Registration No. 33-19862
Registration No. 811-5460
As filed on ^ April 30, 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. ^ 19 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. ^ 23 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) ------------------- Copies to: Clifford
J. Alexander Kirkpatrick & Lockhart 1800 M Street NW Washington, D.C. 20036
- ------------------- 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)
_X__ immediately upon filing pursuant to paragraph (b)
____ on ___________, pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
____ ^ on ^___________, 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.
-------------------
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 102
Exhibit index is located at page 61
<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 ^ the investment 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..........................................15
INVESTMENT RESTRICTIONS.......................................................18
THE INVESTMENT ADVISER........................................................20
THE DISTRIBUTOR...............................................................21
COMPUTATION OF NET ASSET VALUE................................................22
CAPITALIZATION................................................................22
DISTRIBUTIONS AND TAX INFORMATION.............................................22
Distributions...........................................................22
Automatic Dividend Reinvestment Plan....................................24
HOW TO BUY FUND SHARES........................................................24
Purchase by Wire........................................................25
Exchange Policy.........................................................25
Purchase by Telephone Orders............................................26
REDEMPTION OF SHARES..........................................................26
Redemption by Check.....................................................27
Redemption by Telephone.................................................27
General.................................................................28
SHAREHOLDER REPORTS...........................................................28
MISCELLANEOUS.................................................................28
Year 2000 Computer Issue................................................30
LEGAL COUNSEL.................................................................31
APPENDIX A....................................................................32
<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 ^ the investment 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.
The Fund may invest in the following securities: securities issued or guaranteed
by the U.S. government, its agencies, or its instrumentalities; obligations of
financial institutions which obligations are determined to be readily marketable
by INVESCO Capital Management, Inc. ("ICM" or the "Adviser"), including,
certificates of deposit, time deposits and bankers' acceptances of domestic or
foreign banks, and funding agreements issued by domestic insurance companies,
any of which may include demand features or guarantees; commercial paper; and
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.
Commercial paper acquired by the Money Fund must be rated by at least two
NRSROs, generally S&P and Moody's, in the highest rating category (A-1 by S&P or
P-1 by Moody's), or, where the obligation is rated only by S&P or Moody's, and
not by any other NRSRO, such obligation is rated A-1 or P-1. Money market
instruments purchased by the Money Fund that are not rated must be determined by
the Adviser to be of equivalent credit quality to the rated securities in which
the Money Fund may invest. In the Adviser's opinion, obligations that are not
rated are not necessarily of lower quality than those that are rated but may be
less marketable and typically may provide higher yields. The Fund will invest in
such securities only when such investment is in accordance with the Fund's
<PAGE>
investment objective of achieving a high level of current income and when such
investment will not impair the Fund's ability to comply with requests for
redemptions.
INVESCO Treasurer's Tax-Exempt Reserve Fund -- This Fund will attempt to
achieve its objective by investing in the following instruments: short-term
municipal obligations consisting of tax anticipation notes, revenue anticipation
notes and bond anticipation notes; short-term municipal bonds; tax-exempt
commercial paper; and variable rate demand notes. Under normal market
conditions, this Fund will invest at least 80% of its net assets in municipal
obligations that, based on the opinion of counsel to the issuer of the
obligation, 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, ^ guarantees or puts, depending on their characteristics
(collectively referred to as ^"Guarantees"), and may involve letters of credit
or other credit support arrangements supplied by domestic or foreign banks
supporting the other party's ability to repurchase the obligation from the
Tax-Exempt Fund.
In fulfillment of their investment objectives, and as part of their
investment strategy, both Funds may enter into repurchase agreements and invest
in bank participation interests and "when issued" securities. Both Funds may
also enter into reverse repurchase agreements, but only for the purpose of
obtaining funds for meeting redemption requests of shareholders. Both Funds may
also hold cash for temporary defensive purposes. (See "Investment Objectives and
Policies.")
Certain of the investments by the Funds may be considered "illiquid
securities." Each of the Funds has adopted an investment policy that prohibits
it from having more than 10% of its total assets invested in illiquid securities
(including restricted securities, repurchase agreements maturing in more than
seven days, time deposits without demand features having a stated maturity
greater than seven days, and funding agreements and participation interests
without demand features or for which there is not a readily available market).
<PAGE>
Investment Adviser:
INVESCO Capital Management, Inc., a Delaware corporation and the Trust's
investment 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.^
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 ^ 11:30 a.m. (New York time) on a normal
business day, proceeds will normally be wired that day, if requested by the
shareholder, but no dividend will be earned on the redeemed shares on that day.
Proceeds on redemption requests received after ^ 11:30 a.m. (New York time) will
be sent the next business day when net asset value is determined and will earn
any dividends paid on the redeemed shares up to but not including the day on
which such shares are redeemed. There is no charge imposed in connection with
the redemption of shares. The Trust has the right to redeem shareholder accounts
that fall below a minimum level ($500,000 or less) as a result of redemptions of
shares. (See "Redemption of Shares.")
Dividends:
The Trust intends to declare dividends daily. All dividends paid to a
shareholder will be reinvested automatically in additional Fund shares
pursuant to the Trust's Automatic Dividend Reinvestment Plan unless the
shareholder specifically elects to receive declared dividends in cash. (See
"Automatic Dividend Reinvestment Plan.")
<PAGE>
ANNUAL FUND EXPENSES
Money Fund and Tax-Exempt Fund
Shareholder Transaction Expenses
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 information for the nine years ended December 31, 1997,
has 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>
INVESCO Treasurer's Series Trust
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
Period
Ended
Decem-
ber 31
Year Ended December 31
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988^
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%~
^ 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
</TABLE>
<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
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988^
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 $67,806 $86,163
Ratio of Expenses to Average
Net Assets 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 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%~
^ 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
</TABLE>
<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 ^ the investment 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 -- This Fund will attempt to
achieve its objective by investing in short-term money market instruments.
The Fund may invest in the following securities: securities issued or guaranteed
by the U.S. government, its agencies, or its instrumentalities; obligations of
financial institutions which obligations are determined to be readily marketable
by INVESCO Capital Management, Inc. ("ICM" or the "Adviser"), including,
certificates of deposit, time deposits and bankers' acceptances of domestic or
foreign banks, and funding agreements issued by domestic insurance companies,
any of which may include demand features or guarantees; commercial paper; and
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 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
<PAGE>
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.
It is a fundamental policy of the Fund that, under normal market
conditions, it will have at least 80% of its net assets invested in municipal
obligations that, based on the opinion of counsel to the issuer of the
obligation, 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 one of the two highest rating ^
categories (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.
<PAGE>
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, ^ guarantees or puts, depending on their characteristics
(collectively referred to as ^"Guarantees"), 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 ^ Guarantees 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 ^ Guarantee 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 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 above and with registered broker-dealers or registered government
securities dealers which have outstanding either commercial paper or other debt
obligations rated in the highest rating category by at least two NRSROs or by
one NRSRO if such obligations are rated by only one NRSRO. The Adviser will
monitor the creditworthiness of such entities in accordance with procedures
adopted and monitored by the board of trustees. The Funds will enter into
repurchase agreements whenever, in the opinion of the Adviser, such transactions
would be advantageous to the Funds. Repurchase agreements afford an opportunity
for the Funds to earn a return on temporarily available cash. The Funds will
enter into reverse repurchase agreements only for the purpose of obtaining funds
necessary for meeting redemption requests of shareholders. Interest earned by
the Funds on repurchase agreements would not be tax-exempt, and thus would
constitute taxable income.
<PAGE>
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
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 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.
<PAGE>
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. ^ The Trust is a diversified investment company under the
Investment Company Act of 1940^ ("the 1940 Act"). Except as otherwise provided
by Section 5 of the 1940 Act, and Rule 2a-7 promulgated under the 1940 Act, no
more than 5% of the value of each ^ Fund's total assets can be invested in the
securities of any one issuer. This 5% issuer diversification restriction does
not apply to cash, cash items, or government securities. The Trust may not
change from a diversified to a non-diversified investment company without the
approval of a majority of each affected ^ Fund's outstanding voting securities,
with ^ "majority" defined as described under the ^ "Investment Restrictions^"
section of this Prospectus.
Portfolio Securities Loans. The Trust, on behalf of each of the Funds, may
lend limited amounts of its portfolio securities (not to exceed 20% of a Fund's
total assets) to broker-dealers or other 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.
<PAGE>
General. No assurance is or can be given that either Fund will accomplish
its investment objective, as ^ every investment contains some degree of
uncertainty ^. An increase in interest rates will generally reduce the value of
portfolio investments in the Funds, and a decline in interest rates will
generally increase the value of each Fund's portfolio investments.
INVESTMENT RESTRICTIONS
The Trust, on behalf of each of the Funds, has adopted the following
investment restrictions, all of which are fundamental policies and may not be
changed without the approval of the holders of a majority of the Trust's
outstanding voting securities, or if the policy relates only to a specific Fund,
that Fund's outstanding voting securities (which in this Prospectus means, as to
the Trust or each Fund (as applicable), the vote of the lesser of (i) 67% or
more of the voting securities present at a meeting, if the holders of more than
50% of the outstanding voting securities are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities). The Trust, on behalf
of each of the Funds, may not:
(1) Invest in the securities of issuers (excluding (i) municipal obligations
for the Tax-Exempt Fund only, (ii) bankers' acceptances, time deposits and
certificates of deposit of domestic branches of U.S. banks and, as to the
Money Fund only, U.S. branches of foreign banks and foreign branches of
U.S. banks, provided that the U.S. branches are subject to sufficient
regulation by government bodies that they can be considered U.S. banks, and
the obligations of the foreign branches qualify as unconditional
obligations of the U.S. parent, and (iii) U.S. government obligations)
conducting their principal business activity in the same industry, if
immediately after such investment the value of a Fund's investments in such
industry would represent 25% or more of the value of 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 ^ 100% of the assets of each of the ^ Funds, 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.
<PAGE>
(5) Issue any class of senior securities or borrow money, except borrowings
from banks for temporary or emergency purposes not in excess of 10% of the
value of a Fund's net assets (not including the amount borrowed) at the
time the money is borrowed. The Funds are permitted to borrow money only
for the purpose of meeting redemption requests which might otherwise
require the untimely disposition of securities. Borrowing is allowed as
long as the cost of borrowing is less than the income which would be lost
should securities be sold to meet the redemption requests. While in a
borrowed position (including reverse repurchase agreements), the Funds may
not make purchases of securities. The Funds may enter into reverse
repurchase agreements only for the purpose of obtaining funds necessary for
meeting redemption requests.
(6) Mortgage, pledge, hypothecate or in any manner transfer as security for
indebtedness any securities owned or held except to secure funds borrowed
and then only to an extent not greater than 10% of the value of the
applicable Fund's total assets.
(7) Make short sales of securities or maintain a short position.
(8) Purchase securities on margin, except that a Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and
sales of portfolio securities.
(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.
<PAGE>
Additional investment restrictions adopted by the Trust on behalf of the
Funds and which may be changed by the trustees at their discretion provide that
the Trust, on behalf of each of the Funds, may not:
(1) Write, purchase or sell puts, calls, straddles, spreads or combinations
thereof. However, in order to enhance the liquidity of a municipal
obligation, the Tax-Exempt Fund may acquire ^ Guarantees. 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^, 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
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.
<PAGE>
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
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
<PAGE>
indirect, wholly-owned subsidiary of AMVESCAP PLC. The Distributor provides
underwriting and distribution services to 14 other mutual funds ^ advised by
IFG. 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 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. ^ Each Fund's policy is to distribute substantially all of this
income, less Fund expenses, to shareholders, at the discretion of ^ each Fund's
board of trustees. Dividends are declared daily and are automatically reinvested
<PAGE>
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 ^. 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.
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 ^ is required for 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 ^ his or her 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.
<PAGE>
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, ^ IFG, is automatically appointed by the investors to receive
all dividends of the respective Funds and to reinvest them on their payment
dates in shares (or fractions thereof) of the 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 Trust, and
<PAGE>
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 ^ 11:30 a.m. (New York time), become available
to the Trust and are invested that day. Federal funds transmitted by bank wire
and received after ^ 11:30 a.m. (New York time) will be available to and deemed
received and invested by the Trust on the next business day. The Trust is not
responsible for delays in any wire transmission.
Exchange 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 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.
<PAGE>
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 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.
<PAGE>
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 ^ 11:30 a.m. (New York time),
proceeds will normally be wired that day, if requested by the shareholder, but
no dividend will be earned on the redeemed shares on that day. Proceeds of
redemption requests received after ^ 11:30 a.m. (New York time) will be based on
the net asset value next determined (which is 4:00 p.m. of the next day that net
asset value per share is determined), will normally be sent on the day such net
asset value per share is determined, but in any event within 7 days, and will
not earn a dividend for that day. Although each Fund attempts to maintain a
constant net asset value per share of $1.00, the value of shares of a Fund on
redemption may be more or less than the shareholder's cost, depending upon the
value of the Fund's assets at the time.
Redemption by Check
Shareholders in the Funds may redeem shares by check in an amount not less
than $100,000. At the shareholder's request, the 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
<PAGE>
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
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 either 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 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
<PAGE>
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 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 (the "1933 Act") and the 1940 Act, 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.
<PAGE>
YEAR 2000 COMPUTER ISSUE
Due to the fact that many computer systems in use today cannot recognize
the year 2000, but will, unless corrected, revert to 1900 or 1980 or cease to
function at that time, the markets for securities in which the Funds invest may
be detrimentally affected by computer failures throughout the financial services
industry beginning January 1, 2000. Improperly functioning trading systems may
result in settlement problems and liquidity issues. In addition, corporate and
governmental data processing errors may result in production issues for
individual companies and overall economic uncertainties. Earnings of individual
issuers will be affected by remediation costs, which may be substantial, and may
be reported inconsistently in U.S. and foreign financial statements. The Funds'
investments may be adversely affected.
The management and custodial services provided to the Funds by the
Adviser and the Funds' custodian, and the services provided to shareholders
by IDI and IFG, depend on the continued functioning of their computer systems.
Many computer systems in use today cannot recognize the year 2000, but will
revert to 1900 or 1980 or will cease to function due to the manner in which
dates were encoded and are calculated. That failure could have a negative impact
on the handling of the Funds' securities trades, their share pricing and their
account services. The Funds and their service providers have been actively work-
ing on necessary changes to their computer systems to deal with the year 2000
and expect that their systems will be adapted before that date, but there can be
no assurance that they will be successful. Furthermore, services may be impaired
at that time as a result of the interaction of their systems with others'
noncomplying computer systems.
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.
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.
<PAGE>
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
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.
<PAGE>
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 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.
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.
<PAGE>
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.
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............................................39
OFFICERS AND TRUSTEES.........................................................40
THE ADVISORY AGREEMENT........................................................43
THE DISTRIBUTOR...............................................................45
TAX INFORMATION...............................................................45
BROKERAGE AND PORTFOLIO TRANSACTIONS..........................................47
CALCULATION OF YIELD..........................................................48
MISCELLANEOUS.................................................................49
<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, ^ guarantees or puts, depending on their characteristics (collectively
referred to as ^"Guarantees"), 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 ^ one hundred 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 ^ demand features 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 ^ Guarantees 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 this Statement of Additional Information under
"Investment Objectives and Policies."
^ Guarantees 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 ^ Guarantees will not be
transferable, municipal obligations purchased subject to such ^ rights may be
sold to a third party at any time, even though the ^ right is outstanding; and
(5) their exercise price will be (i) the Fund's acquisition cost (excluding the
cost, if any, of the ^ Guarantee) of the municipal obligations which are subject
to the ^ right (excluding any accrued interest which the Fund paid on their
acquisition), less any amortized market premium or plus any amortized market or
original issue discount during the period the Fund owned the securities, plus
(ii) all interest accrued on the securities since the last interest payment
date.
<PAGE>
The Trust, on behalf of the Fund, expects that ^ Guarantees generally will
be available without the payment of any direct or indirect consideration.
However, if necessary or advisable, the Fund will pay for ^ Guarantees, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the ^ rights.
It is difficult to evaluate the likelihood of use or the potential benefit
of a ^ Guarantee. Therefore, it is expected that the Trustees of the Trust will
determine that ^ Guarantees ordinarily have a "fair value" of zero, regardless
of whether any direct or indirect consideration was paid. When the Fund has paid
for a ^ Guarantee, 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 or guarantee.
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 ^ Guarantee
and that tax-exempt interest earned with respect to such municipal obligations
will be tax-exempt in its hands. There is no assurance that ^ Guarantees will be
available to the Fund nor has the Fund assumed that such ^ rights would continue
to be available under all market conditions.
OFFICERS AND TRUSTEES
Listed below are the Trustees and executive officers of the Trust, together
with their principal occupations during the past five years. Each person whose
name and title is followed by an asterisk is an "interested person" of the Trust
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act").
CHARLES W. BRADY,*+** Chairman of the Board of Trustees. Chief Executive
Officer and Director of 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 80203. Born: January 12,
1928.
VICTOR L. ANDREWS, ** Trustee. Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia; President, Andrews Financial Associates, Inc.
(consulting firm); formerly, member of the faculties of the Harvard Business
School and the Sloan School of Management of MIT. 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.
<PAGE>
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
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.
<PAGE>
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 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 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
<PAGE>
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 five 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
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.
<PAGE>
--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.
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.
<PAGE>
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
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 ^ is required for 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.
<PAGE>
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
^ Fund's fiscal year. The exempt-interest portion of the income dividend which
is payable monthly may be based on the ratio of the 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 minimum 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.
^ Each Fund expects to maintain a constant $1.00 per share net asset value.
However, the ^ Fund 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.
<PAGE>
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
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.
<PAGE>
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
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.
<PAGE>
MISCELLANEOUS
Principal Shareholders
As of ^ March 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. ^ 13,403,708.3900 19.10
1315 Peachtree St. NE, Suite 300
Atlanta, GA 30309
^ State of Illinois 7,349,877.3300 10.47
Employees Def. Compensation Pl.
c/o PRIMCO Capital Mgmt.
101 South Fifth St., Ste. 2150
Louisville, KY 40202-3113
AVZ Inc. 6,237,835.4000 8.89
1315 Peachtree St., Suite 500
Atlanta, GA 30309-3503
WSU Endowment Association 4,952,331.9100 7.06
1845 Fairmount
Wichita, KS 67260-0001
Teamsters Local Union 918 ^ 4,525,205.1300 6.45
Welfare Fund
2137-47 Utica Ave.
Brooklyn, NY 11234-3827
^ Mercantile Bank Cust. 3,887,417.0800 5.54
Central Laborers Pension Fund
Tram 16-2
P.O. Box 387
St. Louis, MO 63166-0387
As of March 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 ^ 4,256,366.0600 17.94
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
^ Alice H. Richards 3,602,941.1000 15.18
^ P.O. Box 400
^ Carrollton, GA 30117-0400
Thomas L. Shields, Jr. ^ 3,439,183.8900 14.49
1750 W. Sussex
Atlanta, GA 30306
^ J. B. Fuqua 2,245,513.5500 9.46
^ Suite 5000
1201 W. Peachtree St. ^ N.E.
Atlanta, GA 30309-3400
Stephen A. Dana ^ 1,600,243.1400 6.74
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
J. Rex Fuqua 1,494,326.4200 6.30
c/o Fuqua Capital Corp.
1201 W. Peachtree St. NE
Atlanta, GA 30309
Charles E. Sward 1,295,639.9000 5.46
1837 Cedar Canyon Drive
Atlanta, GA 30345-4023
Realan Capital Corp. 1,203,022.8800 5.07
1201 W. Peachtree St.
Suite 5000
Atlanta, GA 30309-3400
As of April 17 ^, 1998, officers and trustees of the Trust, as a group,
beneficially owned less than ^ 15% of the Funds' outstanding shares and less
than ^ 14% 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.
<PAGE>
Each Fund seeks to maintain a constant net asset value of $1.00 per share.
There can be no assurance that the Funds will be able to maintain a net asset
value of $1.00 per share. In order to accomplish this goal, each Fund intends to
utilize the amortized cost method of valuing portfolio securities. By using this
method, each Fund seeks to maintain a constant net asset value of $1.00 per
share despite minor shifts in the market value of its portfolio securities.
Under the amortized cost method of valuation, securities are valued at cost on
the date of purchase. Thereafter, the value of the security is increased or
decreased incrementally each day so that at maturity any purchase discount or
premium is fully amortized and the value of the security is equal to its
principal. The amortized cost method may result in periods during which the
amortized cost value of the securities may be higher or lower than their market
value, and the yield on a shareholder's investment may be higher or lower than
that which would be recognized if the net asset value of a Fund's portfolio was
not constant and was permitted to fluctuate with the market value of the
portfolio securities. It is believed that any such differences will normally be
minimal. During periods of declining interest rates, the quoted yield on shares
of each Fund may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio instruments. Thus, if
the use of amortized cost by a Fund resulted in a lower aggregate net asset
value on a particular day, a prospective investor in the Fund would be able to
obtain a somewhat higher yield if he or she purchased shares of the Fund on that
day, than would result from investment in a fund utilizing solely market values.
The converse would apply in a period of rising interest rates.
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.
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.
<PAGE>
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 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
Page in
Item 24. Financial Statements and Exhibits Prospectus
(a) 1. Financial statements and schedules
included in Prospectus (Part A): 10
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): 12
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:
1. Declaration of Trust of ^ Registrant.
2. By-laws of Registrant. (2)
3. None.
4. None.
5. (a) Investment Advisory Agreement between
Registrant and INVESCO Capital Management,
Inc. dated as of February 28, 1997. (2)
6. (a) Distribution Agreement between Registrant
and INVESCO Services, Inc. dated as of
February 28, 1997. (2)
<PAGE>
(b) Distribution Agreement between Registrant
and INVESCO Funds Group, Inc. dated as of May
15, 1997. (3)
(c) Distribution Agreement between Registrant
and INVESCO Distributors, Inc. dated
September 30, 1997. (3)
7. Defined Benefit Deferred Compensation Plan
for Non-Interested Directors and Trustees.
(2)
8. Custodian Agreement between the Registrant
and United Missouri Bank of Kansas City,
N.A.^
9. (a) Transfer Agency Agreement between the
Trust and INVESCO Funds Group, Inc. dated
February 28, 1997. (2)
(b) Indemnification Agreement between INVESCO
Capital Management, L.P. and each of the
Trustees of the Registrant. (2)
(c) Administrative Services Agreement between
Registrant and INVESCO Funds Group, Inc.
dated as of February 28, 1997. (2)
10. Opinion as to legality of the shares.^
11. Consent of Independent Accountants.
12. None.
13. None.
14. None.
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.
<PAGE>
(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 EDGAR on April 25, 1997, in Post-Effective Amendment
No. 17 to the Registrant's Registration Statement, and herein incorporated
by reference.
(3) Previously filed on EDGAR on February 27, 1998 in Post-Effective Amendment
No. 18 to 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 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 ^ March 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 ^ 97
Tax-Exempt Fund Beneficial Interest ^ 39
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.
<PAGE>
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.
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 ^ of the
1315 Peachtree Street, N.E., ^ Board
#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. ^ 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
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
<PAGE>
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 ^ 30th day of ^ April, 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 ^ 30th day of ^
April, 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
<PAGE>
* 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
^ 1 62
^ 8 88
10 96
11 97
17(a) 98
17(b) 99
17(c) 100
17(d) 101
^
DECLARATION OF TRUST
--------------------
OF
--
INVESCO Treasurer's Series Trust
--------------------------------
THE DECLARATION OF TRUST OF INVESCO Treasurer's Series Trust is made the
27th day of January, 1988 by the parties signatory hereto, as trustees (such
persons, so long as they shall continue in office in accordance with the terms
of this Declaration of Trust, and all other persons who at the time in question
have been duly elected or appointed as trustees in accordance with the
provisions of this Declaration of Trust and are then in office, being
hereinafter called the "Trustees").
W I T N E S S E T H:
WHEREAS, the Trustees desire to form a trust fund under the laws of
Massachusetts for the investment and reinvestment of funds contributed thereto;
and
WHEREAS, it is proposed that the beneficial interest in the trust assets be
divided into transferable shares of beneficial interest which may, at the
discretion of the Trustees, be divided into separate series (the "Series") as
hereinafter provided;
NOW, THEREFORE, the Trustees hereby declare that they will hold in trust,
all money and property contributed to the trust fund to manage and dispose of
the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:
ARTICLE I
The Trust
1.1. Name. The name of the trust created hereby (the "Trust," which term
shall be deemed to include any Series of the Trust when the context requires)
shall be 'INVESCO Treasurer's Series Trust," and so far as may be practicable
the Trustees shall conduct the activities of the Trust and execute all documents
under that name, which name (and the word "Trust" wherever hereinafter used)
shall refer to the Trustees as Trustees, and not individually, and shall not
refer to the officers, agents, employees or Shareholders of the Trust or any
Series thereof. Each Series of the Trust which shall be established and
designated pursuant to Sections 6.2, 6.2.1, or 6.2.2 shall conduct its
activities under such name as the Trustees shall determine and set forth in the
instruments establishing such Series. Should the Trustees determine that the use
of the name of the Trust or any Series is not advisable, they may select such
other name for the Trust or such Series as they deem proper and the Trust or
Series may conduct its activities under such other name. Any name change shall
be effective upon the execution by a majority of the then Trustees of an
instrument setting forth the new name. Any such instrument shall have the status
of an amendment to this Declaration.
1.2. Definitions. As used in this Declaration, the following terms shall
have the following meanings:
<PAGE>
The terms "Affiliated Person," "Assignment," "Commission," "Interested
Person," "Majority Shareholder Vote," (the 67% or 50% requirement of the third
sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) and
"Principal Underwriter" shall have the meanings given them in the 1940 Act.
"Declaration" shall mean this Declaration of Trust as amended from time to
time. References in this Declaration to "Declaration," "hereof," "herein" and
"hereunder" shall be deemed to refer to the Declaration rather than the article
or section in which such words appear.
"Fundamental Policies" shall mean the investment restrictions set forth in
the Prospectus of any Series and designated as fundamental policies therein.
"Person" shall mean and include individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof.
"Prospectus" shall mean the currently effective Prospectus of any Series of
the Trust under the Securities Act of 1933, as amended or supplemented,
including the Statement of Additional Information incorporated by reference
therein.
"Series" shall mean the separate series of Shares that may be established
and designated pursuant to Sections 6.2, 6.2.1, or 6.2.2.
"Shareholders" shall mean as of any particular time all holders of record
of outstanding Shares at such time.
"Shares" shall mean the equal proportionate transferable units of interest
into which the beneficial interest in any Series of the Trust shall be divided
from time to time and includes fractions of Shares as well as whole shares. All
references to Shares shall be deemed to be Shares of any or all Series as the
context may require.
"Trustees" shall mean the signatories to this Declaration of Trust, so long
as they shall continue in office in accordance with the terms hereof, and all
other persons who at the time in question have been duly elected or appointed
and have qualified as trustees in accordance with the provisions hereof and are
then in office, and reference in this Declaration of Trust to a Trustee or
Trustees shall refer to such person or persons in their capacity as Trustees
hereunder.
"Trust Property" shall mean as of any particular time any and all property,
real or personal, tangible or intangible, which at such time is owned or held by
or for the account of the Trust, any Series thereof or the Trustees.
The "1940 Act" refers to the Investment Company Act of 1940 and the
regulations promulgated thereunder, as amended from time to time.
ARTICLE II
Trustees
2.1. Number and Qualification. the initial number of Trustees shall be six.
The number of Trustees shall be fixed from time to time by written instrument
signed by a majority of the Trustees then in office, provided, however, that the
number of Trustees shall in no event be less than three or more than fifteen.
Any vacancy created by an increase in Trustees may, to the extent permitted by
the 1940 Act, be filled by the appointment of an individual having the
<PAGE>
qualifications described in this Article made by a written instrument signed by
a majority of the Trustees then in office. Any such appointment shall not become
effective, however, until the individual named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of this Declaration. No reduction in the number
of Trustees shall have the effect of removing any Trustee from office prior to
the expiration of his term. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in Section 2.4 hereof, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Declaration. A Trustee shall be an individual at least 21 years
of age who is not under legal disability. Trustees need not own Shares.
2.2. Term of Office. Each Trustee shall (except in the event of
resignations or removals or vacancies pursuant to Section 2.3 or 2.4 hereof)
hold office until his successor has been elected and is qualified to serve as
Trustee.
2.3. Resignation and Removal. Any Trustee may resign his trust (without
need for prior or subsequent accounting) by an instrument in writing signed by
him and delivered or mailed to the Chairman, President or the Secretary and such
resignation shall be effective upon such delivery, or at a later date according
to the terms of the instrument. Any of the Trustees may be removed (provided the
aggregate number of Trustees after such removal shall not be less than the
number required by Section 2.1 hereof) with cause, by the action of two-thirds
of the remaining Trustees. Any Trustee may be removed, with or without cause, at
any special meeting of the Shareholders by a vote of two-thirds of the
outstanding Shares. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the
successor Trustee or the remaining Trustees any Trust Property held in the name
of the resigning or removed Trustee. Upon the incapacity or death of any
Trustee, his legal representative shall execute and deliver on his behalf such
documents as the remaining Trustees shall require as provided in the preceding
sentence.
2.4. Vacancies. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal of such Trustee. No such vacancy shall operate to annul this
Declaration or to revoke any existing agency created pursuant to the terms of
this Declaration. In the case of a vacancy, the Shareholders, acting at any
meeting of Shareholders held in accordance with Section 11.2 hereof, or, to the
extent permitted by the 1940 Act, a majority of the Trustees continuing in
office acting by written instrument or instruments, may fill such vacancy, and
any Trustee so elected by the Trustees shall hold office as provided in this
Declaration.
2.5. Meetings. Meetings of the Trustees shall be held from time to time
upon the call of the Chairman, the President, the Secretary or any two Trustees.
Regular meetings of the Trustees may be held without call or notice at a time
and place fixed by the By-laws or by resolution of the Trustees. Notice of any
other meeting shall be mailed or otherwise given not less than 48 hours before
the meeting but may be waived in writing by any Trustee either before or after
such meeting. The attendance of a Trustee at a meeting shall constitute a waiver
of notice of such meeting except where a Trustee attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting has not been lawfully called or conveyed. The Trustees may act
with or without a meeting in accordance with the By-laws. A quorum for all
meetings of the Trustees shall be a majority of the Trustees. Unless provided
<PAGE>
otherwise in this Declaration of Trust, any action of the Trustees may be taken
at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consent of a majority of the Trustees.
Any committee of the Trustees, including an executive committee, if any,
may act with or without a meeting in accordance with the By-laws. A quorum for
all meetings of any such committee shall be a majority of the members thereof.
Unless provided otherwise in this Declaration, any action of any such committee
may be taken at a meeting by vote of a majority of the members present (a quorum
being present) or without a meeting by written consent of a majority of the
members.
With respect to actions of the Trustees and any committee of the Trustees,
Trustees who are Interested Persons of the Trust within the meaning of Section
1.2 hereof or otherwise interested in any action to be taken may be counted for
quorum purposes under this Section and shall be entitled to vote to the extent
permitted by the 1940 Act.
To the extent permitted by the 1940 Act, all or any one or more Trustees
may participate in a meeting of the Trustees or any committee thereof by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other and participation
in a meeting pursuant to such communications systems shall constitute presence
in person at such meeting.
2.6. Officers. The Trustees shall annually elect a Chairman, President,
Secretary and Treasurer. The Trustees may elect or appoint or request the
Chairman or President to appoint such other officers or agents with such powers
as the Trustees may deem to be advisable. The Chairman and the President shall
be and any other officer may, but need not, be a Trustee.
2.7. By-Laws. The Trustees may adopt and from time to time amend or repeal
the By-Laws for the conduct of the business of the Trust, except with respect to
any provision of the By-Laws which by law or under the Declaration or the
By-Laws require adoption, amendment or repeal by the Shareholders.
ARTICLE III
Powers of Trustees
3.1. General. The Trustee shall have exclusive and absolute control over
the Trust Property and over the business of the Trust or any Series thereof to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right and with such powers of delegation as may be
permitted by this Declaration. The Trustees may perform such acts as they
determine from time to time, in their sole discretion, are proper for conducting
the business of the Trust or any Series thereof. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid power. Such powers
of the Trustees may be exercised without order of or resort to any court.
3.2. Investments. The Trustees shall have power, subject to the Fundamental
Policies, to:
(a) conduct, operate and carry on the business of an investment
company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or
otherwise deal in or dispose of negotiable or non-negotiable instruments,
<PAGE>
obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, reverse repurchase
agreements and other securities, including, without limitation, those
issued, guaranteed or sponsored by any state, territory or possession of
the United States and the District of Columbia and their political sub-
divisions, agencies and instrumentalities, or by the United States
Government or its agencies or instrumentalities, or international
instrumentalities, or by any bank, savings institution, corporation or
other business entity organized under the laws of the United States and, to
the extent provided in the Prospectus and not prohibited by the Fundamental
Policies, organized under foreign laws; and to exercise any and all rights,
powers and privileges of ownership or interest in respect of any and all
such investments of every kind and description, including, without
limitation, the right to consent and otherwise act with firms, associations
or corporations to exercise any of said instruments; and the Trustees shall
be deemed to have the foregoing powers with respect to any additional
securities in which any Series of the Trust may invest should the
investment policies set forth in the Prospectus or the Fundamental Policies
be amended from time to time.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust or any Series, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.
3.3. Legal Title. Legal title to all the Trust Property shall be vested in
the Trustees as joint tenants except that the Trustees shall have power to cause
legal title to any Trust Property to be held by or in the name of one or more of
the Trustees, or in the name of the Trust or any Series thereof, or in the name
of any other Person as nominee, on such terms as the Trustees may determine,
provided that the interest of the Trust or any Series thereof is appropriately
protected. Any Trustees holding title to Trust Property shall be entitled to the
benefits provided by the provisions for limitation of liability contained in
this Declaration, including, without limitation, the provisions of Section 5.1
hereof.
The right, title and interest of the Trustees in the Trust Property shall
vest automatically in each person who may hereafter become a Trustee upon his
due election and qualification. Upon the resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered.
3.4. Issuance and Repurchase of Securities. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in, Shares, including shares
in fractional denominations, and, subject to the more detailed provisions set
forth in Articles VIII and IX, to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of shares, any funds or property of the
applicable Series of the Trust whether capital or surplus or otherwise, to the
full extent now or hereafter permitted by the laws of the Commonwealth of
Massachusetts governing business corporations.
3.5. Borrow Money. Subject to the Fundamental Policies, the Trustees shall
have power to borrow money or otherwise obtain credit and to secure the same by
mortgaging, pledging or otherwise subjecting as security the assets of the Trust
or any series thereof, including the lending of portfolio securities, and to
<PAGE>
endorse, guarantee, or undertake the performance of any obligation, contract or
engagement of any other person, firm, association or corporation.
3.6. Delegation; Committees. The Trustees shall have power, consistent with
their continuing exclusive authority over the management of the Trust and the
Trust Property, to delegate from time to time to such of their number or to
officers, employees or agents of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Trustees or otherwise as the Trustees may deem expedient, and as may be
permitted by the 1940 Act.
3.7. Collection and Payment. The Trustees shall have power to collect all
property due to the Trust or any Series thereof; to pay all claims, including
taxes, against the Trust Property; to prosecute, defend, compromise or abandon
any claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust
or any Series thereof; and to enter into releases, agreements and other
instruments.
3.8. Expenses. The Trustees shall have power to incur and pay any expenses
which in the opinion of the Trustees are necessary or incidental to carry out
any of the purposes of this Declaration of Trust, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves such compensation for special services, including legal,
underwriting, syndicating and brokerage services, as they in good faith may deem
reasonable and reimbursement for expenses reasonably incurred by themselves on
behalf of the Trust.
3.9. Miscellaneous Powers. The Trustees shall have the power, without
limitation, to: (a) employ or contract with such Persons as the Trustees may
deem desirable for the transaction of the business of the Trust or any Series
thereof; (b) enter into joint ventures, partnerships and any other combinations
or associations; (c) purchase, and pay for out of Trust Property, insurance
policies insuring the Shareholders, Trustees, officers, employees, agents,
investment advisers, distributors, selected dealers or independent contractors
of the Trust or any Series thereof against all claims arising by reason of
holding any such position or by reason of any action taken or omitted by any
such Person in such capacity, whether or not constituting negligence, and
whether or not the Trust would have the power to indemnify such Person against
such liability; (d) establish pension, profit-sharing, share purchase, and other
retirement, incentive and benefit plans for any Trustees, officers, employees
and agents of the Trust; (e) make donations, irrespective of benefit to the
Trust, for charitable, religious, educational, scientific, civic or similar
purposes; (f) to the extent permitted by law, indemnify any Person with whom the
Trust or any Series thereof has dealings, including any advisor, administrator,
manager, distributor and selected dealers with respect to the Trust or any
Series of the Trust, to such extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of others; (h) determine and
change the fiscal year of the Trust and the method in which its accounts shall
be kept; and (i) adopt a seal for the Trust but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust.
3.10. Further Powers. the Trustees shall have power to conduct the business
of the Trust or any Series thereof and carry on its operations in any and all of
its branches and maintain offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the United
States of America and of foreign governments, and to do all such other things
<PAGE>
and execute all such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust or any Series thereof although such
things are not herein specifically mentioned. Any determination as to what is in
the interests of the Trust or any Series thereof made by the Trustees in good
faith shall be conclusive. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to the Trustees. The Trustees
will not be required to obtain any court order to deal with the Trust Property.
ARTICLE IV
Advisory, Management and Distribution Arrangements
4.1. Advisory and Management Arrangements. Subject to a Majority
Shareholder Vote of the Trust, as required by the 1940 Act, the Trustees may in
their discretion from time to time enter into advisory or management contracts
whereby the other parties to such contracts shall undertake to furnish the
Trustees advisory and management services with respect to one or more Series as
the Trustees shall from time to time consider desirable and all upon such terms
and conditions as the Trustees may in their discretion determine.
Notwithstanding any provisions of this Declaration of Trust, the Trustees may
authorize any advisor or manager to the Trustees (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges or portfolio securities of any Series of
the Trust on behalf of the Trustees or may authorize any officer, employee or
Trustee to effect such purchases, sales, loans or exchanges pursuant to
recommendations of any such advisor, administrator or manager, and in each such
case such sales, loans and exchanges shall be deemed to have been authorized by
all of the Trustees.
4.2. Distribution Arrangements. The Trustees may in their discretion from
time to time enter into one or more contracts, providing for the sale of the
Shares of the Trust or any Series of the Trust whereby the Trust may either
agree to sell the Shares to the other party to the contract or appoint such
other party its sales agent for such Shares. In either case, the contract shall
be on such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Article IV or the
By-Laws; and such contract may also provide for the repurchase or sale of Shares
by such other party as principal or as agent of the Trust and may provide that
such other party may enter into selected dealer agreements with registered
securities dealers to further the purpose of the distribution or repurchase of
the Shares.
4.3. Parties to Contract. Any contract of the character described in
Section 4.1 or 4.2 of this Article IV or in Article VII hereof may be entered
into with any corporation, partnership, firm, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer, director,
partner, trustee, shareholder, or member of such other party to the contract,
and no such contract shall be invalidated or rendered voidable by reason of the
existence of any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any loss or
expense to the Trust under or by reason of said contract or accountable for any
profit realized directly or indirectly therefrom, provided that the contract
when entered into was reasonable and fair and not inconsistent with the
provisions of this Article IV or the By- Laws. The same person (including a
firm, partnership, corporation, trust, or association) may be the other party to
contracts entered into pursuant to Sections 4.1 and 4.2 above or Article VII,
and any individual may be financially interested or otherwise affiliated with
persons who are parties to any or all of the contracts mentioned in this Section
4.3.
<PAGE>
4.4. Provisions and Amendments. Any contract entered into pursuant to
Section 4.1 or 4.2 of this Articles IV shall be consistent with and subject to
the requirements of Section 15 of the 1940 Act with respect to its continuance
in effect, its termination, and the method of authorization and approval of such
contract or renewal thereof, and any amendment.
ARTICLE V
Limitations of Liability of Shareholders,
Trustees and Others
5.1. No Personal Liability of Shareholders, Trustees, etc. No Shareholder
shall be subject to any personal liability whatsoever to any Person in
connection with Trust Property or the acts, obligations or affairs of the Trust
or any Series thereof. No Trustee, officer, employee or agent of the Trust shall
be subject to any personal liability whatsoever to any Person, other than the
Trust or its Shareholders to the extent provided in Section 5.2, in connection
with Trust Property or the affairs of the Trust or any Series thereof, save only
that arising from his bad faith, willful misfeasance, gross negligence or
reckless disregard of his duty to such Person; and all such Persons shall look
solely to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust or any Series thereof. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability, he shall
not on account thereof, be held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by reason of a claim
or liability incurred by the Trust, and shall reimburse such Shareholder for all
legal and other expenses reasonably incurred by him in connection with any such
claim or liability. The indemnification and reimbursement required by the
preceding sentence shall be made only out of the assets of the one or more
Series of which the Shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the act or event occurred which gave
use to the claim against or liability of said Shareholder. The rights accruing
to a Shareholder under this Section 5.1 shall not exclude any other right to
which such Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not specifically provided
herein.
5.2. Non-Liability of Trustees, etc. No Trustees, officer, employee or
agent of the Trust shall be liable to the Trust, any Series, its Shareholders,
or to any Shareholder, Trustee, officer, employee, or agent thereof for any
action or failure to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of trust) except for
his own bad faith, willful misfeasance, gross negligence or reckless disregard
of his duties.
5.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained
in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee or
<PAGE>
officer and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
administrative or other (including arbitration), including appeals),
actual or threatened, including claims, actions, suits or
proceedings by or in the right of the Trust to procure a judgment
in its favor; and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities
and reasonable expenses actually incurred in connection therewith.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other
body before which a proceeding was brought that he engaged in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;
(ii) with respect to any mater as to which he shall have been
finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or
(b)(ii) resulting in a payment by a Trustee or officer, unless there
has been a determination that such Trustee or officer did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or
other disposition; or
(B) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (1) vote of a
majority of the Disinterested Trustees (as defined below)
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter) or
(2) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or
hereafter be entitled, shall continue as to a person who has ceased to be
such Trustee or officer and shall inure to the benefit of the heirs,
executors, administrators and assigns of such a person. Nothing contained
herein shall affect any rights to indemnification to which personnel of the
Trust other than Trustees and officers may be entitled by contract or
otherwise under law.
(d) Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in paragraph
(a) of this Section 5.3 may be advanced by the Trust prior to final dis-
position thereof upon receipt of an undertaking by or on behalf of the re-
cipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 5.3 provided that either:
<PAGE>
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall
be insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees act
on the matter) or an independent legal counsel in a written opinion
shall determine, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one
who is not (i) an "Interested Person" of the Trust (including anyone
who has been exempted from being an "Interested Person" by any rule,
regulation or order of the Commission), or (ii) involved in the
claim, action, suit or proceeding.
5.4. No Bond Required of Trustees. No Trustee shall, as such, be obligated
to give any bond or security or other security for the performance of any of his
duties hereunder.
5.5. No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, undertaking,
instrument, certificate, Share, other security of the Trust or any Series, and
every other act or thing whatsoever executed in connection with the Trust or any
Series shall be conclusively taken to have been executed or done by the
executors thereof only in their capacity as Trustees under this Declaration of
Trust or in their capacity as officers, employees or agents of the Trust. Every
written obligation, contract, undertaking, instrument, certificate, Share, other
security of the Trust or any Series made or issued by the Trustees or by any
officers, employees or agents of the Trust, in their capacity as such may
contain an appropriate recital to the effect that the shareholders, Trustees,
officers, employees and agents of the Trust shall not personally be bound by or
liable thereunder, nor shall resort be had to their private property for the
satisfaction of any obligation or claim thereunder, and appropriate references
shall be made therein to the Declaration of Trust, and may contain any further
recital which they may deem appropriate, but the omission of such recital shall
not operate to impose personal liability on any of the Trustees, Shareholders,
officers, employees or agents of the Trust. The Trustees may maintain insurance
for the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.
5.6. Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of his duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel, or upon reports made to the Trust by any of its
officers or employees or by any advisor, administrator, manager, distributor,
selected dealer, accountant, appraiser or other expert or consultant selected
with reasonable care by the Trustees, officers or employees of the Trust,
regardless of whether such counsel or expert may also be a Trustee.
<PAGE>
ARTICLE VI
Shares of Beneficial Interest
6.1. Beneficial Interest. The interest of the beneficiaries hereunder shall
be divided into transferable Shares of beneficial interest. The number of such
Shares of beneficial interest authorized hereunder is unlimited. All Shares
issued hereunder including, without limitation, Shares issued in connection with
a dividend in shares or a split of Shares, shall be fully paid and
nonassessable.
6.2. Series Designation. The Trustees, in their discretion from time to
time, may authorize the division of shares into two or more Series, each Series
relating to a separate portfolio of investments (each such portfolio being
referred to herein as a "Fund"). The different Series shall be established and
designated and the variations in the relative rights and preferences as between
the different Series shall be fixed and determined, by the Trustees; provided,
that all Shares shall be identical except that there may be variations between
different Series as to purchase price, determination of net asset value, the
price, terms and manner of redemption, special and relative rights as to
dividends and on liquidation, conversion rights, and conditions under which the
several Series shall have separate voting rights. All references to Shares in
this Declaration shall be deemed to be Shares of any or all Series as the
context may require.
6.2.1. Initial Series. Initially, the Trust shall be divided into the
following two Series:
(a) INVESCO Treasurer's Money Market Reserve Fund. The INVESCO
Treasurer's Money Market Reserve Fund (the "Money Market Fund") will
primarily invest in money market instruments of domestic and foreign
issuers. Such securities may include, without limitation, obligations of
the U.S. Government or its agencies or instrumentalities, obligations of
financial institutions, corporate debt securities and commercial paper.
Subject to its Fundamental Policies, the Money Market Fund's investment
standards will be established and all investments of the Money Market Fund
will be made at the discretion of the Trustees or any investment adviser to
the Money Market Fund appointed and given such authority by the Trustees
pursuant to the provisions of Article IV hereof.
(b) INVESCO Treasurer's Tax-Exempt Reserve Fund. The INVESCO
Treasurer's Tax-Exempt Reserve Fund (the "Tax-Exempt fund") will primarily
invest in short-term instruments the income of which is exempt from federal
taxation, including, but not limited to: 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. Under normal circumstances, at least 80% of the Tax-Exempt Fund's
assets will be invested in tax-exempt securities. Subject to its
Fundamental Policies, the Tax-Exempt Fund's investment standards will be
established and all investments of the Tax-Exempt Fund will be made at the
discretion of the Trustees or any investment adviser to the Tax-Exempt Fund
appointed and given such authority by the Trustees pursuant to the
provisions of Article IV hereof.
6.2.2. Series Operation. The following provisions shall be applicable to
each Series provided for herein and any additional Series that is added to the
Trust, as determined by the Trustees, from time to time:
<PAGE>
(a) The number of Shares of each Series that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued Shares or
any Shares previously issued and reacquired from any Series into one or
more Series that may be established and designated from time to time. The
Trustees may hold as treasury Shares (of the same or some other Series),
reissue for such consideration and on such terms as they may determine, or
cancel any Shares of any Series reacquired by the Trust at their discretion
from time to time.
(b) The power of the Trustees to invest and reinvest the Trust
Property of each Series that may be established shall be governed by
Section 3.2 of this Declaration.
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series, the Trustees shall
allocate them among any one or more of the Series established and
designated from time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(d) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the Trust
which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as the Trustees in their sole discretion deem fair and
equitable. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders
of all Series for all purposes. The Trustees shall have full discretion, to
the extent not inconsistent with the 1940 Act, to determine which items
shall be treated as income and which items as capital, and each such
determination and allocation shall be conclusive and binding upon the
shareholders. The assets of a particular Series of the Trust shall, under
no circumstances, be charged with liabilities attributable to any other
Series of the Trust. All persons extending credit to, or contracting with
or having any claim against a particular Series of the Trust shall look
only to the assets of that particular Series for payment of such credit,
contract or claim. No Shareholder or former Shareholder of any Series shall
have any claim on or right to any assets allocated or belonging to any
other Series.
(e) Each share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a
Series shall be entitled to receive his pro rata share of distributions of
income and capital gains made with respect to such Series. Upon redemption
of his shares or indemnification for liabilities incurred by reason of his
being or having been a Shareholder of a Series, such shareholder shall be
<PAGE>
paid solely out of the funds and property of such Series of the Trust. Upon
liquidation or termination of a Series of the Trust, Shareholders of such
Series shall be entitled to receive a pro rata share of the net assets of
such Series. A Shareholder of a particular Series of the Trust shall not be
entitled to participate in a derivative or class action on behalf of any
other Series or the Shareholders of any other Series of the Trust.
(f) The power of the Trustees to pay dividends and make distributions
with respect to any one or more Series shall be governed by Article X of
this Trust. Dividends and distributions on Shares of a particular Series
may be paid with such frequency as the Trustees may determine, which may be
daily or otherwise, pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine from
time to time, to the holders of Shares of that Series, from such of the
income and capital gains, accrued or realized, from the assets belonging to
that Series, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that Series. All dividends and
distributions on Shares of a particular Series shall be distributed pro
rata to the holders of that Series in proportion to the number of Shares of
that Series held by such holders at the date and time of record established
for the payment of such dividends or distributions.
(g) Notwithstanding any other provision hereof, on any matter
submitted to a vote of Shareholders of the Trust, Shareholders of each
Series shall vote separately as a class on any matter to the extent
required by, and any matter shall be deemed to have been effectively acted
upon with respect to any Series as provided in, Rule 18f-2, as from time to
time in effect, under the 1940 Act, or any successor rule. The
establishment and designation of any Series of Shares other than those
herein designated shall be effective upon the execution by a majority of
the then Trustees of an instrument setting forth the establishment and
designation of such Series. Such instrument shall also set forth any rights
and preferences of such Series which are in addition to the rights and
preferences of Shares set forth in this Declaration. At any time that there
are no Shares outstanding of any particular Series previously established
and designated, the Trustees may by an instrument executed by a majority of
their number abolish that Series and the establishment and designation
thereof. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.
6.3. Rights of Shareholders. Every shareholder, by virtue of having become
a Shareholder, shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares
with respect to a particular Series, and they shall have no right to call for
any partition or division of any property, profits, rights or interests of the
Trust nor can they be called upon to share or assume any losses of the Trust or
suffer an assessment of any kind by virtue of their ownership of Shares. The
Shares shall be personal property giving only the rights in this Declaration
specifically set forth. The Shares shall not entitle the holder to preference,
preemptive, appraisal, conversion or exchange rights (except for rights of
appraisal specified in Section 12.4).
6.4. Trust Only. It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limit a partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a Trust.
<PAGE>
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
6.5. Issuance of Shares. The Trustees in their discretion may from time to
time, without vote of the Shareholders, issue Shares with respect to any Series
that may have been established pursuant to Section 6.2, 6.2.1, or 6.2.2 in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of compensation,
including cash or property, at such time or times (including, without
limitation, each business day in accordance with the maintenance of a net asset
value per share as set forth in Section 9.1 hereof), and on such terms as the
Trustees may deem just, and may in such manner acquire other assets (including
the acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. The Trustees may from time to time divide
or combine the Shares of any Series into a greater or lesser number without
thereby changing the proportionate beneficial interests in such Series of the
Trust. Reductions in the number of outstanding Shares may be made pursuant to
the net asset value per share formula set forth in Section 9.2. Contributions to
the Trust may be accepted for, and Shares shall be redeemed as, whole shares
and/or fractions of a Share or multiples thereof.
6.6. Register of Shares. A register shall be kept by the Trust or any
transfer agent duly appointed by the Trustees under the direction of the
Trustees which shall contain the names and addresses of the Shareholders and the
number of Shares (with respect to each Series that may have been established )
held by them respectively and a record of all transfers thereof. Separate
registers shall be established and maintained for each Series of the Trust. Each
such register shall be conclusive as to who are the holders of the Shares of the
applicable Series and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein provided, until he has
given his address to a transfer agent or such other officer or agent of the
Trustees as shall keep the register for entry thereon. It is not contemplated
that certificates will be issued for the Shares; however, the Trustees, in their
discretion, may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use.
6.7. Transfer Agent and Registrar. The Trustees shall have power to employ
a transfer agent or transfer agents, and a registrar or registrars, with respect
to the Shares of the various Series. The transfer agent or transfer agents may
keep on the applicable register and record therein the original issues and
transfers, if any, of the said Shares of the applicable Series. Any such
transfer agent and registrars shall perform the duties usually performed by
transfer agents and registrars of certificates of stock in a corporation, except
as modified by the Trustees.
6.8. Transfer of Shares. Shares shall be transferable on the records of the
Trust only by the record holder thereof or by his agent thereto duly authorized
in writing, upon delivery to the Trustees or a transfer agent of the Trust of a
duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
applicable register of the Trust. Until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for all purposes hereof
and neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
<PAGE>
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the applicable register of shares as the holder of
such Shares upon production of the proper evidence thereof to the Trustees or a
transfer agent of the Trust, but until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for all purposes hereof
and neither the Trustees nor any transfer agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.
6.9. Notices. Any and all notices to which any Shareholder hereunder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the applicable register of the Trust. Except as may
be otherwise required by the 1940 Act, annual reports and proxy statements need
not be sent to a Shareholder if (i) an annual report and a proxy statement for
two consecutive annual meetings or (ii) all, and at least two, checks (if sent
by first class mail) in payment of dividends on interest or shares during a
twelve (12) month period have been mailed to such Shareholder's address and have
been returned undelivered. However, delivery of such annual reports and proxy
statements shall resume once the Shareholder's current address is determined.
ARTICLE VII
Custodians
7.1. Appointment and Duties. The Trustees shall at all times employ a
custodian or custodians, meeting the qualifications for custodians for portfolio
securities of investment companies contained in the 1940 Act, as custodian with
respect to each Series of the Trust. It is contemplated that separate custodians
may be employed for the different Series of the Trust. Any custodian, acting
with respect to one or more Series, shall have authority as agent of the Trust
or the Series with respect to which it is acting, but subject to such
restrictions, limitations and other requirements, if any, as may be contained in
the ByLaws of the Trust and the 1940 Act:
(1) to hold the securities owned by the Trust or the Series and
deliver the same upon written order;
(2) to receive and receipt for any moneys due to the Trust or the
Series and deposit the same in its own banking department (if a bank) or
elsewhere as the Trustees may direct;
(3) to disburse such funds upon orders or vouchers;
(4) if authorized by the Trustees, to keep the books and accounts of
the Trust or the Series and furnish clerical and accounting services; and
(5) if authorized to do so by the Trustees, to compute the net income
and net asset value of the Trust or the Series,
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote of the Series
with respect to which the custodian is acting, the custodian shall deliver and
pay over all property of such Series held by it as specified in such vote.
The Trustees may also authorize each custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
<PAGE>
every case such sub-custodian shall meet the qualifications for custodians
contained in the 1940 Act.
7.2. Central Certificate System. Subject to such rules, regulations and
orders as the Commission may adopt, the Trustees may direct or permit the
custodian to deposit all or any part of the securities owned by the Trust or the
Series in a system for the central handling of securities established by a
national securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, as amended, or
such other person as may be permitted by the Commission, or otherwise in
accordance with the 1940 Act, pursuant to which system all securities of any
particular class or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities, provided that all such deposits shall be
subject to withdrawal only upon the order of the Trust.
ARTICLE VIII
Redemption
8.1. Redemptions. All outstanding Shares of any Series of the Trust may be
redeemed at the option of the holders thereof, upon and subject to the terms and
conditions provided in this Article VIII. The Trust shall, upon application of
any Shareholder or pursuant to authorization from any Shareholder of a
particular Series, redeem from such Shareholder outstanding Shares of such
Series, redeem from such Shareholder outstanding Shares of such Series for an
amount per share determined by the application of a formula adopted for such
purpose by the Trustees with respect to such Series (which formula shall be
consistent with the 1940 Act); provided that (a) such amount per Share shall not
exceed the cash equivalent of the proportionate interest of such Share in the
assets of the Series of the Trust at the time of the redemption and (b) if so
authorized by the Trustees, the Trust may, at any time and from time to time,
charge fees for effecting such redemption, at such rates as the Trustees may
establish, as and to the extent permitted under the 1940 Act, and may, at any
time and from time to time, pursuant to such Act, suspend such right of
redemption. The procedures for effecting redemption shall be as set forth in the
Prospectus with respect to the applicable Series from time to time.
8.2. Redemption of Shares; Disclosure of Holding. If the Trustees shall, at
any time and in good faith, be of the opinion that direct or indirect ownership
of Shares or other securities of the Trust has or may become concentrated in any
Person to an extent which would disqualify the Trust as a regulated investment
company under the Internal revenue Code, then the Trustees shall have the power
to redeem from any such Person a number, or principal amount, of Shares or other
securities of the Trust sufficient, in the opinion of the Trustees, to maintain
or bring the direct or indirect ownership of Shares or other securities of the
Trust into conformity with the requirements for such qualification and (ii) to
refuse to transfer or issue Shares or other securities of the Trust to any
Person whose acquisition of the Shares or other securities of the Trust in
question would in the opinion of the Trustees result in such disqualification.
The redemption shall be effected at a redemption price determined in accordance
with Section 8.1.
The holders of Shares of other securities of the Trust shall upon demand
disclose to the Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of applicable securities laws, any other authority,
or any other applicable state or federal laws, rules or regulations.
<PAGE>
8.3. Redemptions of Accounts of Less than $500,000. The Trustees shall have
the power to redeem shares held in any account at a redemption price determined
in accordance with Section 8.1 if at any time the total investment in such
account does not have a value of at least $500,000; provided, however, that the
Trustees may not exercise such power with respect to Shares of any Series if the
Prospectus of such Series does not describe such power. In the event the
Trustees determine to exercise their power to redeem Shares provided in this
Section 8.3, shareholders shall be notified that the value of their account is
less than $500,000 and allowed 60 days to make an additional investment before
redemption is processed.
ARTICLE IX
Determination of Net Asset Value
9.1. Net Asset Value. The net asset value of each Share of each Series
shall be computed on such days, in such manner and at such time or times as
shall be determined by the Trustees from time to time, in accordance with the
1940 Act, with regard to each Series. Each day on which the net asset value of
each Share of each Series is computed is referred to as a "Valuation Date". The
net asset value per Share of each Series shall be determined by dividing the net
asset value of such Series as of such time by the number of Shares then
outstanding in such Series.
9.2. Calculation of Net Asset Value. The net asset value of each Series of
the Trust shall be an amount which reflects calculations made in good faith by
or under the direction of the Trustees in accordance with Section 2(a)(41) of
the 1940 Act and applicable rules and regulations thereunder (including, without
limitation Rule 2a-7 (or any successor rule), promulgated under the 1940 Act).
Subject to the foregoing, and to the extent not provided otherwise by the
Trustees, the net asset value of each Series shall be calculated on each
Valuation Date, in accordance with the following provisions:
(a) A security which is reported on the NYSE Composite Transactions
list shall be valued at the last sales price reported for such security on
that list for such Valuation Date.
(b) A security not reported on the NYSE Composite Transactions list
but which is listed or admitted to trading on a national stock exchange
shall be valued at the last sales price on the exchange on which the
security is principally traded if sales are reported for the Valuation
Date. If such a security is listed on two or more national stock exchanges,
one of which is either the New York Stock Exchange or the American Stock
Exchange, the prices or quotations on the New York or the American Stock
Exchange, whichever is applicable, shall be used. If no sales are reported
for such Valuation Date, the security shall be valued at the mean between
the most recent bid price and asked price available on the applicable
exchange for such security on such Valuation Date.
(c) A security which is not listed on a national stock exchange but
which is traded in the over-the-counter market shall be valued at the mean
between the most recent bid and asked prices on the Valuation Date (or on
the next preceding date for which such prices are available if not
available for the Valuation Date), but a security for which a valuation is
obtained from the NASDAQ national market quotation system for securities
(which may include subsystems for particular types of securities with
unique trading characteristics) shall be valued at the last sales price
indicated by said system on the Valuation Date (or on the next preceding
date for which such prices are available if not available for the Valuation
Date.)
<PAGE>
(d) Every other asset of each Series of the Trust shall be valued in
good faith by or under the direction of the Trustees, determined either by
referenced (i) to values supplied by a generally accepted pricing or
quotation service or by taking into consideration quotations furnished by
one or more reputable sources, such as pricing or quotation services,
securities dealers, brokers or investment bankers, or (ii) to values of
comparable property, appraisals or such other information or circumstances
as the Trustees shall consider relevant, unless otherwise required by law
or this Declaration.
(e) An investment purchased and awaiting payment against delivery
shall be included for valuation purposes as a security held, and an account
payable shall be set up to reflect the purchase price, including brokers'
commissions and other expenses incurred in the purchase thereof but not
disbursed as of the Valuation Date.
(f) An investment sold but not delivered pending receipt of proceeds
shall not be included for valuation purposes as a security sold, and an
account receivable shall be set up to reflect the net sales price.
(g) Brokers' commissions, taxes and other expenses which may be
incurred in connection with the future purchase or sale of portfolio
securities as a result of investments or redemptions of Shares of a Series
occurring as of the Valuation Date shall not be considered in valuing the
assets of such Series as of such Valuation Date.
(h) Uninvested cash shall be valued at its face amount.
(i) The value of any dividends, including stock dividends, or rights
which may have been declared on securities in the portfolio but not
received by a Series as of the Valuation Date shall be included as an asset
of such Series if the security upon which such dividends or rights were
declared is included and is valued ex-dividend or exrights.
(j) Interest accrued on any interest-bearing security in the
portfolio shall be included as an asset of the appropriate Series of the
Trust if such accrued interest is not otherwise included in the valuation
of the underlying security. Other accrued income shall also be included to
the date of calculation.
(k) All reserves, liabilities, expenses, taxes and other charges due
or accrued which in the discretion of the Trustees are reasonably and
properly chargeable to any Series of the Trust up to the date of
calculation shall be deducted. An estimate of the fees chargeable by any
investment adviser, custodian, distributor or others for their services as
accrued to date shall be included as expenses.
(l) Each redemption of Shares of a Series shall be reflected no
later than in the calculation of net asset value as of the first Valuation
Date following the Valuation Date as of which such redemption takes place,
but no such redemption taking place as of the Valuation Date shall be taken
into consideration in the calculation of the net asset value per share for
such Valuation Date.
<PAGE>
ARTICLE X
Dividends and Distributions
10.1. Dividends. The Trustees may from time to time declare and pay
dividends with the amount, source and payment thereof to be within the
discretion of the Trustees.
10.2. Distributions. It shall be the policy of the Trustees to distribute
each year substantially all of the net income (including the excess, if any, of
the net short-term capital gain over net long-term capita loss) of each Series
of the Trust.
10.3. Distributions of Investment Income. Distributions from net investment
income, if any, shall be made ratably among the Shareholders of any Series at
least quarterly. The record date and date of payment shall be designated by the
Trustees. If required by the law, all such distribuitons shall be accompanied by
a written statement which adequately discloses the source or sources of such
distribution.
10.4. Distributions of Capital Gain. Distributions of net long-term or
short-term capital gains realized from the sale of securities of any Series in
the Trust shall be made to Shareholders of such Series, ratably on their Shares,
on an annual basis; provided that the Trust shall not distribute long-term
capital gains more than once every twelve months, except as may be permitted by
the 1940 Act.
10.5. Discretionary Distributions. The Trustees shall have the power, in
their absolute discretion, to distribute for any year as ordinary dividends and
as capital gains distributions, amounts sufficient to enable each series of the
Trust to qualify as a "regulated investment company" under the Internal Revenue
Code and to avoid any liability for each Series for federal income tax in
respect of that year.
ARTICLE XI
Shareholders
11.1. Voting Powers. The Shareholders shall have power to vote (i) for the
removal of Trustees as provided in Section 2.3, (ii) with respect to any
advisory or management contract as provided in Section 4.1, (iii) with respect
to the amendment of this Declaration as provided in Section 12.3, and (iv) with
respect to such additional matters relating to the Trust as may be required or
authorized by the 1940 Act, the laws of the Commonwealth of Massachusetts or
other applicable law or by this Declaration or by the By-Laws of the Trust. Any
matter affecting a particular Series in any manner different from any other
Series, including without limitation matters affecting the advisory or
management arrangements or investment policies or restrictions of a Series shall
not be deemed to have been effectively acted upon unless approved by the
required vote of the Shareholders of such Series. Notwithstanding the foregoing,
to the extent permitted by the 1940 Act, each Series shall not be required to
vote separately on the selection of independent public accountants, the election
of Trustees and any submission with respect to a contract with a principal
underwriter or distributor.
11.2. Meetings of Shareholders. Special meetings of the Shareholders may be
called at any time by a majority of the trustees and shall be called by any
Trustee upon written request of Shareholders of any Series holding in the
aggregate not less than 10% of the outstanding Shares of such Series having
<PAGE>
voting rights, such request specifying the purpose or purposes for which such
meeting is to be called. Any such meeting shall be held within or without the
Commonwealth of Massachusetts on such day and at such time as the Trustees shall
designate. The holders of a majority of outstanding Shares of each Series
present in person or by proxy shall constitute a quorum for the transaction of
any business, except as may otherwise be required by the 1940 Act, or other
applicable law or by this Declaration or the By-Laws of the Trust. If a quorum
is present at a meeting of a particular Series, the affirmative vote of a
majority of the Shares of such Series represented at the meeting constitutes the
action of the Shareholders holding Shares of such Series, unless the 1940 Act,
or other applicable law, this Declaration or the By-Laws of the Trust requires a
greater number of affirmative votes.
11.3. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder at his registered address, mailed at least
10 days and not more than 60 days before the meeting. Only the business stated
in the notice of the meeting shall be considered at such meeting. Any adjourned
meeting may be held as adjourned without further notice. Notice of any meeting
of Shareholders shall not be required to be given to any Shareholder who, in
person or by proxy, either before or after such meeting, shall waive such
notice. Attendance of a Shareholder at a meeting, either in person or by proxy,
shall of itself constitute waiver of notice and waiver of any and all objections
to the place of the meeting, the time of the meeting, and the manner in which it
has been called or convened, except when a Shareholder attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any such objection
or objections to the transaction of business.
11.4. Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding 30 days, as the Trustees may determine, or without closing the
transfer books the Trustees may fix a date not more than 60 days prior to the
date of any meeting of Shareholders or other action as a record date for the
determination of the Persons to be treated as Shareholders of record for such
purposes, except for dividend payments which shall be governed by Article X
hereof.
11.5. Proxies, etc. At any meeting of Shareholders, any holder of Shares
entitled to vote may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken. Proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Shareholders of record shall be entitled to vote. Each full
Share shall be entitled to one vote and fractional Shares shall be entitled to a
vote of such fraction. When any Share is held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Share, but if more than one of them shall be present at such meeting in person
or by proxy, and such joint owners or their proxies so present disagree as to
any vote to be cast, no vote shall be counted in respect of their Share. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person with regard to such Share, he may vote by his
guardian or such other person appointed or having such control, and such vote
may be given in person or by proxy.
<PAGE>
11.6. Reports. As required by the 1940 Act, the Trustees shall cause to be
prepared with respect to each Series at least annually a report of operations
containing a balance sheet and statement of income and undistributed income of
the applicable Series of the Trust prepared in conformity with generally
accepted accounting principles and an opinion of an independent public
accountant on such financial statements. It is contemplated that separate
reports may be prepared for the various Series. Copies of such reports shall be
mailed to all Shareholders of record of the applicable Series within the time
required by the 1940 Act. The Trustees shall, in addition, furnish to the
Shareholders such interim reports as may be required to be furnished to
Shareholders by the 1940 Act.
11.7. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.
11.8. Shareholder Action by Written Consent. Any action which may be taken
by Shareholders may be taken without a meeting if a majority of Shareholders of
each series entitled to vote on the matter (or such larger proportion thereof as
shall be required by any express provision of this Declaration) consent to the
action in writing and the written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
ARTICLE XII
Duration; Termination of Trust;
Amendment; Mergers, Etc.
12.1. Duration. The Trust shall continue without limitation of time but
subject to the provisions of Section 12.2 hereof.
12.2. Termination.
(a) The Trust may be terminated by the affirmative vote of the
holders of not less than two-thirds of the Shares of each Series of the
Trust at any meeting of Shareholders or by an instrument in writing,
without a meeting, signed by a majority of the Trustees and consented to by
the holders of not less than two-thirds of such shares of each Series. Any
Series may be so terminated by vote or written consent of not less than
two-thirds of the Shares of such Series. Upon the termination of the Trust
or any Series,
(i) Neither the Trust nor any terminated Series within the
Trust shall carry on any business except for the purpose of winding
up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of
the Trust or such terminated Series and all of the powers of the
Trustees under this Declaration shall continue until the affairs
of the Trust or such Series shall have been wound up, including
the power to fulfill or discharge the contracts of the Trust or
such Series, collect its assets, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the remaining
Trust Property to one or more persons at public or private sale
for consideration which may consist in whole or in part of cash,
securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment,
<PAGE>
exchange, transfer or other disposition of all or substantially
all the Trust Property shall require approval of the principal
terms of the transaction and the nature and amount of the
consideration by vote or consent of the holders of a majority of
the Shares entitled to vote.
(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection,
the Trustees may distribute the remaining Trust Property of any
terminated Series, in cash or in kind or partly each, among the
Shareholders of such Series according to their respective rights.
(b) After termination of the Trust or any Series and distribution to
the Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust an instrument in writing
setting forth the fact of such termination. Upon termination of the Trust,
the Trustees shall thereupon be discharged from all further liabilities and
duties hereunder, and the rights and interests of all Shareholders shall
thereupon cease. Upon termination of any Series, the Trustees shall
thereunder be discharged from all further liabilities and duties with
respect to such Series, and the rights and interests of all Shareholders of
such Series shall thereupon cease.
12.3 Amendment Procedure.
(a) This Declaration may be amended by the affirmative vote of the
holders of not less than a majority of the Shares at any meeting of
Shareholders or by an instrument in writing, without a meeting, signed by a
majority of the Trustees and consented to be the holders of not less than a
majority of the Shares of the Trust. The Shareholders of each Series shall
have the right to vote separately on amendments to this Declaration to the
extent provided by Section 11.1. The Trustees may also amend this
Declaration without the vote or consent of Shareholders pursuant to
Sections 1.1 and 6.2.2(g) or if they deem it necessary to conform this
Declaration to the requirements of applicable federal or state laws or
regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be
liable for failing to do so. Amendments shall be effective upon the taking
of action as provided in this Section 12.3(a).
(b) No amendment may be made under Section 12.3(a) above which would
change any rights with respect to any Shares of the Trust by reducing the
amount payable thereon upon liquidation of the Trust or by diminishing or
eliminating any voting rights pertaining thereto, except with the vote or
consent of the holders of two-thirds of the Shares of each Series. Nothing
contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to
permit assessments upon Shareholders.
(c) A certification in recordable form signed by a majority of the
Trustees setting forth an amendment and reciting that it was duly adopted
by the Shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a majority of
the Trustees, shall be conclusive evidence of such amendment when lodged
among the records of the Trust.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
<PAGE>
the first public offering of Shares of the Trust shall have become effective,
this Declaration of Trust may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
12.4. Merger, Consolidation and Sale of Assets. The Trust may merge or
consolidate with any other corporation, association, trust or other organization
or may sell, lease or exchange all or substantially all of the Trust Property,
including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders, called for
that purpose, by the affirmative vote of the holders of not less than two-thirds
of the Shares of each Series, or by an instrument or instruments in writing
without a meeting, consented to by the holders of not less than two-thirds of
such Shares of each Series. Any Series may so merge, consolidate or effect a
sale or exchange of assets by the vote or written consent of not less than
two-thirds of the Shares of such Series.
12.5. Incorporation. With the approval of the holders of a majority of the
Shares, the Trustees may cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any other
trust, partnership, association or other organization to take over all of the
Trust Property or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust
Property to any such corporation, trust, association or organization in exchange
for the securities thereof or otherwise, and to lend money to, subscribe for the
securities of, and enter into any contracts with any such corporation, trust,
partnership, association or organization, or any corporation, partnership,
trust, association or organization in which the Trust holds or is about to
acquire securities or any other interest. The Trustees may also cause a merger
or consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law, as provided under the law then in effect. Nothing
contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring a portion of the Trust Property to such organizations or
entities.
ARTICLE XIII
Miscellaneous
13.1. Filing. This Declaration and any amendment hereto shall be filed in
the office of the Secretary of the Commonwealth of Massachusetts and in such
other places as may be required under the laws of Massachusetts and may also be
filed or recorded in such other places as the Trustees deem appropriate. Each
amendment so filed shall be accompanied by a certificate signed and acknowledged
by a Trustee stating that such action was duly taken in a manner provided
herein. A restated Declaration, containing the original Declaration and all
amendments theretofore or therein made, may be executed from time to time by a
majority of the Trustees and shall, upon filing with the Secretary of the
Commonwealth of Massachusetts, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of the original
Declaration and the various amendments thereto.
13.2. Resident Agent. The Trust shall maintain a resident agent in the
Commonwealth of Massachusetts, which agent shall initially be CT Corporation
System, 2 Oliver Street, Boston, Massachusetts 02109. The Trustees may designate
a successor resident agent, provided, however, that such appointment shall not
become effective until written notice thereof is delivered to the office of the
<PAGE>
Secretary of the Commonwealth.
13.3. Governing Law. This Declaration is executed by the Trustees and
delivered in the Commonwealth of Massachusetts and with reference to the laws
thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said State.
13.4. Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
13.5. Reliance by Third Parties. Any certificate executed by an individual
who, according to the records of the Trust, or of any recording office in which
this Declaration may be recorded, appears to be a Trustee hereunder, certifying
to: (a) the number or identity of Trustees or Shareholders, (b) the name of the
Trust or any Series thereof, (c) the establishment of any Series, (d) the due
authorization of the execution of any instrument or writing, (e) the results of
any vote taken at a meeting of Trustees or Shareholders, (f) the fact that the
number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (g) the form
of any By-Laws adopted by or the identity of any officers elected by the
Trustees, or (h) the existence of any fact or facts which in any manner relate
to the affairs of the Trust or any Series, shall be conclusive evidence as to
the matters so certified in favor of any person dealing with the Trustees and
their successors.
13.6. Provisions in Conflict With Law or Regulations.
(a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment
company provisions of the Internal Revenue Code or with other applicable
laws and regulations, the conflicting provision shall be deemed never to
have constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior
to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in
any manner affect such provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.
13.7. Provisions in Conflict with By-laws. In the event that any provisions
of this Declaration are contrary to or inconsistent with any provisions of the
By-laws of the Trust, from time to time, the provisions contained in this
Declaration shall control.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.
/s/ Charles W. Brady
---------------------------------
Charles W. Brady, as Trustee and
not individually
/s/ George Samuel Robinson, Jr.
---------------------------------
George Samuel Robinson, Jr., as
Trustee and not individually
/s/ John B. Rofrano
---------------------------------
John B. Rofrano, as Trustee and
not individually
/s/ Victor L. Andrews
---------------------------------
Victor L. Andrews, as Trustee and
not individually
/s/ Edward S. Croft, Jr.
---------------------------------
Edward S. Croft, Jr., as Trustee
and not individually
/s/ Ernest B. Davis
---------------------------------
Ernest B. Davis, as Trustee and
not individually
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk January 27, 1988
Then personally appeared before me the above-named George Samuel Robinson,
Jr., Trustee of INVESCO Treasurer's Series Trust, and acknowledged the foregoing
instrument to be his free act and deed.
Before me
/s/ Richard W. Cotell
-------------------------------
Notary Public
My Commission Expires:
August 12, 1994
itst\ex1.wp
CUSTODIAN AGREEMENT
THIS AGREEMENT, made as of the 31st day of August, 1989, between INVESCO
Treasurer's Series Trust, an unincorporated business trust under the laws of the
Commonwealth of Massachusetts (the "Trust"), and United Missouri Bank of Kansas
City, n.a., a national association (hereinafter called the "Custodian"), and
United Missouri Trust Company of New York, a wholly owned subsidiary of the
Custodian thereby deemed to be also called the Custodian;
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 has one class of shares (the "Shares") which may be
divided into series (the "Series"), each representing an interest in a separate
portfolio of investments (the "Funds").
WHEREAS, the Trust desires that the securities and cash pertaining to all
of the Series of the Trust shall be hereafter held and administered by the
Custodian pursuant to the terms of this Agreement;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the Trust and Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
The words "officer's certificate" shall mean a request or direction or
certification in writing signed in the name of the Trust by the Chairman,
President, a Vice President, the Secretary or the Treasurer of the Trust, or any
other person(s) duly authorized to sign by the Trustees (or the Executive
Committee, if so constituted) of the Trust. An officer of the Trust will certify
to the Custodian the names and signatures of any person(s) authorized to sign
the officer's certificates, and the names of the members of the Trustees (and
any Executive Committee thereof), together with any changes which may occur from
time to time (as appended to this Agreement as Exhibit A and as a part of the
Resolutions of the Trustees of the Trust).
Section 2. Delivery of Assets
All of the Trust's securities and moneys will be delivered to the
Custodian. The Trust will deliver or cause to be delivered to the Custodian on
the effective date of this Agreement, or as soon thereafter as practicable, and
from time to time thereafter, certain portfolio securities and moneys then owned
by it or from time to time coming into its possession during the time this
Agreement shall continue in effect. The Custodian shall have no responsibility
or liability whatsoever for or on account of securities or moneys not so
delivered. All securities so delivered to the Custodian (other than bearer
securities) shall be registered in the name of the Trustees of the Trust for the
benefit of the appropriate Series of the Trust, or of the nominee of the
Custodian referred to in Section 7, or shall be properly endorsed and in form
for transfer satisfactory to the Custodian.
<PAGE>
Section 3. Receipt and Disbursement of Money
A. The Custodian shall open and maintain a separate account or accounts in
the name of each Series of the Trust, subject only to draft or order by the
Custodian acting pursuant to the terms of this Agreement. The custodian shall
hold in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of each applicable Series of the Trust.
The Custodian shall make payments of cash to, or for the account of, each
applicable Series of the Trust from such cash only (a) for the purchase of
securities for the portfolio of each Series of the Trust upon the delivery of
such securities to the Custodian, registered in the name of the Trustees for the
benefit of the appropriate Series of the Trust or of the nominee of the
Custodian referred to in Section 7 or proper form for transfer (b) for the
redemption of shares of the capital stock of any applicable Series of the Trust,
(c) for the payment of interest, dividends, taxes, management or supervisory
fees or operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services), (d) for payments in connection with
the conversion, exchange or surrender of securities owned or subscribed to by
any applicable Series of the Trust held by or to be delivered to the Custodian,
or (e) for other proper purposes. Before making any such payment the Custodian
shall receive (and may rely upon) an officer's certificate requesting such
payment and stating that it is for a purpose permitted under the terms of items
(b), (c), or (d) or this subsection A, and also, in respect of item (e), upon
receipt of an officer's certificate and certified copy of a resolution of the
Trustees or of the appropriate Committee of the Trustees signed by an officer of
the Trust and certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper purpose of the Trust, and
naming the person or persons to whom such payment is to be made.
B. The Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by the Custodian for
the account of the Trust or any applicable Series of the Trust.
Section 4. Receipt of Securities
Except as otherwise provided in this Section 4, the Custodian shall hold in
a separate account, and physically segregated at all times from those of any
other persons, firms or corporations, pursuant to the provisions hereof, all
securities received by it from or for the account of the Trust or any Series of
the Trust. Securities so held by the Custodian may be registered in the name of
the Custodian's nominee as provided in Section 7. The Custodian may deposit all
or any part of such securities in a system for the central handling of
securities established by a national securities exchange, by a national
securities association or by such other person as may be permitted by the
Securities and Exchange Commission, all the foregoing as permitted under Section
17(f) of the Investment Company act of 1940, as amended (the "1940 Act"), and
the rules and regulations promulgated thereunder. Without limiting the
foregoing, the Custodian may participate directly or indirectly through a
sub-custodian in the Depository Trust Company or Treasury/Federal Reserve book
entry system (as such entity is defined at 17 C.F.R. paragraph 270.17f-4(b). All
such securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities and investments,
except pursuant to the directive of the Trust and only for the account of the
Trust as set forth in Section 5 of this Agreement.
<PAGE>
Section 5. Transfer, Exchange, Redelivery, etc. of Securities
The Custodian shall have the sole power to release or deliver any
securities of the Trust or any applicable Series of the Trust held by it
pursuant to this Agreement. The Custodian agrees to transfer, exchange or
deliver securities held by it hereunder only (a) for sales of such securities
for the account of the Trust or any applicable Series of the Trust upon receipt
by the Custodian of payment therefore, (b) when such securities are called,
redeemed or retired or otherwise become payable, (c) for examination by any
broker selling any such securities in accordance with "street delivery" custom,
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment, or otherwise, (e) upon
conversion of such securities pursuant to their terms into other securities, (f)
upon exercise of subscription, purchase or other similar rights represented by
such securities, (g) for the purpose of exchanging interim receipts or temporary
securities for definitive securities, (h) for the purpose of redeeming in kind
shares of the Trust or any applicable Series of the Trust upon delivery thereof
to the Custodian, or (i) for other proper purposes. As to any deliveries made by
the Custodian pursuant to items (a), (b), (d), (e), (f) and (g), securities or
cash receivable in exchange therefore shall be deliverable to the Custodian.
Before making any such transfer exchange or delivery, pursuant to items (d),
(e), (f), or (h) of this Section 5, the Custodian shall receive an officer's
certificate authorizing such transfer, exchange or delivery and stating that it
is for a purpose permitted under the terms of items (d), (e), (f), or (h) of
this Section 5; and before making any such transfer, exchange or delivery
pursuant to item (i) of this Section 5, the Custodian shall receive an officer's
certificate and a certified copy of a resolution of the Trustees or the
appropriate Committee of the Trustees signed by an officer of the Trust and
certified by its Secretary or Assistant Secretary, if any, specifying the
securities to be delivered, setting forth the purposes for which such delivery
is to be made, declaring such purposes to be proper corporate purposes, and
naming the person or persons to whom delivery of such securities shall be made
in respect of item (i).
Section 6. Custodian's Acts Without Instructions
Unless and until the Custodian receives an officer's certificate to the
contrary, the Custodian shall: (a) present for payment all coupons and other
income items held by it for the account of the Trust which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of the Trust; (b) collect interest and cash dividends received, with notice to
the Trust, to the account of the appropriate Series of the Trust; (c) hold for
the account of the appropriate Series of the Trust all stock dividends, rights
and similar securities issued with respect to any securities held by it
hereunder; (d) execute as agent on behalf of the Trust or any applicable Series
of the Trust all necessary ownership certificates required by the Internal
Revenue Code or the Income Tax Regulations of the United States Treasury
Department or under the laws of any State now or hereinafter in effect,
inserting the Trustee's name for the benefit of the appropriate Series on such
certificate as the owner of the securities covered thereby, to the extent it may
lawfully do so.
Section 7. Registration or Deposit of Securities
Except as otherwise directed by an officer's certificate or as otherwise
provided in Section 4, the Custodian shall register all securities, except such
as are in bearer form, in the name of a registered "nominee" of the Custodian as
defined in the Internal Revenue Code and any Regulations of the Treasury
Department issued thereunder or in any provision of any subsequent Federal tax
law exempting such transaction from liability for stock transfer taxes, and
<PAGE>
shall execute and deliver all such certificates in connection therewith as may
be required by such laws or Regulations or under the laws of any State. The
Custodian shall use its best efforts to the end that the specific securities
held by it hereunder shall be at all times identifiable in its records.
The Trust shall from time to time furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, to registered in the name of its registered nominee, or to deposit in
a central depository, any securities which it may hold for the account of the
appropriate Series of the Trust and which may from time to time be registered in
the name of the Trust.
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of
the securities held hereunder by or for the account of the appropriate Series of
the Trust, except in accordance with the instructions contained in an officer's
certificate. The Custodian shall deliver, or cause to be executed and delivered
to the Trust all notices, proxies and proxy soliciting materials with relation
to such securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Trustees, for the
benefit of the appropriate Series), but without indicating the manner in which
such proxies are to be voted.
Section 9. Transfer Tax and Other Disbursements
The Trust shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder, and for all
other necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement.
The Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provision of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State, to exempt
from taxation any exemptible transfer and/or deliveries of any such securities.
Section 10. Concerning The Custodian
The Custodian shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties.
The Custodian shall not be liable for any action taken in good faith upon
any certificate herein described or a certified copy of any resolution of the
Trustees of the Trust, and may rely on the genuineness of any such document
which it may in good faith believe to have been validly executed.
The Trust agrees to indemnify and hold harmless the Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or its nominee in
connection with the performance of this Agreement, except such as may arise from
the Custodian's or its nominee's own negligent action, negligent failure to act
or willful misconduct. The Custodian is authorized to charge any account of the
Trust for such items. The Custodian, however, expressly agrees that,
notwithstanding anything to the contrary herein, or in law, that it will look
solely to the assets of the Trust for any obligations of the Trust hereunder and
nothing herein shall be construed to create any personal liability of any
Trustee or any shareholder of the Trust. The Custodian expressly acknowledges
that the Declaration of Trust establishing the INVESCO Treasurer's Series Trust,
<PAGE>
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 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" only
shall be liable.
Section 11. Reports by the Custodian
The Custodian shall furnish the Trust daily with a statement summarizing
all transactions and entries for the account of each applicable Series of the
Trust. The Custodian shall furnish the Trust, at the close of each quarter of
the Trust's fiscal year, with a list showing cost and market value of the
securities held by it for the Trust hereunder, adjusted for all commitments
confirmed by the Trust as of such close, certified by a duly authorized officer
of the Custodian. The books and records of the Custodian pertaining to its
actions under this Agreement shall be open to inspection and audit at reasonable
times by officers of and auditors employed by the Trust.
Section 12. Sub-Custodians
Notwithstanding any other provisions of this Agreement, all or any of the
moneys or securities of the Trust may be held in the Custodian's own custody or
in the custody of one or more banks or trust companies acting as sub-custodians
approved by the Trust. Any such sub-custodian must have the qualifications
required for custodians under the 1940 Act. The Custodian shall not be liable or
responsible for the safekeeping of any moneys or securities held by any such
sub-custodian for the Trust. The sub-custodian may participate directly or
indirectly in the Depository Trust Company or Treasury/Federal Reserve book
entry system (as such entity is defined at 18 C.F.R. paragraph 270.17f- 4(b)).
The Custodian shall not be entitled to reimbursement by the Trust for any fees
or expenses of any sub-custodian.
Section 13. Termination or Assignment
This Agreement may be terminated by the Trust or the Custodian by 60 day's
prior written notice to the other, sent by registered mail, provided that any
termination by the Trust shall be authorized by a resolution of its Trustees, a
properly certified copy of which shall accompany such notice of termination, and
provided further, that such resolution shall specify the names of the persons to
whom the Custodian shall deliver the securities and cash held by the Custodian
for the account of the Trust. If notice of termination is given by the
Custodian, the Trust shall, within 60 days following the giving of such notice,
deliver to the Custodian a properly certified copy of resolution of its Trustees
specifying the name of the person whom the Custodian shall deliver the
securities and cash held by the Custodian for the account of the Trust. In
either case, the Custodian will deliver such securities and cash to the person
so specified. If within 60 days following the giving of a notice of termination
by the Custodian, the Custodian does not receive from the Trust a properly
certified copy of resolutions of the Trustees of the Trust specifying the names
of the persons to whom the Custodian shall deliver the securities and cash held
by it, the Custodian, at its election, may deliver the securities and cash to a
bank, trust company or national bank doing business in any State of the United
States of America, such securities and cash to be held and disposed of pursuant
to the provisions of this Agreement, or may continue to hold such securities and
cash until a properly certified copy of resolutions as aforesaid is delivered to
the Custodian.
<PAGE>
Subject to the provisions of this Section, this Agreement may not be
assigned by the Custodian without the prior written consent of the trust,
authorized or approved by a resolution of its Trustees.
Section 14. Notice
Any notice or other communication from the Trust to the Custodian shall be
delivered to the Custodian, Attention: Securities Administration Division, at
its office at 1010 Grand Avenue, Kansas City, Missouri 64106 or mailed postage
prepaid to the Custodian at P.O. Box 419226, Kansas City, Missouri 64141; and
any notice from the Custodian to the Trust shall be mailed postage prepaid,
addressed to the attention of the Trust at P.O. Box 2040, Denver, CO 80201, or
to such other address as may hereinafter in specified by the Trust.
Section 15. Liability of Shareholders and Trustees
THE CUSTODIAN EXPRESSLY AGREES THAT, NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, OR IN LAW, THAT IT WILL LOOK SOLELY TO THE ASSETS OF THE TRUST
FOR ANY OBLIGATIONS OF THE TRUST HEREUNDER AND NOTHING HEREIN SHALL BE CONSTRUED
TO CREATE ANY PERSONAL LIABILITY OF ANY TRUSTEE OR ANY SHAREHOLDER OF THE TRUST.
THE CUSTODIAN EXPRESSLY ACKNOWLEDGES THAT THE DECLARATION OF TRUST ESTABLISHING
THE INVESCO TREASURER'S SERIES TRUST, DATED JANUARY 27, 1988, A COPY OF WHICH,
TOGETHER WILL ALL AMENDMENTS THERETO (THE "DECLARATION"), IS ON FILE IN THE
OFFICE OF THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE
NAME THE 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 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" ONLY SHALL BE LIABLE.
Section 16. Miscellaneous
A. This Agreement shall be governed by the internal laws of the State of
Colorado.
B. All the terms and provisions of this Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the respective successors and
assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified, in any manner
except by a written agreement executed by both parties hereto, and authorized or
approved by the Trustees of the Trust.
D. The captions in this Agreement are included for convenience of reference
only, and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
E. This Agreement shall become effective on the date hereof.
F. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective seals to be affixed and attached by their duly
authorized officers, as of the day and year first above written.
ATTEST: UNITED MISSOURI BANK OF
KANSAS CITY, N.A.
_____________________________ By: /s/ David F. Larrabee
----------------------
David F. Larrabee,
Vice President
ATTEST: UNITED MISSOURI TRUST
COMPANY OF NEW YORK
_____________________________ By: /s/ Frank Ware
----------------------
Frank Ware, President
ATTEST: INVESCO TREASURER'S SERIES
TRUST
/s/ Penelope P. Horwitz By: /s/ G. Samuel Robinson
- ----------------------------- ----------------------
Penelope P. Horwitz, G. Samuel Robinson,
Secretary President
<PAGE>
EXHIBIT A
CUSTODY AGREEMENT
INVESCO TREASURER'S SERIES TRUST
Trustees
Charles W. Brady, Chairman
Victor L. Andrews
Edward S. Croft, Jr.
Ernest B. Davis
Officers
G. Samuel Robinson, President
Penelope P. Horwitz, Treasurer & Secretary
Authorized Signatories
The following persons in addition to the Officers so named above are
hereby authorized to sign on behalf of the INVESCO Treasurer's Series
Trust.
John M. Butler Glen A. Payne
Ronald L. Grooms Alan I. Watson
Dan J. Hesser Judy P. Wiese
Pursuant to Section 1 of the Custody Agreement to which this Exhibit A is
hereto appended, I certify that the above is true and correct.
Dated this 31st day of August, 1989.
/s/ Penelope P. Horwitz
------------------------------
Penelope P. Horwitz, Secretary
ITST\EX8.WP
POWELL, GOLDSTEIN, FRAZER & MURPHY
ATTORNEYS AT LAW
SUITE 800 SUITE 1050 ELEVENTH FLOOR
900 CIRCLE 75 PARKWAY 400 PERIMETER CENTER TERRACE THE CITIZENS & SOUTHERN
ATLANTA, GEORGIA 30339 ATLANTA, GEORGIA 30346 NATIONAL BANK BUILDING
404 951-5800 35 BROAD STREET, N.W.
--- ATLANTA, GEORGIA 30335
404-572-6600
SIXTH FLOOR TELEPHONE 404 399-2800
1001 PENNSYLVANIA AVENUE, N.W. TELECOPIER 404 399-2879
WASHINGTON, D.C. 20004 TELEX 4611818
202 347-0066 PGFM TER
January 28, 1988
INVESCO Treasurer's Series Trust
1315 Peachtree Street, NE
Suite 500
Atlanta, Georgia 30309
Re: Registration Statement on Form N-1A
Gentlemen:
We have served as counsel for INVESCO Treasurer's Series Trust, a business
trust organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), in connection with the registration of the Trust as an investment
company under the Investment Company Act of 1940, as amended, and the
registration of the offering and sale of an indefinite number of shares (the
"Shares") of the Trust under the Securities Act of 1933, as amended, pursuant to
the Trust's Registration Statement on Form N-1A (the "Registration Statement").
We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, Trust records, and
other instruments relating to the organization of the Trust and to the
authorization and issuance of the Shares as we have deemed necessary and
advisable.
Based upon the foregoing and having regard for such legal considerations as
we have deemed relevant, it is our opinion that upon issuance and sale of the
Shares, against payment therefor, as contemplated in the Registration Statement,
the Shares will be legally and validly issued, fully paid and nonassessable.
We do hereby consent to the reference to our Firm under the heading "Legal
Opinions" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 10 thereto, as referred to in Item 24(b) of
Part C of the Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer, Murphy
POWELL, GOLDSTEIN, FRAZER & MURPHY
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. 19 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
April 24, 1998
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