137
17(d) 138
BY-LAWS
OF
INVESCO TREASURER'S SERIES TRUST
ARTICLE ONE
DEFINITIONS
1.1 The terms "Commission", "Declaration," "Majority Shareholder Vote,
"1940 Act," "Series,", "Shareholders," "Shares," "Trust," "Trust Property," and
"Trustees" have the respective meanings given them in the Declaration of Trust
of INVESCO Treasurer's Series Trust dated as of January 27, 1988, as amended
from time to time.
ARTICLE TWO
OFFICES
2.1 The address of the principal office of INVESCO Treasurer's Series
Trust (the "Trust") is 1315 Peachtree Street, N.E., Atlanta, Georgia 30309.
2.2 The Trust may have other offices at such place or places (within or
without the Commonwealth of Massachusetts) as the Trustees may from time to time
designate or the business of the Trust may require or make desirable.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
3.1 All meetings of the Shareholders shall be within or without the
Commonwealth of Massachusetts as may be determined by the Chairman or the
President.
3.2 Meetings of Shareholders of the Trust, for any purpose or purposes,
unless otherwise prescribed by statute or the Declaration, may be called at any
time by a majority of the Trustees and shall be called by any Trustee upon
written request of Shareholders of any Series holding in the aggregate not less
than 10% of the outstanding Shares of such Series having voting rights, such
request specifying the purpose or purposes for which such meeting is to be
called.
3.3 Except as otherwise required by statute or the Declaration, written
notice of each meeting of the Shareholders shall be served, either personally or
by first class mail, upon each Shareholder of record entitled to vote at such
meeting, not less than ten (10) nor more than sixty (60) days before such
meetinq. If mailed, such notice shall be directed to a Shareholder at his
address last shown on the stock transfer books of the Trust. The notice of any
special meeting of the Shareholders shall state the purpose or purposes for
which the meeting is called. Notice of any meeting of Shareholders shall not be
required to be given to any Shareholder who, in person or by proxy, either
before or after such meeting, shall waive such notice. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place of
<PAGE>
the meeting, the time of the meeting, and the manner in which it has been called
or convened, except when a Shareholder attends a meeting solely for the purpose
of stating, at the beginning of the meeting, any such objection or objections to
the transaction of business. Notice of any adjourned meeting need not be given
if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken.
3.4 The holders of a majority of the Shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the Shareholders for
the transaction of business, except as otherwise provided by law, by the
Declaration, or by these By-Laws. If, however, such a majority shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of voting Shares shall be present. At
any such adjourned meeting at which a quorum shall be present in person or by
proxy, any business may be transacted that might have been transacted at the
meeting as originally called.
3.5 At every meeting of the Shareholders, any Shareholder having the right
to vote shall be entitled to vote in person or by proxy. Each Shareholder shall
have one vote for each Share having votinq power registered in the name of such
Shareholder on the books of the Trust.
3.6 Any action to be taken at a meeting of the Shareholders, or any action
that may be taken at a meeting of the Shareholders, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by a majority of the Shareholders entitled to vote with respect to the
subject matter thereof and any further requirements of law pertaining to such
consents have been complied with.
ARTICLE FOUR
Trustees
4.1. Meetinqs of the Trustees. The Trustees may in their discretion
provide for regular or special meetings of the Trustees.
4.2 Telephone Meetings. Any Trustee or any member or members of any
committee designated by the Trustees, may participate in a meeting of the
Trustees, or any such committee, as the case may be, by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in a meeting by
these means constitutes presence in person at the meeting.
4.3. Quorum, Voting and Adjournment of Meetinqs. At all meetings of the
Trustees, a majority of the Trustees shall be requisite to and shall constitute
a quorum for the transaction of business. If a quorum is present, the
affirmative vote of a majority of the Trustees present shall be the act of the
Trustees, unless the concurrence of a greater proportion is expressly required
for such action by law, the Declaration or these By-Laws. If there is less than
<PAGE>
a quorum present at any meeting of the Trustees, the Trustees present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been obtained.
4.4. Action bs Trustees Without Meetinq. The provisions of these By-Laws
covering notices and meetings to the contrary notwithstanding, and except as
required by law, any action required or permitted to be taken at any meeting of
the Trustees may be taken without a meeting if a consent in writing setting
forth the action shall be signed by a majority of the Trustees entitled to vote
upon the action and such written consent is filed with the minutes of
proceedings of the Trustees.
4.5. Expenses and Fees. Each Trustee may be allowed expenses, if any, for
attendance at each regular or special meeting of the Trustees, and each Trustee
who is not an officer or employee of the Trust or of its investment manager or
underwriter or of any corporate affiliate of any of said persons shall receive
for services rendered as a Trustee of the Trust such compensation as may be
fixed by the Trustees. Nothing herein contained shall be construed to preclude
any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.
4.6. Execution of Instruments and Documents and Siqninq of Checks and
Other Obliqations and Transfers. All instruments, documents and other papers
shall be executed in the name or on behalf of the Trust or any Series thereof
and all checks, notes, drafts and other obligations for the payment of money by
the Trust or any Series thereof shall be signed, and all transfers of securities
standing in the name of the Trust or any Series thereof shall be executed, by
the Chairman, President, any Vice President or the Treasurer or any one or
m(cent)re officers or agents of the Trust as shall be designated for that
purpose by vote of the Trustees.
ARTICLE FIVE
Committees
5.1. Executive and Other Committees. The Trustees, by resolution adopted
by a majority of the Trustees, may designate an Executive Committee and/or other
committees, each committee to consist of two (2) or more of the Trustees of the
Trust and may delegate to such committees, in the intervals between meetings of
the Trustees, any or all of the powers of the Trustees in the management of the
business and affairs of the Trust. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a Trustee to act in place of such absent
member. Each such committee shall keep a record of its proceedings.
The Executive Committee and any other committee shall fix its own rules of
procedure, but the presence of at least a majority of the members of the whole
committee shall in each case be necessary to constitute a quorum of the
committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.
<PAGE>
All actions of the Executive Committee shall be reported to the Trustees
at the next meeting.
5.2. Advisors Committee. The Trustees may appoint an advisory committee
which shall be composed of persons who do not serve the Trust or any Series
thereof in any other capacity and which shall have advisory functions with
respect to the investments of the Trust or any Series thereof but which shall
have no power to determine that any security or other investment shall be
purchased, sold or otherwise disposed of by the Trust or any Series thereof. The
number of persons constituting any such advisory committee shall be determined
from time to time by the Trustees or any Series thereof. The members of any such
advisory committee may receive compensation for their services and may be
allowed such fees and expenses for the attendance at meetings as the Trustees
may from time to time determine to be appropriate.
5.3. Committee Action Without Meetinq. The provisions of these By-Laws
covering notices and meetings to the contrary notwithstanding, and except as
required by law, any action required or permitted to be taken at any meeting of
any Committee of the Trustees appointed pursuant to Section 5.1 of these By-Laws
may be taken without a meeting if a consent in writing setting forth the action
shall be signed by a majority of the members of the Committee entitled to vote
upon the action and such written consent is filed with the records of the
proceedings of the Committee.
ARTICLE SIX
OFFICERS
6.1 The Trustees shall annually elect the following officers: Chairman,
President, Secretary and Treasurer. The Trustees may elect or appoint or request
the Chairman or President to appoint such other officers or agents with such
powers as the Trustees may deem to be advisable, including one or more
Vice-Presidents, Assistant Treasurers and Assistant Secretaries, who shall hold
their offices for such terms as shall be specified by the President and shall
exercise such powers and perform such duties as shall be determined from time to
time by the President. The Chairman and the President shall be and any other
officer may, but need not, be a Trustee.
6.2 Any person may hold any two or more offices.
6.3 The salaries of the officers of the Trust shall be fixed by the
Trustees, except that the Trustees may delegate to any officer or officers the
power to fix the compensation of any officer appointed in accordance with the
second sentence of Section 6.1 of these By-Laws.
6.4 Each officer of the Trust shall hold office until his successor is
chosen or until his earlier resignation, death or removal, or the termination of
his office. Any officer may be removed by the Trustees, with or without cause,
whenever in its judgment the best interests of the Trust will be served thereby.
<PAGE>
Any officer appointed other than by the Trustees or by the Shareholders may be
removed with or without cause at any time by an officer having authority to
appoint the officer being removed if such superior officer, in his absolute
discretion, shall consider that the best interests of the Trust will be served
thereby.
6.5 The Chairman. The Chairman shall preside at all meetings of the
Shareholders and of the Trustees, may be a signatory on all Annual and
Semi-Annual Reports as may be sent to Shareholders, and shall perform such other
duties as the Trustees may from time to time prescribe.
6.6 President. The President shall be the chief executive officer of the
Trust and shall have general and active management of the business of the Trust.
The President shall also have such powers and perform such duties as are
specifically imposed upon him by law and as may be assigned to him by the
Trustees. The President shall be ex officio a member of all standing committees,
unless otherwise provided in the resolution appointing the same.
6.7 Vice Presidents. The Vice-Presidents, if any, shall perform such duties
as are generally performed by vice-presidents. The Vice-Presidents shall perform
such other duties and exercise such other powers as the Trustees shall request
or delegate.
6.8 Secretary. The Secretary shall attend all sessions of the Trustees and
all meetings of the Shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
any notice required to be given of any meetings of the Shareholders and of the
Trustees, and shall perform such other duties as may be prescribed by the
Trustees, Chairman or the President. The Assistant Secretary or Assistant
Secretaries shall, in the absence or disability of the Secretary, or at his
request, perform his duties and exercise his powers and authority.
6.9 Treasurer. The Treasurer shall have charge of and be responsible for
all funds, securities, receipts and disbursements of the Trust and each Series
thereunder, and shall deposit, or cause to be deposited, in the name of the
Trust or the appropriate Series, all monies or other valuable effects, in such
banks, trust companies or other depositories as shall, from time to time, be
selected by the Trustees; he shall render to the Chairman, President and to the
Trustees, whenever requested, an account of the financial condition of the Trust
or any Series thereof, and in general, he shall perform all the duties incident
to the office of a Treasurer of a business corporation, and such other duties as
may be assigned to him by the Trustees, Chairman or the President. The Assistant
Treasurer or the Assistant Treasurers shall, in the absence or disability of the
Treasurer, or at his request, perform his duties and exercise his powers and
authority.
6.10 In case of the absence of any officer of the Trust, or for any other
reason that the Trustees may deem sufficient, the Trustees may delegate, on an
interim or temporary basis, any or all of the powers or duties of any officer to
any other officer or to any Trustee.
<PAGE>
ARTICLE SEVEN
CONTRACTS
7.1 The Trust may from time to time, in the discretion of its Trustees,
enter into one or more contracts known generally as investment advisory
contracts pursuant to which the other party to the contract shall undertake to
furnish to the Trust or any Series thereof and to the Trustees investment
advisory services, statistical and research facilities and services and
administrative and other services, all on such terms and conditions as the
Trustees may in their discretion determine.
The initial investment advisory contract shall not be effective unless
ratified or approved by the Shareholders. The Trust shall enter such contracts
only with investment advisers registered as investment advisers under the
Investment Advisers Act of 1940, as amended.
7.2 All securities and cash of the Trust shall be held by one or more
custodians which shall be banks or trust companies each having capital and
unimpaired surplus of not less than two million dollars. The bank or trust
company shall act pursuant to one or more agreements in which it shall agree to
act as custodian and as agent f-or the Trust. The custodian agreements shall be
in form satisfactory to the Trustees of the Trust and shall contain provisions
which comply with applicable law, including the 1940 Act.
7.3 The Trust may from time to time, in the discretion of its Trustees,
enter into one or more contracts with any person, firm or corporation to act as
underwriter for the Trust and to perform such other duties and render such other
services as the Trustees may in their discretion determine.
7.4 If otherwise allowed by law and applicable rules and regulations, any
contract of the character described in Articles 7.1, 7.2 or 7.3 may be entered
into with any qualified party although one or more of the members of the
Trustees or officers of the Trust may be an officer, director, trustee,
shareholder or member of the other party to any of these contracts. None of the
contracts shall be invalidated or be void by reason of the existence of any of
these relationships, nor shall any person being in these relationships be liable
by reason of the relationship for any loss or expense of the Trust under or by
reason of any of the contracts or be accountable for any profit realized
directly or indirectly therefrom.
Any individual may be financially interested in or with or otherwise
affiliated with persons who are parties to any of these contracts.
This Article 7.4 shall not be deemed to protect any officer or Trustee of
the Trust against any liability to the Trust or to the holders of the securities
to which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his duties to the Trust.
<PAGE>
ARTICLE EIGHT
INVESTMENTS
8.1 The authority of the Trustees of the Trust, or its agents or
designees, to invest the funds of the Trust shall be subject to the limitations
from time to time included by the
Trust in its Registration Statement on Form N-1A, including any amendment
thereto filed with the Commission under the Securities Act of 1933, as amended,
and under the 1940 Act and said limitations shall not be changed without the
approval of Shareholders holding the lesser of (i) sixty-seven per cent (67%) or
more of the Shares present at a meeting if the holders of more than fifty per
cent (50%) of the outstanding Shares of the Trust are present or represented by
proxy, or (ii) more than fifty per cent (50%) of the outstanding voting Shares
of the Trust.
ARTICLE NINE
INTERESTED PERSONS
9.1 No officer or Trustee of the Trust or of the other party to a contract
as described in Article Seven shall deal for or on behalf of the Trust with
himself, as principal or agent, or with any corporation or other organization in
which he may have a financial interest, provided, however, that this prohibition
shall not:
(a) Prevent officers or Trustees of the Trust from buying, holding
or selling Shares of the Trust, or from being partners, officers or directors of
or otherwise having a financial interest in the other party to a contract as
described in Article Seven;
(b) Prevent the purchase or sale of securities or other property, if
such transaction is permitted by or is exempt or exempted under applicable
provisions of the 1940 Act; or
(c) Prevent the employment of legal counsel, registrar,
transfer.agent, dividend disbursing agent, custodian or trustee who is, or has a
partner, shareholder, officer or director who is, an officer or Trustee of the
Trust or of any other party to a contract as described in Article Seven if only
customary fees are charged for the services to the Trust.
ARTICLE TEN
NOTICES; WAIVERS OF NOTICE
10.1 Except as otherwise specifically provided by law, the Declaration or
these By-Laws, whenever under the provisions of law, the Declaration or of these
By-Laws notice is required to be given to any Shareholder, Trustee or officer,
<PAGE>
it shall not be construed to mean personal notice, but such notice may be
given either by personal notice or by mail by depositing the same with the
United States Postal Service in a postpaid sealed envelope, addressed to such
Shareholder, officer or Trustee at such address as appears on the books of the
Trust, and such notice shall be deemed to be given at the time when the same
shall be thus sent or mailed.
10.2 When any notice whatever is required to be given by law, by the
Declaration or by these By-Laws, waiver thereof by the person or persons
entitled to said notice given before or after the time stated therein, in
writinq, shall be deemed equivalent thereto. No notice of any meeting need be
given to any person who shall attend such meeting, such attendance constituting
a waiver of notice, except when a Shareholder attends a meeting solely for the
purpose of stating at the beginning of the meeting any objection to the
transaction of business, and so states his objection at the beginning of the
meeting.
ARTICLE ELEVEN
MISCELLANEOUS
11.1 Fiscal Year. The Trust shall be on a fiscal year determined by the
Trustees.
11.2 Financial Statements. The Trust shall prepare and distribute to the
Shareholders such financial statements and reports, as may from time to time be
required by law.
11.3 Appointment of Agents The Chairman, President or any Vice-President
shall be authorized and empowered in the name and as the act and deed of the
Trust to name and appoint general and special agents, representatives and
attorneys to represent the Trust in the United States or in any foreign country
or countries and to name and appoint attorneys and proxies to vote any Shares of
stock in any other corporation at any time owned or held of record by the Trust,
and to prescribe, limit and define the powers and duties of such agents,
representatives, attorneys, and proxies and to make substitution, revocation or
cancellation in whole or in part of any power or authority conferred on any such
agent, representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys, or proxies
shall be so named and appointed shall be signed and executed by the Chairman,
President, Secretary or any Vice President. Any substitution, revocation or
cancellation shall be signed in like manner, provided always that any agent,
representative, attorney or proxy when so authorized by the instrument
appointing him may substitute or delegate his powers in whole or in part and
revoke and cancel such substitutions or delegations. No special authorization by
the Trustees shall be necessary in connection with the foregoing, but this
By-Law shall be deemed to constitute full and complete authority to the officers
above designated to do all the acts and things as they deem necessary or
incident thereto or in connection therewith.
11.4 Auditor. An auditor for the Trust shall be selected annually in
accordance with the 1940 Act and applicable rules and regulations thereunder.
<PAGE>
ARTICLE TWELVE
AMENDMENTS
12.1 Except as otherwise required by law or by the Declaration, the By-Laws
of the Trust may be repealed, amended, adopted or altered by majority vote of
the Trustees of the Trust or by majority vote of the Shareholders, provided that
the Shareholders may provide by resolution that any By-Law provision repealed,
amended, adopted or altered by them may not be repealed, amended, adopted or
altered by the Trustees.
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
corporation, 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 management
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-Exempt 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 covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Investment Management Services. INVESCO hereby agrees to manage the
investment operations of the following Series of the Trust, subject to the
supervision of the Trust's trustees (the "Trustees"): INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund
(individually a "Fund" and collectively the "Funds"). Specifically, and without
limitation, 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, Registration
Statement, as from time to time amended, under the Investment Company Act of
1940, as amended (the "1940 Act"), and in any prospectus and/or statement of
additional information of the Trust or of the applicable 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;
<PAGE>
(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
investment 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, certificates
of deposit, bankers' acceptances, variable amount notes and corporate debt
obligations;
(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 pertaining to the
Fund's portfolio securities shall be exercised; and
(g) to calculate the net asset value of the Trust and each Fund, as
applicable, 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-custodian or sub-custodian of the Trust's or any Fund's assets (the
"Custodian") 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 securities
with brokers or dealers selected by INVESCO. In connection with the selection 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 applicable, the most
favorable execution and price; after fulfilling this primary 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 selection of broker-dealers to execute portfolio
transactions, subject to the requirements 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
applicable, accounts and records, and the preparation of all requisite corporate
documents such as tax returns and reports to the Securities and Exchange
<PAGE>
Commission and Trust shareholders. INVESCO will also furnish, at INVESCO's
expense, such office space, equipment and facilities as may be reasonably
requested by the Trust from time to time.
INVESCO shall for all purposes herein provided be deemed to be an independent
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 limiting 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 accountants,
custodian, depository, dividend disbursing agent, dividend reinvestment
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 Treasurer's
Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve 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 regulatory
requirements, including the preparation and printing of prospectuses and
statements of additional information;
(4) the compensation and expenses of the Trustees, officers and employees
of the Trust;
(5) the costs of printing and distributing reports, notices of
shareholders' 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
organization 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
<PAGE>
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 authority;
(7) the expenses of repurchasing and redeeming shares of the Trust;
(8) insurance premiums;
(9) the costs of designing, printing, and issuing certificates representing
shares of beneficial interests of the Trust;
(10) the expenses, including fees and disbursements of counsel, in
connection 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
transactions to which the Trust or any Fund is a party or in connection with
securities 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 valuations 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.
<PAGE>
If, in any given year, the sum of a particular Fund's expenses exceeds the sum
of (i) two percent (2%) of the value of such Fund's average net assets for such
year up to $10,000,000, (ii) one and one-half percent (1.5%) of the next
$20,000,000 in such average net assets, and (iii) one percent (1%) of any such
average net assets in excess of $30,000,000, INVESCO will be required to
reimburse such Fund for such excess expenses promptly. Interest, taxes and
extraordinary items such as litigation costs are not deemed expenses for
purposes of this paragraph. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and shall not be deemed
to be expenses for purposes of this paragraph.
4. Avoidance of Inconsistent Positions and Compliance with Laws. In connection
with purchases or sales of securities for the investment portfolio of the Trust
or of any of the Funds, except as otherwise permitted by 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 it is approved by a majority of the outstanding voting securities of each
applicable Fund of the Trust, 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 voting 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 securities 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 immediately
terminate if it is not approved by a vote of a majority of the outstanding
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 Securities 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 (particularly the
<PAGE>
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 receive
payments on any unpaid balance of the compensation described in paragraph 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, without
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 advisable,
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 incurred 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 reckless
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.
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 interested persons
of INVESCO or the Trust.
<PAGE>
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
interpretation hereof shall be governed exclusively by the laws of the State of
Georgia.
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 PERSONALLY; AND
NO TRUSTEE, SHAREHOLDER, OFFICER, EMPLOYEE OR AGENT OF INVESCO TREASURER'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.
<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: /s/ Frank M. Bishop
-------------------
Vice President
ATTEST:
/s/ Julie A. Skaggs
- ----------------------------
Asst. Secretary
INVESCO TREASURER'S SERIES TRUST
By: /s/ George S. Robinson
----------------------
President
ATTEST:
/s/ Jacquelyn Clark
- ----------------------------
Asst. Secretary
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, between INVESCO
TREASURER'S SERIES TRUST, a Massachusetts business trust (the "Trust"), and
INVESCO SERVICES, INC., a Georgia corporation (the "Underwriter").
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end management
investment company and currently has one class of shares (the "Shares") which is
divided into four series, and which may be divided into additional series (the
"Series"), each representing an interest in a separate portfolio of investments,
and it is in the interest of the Trust to offer the Shares for sale
continuously; and
WHEREAS, the Underwriter is engaged in the business of selling shares of
investment companies either directly to investors or through other securities
dealers; and
WHEREAS, the Trust and the Underwriter wish to enter into an agreement
with each other with respect to the continuous offering of the Shares of each
Series in order to promote growth of the Trust and facilitate the distribution
of the Shares;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints the Underwriter its agent for
the distribution of Shares of each Series in
jurisdictions wherein such Shares legally may be offered
for sale; provided, however, that the Trust in its
absolute discretion may (a) issue or sell Shares of each
Series directly to purchasers, or (b) issue or sell
Shares of a particular Series to the shareholders of any
other Series or to the shareholders of any other
investment company, for which the Underwriter or any
affiliate thereof shall act as exclusive distributor,
who wish to exchange all or a portion of their
investment in Shares of such Series or in shares of such
other investment company for the Shares of a particular
Series. Notwithstanding any other provision hereof, the
Trust may terminate, suspend or withdraw the offering of
Shares whenever, in its sole discretion, it deems such
action to be desirable. The Trust reserves the right to
reject any subscription in whole or in part for any
reason.
<PAGE>
2. The Underwriter hereby agrees to serve as agent for the
distribution of the Shares and agrees that it will use
its best efforts with reasonable promptness to sell such
part of the authorized Shares remaining unissued as from
time to time shall be effectively registered under the
Securities Act of 1933, as amended (the "1933 Act"), at
such prices and on such terms as hereinafter set forth,
all subject to applicable federal and state securities
laws and regulations. Nothing herein shall be construed
to prohibit the Underwriter from engaging in other
related or unrelated businesses.
3. In addition to serving as the Trust's agent in the
distribution of the Shares, the Underwriter shall also
provide to the holders of the Shares certain
maintenance, support or similar services ("Shareholder
Services"). Such services shall include, without
limitation, answering routine shareholder inquiries
regarding the Trust, assisting shareholders in
considering whether to change dividend options and
helping to effectuate such changes, arranging for bank
wires, and providing such other services as the Trust
may reasonably request from time to time. It is
expressly understood that the Underwriter or the Trust
may enter into one or more agreements with third parties
pursuant to which such third parties may provide the
Shareholder Services provided for in this paragraph.
4. Except as otherwise specifically provided for in this
Agreement, the Underwriter shall sell the Shares
directly to purchasers, or through qualified
broker-dealers or others, in such manner, not
inconsistent with the provisions hereof and the then
effective Registration Statement of the Trust under the
1933 Act (the "Registration Statement") and related
Prospectus (the "Prospectus") and Statement of
Additional Information ("SAI") of the Trust as the
Underwriter may determine from time to time; provided
that no broker-dealer or other person shall be appointed
or authorized to act as agent of the Trust without the
prior consent of the Trustees of the Trust (the
"Trustees"). The Underwriter will require each
broker-dealer to conform to the provisions hereof and of
the Registration Statement (and related Prospectus and
SAI) at the time in effect under the 1933 Act with
respect to the public offering price of the Shares of
any Series. The Trust will have no obligation to pay
any commissions or other remuneration to such
broker-dealers.
<PAGE>
5. The Shares of each Series offered for sale or sold by
the Underwriter shall be offered or sold at the net
asset value per share determined in accordance with the
then current Prospectus and/or SAI relating to the sale
of the Shares of the appropriate Series except as
departure from such prices shall be permitted by the
then current Prospectus and/or SAI of the Trust, in
accordance with applicable rules and regulations of the
Securities and Exchange Commission. Except as may be
otherwise disclosed in a then current Prospectus or SAI
applicable to a particular Series, the Trust shall
receive all of the proceeds resulting from the sale of
the Shares of each Series.
6. Except as may be otherwise agreed to by the Trust, the
Underwriter shall be responsible for issuing and
delivering such confirmations of sales made by it
pursuant to this Agreement as may be required; provided,
however, that the Underwriter or the Trust may utilize
the services of other persons or entities believed by it
to be competent to perform such functions. Shares shall
be registered on the transfer books of the Trust in such
names and denominations as the Underwriter may specify.
7. The Trust will execute any and all documents and furnish
any and all information which may be reasonably
necessary in connection with the qualification of the
Shares for sale (including the qualification of the
Trust as a broker-dealer where necessary or advisable)
in such states as the Underwriter may reasonably request
(it being understood that the Trust shall not be
required without its consent to comply with any
requirement which in the opinion of the Trustees of the
Trust is unduly burdensome). The Underwriter, at its
own expense, will effect all qualifications of itself as
broker or dealer, or otherwise, under all applicable
state or Federal laws required in order that the Shares
may be sold in such states or jurisdictions as the Trust
may reasonably request.
8. The Trust shall prepare and furnish to the Underwriter
from time to time the most recent form of the Prospectus
and/or SAI of the Trust and/or of each Series of the
Trust. The Trust authorizes the Underwriter to use the
Prospectus and/or SAI, in the forms furnished to the
Underwriter from time to time, in connection with the
sale of the Shares of the Trust and/or of each Series of
the Trust. The Trust will furnish to the Underwriter
from time to time such information with respect to the
<PAGE>
Trust, each Series, and the Shares as the Underwriter may reasonably
request for use in connection with the sale of the Shares. The
Underwriter agrees that it will not use or distribute or authorize
the use, distribution or dissemination by broker-dealers or others
in connection with the sale of the Shares any statements, other than
those contained in a then current Prospectus and/or SAI of the Trust
or applicable Series, except such supplemental literature or
advertising as shall be lawful under Federal and state securities
laws and regulations, and that it will promptly furnish the Trust
with copies of all such material.
9. The Underwriter will not make, or authorize any broker-dealers or
others to make any short sales of the Shares of the Trust or
otherwise make any sales of the Shares unless such sales are made in
accordance with a then current Prospectus and/or SAI relating to the
sale of the applicable Shares.
10. The Underwriter, as agent of and for the account of the
Trust, may cause the redemption or repurchase of the
Shares at such prices and upon such terms and conditions
as shall be specified in a then current Prospectus
and/or SAI. In selling, redeeming or repurchasing the
Shares for the account of the Trust, the Underwriter
will in all respects conform to the requirements of all
state and federal laws and the Rules of Fair Practice of
the National Association of Securities Dealers, Inc.,
relating to such sale, redemption or repurchase, as the
case may be. The Underwriter will observe and be bound
by all the provisions of the Declaration of Trust or
Bylaws of the Trust and of any provisions in the
Registration Statement, Prospectus and SAI, as such may
be amended or supplemented from time to time, notice of
which shall have been given to the Underwriter, which at
the time in any way require, limit, restrict or prohibit
or otherwise regulate any action on the part of the
Underwriter.
11. (a) The Trust shall indemnify, defend and hold harmless
the Underwriter, its officers and directors and any
person who controls the Underwriter within the
meaning of the 1933 Act, from and against any and
all claims, demands, liabilities and expenses
(including the cost of investigating or defending
such claims, demands or liabilities and any
attorney fees incurred in connection therewith)
which the Underwriter, its officers and directors
or any such controlling person, may incur under the
<PAGE>
federal securities laws, the common law or otherwise, arising
out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or any
related Prospectus and/or SAI or arising out of or based upon
any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.
Notwithstanding the foregoing, this indemnity agreement, to
the extent that it might require indemnity of the Underwriter
or any person who is an officer, director or controlling
person of the Underwriter, shall not inure to the benefit of
the Underwriter or officer, director or controlling person
thereof unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy
as expressed in the federal securities laws and in no event
shall anything contained herein be so construed as to protect
the Underwriter against any liability to the Trust, the
Trustees or the Trust's shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement.
This indemnity agreement is expressly conditioned upon the
Trust's being notified of any action brought against the
Underwriter, its officers or directors or any such controlling
person, which notification shall be given by letter or by
telegram addressed to the Trust at its principal address in
Atlanta, Georgia and sent to the Trust by the person against
whom such action is brought within ten (10) days after the
summons or other first legal process shall have been served
upon the Underwriter, its officers or directors or any such
controlling person. The failure to notify the Trust of any
such action shall not relieve the Trust from any liability
which it may have to the person against whom such action is
brought by reason of any such alleged untrue statement or
omission otherwise than on account of the indemnity agreement
contained in this paragraph. The Trust shall be entitled to
assume the defense of any suit brought to enforce such claim,
demand, or liability, but in such case the defense shall be
<PAGE>
conducted by counsel chosen by the Trust and approved by the
Underwriter, which approval shall not be unreasonably
withheld. If the Trust elects to assume the defense of any
such suit and retain counsel approved by the Underwriter, the
defendant or defendants in such suit shall bear the fees and
expenses of an additional counsel obtained by any of them.
Should the Trust elect not to assume the defense of any such
suit, or should the Underwriter not approve of counsel chosen
by the Trust, the Trust will reimburse the Underwriter, its
officers and directors or the controlling person or persons
named as defendant or defendants in such suit, for the
reasonable fees and expenses of any counsel retained by the
Underwriter or them. In addition, the Underwriter shall have
the right to employ counsel to represent it, its officers and
directors and any such controlling person who may be subject
to liability arising out of any claim in respect of which
indemnity may be sought by the Underwriter against the Trust
hereunder if in the reasonable judgment of the Underwriter it
is advisable for the Underwriter, its officers and directors
or such controlling person to be represented by separate
counsel, in which event the reasonable fees and expenses of
such separate counsel shall be borne by the Trust. This
indemnity agreement and the Trust's representations and
warranties in this Agreement shall remain operative and in
full force and effect and shall survive the delivery of any of
the Shares as provided in this Agreement. This indemnity
agreement shall inure exclusively to the benefit of the
Underwriter and its successors, the Underwriter's officers and
directors and their respective estates and any such
controlling person and their successors and estates. The
Trust shall promptly notify the Underwriter of the
commencement of any litigation or proceeding against it in
connection with the issue and sale of the Shares.
The Underwriter specifically agrees that, notwithstanding
anyting to the contrary herein, it shall look solely to the
assets of the Trust for any and all indemnification and that
nothing shall be construed to create any personal liability of
any Trustee or shareholder of the Trust. The Underwriter
expressly acknowledges that the Declaration of Trust
establishing the INVESCO Treasurer's Series Trust, dated
January 27, 1988, a copy of which, together with all
<PAGE>
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 personally; and no
Trustee, shareholder, officer, employee or agent of INVESCO
Treasurer'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.
(b) The Underwriter agrees to indemnify, defend and
hold harmless the Trust, its Trustees and any
person who controls the Trust within the meaning of
the 1933 Act, from and against any and all claims,
demands, liabilities and expenses (including the
cost of investigating or defending such claims,
demands or liabilities and any attorney fees
incurred in connection therewith) which the Trust,
its Trustees or any such controlling person may
incur under the Federal securities laws, the common
law or otherwise, but only to the extent that such
liability or expense incurred by the Trust, its
Trustees or such controlling person resulting from
such claims or demands shall arise out of or be
based upon (a) any alleged untrue statement of a
material fact contained in information furnished in
writing by the Underwriter to the Trust
specifically for use in the Registration Statement
or any related Prospectus and/or SAI or shall arise
out of or be based upon any alleged omission to
state a material fact in connection with such
information required to be stated in the
Registration Statement or the related Prospectus
and/or SAI or necessary to make such information
not misleading and (b) any alleged act or omission
on the Underwriter's part as the Trust's agent that
has not been expressly authorized by the Trust in
writing.
Notwithstanding the foregoing, this indemnity agreement, to
the extent that it might require indemnity of the Trust or any
Trustee or controlling person of the Trust, shall not inure to
the benefit of the Trust or Trustee or controlling person
<PAGE>
thereof unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy
as expressed in the federal securities laws and in no event
shall anything contained herein be so construed as to protect
any Trustee of the Trust against any liability to the Trust or
the Trust's shareholders to which the Trustee would otherwise
be subject by reason of willful misfeasance, bad faith or
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
This indemnity agreement is expressly conditioned upon the
Underwriter's being notified of any action brought against the
Trust, its Trustees or any such controlling person, which
notification shall be given by letter or telegram addressed to
the Underwriter at its principal office in Atlanta, Georgia,
and sent to the Underwriter by the person against whom such
action is brought, within ten (10) days after the summons or
other first legal process shall have been served upon the
Trust, its Trustees or any such controlling person. The
failure to notify the Underwriter of any such action shall not
relieve the Underwriter from any liability which it may have
to the Trust, its Trustees or such controlling person by
reason of any such alleged misstatement or omission on the
Underwriter's part otherwise than on account of the indemnity
agreement contained in this paragraph. The Underwriter shall
be entitled to assume the defense of any suit brought to
enforce such claim, demand, or liability, but in such case the
defense shall be conducted by counsel chosen by the
Underwriter and approved by the Trust, which approval shall
not be unreasonably withheld.
12. The Trust will pay or cause to be paid (a) expenses
(including the fees and disbursements of its own
counsel) of any registration of the Shares under the
1933 Act, as amended, (b) expenses incident to the
issuance of the Shares, and (c) expenses (including the
fees and disbursements of its own counsel) incurred in
connection with the preparation, printing and
distribution of the Trust's Prospectuses, SAIs, and
periodic and other reports sent to holders of the Shares
in their capacity as such. The Underwriter will pay or
cause to be paid the costs and expenses of preparing,
printing and distributing any of the Trust's
<PAGE>
Prospectuses, SAIs and sales literature. Except as may be otherwise
agreed to by the Trust from time to time, the Underwriter will pay
all expenses (other than the Trust's auditing expenses) of
qualifying or continuing the qualification of the Shares for sale
under the laws of such states as may be designated by the
Underwriter under the conditions herein specified. No transfer
taxes, if any, which may be payable in connection with the issue or
delivery of the Shares sold as herein contemplated or of the
certificates for the Shares shall be borne by the Trust or its
Trustees, and the Underwriter will indemnify and hold harmless the
Trust and its Trustees against liability for all such transfer
taxes. The Underwriter shall prepare and provide necessary copies of
all sales literature subject to the Trust's approval thereof.
13. This Agreement shall become effective as of February 28,
1997, and shall continue in effect for an initial term
expiring February 28, 1998, and from year to year
thereafter, but only so long as such continuance is
specifically approved at least annually (a)(i) by a vote
of the Trustees of the Trust or (ii) by a vote of a
majority of the outstanding voting securities of the
Trust, and (b) by a vote of a majority of the Trustees
of the Trust who are not "interested persons," as
defined in the Investment Company Act, of the Trust cast
in person at a meeting for the purpose of voting on this
Agreement.
Either party hereto may terminate this Agreement on any date,
without the payment of a penalty, by giving the other party at least
60 days' prior written notice of such termination specifying the
date fixed therefor. In particular, this Agreement may be terminated
at any time, without payment of any penalty, by vote of a majority
of the members of the Trustees of the Trust who, except for their
positions as Trustees of the Trust, are not "interested persons" (as
defined in the Investment Company Act) of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust on not
more than 60 days' written notice to the Underwriter.
Without prejudice to any other remedies of the Trust provided for in
this Agreement or otherwise, the Trust may terminate this Agreement
at any time immediately upon the Underwriter's failure to fulfill
any of the obligations of the Underwriter hereunder.
<PAGE>
14. The Underwriter expressly agrees that, notwithstanding
anything to the contrary herein, or in any applicable law, 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 on the part of any Trustee or any shareholder of
the Trust. The Underwriter expressly acknowledges that the
Declaration provides that the name INVESCO Treasurer's Series Trust
refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of INVESCO Treasurer'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.
15. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 15, the
definition of "assignment" contained in the Investment Company Act
shall be applied.
16. 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.
17. 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 the Underwriter and, if applicable, approved in the
manner required by the Investment Company Act.
18. 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.
19. This Agreement and the application and interpretation
hereof shall be governed exclusively by the laws of the
State of Georgia.
<PAGE>
IN WITNESS WHEREOF, the Trust and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
and the Underwriter has caused its corporate seal to be affixed as of the day
and year first above written.
INVESCO TREASURER'S SERIES TRUST
ATTEST: By: /s/ George S. Robinson
-----------------------------
/s/ Tony D. Green George S. Robinson, President
- -----------------
Tony D. Green
Secretary
INVESCO SERVICES, INC.
By: /s/ Michael J. Hanley
---------------------
ATTEST: Michael J. Hanley
President
/s/ Tony D. Green
- -----------------
Tony D. Green
Secretary
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors and trustees of
the Funds who are not interested directors or trustees thereof as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent
Directors").
1. Eligibility
Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, or as an Independent Director of the now-defunct investment management
company known as FG Series for an aggregate of at least five years at the time
of his Service Termination Date (as defined in paragraph 2) will be entitled to
receive benefits under the Plan. An Independent Director's period of Eligible
Service commences on the date of election to the board of directors or trustees
of any one or more of the Funds ("Board"). Hereafter, references in this Plan to
Independent Directors shall be deemed to include only those Directors who have
met the Eligible Service requirement for Plan participation.
2. Service Termination and Service Termination Date
a. Service Termination. Service Termination means termination of service
(other than by disability or death) of an Independent Director which results
from the Director's having reached his Service Termination Date.
b. Service Termination Date. An Independent Director's Service Termination
Date is normally the last day of the calendar quarter in which such Director's
seventy-second birthday occurs. A majority of the Board of a Fund may annually
extend a Director's Service Termination Date for a maximum period of three
years, through the date not later than the last day of the calendar quarter in
which such Director's seventy-fifth birthday occurs.
As used in this Plan unless otherwise stipulated, Service Termination Date
shall mean an Independent Director's normal Service Termination Date, or the
Director's extended Service Termination Date, whichever may be applicable to the
Independent Director.
<PAGE>
3. Defined Payments and Benefit
a. Payments. If an Independent Director's Service Termination Date occurs
on a date not later than the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director will receive
four quarterly payments during the first twelve months subsequent to his Service
Termination Date (the "First Year Retirement Payments"), with each payment to be
equal to 25 percent of the annual basic retainer payable by each Fund to the
Independent Director on his Service Termination Date (excluding any fees
relating to attending meetings or chairing committees).
b. Benefit. Commencing with the first anniversary of the Service
Termination Date of any Independent Director who has received the First Year
Retirement Payments, and commencing as of the Service Termination Date of an
Independent Director whose Service Termination Date is subsequent to the date of
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurred, the Independent Director will receive, for the remainder of
his life, a benefit (the "Benefit"), payable quarterly, with each quarterly
payment to be equal to 10 percent of the annual basic retainer payable by each
Fund to the Independent Director on his Service Termination Date (excluding any
fees relating to attending meetings or chairing committees).
c. Death Provisions. If an Independent Director's service as a Director is
terminated because of his death subsequent to the last day of the calendar
quarter in which such Director's seventy-second birthday occurred and prior to
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurs, the designated beneficiary of the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for a period of ten years, with quarterly payments to
be made to the designated beneficiary.
If an Independent Director's service as a Director is terminated because
of his death prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
designated beneficiary of the Independent Director shall receive the Benefit for
a period of ten years, with quarterly payments to be made to the designated
beneficiary commencing in the first quarter following the Director's death.
d. Disability Provisions. If an Independent Director's service as a
Director is terminated because of his disability subsequent to the last day of
<PAGE>
the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for the remainder of his life, with quarterly payments
to be made to the disabled Independent Director. If the disabled Independent
Director should die before the First Year Retirement Payments are completed and
before forty quarterly Benefit payments are made, such payments will continue to
be made to the Independent Director's designated beneficiary until the aggregate
of the First Year Retirement Payments and forty quarterly Benefit payments have
been made to the disabled Independent Director and the Director's designated
beneficiary.
If an Independent Director's service as a Director is terminated because
of his disability prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
Independent Director shall receive the Benefit for the remainder of his life,
with quarterly payments to be made to the disabled Independent Director
commencing in the first quarter following the Director's termination for
disability. If the disabled Independent Director should die before forty
quarterly payments are made, payments will continue to be made to the
Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the disabled Independent Director and the
Director's designated beneficiary.
e. Death of Independent Director and Beneficiary. If the Independent
Director and his designated beneficiary should die before the First Year
Retirement Payments and/or a total of forty quarterly Benefit payments are made,
the remaining value of the Independent Director's First Year Retirement Payments
and/or Benefit shall be determined as of the date of the death of the
Independent Director's designated beneficiary and shall be paid to the estate of
the designated beneficiary in one lump sum or in periodic payments, with the
determinations with respect to the value of the First Year Retirement Payments
and/or Benefit and the method and frequency of payment to be made by the
Committee (as defined in paragraph 8.a.) in its sole discretion.
4. Designated Beneficiary
The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee before the Independent Director's death. If no such beneficiary shall
<PAGE>
have been designated, or if no designated beneficiary shall survive the
Independent Director, the value or remaining value of the Independent Director's
First Year Retirement Payments and/or Benefit shall be determined as of the date
of the death of the Independent Director by the Committee and shall be paid as
promptly as possible in one lump sum to the Independent Director's estate.
5. Disability
An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his responsibilities as such.
6. Time of Payment
The First Year Retirement Payments and/or the Benefit for each year will
be paid in quarterly installments that are as nearly equal as possible.
7. Payment of First Year Retirement Payments and/or Benefit:
Allocation of Costs
Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all accounting and legal fees and expenses and fees and
expenses of any Actuary. The obligations of each Fund to pay such First Year
Retirement Payments and/or Benefit and expenses will not be secured or funded in
any manner, and such obligations will not have any preference over the lawful
claims of each Fund's creditors and shareholders. To the extent that the First
Year Retirement Payments and/or Benefit is paid by more than one Fund, such
costs and expenses will be allocated among such Funds in a manner that is
determined by the Committee to be fair and equitable under the circumstances. To
the extent that one or more of such Funds consist of one or more separate
portfolios, such costs and expenses allocated to any such Fund will thereafter
be allocated among such portfolios by the Board of the Fund in a manner that is
determined by such Board to be fair and equitable under the circumstances.
8. Administration
a. The Committee. Any question involving entitlement to payments under
or the administration of the Plan will be referred to a four-person committee
<PAGE>
(the "Committee") composed of three Independent Directors designated by all
of the Independent Directors of the Funds and one director of the Funds who is
not an Independent Director, designated by the non-Independent Directors. Except
as otherwise provided herein, the Committee will make all interpretations and
determinations necessary or desirable for the Plan's administration, and such
interpretations and determinations will be final and conclusive. Committee
members will be elected annually.
b. Powers of the Committee. The Committee will represent and act on behalf
of the Funds in respect of the Plan and, subject to the other provisions of the
Plan, the Committee may adopt, amend or repeal bylaws or other regulations
relating to the administration of the Plan, the conduct of the Committee's
affairs, its rights or powers, or the rights or powers of its members. The
Committee will report to the Independent Directors and to the Boards of the
Funds from time to time on its activities in respect of the Plan. The Committee
or persons designated by it will cause such records to be kept as may be
necessary for the administration of the Plan.
9. Miscellaneous Provisions
a. Rights Not Assignable. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.
b. Amendment, etc. The Committee, with the concurrence of the Board of any
Fund, may as to the specific Fund at any time amend or terminate the Plan or
waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver.
c. No Right to Reelection. Nothing in the Plan will create any obligation
on the part of the Board of any Fund to nominate any Independent Director for
reelection.
d. Consulting. Subsequent to his Service Termination Date, an Independent
Director may render such services for any Fund, for such compensation, as may be
agreed upon from time to time by such Independent Director and the Board of the
Fund which desires to procure such services.
<PAGE>
e. Effectiveness. The Plan will be effective for all Independent Directors
who have Service Termination Dates occurring on and after October 20, 1993.
Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will
become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.
Adopted October 20, 1993. Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996.
<PAGE>
SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
INVESCO Diversified Funds, Inc.
INVESCO Dynamics Fund, Inc.
INVESCO Emerging 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.
INVESCO Advisor Funds, Inc.
INVESCO Treasurer's Series Trust
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 28th day of February, 1997, between INVESCO
Treasurer's Series Trust, a Massachusetts business trust, having its principal
office and place of business at 7800 East Union Avenue, Denver, Colorado 80237
(hereinafter referred to as the "Trust") and INVESCO Funds Group, Inc., a
Delaware corporation, having its principal place of business at 7800 East Union
Avenue, Denver, Colorado 80237 (hereinafter referred to as the "Transfer
Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any
such person is an officer or employee of the Trust,
duly authorized to give Oral Instructions and
Written Instructions on behalf of the Trust as
indicated in a certification as may be received by
the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Trust by any two officers thereof;
(c) "Commission" shall have the meaning given it in the
1940 Act;
(d) "Custodian" refers to the custodian of all of the
securities and other moneys owned by the Trust;
(e) "Fund" shall refer to a single portfolio of
investments owned by the Trust;
(f) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
<PAGE>
(g) "Prospectus" shall mean the currently effective
prospectus relating to the Trust's Shares
registered under the Securities Act of 1933;
(h) "Shares" refers to the shares of beneficial interest of the
Trust, regardless of whether such shares are classified into
one or more separate Funds of the Trust;
(i) "Shareholder" means a record owner of Shares;
(j) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(k) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.
2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Trust that it has an effective
registration statement on SEC Form TA-1 and, accordingly, has duly
registered as a transfer agent as provided in Section 17A(c) of the
Securities Exchange Act of 1934.
3. Appointment of the Transfer Agent. The Trust hereby
appoints and constitutes the Transfer Agent as transfer
agent for all of the Shares of the Trust authorized as of
the date hereof, and the Transfer Agent accepts such
appointment and agrees to perform the duties herein set
forth. If the Trustees of the Trust hereafter reclassify
the Shares, by the creation of one or more additional
series or otherwise, the Transfer Agent agrees that it
will act as transfer agent for the Shares so reclassified
on the terms set forth herein.
4. Compensation.
(a) The Trust will initially compensate the Transfer Agent for its
services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein.
(b) The parties hereto will agree upon the compensation for acting
as transfer agent for any Fund of the Trust hereafter
designated and established at the time that the Transfer Agent
commences serving as such for said Fund, and such agreement
<PAGE>
shall be reflected in a Fee Schedule for that Fund, dated and
signed by an authorized officer of each party hereto, to be
attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party
hereto, and a certified copy of the resolution of the Trustees
of the Trust authorizing such revised Fee Schedule.
(d) The Transfer Agent will bill the Fund of the Trust as soon as
practicable after the end of each calendar month, and said
billings will be detailed in accordance with the Fee Schedule
for each Fund. Each Fund will promptly pay to the Transfer
Agent the amount of such billing.
5. Documents. In connection with the appointment of the Transfer
Agent, the Trust shall, on or before the date this Agreement goes
into effect, file with the Transfer Agent the following documents:
(a) A certified copy of the Declaration of Trust of the
Trust, including all amendments thereto, as then in
effect;
(b) A certified copy of the Bylaws of the Trust, as then
in effect;
(c) Certified copies of the resolutions of the Trustees
authorizing this Agreement and designating
Authorized Persons to give instructions to the
Transfer Agent;
(d) A specimen of the certificate for Shares of each Fund in the
form approved by the Trustees, with a certificate of the
Secretary of the Trust as to such approval;
(e) All account application forms and other documents
relating to Shareholder accounts;
(f) A certified list of Shareholders of each Fund of the
Trust with the name, address and tax identification
number of each Shareholder, and the number of Shares
held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any
accounts against which stops have been placed,
together with the reasons for said stops, and the
number of Shares redeemed by the Trust;
<PAGE>
(g) Copies of all agreements then in effect between the
Trust and any agent with respect to the issuance,
sale, or cancellation of Shares; and
(h) An opinion of counsel for the Trust with respect to
the validity of the Shares.
6. Further Documentation. The Trust will also furnish from
time to time the following documents:
(a) Each resolution of the Trustees authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the
Commission, and amendments and orders with respect
thereto, in effect with respect to the sale of
Shares of the Trust;
(c) A certified copy of each amendment to the
Declaration of Trust and the Bylaws of the Trust;
(d) Certified copies of each resolution of the Trustees
designating Authorized Persons to give instructions
to the Transfer Agent;
(e) Certificates as to any change in any officer,
trustee, or Authorized Person of the Trust;
(f) Specimens of all new certificates for Shares
accompanied by the Fund's resolutions of the
Trustees approving such forms; and
(g) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.
7. Certificates for Shares and Records Pertaining Thereto.
(a) At the expense of each Fund of the Trust, the
Transfer Agent shall maintain an adequate supply of
blank share certificates to meet the Transfer
Agent's requirements therefor. Such share
certificates shall be properly signed by facsimile.
The Trust agrees that, notwithstanding the death,
resignation, or removal of any officer of the Trust
whose signature appears on such certificates, the
Transfer Agent may continue to countersign
certificates which bear such signatures until
otherwise directed by the Trust.
<PAGE>
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Trust in accordance with the instructions of the Trust and
to confirm such issuance to the Shareholder and the Trust or
its designee.
(c) The Trust hereby authorizes the Transfer Agent to
issue replacement share certificates in lieu of
certificates which have been lost, stolen or
destroyed, without any further action by the
Trustees or any officer of the Trust, upon receipt
by the Transfer Agent of properly executed
affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under any such
bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the holder of record. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.
(e) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.
8. Sale of Trust Shares.
(a) Whenever the Trust or its authorized agent shall
sell or cause to be sold any Shares, the Trust or
its authorized agent shall provide or cause to be
provided to the Transfer Agent information
including: (i) the number of Shares sold, trade
date, and price; (ii) the amount of money to be
delivered to the Custodian for the sale of such
Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares of
the Trust and drawn or endorsed to the Transfer Agent as agent
for, or identified as being for the account of, the Trust,
promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the
<PAGE>
investment. The Transfer Agent will notify the Trust, or its
designee, and the Custodian of all purchases and related
account adjustments.
(c) Upon receipt of the notification required under
paragraph (a) hereof and the notification from the
Custodian that such money has been received by it,
the Transfer Agent shall issue to the purchaser or
his authorized agent such Shares as he is entitled
to receive, based on the appropriate net asset value
of the Trust's Shares, determined in accordance with
applicable federal law or regulation, as described
in the Prospectus for the Trust. In issuing Shares
to a purchaser or his authorized agent, the Transfer
Agent shall be entitled to rely upon the latest
written directions, if any, previously received by
the Transfer Agent from the purchaser or his
authorized agent concerning the delivery of such
Shares.
(d) The Transfer Agent shall not be required to issue
any Shares of a Fund where it has received Written
Instructions from a Fund or written notification
from any appropriate federal or state authority that
the sale of the Shares of a Fund has been suspended
or discontinued, and the Transfer Agent shall be
entitled to rely upon such Written Instructions or
written notification.
(e) Upon the issuance of any Shares of a Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by a Fund in connection
with such issuance.
9. Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any
reason, the Transfer Agent will: (i) give prompt notice
of such return to the applicable Fund or its designee;
(ii) place a stop transfer order against all Shares
issued or held on deposit as a result of such check or
order; (iii) in the case of any Shareholder who has
obtained redemption checks, place a stop payment order on
the checking account on which such checks are issued; and
(iv) take such other steps as the Transfer Agent may, in
its discretion, deem appropriate or as the applicable
Fund or its designee may instruct.
<PAGE>
10. Redemptions.
(a) Redemptions By Mail or In Person. Shares of the
Trust will be redeemed upon receipt by the Transfer
Agent of: (i) a written request for redemption,
signed by each registered owner exactly as the
Shares are registered; (ii) certificates properly
endorsed for any Shares for which certificates have
been issued; (iii) signature guarantees to the
extent required by the Transfer Agent as described
in the Prospectus or SAI for the Trust; and (iv) any
additional documents required by the Transfer Agent
for redemption by corporations, executors,
administrators, trustees and guardians.
(b) Draft Redemptions. If the Transfer Agent has
received a completed application and authorization
of redemption by drafts signed by the registered
owner, the Transfer Agent will, as agent for the
Shareholder, upon receipt of a redemption draft
cause the Trust to redeem a sufficient number of
Shares in the Shareholder's account to cover the
amount of the draft. All draft redemptions will be
subject to such additional requirements as may be
described in the Prospectus or SAI for the Trust and
the rules and regulations of the Transfer Agent.
(c) Wire Orders or Telephone Redemptions. The Transfer
Agent will, consistent with procedures which may be
established by the Trust from time to time for
redemption by wire or telephone, upon receipt of
such a wire order or telephone redemption request,
redeem Shares and transmit the proceeds of such
redemption to the redeeming Shareholder as directed.
All wire or telephone redemptions will be subject to
such additional requirements as may be described in
the Prospectus for the Trust. Both the Trust and the
Transfer Agent reserve the right to modify or
terminate the procedures for wire order or telephone
redemptions at any time.
(c) Processing Redemptions. Upon receipt of all
necessary information and documentation relating to
a redemption, the Transfer Agent will issue to the
Custodian an advice setting forth the number of
Shares of the Trust received by the Transfer Agent
for redemption and that such shares are valid and in
good form for redemption. The Transfer Agent shall,
upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such
moneys to the Shareholder, his authorized agent or
legal representative.
<PAGE>
11. Transfers and Exchanges. The Transfer Agent is authorized
to review and process transfers of Shares of the Trust
and to the extent, if any, permitted in the Prospectus or
SAI for the Trust, exchanges between the Trust and other
mutual funds advised by INVESCO Capital Management, Inc.,
on the records of the Trust maintained by the Transfer
Agent. If Shares to be transferred are represented by
outstanding certificates, the Transfer Agent will, upon
surrender to it of the certificates in proper form for
transfer, and upon cancellation thereof, countersign and
issue new certificates for a like number of Shares and
deliver the same. If the Shares to be transferred are not
represented by outstanding certificates, the Transfer
Agent will, upon an order therefor by or on behalf of the
registered holder thereof in proper form, credit the same
to the transferee on its books. If Shares are to be
exchanged for Shares of another mutual fund, the Transfer
Agent will process such exchange in the same manner as a
redemption and sale of Shares, except that it may in its
discretion waive requirements for information and
documentation.
12. Right to Seek Assurances. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for
the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent, in its judgment,
deems improper or unauthorized, or until it is satisfied
that there is no basis for any claims adverse to such
transfer or redemption. The Transfer Agent may, in
effecting transfers, rely upon the provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may
be amended from time to time, which in the opinion of
legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of
the Trust, and the Trust shall indemnify the Transfer
Agent for any act done or omitted by it in reliance upon
such laws or opinions of counsel to the Trust or of its
own counsel.
13. Distributions.
(a) Each Fund of the Trust will promptly notify the Transfer Agent
of the declaration of any dividend or distribution. The Trust
shall furnish to the Transfer Agent a resolution of the
Trustees of the Trust certified by the Secretary authorizing
the declaration of dividends and authorizing the Transfer
<PAGE>
Agent to rely on Oral Instructions or a Certificate specifying
the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the
amount payable per share to Shareholders of record as of
that date, and the total amount payable to the Transfer Agent
on the payment date.
(b) The Transfer Agent will, on or before the payable
date of any dividend or distribution, notify the
Custodian of the estimated amount of cash required
to pay said dividend or distribution, and the Trust
agrees that, on or before the mailing date of such
dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account
funds equal to the cash amount to be paid out. The
Transfer Agent, in accordance with Shareholder
instructions, will calculate, prepare and mail
checks to, or (where appropriate) credit such
dividend or distribution to the account of, Trust
Shareholders, and maintain and safeguard all
underlying records.
(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested in
Shares of each Fund of the Trust.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
Trustees of the Trust.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Funds as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is
provided to the Transfer Agent.
14. Other Duties. In addition to the duties expressly
provided for herein, the Transfer Agent shall perform
such other duties and functions as are set forth in the
Fee Schedules(s) hereto from time to time.
<PAGE>
15. Taxes. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by the Trust
and shall withhold such sums as are required to be withheld by
applicable law.
16. Books and Records.
(a) The Transfer Agent shall maintain records showing
for each investor's account, identified by each Fund
of the Trust, the following: (i) names, addresses,
tax identifying numbers and assigned account
numbers; (ii) numbers of Shares held; (iii)
historical information regarding the account of each
Shareholder, including dividends paid and date and
price of all transactions on a Shareholder's
account; (iv) any stop or restraining order placed
against a Shareholder's account; (v) information
with respect to withholdings in the case of a
foreign account; (vi) any capital gain or dividend
reinvestment order, plan application, dividend
address and correspondence relating to the current
maintenance of a Shareholder's account; (vii)
certificate numbers and denominations for any
Shareholders holding certificates; and (viii) any
information required in order for the Transfer Agent
to perform the calculations contemplated or required
by this Agreement.
(b) Any records required to be maintained by Rule 31a-1
under the 1940 Act will be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act. Such
records may be inspected by the Trust at reasonable
times. The Transfer Agent may, at its option at any
time, and shall forthwith upon the Trust's demand,
turn over to the Trust and cease to retain in the
Transfer Agent's files, records and documents
created and maintained by the Transfer Agent in
performance of its services or for its protection.
At the end of the six-year retention period, such
records and documents will either be turned over to
the Trust, or destroyed in accordance with the
Trust's authorization.
<PAGE>
17. Shareholder Relations.
(a) The Transfer Agent will investigate all Shareholder
inquiries related to Shareholder accounts and
respond promptly to correspondence from
Shareholders.
(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
Trust Shares of each Fund to be voted at meetings.
18. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent shall be protected in acting upon
any paper or document believed by it to be genuine
and to have been signed by an Authorized Person and
shall not be held to have any notice of any change
of authority of any person until receipt of written
certification thereof from the Trust. It shall also
be protected in processing Share certificates which
it reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Trust
and the proper countersignature of the Transfer
Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Trust for Written
Instructions, and, at the expense of the Trust, may
seek advice from legal counsel for the Trust, with
respect to any matter arising in connection with
this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions
or with the opinion of such counsel. In addition,
the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests
given to them by any person representing or acting
on behalf of the Trust only if said representative
is known by the Transfer Agent, its officers, agents
or employees, to be an Authorized Person. The
Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be
<PAGE>
responsible for, the legality of any act done by it upon the
request or direction of Authorized Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under no
duty or obligation to inquire into, and shall not be
liable for: (i) the legality of the issue or sale of
any Shares of the Trust, or the sufficiency of the
amount to be received therefor; (ii) the legality of
the redemption of any Shares of the Trust, or the
propriety of the amount to be paid therefor; (iii)
the legality of the declaration of any dividend by
the Trust, or the legality of the issue of any
Shares of the Trust in payment of any stock
dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares of
the Trust.
19. Standard of Care and Indemnification.
(a) The Transfer Agent may, in connection with this Agreement,
employ agents or attorneys in fact, and shall not be liable
for any loss arising out of or in connection with its actions
under this Agreement so long as it acts in good faith and with
due diligence, and is not negligent or guilty of any willful
misconduct.
(b) The Trust hereby agrees to indemnify and hold
harmless the Transfer Agent from and against any and
all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of
any and every nature which the Transfer Agent may
sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of, or as
a result of: (i) any action taken or omitted to be
taken by the Transfer Agent in good faith in
reliance upon any Certificate, instrument, order or
stock certificate believed by it to be genuine and
to be signed, countersigned or executed by any duly
Authorized Person, upon the Oral Instructions or
Written Instructions of an Authorized Person of the
Trust or upon the opinion of legal counsel for the
Trust or its own counsel; or (ii) any action taken
or omitted to be taken by the Transfer Agent in
connection with its appointment in good faith in
reliance upon any law, act, regulation or
interpretation of the same even though the same may
thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall
<PAGE>
not apply to actions or omissions of the Transfer Agent or its
directors, officers, employees or agents in cases of its own
gross negligence, willful misconduct, bad faith, or reckless
disregard of its or their own duties hereunder.
20. Affiliation Between Trust and Transfer Agent. It is
understood that the trustees, officers, employees, agents
and Shareholders of the Trust, and the officers,
directors, employees, agents and shareholders of the
Trust's investment adviser, INVESCO Capital Management,
Inc. (the "Adviser"), are or may be interested in the
Transfer Agent as directors, officers, employees, agents,
shareholders, or otherwise, and that the directors,
officers, employees, agents or shareholders of the
Transfer Agent may be interested in the Trust as
trustees, officers, employees, agents, shareholders, or
otherwise, or in the Adviser as officers, directors,
employees, agents, shareholders or otherwise.
21. Term.
(a) This Agreement shall become effective on February
28, 1997 after approval by vote of a majority (as
defined in the 1940 Act) of the Trust's Trustees,
including a majority of the Trustees who are not
interested persons of the Trust (as defined in the
1940 Act), and shall continue in effect for an
initial term expiring February 28, 1998 and from
year to year thereafter, so long as such continuance
is specifically approved at least annually both: (i)
by either the Trustees or the vote of a majority of
the outstanding voting securities of the Trust; and
(ii) by a vote of the majority of the Trustees who
are not interested persons of the Trust (as defined
in the 1940 Act) cast in person at a meeting called
for the purpose of voting upon such approval.
(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in
writing specifying the date of such termination,
which shall not be less than 60 days after the date
of receipt of such notice. In the event such notice
is given by the Trust, it shall be accompanied by a
resolution of the Trustees, certified by the
Secretary, electing to terminate this Agreement and
designating a successor transfer agent.
22. Amendment. This Agreement may not be amended or modified
in any manner except by a written agreement executed by
both parties with the formality of this Agreement, and
<PAGE>
(i) authorized or approved by the resolution of Trustees, including
a majority of the Trustees of the Trust who are not interested
persons of the Trust as defined in the 1940 Act, or (ii) authorized
and approved by such other procedures as may be permitted or
required by the 1940 Act.
23. Subcontracting. The Trust agrees that the Transfer Agent
may, in its discretion, subcontract for certain of the
services to be provided hereunder.
24. Miscellaneous.
(a) Any notice and other instrument in writing, authorized or
required by this Agreement to be given to the Trust or the
Transfer Agent, shall be sufficiently given if addressed to
that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
INVESCO Treasurer's Series Trust
1315 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Tony D. Green, Secretary/Treasurer
To the Transfer Agent:
INVESCO Funds Group, Inc.
Post Office Box 173706
Denver, Colorado 80217-3706
Attention: Ronald L. Grooms, Senior Vice President
(b) This Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it
shall automatically terminate.
(c) This Agreement shall be construed in accordance with
the laws of the State of Colorado.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
25. Trustee and Shareholder Liability. The Transfer Agent expressly
agrees that, notwithstanding anything to the contrary herein, or
<PAGE>
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 Funds Group, Inc., expressly
acknowledges that the Declaration of Trust establishing the Trust,
dated as of January 21, 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 personally; and no Trustee, Shareholder, Officer,
employee or agent of INVESCO Treasurer'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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized, as of the day
and year first above written.
INVESCO TREASURER'S SERIES TRUST
By: /s/ George s. Robinson, Jr.
----------------------------------
George S. Robinson, Jr., President
ATTEST:
/s/ Tony D. Green
- -------------------------
Tony D. Green, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Dan J. Hesser
------------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- -------------------------
Glen A. Payne, Secretary
<PAGE>
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated February
28, 1997, between INVESCO Treasurer's Series Trust (the "Trust") and
INVESCO Funds Group, Inc. as Transfer Agent (the "Agreement").
Account Maintenance Charges. Fees are based on an annual charge set forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $50.00
per shareholder account per year, is billable monthly at the rate of one-twelfth
(1/12) of the annual fee, $5,000.00 per year minimum. A charge is made for an
account in the month that it opens or closes, as well as in each month which the
account remains open, regardless of the account balance.
Expenses. The Trust shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Trust with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Trust and the Transfer Agent or any affiliate thereof.
Effective this 28th day of February, 1997.
INVESCO TREASURER'S SERIES TRUST
By: /s/ George S. Robinson, Jr.
---------------------------
George S. Robinson, Jr., President
ATTEST:
/s/ Tony D. Green
- ---------------------------
Tony D. Green, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Dan J. Hesser
------------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- ---------------------------
Glen A. Payne, Secretary
INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of this 27th day of January, 1988, by and among
INVESCO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the
"Adviser"), and CHARLES W. BRADY, G. SAMUEL ROBINSON, JR., JOHN B. ROFRANO,
VICTOR L. ANDREWS, EDWARD S. CROFT JR., and ERNEST B. DAVIS, each of whom is a
resident of the State of Georgia (individually, the "Trustee" and collectively,
the "Trustees"),
W I T N E S S E T H:
WHEREAS, the Trustees are contemplating becoming trustees of INVESCO
Treasurer's Series Trust, an open-end, diversified investment company to be
organized as an unincorporated business trust under the laws of the Commonwealth
of Massachusetts (the "Trust"), having one class of shares which may be divided
into two or more series (the "Series"), each representing an interest in a
separate portfolio of investments (collectively, the "Funds");
WHEREAS, the Adviser is coordinating the organization of the Trust;
WHEREAS, it is contemplated that following the organization of the Trust,
and subject to approval by the shareholders of the Trust and of the applicable
Series, one or more Investment Advisory Agreements will be entered into between
the Trust, on behalf of the applicable Series, and the Adviser pursuant to which
the Adviser will provide investment advice and portfolio management services to
the Trust with respect to the applicable Series;
WHEREAS, the Adviser has requested that each of the Trustees serve as
trustees of the Trust; and
WHEREAS, the Adviser desires to indemnify each Trustee as provided herein
against all liabilities and expenses reasonably incurred by each Trustee in
connection with his service as a trustee of the Trust.
NOW, THEREFORE, in consideration of these premises and in consideration of
the sum of ten ($10.00) dollars paid by each Trustee to the Adviser, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Each of the Trustees agrees to become a trustee of the Trust.
2. The Adviser agrees that:
a. Subject to the exceptions and limitations contained in
Subparagraph (b) below:
<PAGE>
(i) each Trustee shall be indemnified by the Adviser to the
fullest extent permitted by law against all liability and against
all expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes involved
as a party or otherwise by virtue of his being or having been a
trustee or officer of the Trust and against amounts paid or incurred
by him in the settlement thereof, provided that such indemnification
shall apply only to any such liability, expenses or amounts paid or
incurred in settlement in connection with a claim, action, suit or
proceeding which arises during either (i) the term of his service as
a trustee of the Trust or (ii) the four year period commencing upon
the termination, for whatever reason, of his service as a trustee of
the Trust; and
(ii) the words "claim", "action", "suit", or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative or other (including arbitration), including
appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees,
costs, judgments, amounts paid in settlements, fines, penalties and
other liabilities.
b. No indemnification shall be provided hereunder to a Trustee:
(i) Against any liability to the Trust, a Series, or the
shareholders of the Trust by reason of a final adjudication by a
court or other body before which a proceeding was brought that he
engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard to the duties involved in the conduct of his
office; or
(ii) With respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith and in
reasonable belief that his action was in the best interest of the
Trust.
c. The rights of indemnification herein provided may be insured
against by policies maintained by the Adviser, shall be severable,
shall not affect any other rights to which any Trustee may now or
hereafter be entitled, shall continue (subject to the limitations
contained in Subparagraph (a) above) as to a person who has ceased
to be a trustee of the Trust and shall inure to the benefit of the
heirs, executors, administrators and assigns of such a person.
Nothing contained herein shall affect any rights to indemnification
to which any of the Trustees may be entitled by contract or
otherwise under law, including, without limitation, any
indemnification provided to the Trustee by the Declaration of Trust
of the Trust.
d. Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in
Subparagraph (a) above may be advanced by the Adviser prior to final
disposition thereof upon receipt by the Adviser of an undertaking by
or on behalf of the
<PAGE>
or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification
under this Agreement.
3. Each Trustee agrees to promptly notify the Adviser in the event of any
claim, action, suit or proceeding against such Trustee which could give rise to
a right of indemnification under this Agreement.
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first above written.
ADVISER:
INVESCO CAPITAL MANAGEMENT, L.P., a
Delaware limited partnership
By: INVESCO Capital Management, Inc.,
its General Partner
By: /s/ Charles W. Brady
-------------------------------
Title: Chairman
-------------------------------
TRUSTEES:
/s/ Charles W. Brady
-------------------------------------
(Signatures continued on next page)
<PAGE>
(Signatures continued from previous page)
/s/ G. Samuel Robinson, Jr.
-----------------------------------
G. Samuel Robinson, Jr.
/s/ John B. Rofrano
-----------------------------------
John B. Rofrano
/s/ Victor L. Andrews
-----------------------------------
Victor L. Andrews
/s/ Edward S. Croft, Jr.
-----------------------------------
Edward S. Croft, Jr.
/s/ Ernest B. Davis
-----------------------------------
Ernest B. Davis
ADMINISTRATIVE SERVICE AGREEMENT
THIS AGREEMENT is made and entered into as of this 28th day of February,
1997, between INVESC0 Treasurer's Series Trust, a Massachusetts business trust
(hereinafter the "Trust"), and INVESC0 Funds Group, Inc., a Delaware Corporation
(hereinafter
"IFG").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and IFG agree as follows:
1. IFG shall perform for each of the Funds of the Trust set
forth in Exhibit A hereto, which is incorporated herein by
this reference, each of which Fund represents a separate
portfolio of investments of the Trust, certain
administrative and internal accounting services, including
without limitation, maintaining general ledger and capital
stock accounts, preparing a daily trial balance, calculating
net asset value daily, and providing selected general ledger
reports. IFG shall also perform for the Trust such other
specific services for one or more Funds as the parties may
from time to time agree in writing.
2. The Trust shall compensate IFG for its services hereunder in accordance
with the Fee Schedule attached hereto as Exhibit B and incorporated herein
by this reference.
3. IFG's capacity hereunder shall be that of an independent contractor and
except as authorized in this Agreement, or by Action of the Trust's Board
of Trustees, or by separate agreement between the Trust and IFG, IFG shall
have no authority to act for or represent the Trust.
4. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"), and other applicable laws and
regulations. Any records required to be maintained by Rule
31a-1 under the 1940 Act will be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act. IFG hereby
agrees that in accordance with Rule 31a-3 under the 1940
Act, all records required to be maintained by Rule 31a-1 are
and will at all times remain the property of the Trust and
will be surrendered promptly to the Trust upon request
therefrom. Any records required to be maintained by Rule
31a-1 under the 1940 Act may be inspected by the Trust at
reasonable times. IFG may, at its option at any time, and
shall, forthwith upon the Trust's demand, turn over to the
Trust and cease to retain in IFG's files,records and
documents created and maintained by IFG in performance of
its services or for its protection. At the end of any period
in which such records are no longer required to be
maintained and preserved, IFG will seek instructions from
<PAGE>
the Trust either to remit such records to the Trust or
destroy the records in accordance with the Trust's
authorization.
5. Nothing herein shall be construed to prohibit any officer,
director, or employee of IFG or IFG itself from engaging in
any other business or from devoting time and attention in
part to management or other aspects of any other business,
whether of a similar nature or dissimilar nature, or from
rendering services of any kind to any other corporation,
firm, individual, or association. Further, IFG or any
subsidiary of IFG may enter into separate arrangements with
the Trust for the performance of services or furnishing of
facilities which are not within the scope of this Agreement.
6. IFG may, in connection with this Agreement, employ agents or attorneys in
fact, and shall not be liable for any loss arising out of or in connection
with its actions under this Agreement so long as it acts in good faith and
with due diligence, and is not negligent or guilty of any willful
misconduct.
7. The Trust hereby agrees to indemnify and hold harmless IFG
from and against any and all claims, demands, expenses and
liabilities (whether with or without basis in fact or law)
of any and every nature which IFG may sustain or incur or
which may be asserted against IFG by any person by reason
of, or as a result of: (i) any action taken or omitted to be
taken by IFG in good faith in reliance upon any information
provided to IFG by the Trust, its employees or agents or
upon the opinion of legal counsel for the Trust or its own
counsel; or (ii) any action taken or omitted to be taken by
IFG in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been
altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or
omissions of IFG or its directors, officers, employees or
agents in cases of its own gross negligence, willful
misconduct, bad faith or reckless disregard of its or their
own duties hereunder.
8. This Agreement shall become effective on February 28, 1997 after approval
by vote of a majority of the Board of Trustees of the Trust and shall
continue in effect for an initial term of one year, and from year to year
thereafter, so long as such continuance is specifically approved at least
annually by vote of a majority of the Trust's Board of Trustees.
9. Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such
notice. In the event
<PAGE>
notice. In the event such notice is given by the Trust, it shall be
accompanied by a resolution of the Trustees, certified by the Secretary,
electing to terminate this Agreement.
10. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. The Trust agrees that IFG may, in its discretion,
subcontract for certain of the services to be provided
hereunder.
12. Any notice of other instrument in writing, authorized or required by this
Agreement to be given to the Trust or IFG, shall be sufficiently given if
addressed to that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time designate
in writing.
To the Trust:
INVESCO Treasurer's Series Trust
1315 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Tony D. Green, Secretary
To IFG:
INVESCO Funds Group, Inc.
Post 0ffice Box 2040
Denver, Colorado 80201
Attention: Ronald H. Grooms,
Senior Vice President
13. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it shall
automatically terminate.
14. This Agreement may be executed ln any number of counterparts, each of
which shall be deemed to be original; but such counterparts shall,
together, constitute only one instrument.
15. Trustee and Shareholder Liability: IFG 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. IFG expressly
acknowledges that the Declaration of Trust establishing the
Trust, dated as of January 27, 1988, a copy of which,
together with all amendments thereto (the "Declaration"), is
<PAGE>
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 personally; and no Trustee, shareholder, officer,
employee or agent of INVESCO Treasurer'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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
INVESCO TREASURER'S SERIES TRUST
By: /s/ George S. Robinson
-----------------------------
George S. Robinson, President
Attest:
/s/ Tony D. Green
- ------------------------
Tony D. Green, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Dan J. Hesser
----------------------------
Dan J. Hesser, President
Attest:
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
<PAGE>
Exhibit A
Funds of INVESCO Treasurer's Series Trust for which INVESCO Funds Group
Inc. (formerly, Financial Programs, Inc.) will provide services pursuant to the
attached Administrative Service Agreement:
INVESCO Treasurer's Series Trust
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
INVESCO Treasurer's Prime Reserve Fund
INVESCO Treasurer's Special Reserve Fund
Effective this 28th day of February, 1997.
INVESCO Treasurer's Series Trust
By: /s/ George S. Robinson, Jr.
---------------------------
George S. Robinson, Jr.,
President
ATTEST:
By: /s/ Tony D. Green
------------------------
Tony D. Green, Secretary
INVESCO Funds Group, Inc.
By: /s/ Dan J. Hesser
------------------------
Dan J. Hesser, President
ATTEST:
By: /s/ Glen A. Payne
------------------------
Glen A. Payne, Secretary
<PAGE>
Exhibit B
INVESCO Funds Group, Inc. shall bill each Fund listed on Exhibit A the
following fee computed on an annual basis and billed monthly:
$10,000 per year base fee, plus an additional fee computed
at the rate of 0.015% of daily net assets.
Effective this 28th day of February, 1997.
INVESCO TREASURER'S SERIES TRUST
By: /s/ George S. Robinson, Jr.
---------------------------
George S. Robinson, Jr.
President
ATTEST:
/s/ Tony D. Green
- -----------------------------
Tony D. Green, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Dan J. Hesser
------------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- -------------------------------
Glen A. Payne, Secretary
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 17 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 31, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of INVESCO Treasurer's Series Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Independent Accountants" and "Financial Statements" in
the Statement of Additional Information.
Price Waterhouse LLP
/s/ Price Waterhouse LLP
- ---------------------------
Denver, Colorado
April 18, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> TREASURER'S MONEY MARKET RESERVE FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 113249364
<INVESTMENTS-AT-VALUE> 113249364
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