Registration No. 33-19862
Registration No. 811-5460
As filed on ^ February 27, 1998
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. ^ 18 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. ^ 22 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) ^ on ______________, pursuant to paragraph
(b) 60 days after filing pursuant to paragraph (a)(1)
X on ^ May 1, 1998, pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on ______________, pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following:
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, ^ 1997 was filed on or
about February ^26, 1998.
Page 1 of 101
Exhibit index is located at page 70
<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; The Investment Adviser
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, ^ 1998
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 ^
INVESCO Treasurer's Money Market Reserve Fund (the "Money Fund") and INVESCO
Treasurer's Tax-Exempt Reserve Fund (the ^"Tax-Exempt 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 ^, the
maintenance of liquidity, and investing in high quality instruments. 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 ^ DISTRIBUTORS, INC.
Distributor
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
<PAGE>
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 ^ containing further information about the Funds, dated May 1, ^
1998, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. To obtain a free copy, write to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, Colorado 80217-3706; call
1-800-525-8085; or visit our web site at http://www.invesco.com. ^
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, ^ 1998
TABLE OF CONTENTS Page
SUMMARY ......................................................................6
ANNUAL FUND EXPENSES...........................................................9
FINANCIAL HIGHLIGHTS..........................................................11
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
Automatic Dividend Reinvestment Plan.................................26
HOW TO BUY FUND SHARES........................................................27
Purchase by Wire.....................................................28
Exchange ^ Policy....................................................29
Purchase by Telephone Orders.........................................29
REDEMPTION OF SHARES..........................................................30
Redemption by Check..................................................31
Redemption by Telephone..............................................31
General ............................................................32
SHAREHOLDER REPORTS...........................................................32
MISCELLANEOUS.................................................................32
LEGAL ^ COUNSEL...............................................................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 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 ^ INVESCO Capital
Management, Inc. ("ICM" or the "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 ^, 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.
<PAGE>
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 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, based on the opinion of counsel to the issuer, 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.")
<PAGE>
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
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 ^ Distributors, Inc. ^("IDI" or 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 ^ 14
other ^ mutual funds consisting of ^ 47 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 ^ Fund 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 [4:00 p.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 [4:00 p.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.")
<PAGE>
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.")
ANNUAL FUND EXPENSES
Money Fund and Tax-Exempt Fund
- ------------------------------
Shareholder Transaction Expenses
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, ^
1997.
Tax-Exempt
Money Fund Fund
---------- ----------
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:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$3 $8 $14 $32
<PAGE>
The purpose of the foregoing ^ table and Examples is to assist
investors in understanding the various costs and expenses that an investor in ^
a Fund 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 ^ nine years
ended December 31, ^ 1997, 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 ^ 1997 Annual Report to Shareholders which is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by writing INVESCO ^ Distributors, Inc. at P.O. Box
173706, Denver, Colorado 80217-3706 or by calling 1-800-^ 525-8085.
<PAGE>
<TABLE>
<CAPTION>
INVESCO Treasurer's Series Trust
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
Period
Ended
^ Decem-
Year Ended December 31 ber 31
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1997 1996 1995 1994 1993 1992 1991 1990 1989 1988^
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Treasurer's Money Market Reserve Fund
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 $1.00
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INCOME AND DISTRIBUTIONS
FROM INVESTMENT OPERATIONS
Net Investment Income Earned and
^ Distributed to ^ Shareholders 0.05 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 $1.00
==============================================================================================
TOTAL RETURN 5.48% 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) $67,146 $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% 0.25% 0.22% 0.20%~
Ratio of Net Investment ^ Income
to Average ^ Net Assets 5.32% 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 investment operations, to December 31,
1988.
* Based on operations for the period shown and, accordingly, is not
representative of a full year.
~ Annualized
<PAGE>
<TABLE>
<CAPTION>
INVESCO ^ Treasurer's Series Trust
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
Period
Ended
^ Decem-
Year Ended December 31 ber 31
---------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988^
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Treasurer'S Tax-Exempt Reserve Fund
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 $1.00
---------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS ^ FROM
INVESTMENT OPERATIONS
Net Investment Income ^ Earned and
Distributed^ to Shareholders 0.04 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 $1.00
=============================================================================================
TOTAL RETURN 3.74% 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) $22,084 $23,386 $21,928 $19,716 $27,261 $60,717 $78,552 $61,981 $67,80 $86,163
Ratio of Expenses to ^ Average
Net Assets 0.25% 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 3.68% 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 investment 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 ^ Money Fund and the
Tax-Exempt Fund.
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, ^ 1997 for the Money Fund and the Tax-Exempt Fund were ^
6.05% and ^ 6.19%, 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 ^ 16 days and ^ 6 days, respectively, at December 31, ^ 1997.
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 ^, the
maintenance of liquidity, and investing in high quality instruments. 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
<PAGE>
U.S. government or its agencies or instrumentalities, obligations of financial
institutions (such as the following instruments determined to be readily
marketable by the ^ 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 ^ NRSRO, 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 assetsinvested 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 ^ Standby
Commitments solely to facilitate portfolio liquidity and does not intend to
exercise ^ them 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" section of this ^ Prospectus). For additional information
<PAGE>
concerning these rights, see the 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 above in the
"Investment Objectives and Policies" 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 above in the "Investment Objectives and
Policies" 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 ^ 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^ 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 any other NRSRO, such instrument is rated A-1 or
<PAGE>
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. banks. Investments in instruments issued by a foreign branch
of a
<PAGE>
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 ^ the Tax-Exempt Fund and 100% of the value of the total
assets of the Money Reserve 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
<PAGE>
20% of a Fund's total assets) to broker-dealers or other institutional
investors. ^ Because there ^ could 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 ^ either 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
<PAGE>
the value of 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.
<PAGE>
(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.
(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
<PAGE>
liquidity of a municipal obligation, the Tax-Exempt Fund may acquire
Standby Commitments. See the "Investment Objectives and Policies" section
of this ^ Prospectus.
(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 ^(the "Adviser"), having its principal office at
1315 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser is an indirect,
wholly-owned subsidiary of ^ AMVESCAP PLC. ^ AMVESCAP 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 and to AMVESCAP PLC on May 8, 1997 as part of a
merger between a direct subsidiary of INVESCO PLC and A I M Management Group
Inc., ^ that created one of the largest independent investment management
businesses in the world. ^ INVESCO Capital Management, Inc. ^ continues to
operate under its existing name. ^ AMVESCAP PLC has approximately ^ $192.2
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 ^ $48 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^ and The Chaconia Growth and Income Fund ^. The
<PAGE>
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 ^ Funds'
portfolios:
Money Market Reserve Fund and
Tax-Exempt Reserve Fund
- -----------------------------
George S. Robinson Portfolio manager of the Money
Market Reserve Fund and Tax-Exempt
<PAGE>
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
^ Prior to September 30, 1997, INVESCO Funds Group, Inc. ("IFG") served
as the principal underwriter and distributor of shares of the Funds. Effective
September 30, 1997, INVESCO Distributors, Inc., a Delaware corporation, serves
as the principal underwriter and distributor of the shares of the Funds under a
Distribution Agreement dated as of ^ September 29, 1997. The Distributor is an
indirect, wholly-owned subsidiary of AMVESCAP PLC. The Distributor provides
underwriting and distribution services to 14 other mutual funds consisting of 47
funds. The Distributor acts as agent upon ^ receipt of orders from investors.
The ^ Distributor's principal office is located at ^ 7800 East Union Avenue,
Denver, Colorado 80237.
COMPUTATION OF NET ASSET VALUE
The net asset value per share of each of the Funds is determined daily
as of ^ 4:00 p.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 ^ a 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 ^ a 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 ^ a Fund 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 which the amortized cost value of the securities may be
higher or lower than their market value. This would result in the yield on
<PAGE>
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 ^ either 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 ^ Funds earn ordinary or net investment income in the form of
interest on its investments. Dividends paid by each Fund will be based solely on
the income earned by it. The Fund's policy is to distribute substantially all of
this income, less Fund expenses, to shareholders, at the discretion of the
Fund's board of trustees. Dividends are declared daily and are automatically
reinvested in additional shares ^ of the Fund at the net asset value on the last
business day of ^ the month unless cash distributions are requested.
Shareholders who redeem all of their shares at any time during the month will be
paid all dividends accrued through the date of redemption as a cash
distribution. Shareholders who redeem less than all of their shares will be paid
the proceeds of the redemption in cash^ and accrued dividends with respect to
the redeemed shares will be reinvested in additional shares ^ of the Fund at the
net asset value on the last business day of the month unless cash distributions
are requested.
^ In addition, each Fund may realize capital gains and losses when it
sells securities for more or less than it paid. If total gains on sales exceed
total losses (including losses carried forward from previous years), the Fund
has a net realized capital gain. Net realized capital gains, if any, are
distributed to shareholders at least annually, usually in December. Capital gain
distributions are automatically reinvested in additional shares of the Fund at
the net asset value on the ex-dividend date unless cash distributions are
requested.
<PAGE>
^ Federal Taxes
The Funds intend to distribute to shareholders all of their net
investment income and net capital gains, if any. Distribution of substantially
all net investment income to shareholders allows each Fund to maintain its tax
status as a regulated investment company^. Due to their tax status as regulated
investment companies, the Funds do not expect to pay any federal income or
excise taxes.
It is intended that the Tax-Exempt Fund will qualify to pay
exempt-interest dividends pursuant to Section 852(b)(5) of the ^ Internal
Revenue Code. Exempt-interest dividends ^ paid by a Fund are normally free of
federal income tax ^ to shareholders, although they may be subject to state and
local ^ income taxes. Shareholders must include all taxable dividends and other
distributions in taxable income for federal, state and local income tax purposes
unless shareholders are exempt from income taxes. Dividends and other
distributions, unless specified as exempt-interest dividends, are taxable
whether they are received in cash or automatically invested in shares of the
Fund or another fund in the INVESCO group.
^ Interest on certain "private activity bonds" issued after August 7,
1986, is an item of tax preference for purposes of the alternative minimum tax.
The portion of exempt-interest dividends paid by the Tax-Exempt Fund that is
attributable to such bonds would be an item of tax preference to a shareholder
and may subject a shareholder^ to, or increase their liability under, the ^
alternative minimum tax.
At the end of each year, information regarding the tax status of
dividends and other distributions and the portion, if any, of distributions that
is an item of tax preference is provided to shareholders.
Individuals and other non-corporate shareholders may ^ be subject to
backup withholding of 31% on dividends, capital gains and other distributions
and redemption proceeds. You can avoid backup withholding on your account by
ensuring that we have a correct, certified tax identification number, unless you
are subject to backup withholding for other reasons.
^ We encourage you to consult a tax adviser with respect to these
matters. For further information see "Tax Information" in the Statement of
Additional Information. ^
Automatic Dividend Reinvestment Plan
For the convenience of the shareholders and to permit shareholders to
increase their shareholdings in ^ a Fund in which they have invested, the ^
Funds' transfer agent, INVESCO Funds Group, Inc.^ ("IFG"), is automatically
appointed by the investors to receive all dividends of the respective Funds and
<PAGE>
to reinvest them on their payment dates in shares (or fractions thereof) of the
respective 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 ^ IFG 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 ^ IFG
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 ^ either 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 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 ^ at the discretion of the ^ trustees.
Following receipt by ^ IFG 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
<PAGE>
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 ^ Distributors, Inc., for assistance in completing
the required application and any other authorization forms. The toll free
telephone number ^ is 1-800-525-8085. In Colorado, call 303-930-6300.
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 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 ^ Distributors,
Inc.). Federal funds transmitted by bank wire to the United Missouri Bank of
Kansas City, N.A., and received prior to ^[4:00 p.m.] (New York time), become
available to the Trust and are invested that day. Federal funds transmitted by
bank wire and received after ^[4:00 p.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.
<PAGE>
Exchange ^ Policy
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 ^
policy 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 ^ the other 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 ^
policy 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. 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 ^
4:00 p.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
<PAGE>
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 ^ Distributors, 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 or her 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.
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 [4:00 p.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 [4:00 p.m.] (New York time) will be based on
the net asset value next determined (which is 4:00 p.m. of the next day that
<PAGE>
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 ^ Funds' custodian, on
behalf of the Funds, will provide the shareholder with checks drawn on the
account maintained for that purpose ^ 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 ^ Funds may elect to redeem shares of the ^ Funds
by telephone. Such redemptions are effected by calling the Distributor at ^
303-930-6300 in Colorado or 800-^ 525-8085, outside of ^ Colorado. The proceeds
from a redemption by telephone will be promptly ^ 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 or herself 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
Application, a Telephone Transaction Authorization Form, or otherwise utilizing
telephone exchange privileges, the investor has agreed that the Funds, ^ IDI,
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
<PAGE>
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
^ 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 or her 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.
Shareholders having any questions concerning the Trust or any of the
Funds may call the Distributor. Outside of ^ Colorado, the toll-free telephone
number is 1-800-^ 525-8085. In Colorado, the telephone number is ^ 303-930-6300.
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
<PAGE>
or 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. Additionally, the Trust will assist shareholders
in communicating with other shareholders as required by the Investment Company
Act of 1940 ^ (the "1940 Act"). 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. ^ IFG also serves as
the Dividend Disbursement and Reinvestment Agent and Redemption Agent of the
Funds. ^ IFG 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,
1997, 1996, and 1995, ^ the Trust's Funds paid no transfer agency fees to ^ IFG,
as those expenses were absorbed and paid by the Adviser, pursuant to its
Advisory Agreement with the Trust. The principal address of ^ IFG 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
being personally liable ^ 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 ^ IFG, 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, ^ IFG 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 ^ IFG 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
<PAGE>
0.015% per annum of the net asset value of the applicable Fund. For the fiscal
year ended December 31, ^ 1997, the Funds paid no administrative services fees
to ^ IFG, 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 ^ COUNSEL
^ The firm of Kirkpatrick & Lockhart LLP, ^ Washington, D.C. is legal
counsel for the Trust. The firm of Moye, Giles, O'Keefe, Vermeire & Gorrell,
Denver, Colorado, acts as special counsel to the Trust.
<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 are 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, ^
Fannie Mae, Ginnie Mae (also known as Government National Mortgage Association),
the Federal Farm Credit Bank, and the Federal Home Loan ^ Banks. 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
instrumentality itself. In the case of securities not backed by the full faith
and
<PAGE>
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 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. The characteristics of these debt obligations rated by 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 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 ^ Distributors, 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, ^ 1998
<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: ^ 303/930-6300
^ 800/525-8085
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 (the
"Money Fund") and INVESCO Treasurer's Tax-Exempt Reserve Fund (the "Tax-Exempt
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 ^ DISTRIBUTORS, 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, ^ 1998). Please
retain this Statement of Additional Information for future reference. The
Prospectus is available from INVESCO ^ Distributors, Inc., Post Office Box
173706, Denver,
Colorado 80217-3706.
^ May 1, 1998
<PAGE>
TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVES AND POLICIES............................................45
OFFICERS AND TRUSTEES.........................................................47
THE ADVISORY AGREEMENT........................................................50
THE DISTRIBUTOR...............................................................53
TAX INFORMATION...............................................................53
BROKERAGE AND PORTFOLIO TRANSACTIONS..........................................55
CALCULATION OF YIELD..........................................................56
MISCELLANEOUS.................................................................57
<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 ^ 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 ^
Fund. In considering whether an obligation meets the ^ 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.
^ As to seventy-five percent of its net assets, the Tax-Exempt Fund may
^ not invest more than five percent of its net assets in securities subject to
conditional puts from, or securities directly issued by, the same institution.
Rule 5b-2 of the Investment Company Act of 1940^ (the "1940 Act") provides that
a guarantee of a security issued by a guarantor is not a security issued by such
guarantor provided that the value of all securities issued or guaranteed by the
guarantor, and owned by a Fund, does not exceed 10% of the total assets of the
Fund. Investments in securities with the same guarantor which exceed 10% of a
Fund's total assets are included for purposes of Rule 5b-2 diversification. The
Tax-Exempt Fund will acquire standby commitments 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 permitting the valuation
of the underlying obligation. (See the "Computation of Net Asset Value" section
of this prospectus). These guidelines only apply immediately after the
acquisition of a security. For additional information concerning these rights,
see Statement of Additional Information under "Investment Objectives and
Policies."
Standby Commitments acquired by the ^ 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
<PAGE>
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.
The Trust, on behalf of the ^ Fund, expects that Standby Commitments
generally will be available without the payment of any direct or indirect
consideration. However, if necessary or advisable, the ^ 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 ^ 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 ^ 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.
<PAGE>
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 ^ AMVESCAP PLC, London, England, and of various
subsidiaries thereof. ^ Address: 1315 Peachtree Street, N.E. Atlanta, Georgia
30309. Born: May 11, 1935.
FRED A. DEERING,+# Vice Chairman of the Board of Trustees. ^ Formerly,
Chairman of the Executive Committee and Chairman of the Board of Security Life
of Denver Insurance Company, Denver, Colorado ^. Trustee of INVESCO Global
Health Sciences Fund. Director of ING America Life Insurance Company, Urbaine
Life Insurance Company and Midwestern United Life Insurance Company. ^ Address:
Security Life Center, 1290 Broadway, Denver, Colorado 0203. 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^. 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. ^ 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. ^ 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. ^ Address: 19
Kingsbridge Way, Madison, Connecticut. Born: August 1, 1923.
WENDY L. GRAMM, Ph.D.,** Trustee. Self-employed (since 1993); Professor of
Economics and Public Administration, University of Texas at Arlington. Formerly,
Chairman, Commodity Futures Trading Commission from 1988 to 1993, administrator
<PAGE>
for Information and Regulatory Affairs at the Office of Management and Budget
from 1985 to 1988, Executive Director of the Presidential Task Force on
Regulatory Relief and Director of the Federal Trade Commission's Bureau of
Economics. Dr. Gramm is also a director of the Chicago Mercantile Exchange,
Enron Corporation, IBP, Inc., State Farm Insurance Company, State Farm Life
Insurance Company, Independent Women's Forum, International Republic Institute,
and the Republican Women's Federal Forum. Dr. Gramm is also a member of the
Board of Visitors, College of Business Administration, University of Iowa, and a
member of the Board of Visitors, Center for Study of Public Choice, George Mason
University. Address: 4201 Yuma Street, N.W., Washington, D.C. Born: January 10,
1945.
HUBERT L. HARRIS, JR.,* Trustee. Chairman (since May 1996) and President
(January 1990 to April 1996) of INVESCO Services, Inc. ^ Chief Executive Officer
of INVESCO Individual Services Group. Chairman of the Board ^, Chief Executive
Officer and Trustee of INVESCO 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.
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. ^
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 ^ INVESCO Global Health Sciences Fund and Gables Residential Trust. ^
Address: 7 Piedmont Center, Suite 100, Atlanta, GA. Born: September 14, 1930.
^ LARRY SOLL, Ph.D.,** Trustee. Retired. Formerly, Chairman of the Board
(1987 to 1994), Chief Executive Officer (1982 to 1989 and 1993 to 1994) and
President (1982 to 1989) of Synergen Corp. Director of Synergen since its
incorporation in 1982. Director of ISI Pharmaceuticals, Inc. Trustee of INVESCO
Global Health Sciences Fund. Address: 345 Poorman Road, Boulder, Colorado. Born:
April 26, 1942.
Messrs. Brady and Deering are Chairman and Vice Chairman of the Board,
respectively, and Messrs. Andrews, Baker, Budner, Chabris, Harris, King and
McIntyre and Drs. Gramm and Soll are directors or trustees of the following
investment companies: INVESCO ^ Capital Appreciation Funds, Inc. (formerly,
INVESCO Dynamics Fund, Inc.), INVESCO Diversified Funds, Inc.^, INVESCO
<PAGE>
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.
+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 ^ $12,000 annual meeting fee for attending regular quarterly Trustees'
meetings.
^ Messrs. Brady and Harris, 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.^ 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 1940 Act) 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 or her 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
<PAGE>
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 her or to his
or her beneficiary or estate. If a qualified director becomes disabled or dies
either prior to age 72 or during his or her 74th year while still a director of
the funds, the director will not be entitled to receive the first year
retirement benefit; however, the reduced retainer payments will be made to his
or her beneficiary or estate. The plan is administered by a committee of three
directors who are also participants in the plan and one director who is not a
plan participant. The cost of the plan will be allocated among the INVESCO^ 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 ^ that 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 ^ AMVESCAP 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 and to AMVESCAP PLC on May 8, 1997, as
part of a merger between a direct subsidiary of INVESCO PLC and A I M Management
Group Inc., ^ that created one of the largest independent investment management
<PAGE>
businesses in the world with approximately ^ $192.2 billion in assets under
management. ^ 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. AMVESCAP PLC's
other North American subsidiaries include the following:
--INVESCO Funds Group, Inc. of Denver, Colorado, serves as an investment
adviser to INVESCO Capital Appreciation Funds, Inc. (formerly, INVESCO Dynamics
Fund, Inc.), INVESCO Diversified Funds, 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.^
--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 ^ AMVESCAP 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 ^ AMVESCAP 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
asset value, using for each daily calculation the most recently determined net
<PAGE>
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, 1997, the Trust paid the Adviser
an advisory fee of $306,899, of which $257,218 was allocated to the Money Fund
and $49,681 was allocated to the Tax-Exempt Fund, representing 0.25% of each
Fund's average net assets. 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 ^ each 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 each of the Fund's net assets.
THE DISTRIBUTOR
^ Prior to September 30, 1997, INVESCO Funds Group, Inc. ("IFG") served
as the principal underwriter ^ and distributor of shares of the Funds. Effective
September 30, 1997, INVESCO Distributors, Inc. ("IDI" or the "Distributor"), a
Delaware corporation, serves as the principal underwriter and distributor of
shares of the Funds. The Distributor is a wholly-owned subsidiary of IFG, an
indirect wholly-owned subsidiary of AMVESCAP PLC. The Distributor's principal
office is located at ^ 7800 East Union Avenue, Denver, Colorado 80237.
TAX INFORMATION
Federal Taxes
^ The Funds intend to distribute to shareholders all of their net
investment income and net capital gains, if any. Distribution of substantially
all net investment income to shareholders allows each Fund to maintain its tax
status as a regulated investment
<PAGE>
company^. Due to their tax status as regulated investment companies, the Funds
do not expect to pay any federal income or excise taxes.
The Tax-Exempt Fund intends to qualify to pay "exempt-interest
dividends" to its shareholders. The Fund will so qualify if at least 50% of its
total assets are invested in municipal securities at the close of each quarter
of the ^ company's fiscal year. The exempt-interest portion of the income
dividend which is payable monthly may be based on the ratio of a Fund's
tax-exempt income to taxable income for the entire taxable year. In such case,
the ratio would be determined and reported to shareholders after the close of
each taxable year. Thus, the exempt-interest portion of any particular dividend
may be based upon the tax-exempt portion of all distributions for the taxable
year rather than upon the tax-exempt portion of that particular dividend.
Exemption of exempt-interest dividends for federal income tax purposes does not
necessarily result in exemption under the income or other tax laws of any state
or local taxing authority. Although these dividends generally may be subject to
state and local income taxes, the laws of the several states and local taxing
authorities vary with respect to the taxation of exempt-interest dividends,
taxable dividends and other distributions.
^ A corporation includes exempt-interest dividends in ^ calculating its
alternative taxable income in situations where the adjusted current earnings of
the corporation exceeds its alternative minimum taxable income.
Any loss realized on the redemption of shares in the Funds that have
been held by the shareholder for six months or less is not deductible to the
extent of the amount of any exempt-interest dividends ^ paid with respect to
such shares and the balance of the loss is treated as long-term, instead of
short-term, capital loss to the extent of any capital gain distributions
received on those shares.
Entities or persons who are ^ "substantial users^ " (or persons related
to ^ "substantial users") of facilities financed by private activity bonds ^ or
industrial development bonds ^ should consult their tax advisers before
purchasing shares of the Tax-Exempt Fund because, for users of certain of 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 ^ such bonds.
If the Tax-Exempt Fund invests in any instruments that generate taxable
income, ^ distributions of the interest earned thereon will generally be taxable
to its shareholders as ordinary income ^. In addition, if the Fund realizes
capital ^ gains as a result of market transactions, any distribution of that
gain will be taxable to its shareholders.
<PAGE>
^ The Trust expects^ to maintain a constant $1.00 per share net asset
value^. However, the Trust cannot guarantee that such a net asset value will be
maintained. Accordingly, a shareholder may realize a capital gain or loss upon
redemption of shares of a Fund equal to the difference between the redemption
price received by the investor and the adjusted basis of the shares redeemed. ^
Capital gain or loss^ on shares held for one year or less is classified as
short-term capital gain or loss ^ while capital gain or loss on shares ^ held
for more than one year ^ is classified as long-term capital gain or loss ^.
Again, any loss realized on the redemption of fund shares held for six months or
less is nondeductible to the extent of any exempt-interest dividends ^ paid with
respect to such shares.
Each Fund will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary (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.
Shareholders should consult their own tax advisers regarding specific
questions as to federal, state and local taxes. Dividends and capital gain
distributions will generally be subject to applicable state and local taxes.
Qualification as a regulated investment company under the Internal Revenue Code
of 1986, for income tax purposes, does not entail government supervision of
management or investment policies.
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.
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
<PAGE>
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, 1997, 1996^ or
1995 ^.
At December 31, ^ 1997, 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, ^ 1997
- ---- ---------------- -------------------
Money Market United Missouri Bank ^ $12,704,000
Reserve Fund Money Market Fiduciary
Tax Exempt Societe Generale Securities ^ $313,000
Reserve Fund
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 ^ a Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
<PAGE>
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. ^ For the seven days ended December 31, ^ 1997 the Money Reserve
Fund's current and effective yields were ^ 5.87% and ^ 6.05%, respectively; the
Tax-Exempt Reserve Fund's current and effective yields were ^ 6.01% and ^ 6.19%,
respectively.
MISCELLANEOUS
Principal Shareholders
As of ^ January 31, 1998, 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
- ------------------- ---------------- --------
^
INVESCO Capital Management, Inc. ^ 8,823,861.5700 17.85
1315 Peachtree St. NE, Suite 300
Atlanta, GA 30309
Mercantile Bank Cust. 5,073,568.7700 10.26
Central Laborers Pension Fund
Tram 16-2
P.O. Box 387
St. Louis, MO 63166-0387
WSU Endowment Association 4,919,488.2300 9.95
1845 Fairmount
<PAGE>
Wichita, KS 67260-0001
State of Illinois 4,731,407.3000 9.57
Employees Def. Compensation Pl.
c/o PRIMCO Capital Mgmt.
101 South Fifth St., Ste. 2150
Louisville, KY 40202-3113
Teamsters Local Union 918 3,969,331.9300 8.03
Welfare Fund
2137-47 Utica Ave.
Brooklyn, NY 11234-3827
GA Amateur Athletics Fdn. Inc. 2,991,462.8200 6.05
c/o Robert F. McCullough, INVESCO
1315 Peachtree St. N.E.
Atlanta, GA 30309-3503
As of January 31, 1998 ^, 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.
<PAGE>
Name and Address of Percent
Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
^ Willis M. Everett III 2,533,603.6200 11.37
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
Hubert L. Harris, Jr. 2,471,725.2800 11.10
4606 Polo Lane
Atlanta, GA 30339
Thomas L. Shields, Jr. ^ 2,214,042.9800 9.94
1750 W. Sussex
Atlanta, GA 30306
Charles E. Sward 1,737,908.2800 7.80
1837 Cedar Canyon Drive
Atlanta, GA 30345
J. Rex Fuqua 1,695,949.7600 7.61 ^
c/o Fuqua Capital Corp.
1201 W. Peachtree St. NE
Atlanta, GA 30309
^ Stephen A. Dana 1,587,979.9100 7.13
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
As of February [6], 1998, officers and trustees of the Trust, as a
group, beneficially owned less than ^ [4]% of the Funds' outstanding shares and
less than ^[15]% 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 4:00 p.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
<PAGE>
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.
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, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
<PAGE>
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 ^ is obligated ^ 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.
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 ^ ended December 31, ^ 1997, 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,
^ 1997.
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
<PAGE>
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 ^ nine years in
the period ended December 31, ^
1997, 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, ^ 1997, 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, ^ 1997: Statement of
Investment Securities as of December
31, ^ 1997; Statement of Assets and
Liabilities as of December 31, ^ 1997;
Statement of Operations for the year
ended December 31, ^ 1997; Statement
of Changes in Net Assets for each of the
two years in the period ended December
31, ^ 1997; and Financial Highlights for
each of the five years in the period
ended December 31, ^ 1997.
3. Financial statements and schedules
included in Part C:
None: Schedules have been omitted as all
information has been presented in the
financial statements.
(b) Exhibits:
<PAGE>
1. Declaration of Trust of Registrant.(2)
2. By-laws of Registrant. (4)
3. None.
4. None.
5. (a) Investment Advisory Agreement between
Registrant and INVESCO Capital Management,
Inc. dated as of February 28, 1997. (4)
6. (a) Distribution Agreement between Registrant
and INVESCO Services, Inc. dated as of
February 28, 1997. (4)
(b) Distribution Agreement between Registrant
and INVESCO Funds Group, Inc. dated as of May
15, 1997.
(c) Distribution Agreement between Registrant
and INVESCO Distributors, Inc. dated
September 30, 1997.
7. Defined Benefit Deferred Compensation
Plan for Non-Interested Directors and
Trustees. (4)
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. (4)
(b) Indemnification Agreement between INVESCO
Capital Management, L.P. and each of the
Trustees of the Registrant. (4)
(c) Administrative Services Agreement between
Registrant and INVESCO Funds Group, Inc.
dated as of February 28, 1997. (4)
10. Opinion as to legality of the shares. (2)
11. Consent of Independent Accountants.
12. None.
13. None.
14. None.
<PAGE>
15. None.
16. Schedule for computation of yield and
effective yield quotations. (1)
17. (a) Financial Data Schedule for
the year ended December 31, ^ 1997,
for INVESCO Treasurer's Money
Market Reserve Fund.
(b) Financial Data Schedule for
the year ended December 31, ^
1997, for INVESCO Treasurer's
Tax-Exempt Reserve Fund.
(c) Financial Data Schedule for
the year ended December 31, ^ 1997,
for INVESCO Treasurer's Prime
Reserve Fund.
(d) Financial Data Schedule for
the year ended December 31, ^ 1997,
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.
(4) Previously filed on EDGAR on April 25, 1997, in Post-Effective
Amendment No. 17 to the Registrant's 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 wholly-owned
subsidiary of ^ AMVESCAP PLC, ^ a British public limited company. The
Registrant's principal underwriter is INVESCO ^ Distributors, Inc., a ^ Delaware
corporation ("IDI" or the "Distributor"). The Adviser also provides investment
advice to the following investment ^ company: Selected Investment Managers
Series Fund. ^ IDI is a wholly-owned subsidiary of IFG. IFG, an indirect,
wholly-owned
<PAGE>
subsidiary of AMVESCAP PLC, acts as the Trust's subsidiary of AMVESCAP PLC, acts
as the Trust's transfer agent and performs certain administrative services for
the Trust. ^
Item 26. Number of Holders of Securities
As of ^ January 31, ^ 1998 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 ^ 92
Tax-Exempt Fund Beneficial Interest ^ 41
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 ^ ICM, 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.
<PAGE>
The Trust has entered into a Distribution Agreement dated ^ September
29, 1997 with ^ IDI which provides in part that ^ IDI and the Trust will
indemnify, defend and hold harmless each 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) ^ INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Fund, Inc.
INVESCO Income Funds, Inc.
INVESCO Industrial Income Fund, 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.
<PAGE>
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
Charles W. Brady Chairman ^ and
1315 Peachtree Street, N.E., ^ Trustee
#300
Atlanta, Georgia 30309
Fred A. Deering Vice Chairman
Security Life of the Board
1290 Broadway
Denver, Colorado 80203
Glen A. Payne Senior Vice Secretary
7800 East Union Avenue President,
Denver, Colorado 80237 Secretary and
General Counsel
Hubert L. Harris, Jr. Director President, ^
1315 Peachtree Street, N.E., ^ Chief
Executive
#300 Officer and
Atlanta, Georgia 30309 Trustee
Ronald L. Grooms Senior Vice Treasurer
7800 East Union Avenue President and and Chief
Denver, Colorado 80237 Treasurer Accounting and
Financial
Officer
Victor L. Andrews Trustee
34 Seawatch Drive
Savannah, Georgia 31411
Bob R. Baker Trustee
AMC Cancer Research Center
1775 Sherman Street, #1000
Denver, Colorado 80203
Lawrence H. Budner Trustee
7608 Glen Albens
Dallas, Texas 75225
<PAGE>
Daniel D. Chabris Trustee
19 Kingsbridge Way
Madison, Connecticut 06443
Wendy L. Gramm Trustee
4201 Yuma Street, N.W.
Washington, D.C. 20016
Kenneth T. King Trustee
4080 North Circulo Manzanillo
Tucson, Arizona 85715
John W. McIntyre Trustee
7 Piedmont Center #100
Atlanta, Georgia 30305
Larry Soll Trustee
345 Poorman Road
Boulder, Colorado 80302
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 1940 Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant ^ 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 ^ 27th day of ^ February, 1998.
Attest: INVESCO Treasurer's Series
Trust
/s/ ^ Glen A. Payne /s/ Hubert L. Harris, Jr.
- ------------------------------ -------------------------------------
^ Glen A. Payne, Secretary Hubert L. Harris, 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 ^ 27th day of
February, 1998.
^/s/ Hubert L. Harris, Jr. /s/ Lawrence H. Budner
- ----------------------------- ------------------------------------
^ Hubert L. Harris, Jr., Lawrence H. Budner, Trustee
President (Chief ^ Executive
^ Officer and Trustee)
^/s/ Ronald L. Grooms /s/ Daniel D. Chabris
- ---------------------------- ------------------------------------
^ Ronald L. Grooms, Treasurer Daniel D. Chabris, Trustee
^(Chief Accounting and Financial
^ Officer)
/s/ Glen A. Payne /s/ Fred A. Deering
- ---------------------------- -------------------------------------
^ Glen A. Payne, Secretary Fred A. Deering, Trustee
/s/ Victor L. Andrews /s/ Larry Soll
- ---------------------------- -------------------------------------
Victor L. Andrews, Trustee Larry Soll, Trustee
/s/ John W. McIntyre /s/ ^ Kenneth T. King
- --------------------------- -------------------------------------
^ John W. McIntyre, Trustee Kenneth T. King, Trustee
/s/ Bob R. Baker /s/ Wendy L. Gramm, Trustee
- --------------------------- -------------------------------------
Bob R. Baker, Trustee Wendy L. Gramm, 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 (with the exception of Hubert L. Harris, Jr., Larry Soll and
Wendy L. Gramm) 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
-------------- ----------------------
^ 6(b) 72
^ 6(c) 83
11 94
17(a) 95
17(b) 96
17(c) 97
17(d) 98
99.POA GRAMM 99
99.POA HARRIS 100
99.POA SOLL 101
^
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 15th day of May, 1997, between INVESCO
TREASURER'S SERIES TRUST, a Massachusetts business trust (the "Trust"), and
INVESCO FUNDS GROUP, 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
<PAGE>
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 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
<PAGE>
and any attorney fees incurred in connection therewith) which the
Underwriter, its officers and directors or any such control-
ling person, may incur under the 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 will-
ful 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 addres-
sed 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
<PAGE>
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 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.
<PAGE>
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 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 informa-
tion 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.
<PAGE>
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 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 notifi-
cation 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 Under-
writer 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.
<PAGE>
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 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 May 15, 1997, and shall
continue in effect for an initial term expiring May 15, 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
<PAGE>
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.
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.
<PAGE>
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.
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
-----------------------------
George S. Robinson, President
/s/ Tony D. Green
- ----------------------------
Tony D. Green
Secretary
INVESCO FUNDS GROUP, INC.
By:/s/ Dan J. Hesser
-----------------------------
ATTEST: Dan J. Hesser
President
/s/ Glen A. Payne
- ----------------------------
Glen A. Payne
Secretary
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 30th day of September, 1997, between INVESCO
TREASURER'S SERIES TRUST, a Massachusetts business trust (the "Trust"), and
INVESCO DISTRIBUTORS, INC., a Delaware 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
<PAGE>
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 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
<PAGE>
cost of investigating or defending such claims, demands or liabili-
ties and any attorney fees incurred in connection therewith)
which the Underwriter, its officers and directors or any such
controlling person, may incur under the 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
<PAGE>
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 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,
<PAGE>
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 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 Declara-
tion 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 harm-
less 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 liabili-
ties 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
<PAGE>
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
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 notifica-
tion 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 Under-
writer 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.
<PAGE>
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 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 September 30, 1997, and
shall continue in effect for an initial term expiring September 30,
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
<PAGE>
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.
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.
<PAGE>
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.
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
-----------------------------
George S. Robinson, President
/s/ Tony D. Green
- ----------------------------
Tony D. Green
Secretary
INVESCO DISTRIBUTORS, INC.
By:/s/ Dan J. Hesser
-----------------------------
ATTEST: Dan J. Hesser
President
/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. 18 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 6, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 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
February 25, 1998
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<NAME> INVESCO TREASURER SERIES TAX-EXEMPT RESERVE FUND
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<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 23032994
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<RECEIVABLES> 106151
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<OTHER-ITEMS-ASSETS> 199469
<TOTAL-ASSETS> 23338748
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<SHARES-REINVESTED> 711015
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<ACCUMULATED-NII-PRIOR> 0
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
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</TABLE>
POWER OF ATTORNEY
The person executing this Power of Attorney hereby appoints Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and such Post-Effective Amendments to such Registration Statements of the
hereinafter described entities as such attorney-in-fact, or either of them, may
deem appropriate:
INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified 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 Treasurer's Series Trust
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
This Power of Attorney, which shall not be affected by the disability of
the undersigned, is executed and effective as of the 25th day of August, 1997.
/s/ Wendy L. Gramm
------------------------------------------
Wendy L. Gramm
DISTRICT OF COLUMBIA )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Wendy L.
Gramm, as a director or trustee of each of the above-described entities, this
25th day of August, 1997.
/s/ Margaret Foster
------------------------------------------
Notary Public
My Commission Expires: February 14, 2000
POWER OF ATTORNEY
The person executing this Power of Attorney hereby appoints Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and such Post-Effective Amendments to such Registration Statements of the
hereinafter described entities as such attorney-in-fact, or either of them, may
deem appropriate:
INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified 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 Treasurer's Series Trust
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
This Power of Attorney, which shall not be affected by the disability
of the undersigned, is executed and effective as of the 17th day of February,
1998.
/s/ Hubert L. Harris, Jr.
-----------------------------------------
Hubert L. Harris, Jr.
STATE OF GEORGIA )
)
COUNTY OF ATLANTA )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Hubert L. Harris,
Jr., as a director or trustee of each of the above-described entities, this 17th
day of February, 1998.
/s/ Henri Martineau
------------------------------------------
Notary Public
My Commission Expires:
POWER OF ATTORNEY
The person executing this Power of Attorney hereby appoints Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and such Post-Effective Amendments to such Registration Statements of the
hereinafter described entities as such attorney-in-fact, or either of them, may
deem appropriate:
INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified 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 Treasurer's Series Trust
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
This Power of Attorney, which shall not be affected by the disability of
the undersigned, is executed and effective as of the 4th day of June, 1997.
/s/ Larry Soll
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Larry Soll
STATE OF WASHINGTON )
)
COUNTY OF SAN JUAN )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Larry Soll, as a
director or trustee of each of the above-described entities, this 4th day of
June, 1997.
/s/ Mary Paulette Weaver
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Notary Public
My Commission Expires: 1-27-97
