As filed on March 1, 1999 File No. 033-19862
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. 20 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 24 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
Denver, Colorado 80237
(Name and Address of Agent for Service)
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Copies to:
Clifford J. Alexander, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
2nd Floor
Washington, D.C. 20036-1800
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Approximate Date of Proposed Public Offering: As soon as practicable after
this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
- ----
- ---- on _________________, pursuant to paragraph (b)
- ---- 60 days after filing pursuant to paragraph (a)(1)
X on May 1, 1999, 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 box:
- ---- this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Page 1 of 68
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Exhibit index is located at page 60
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INVESCO TREASURER'S SERIES TRUST
__________________________________
CROSS-REFERENCE SHEET
Form N-1A
Item Caption
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Part A Prospectus
1......................... Cover Page; Back Cover Page
2......................... Investment Goals and Strategies; Fund Performance
3......................... Fees and Expenses; Investment Risks
4......................... Investment Goals and Strategies; Investment Risks
5......................... Not Applicable
6......................... Fund Management
7......................... Share Price; How To Buy Shares; Your Account
Services; How To Sell Shares; Taxes
8......................... Distribution Expenses
9......................... Financial Highlights
Part B Statement of Additional Information
10........................ Cover Page; Table of Contents
11........................ The Company
12........................ Investment Policies and Risks; Investment
Restrictions and Strategies
13........................ Management of the Funds
14........................ Control Persons and Principal Shareholders
15........................ Management of the Funds
16........................ Brokerage Allocation and Other Practices
17........................ Capital Stock
18........................ Contained in Prospectus
19........................ Tax Consequences of Owning Shares of the Funds
20........................ Not Applicable
21........................ Performance
22........................ Financial Statements
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.
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PROSPECTUS MAY 1, 1999
INVESCO TREASURER'S SERIES TRUST
TREASURER'S MONEY MARKET RESERVE FUND
TREASURER'S TAX-EXEMPT RESERVE FUND
NO-LOAD MUTUAL FUNDS DESIGNED FOR INVESTORS SEEKING A HIGH LEVEL OF CURRENT
INCOME, CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF
LIQUIDITY.
An investment in either of the Funds is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
the Funds seek to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in either Fund.
The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, it has not determined if this Prospectus is
truthful or complete. Anyone who tells you otherwise is committing a federal
crime.
This Prospectus will tell you more about:
[KEY ICON] Investment Objectives & Strategies
[ARROW ICON] Potential Investment Risks
[GRAPH ICON] Past Performance & Potential Advantages
[INVESCO ICON] Working With INVESCO
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INVESTMENT GOALS AND STRATEGIES [KEY ICON]
For more details about each Fund's current investments and market outlook,
please see the most recent annual or semiannual report.
INVESCO Capital Management, Inc. ("ICM") is the investment adviser for the
Funds. Together with our affiliated companies, we at ICM control all aspects of
the management and sale of the Funds.
The Funds are money market funds. They invest in "money market" securities,
which are high quality debt securities with a life span or remaining maturity of
397 days or less. The average dollar-weighted maturity of the Funds' portfolios
is 90 days or less.
The Funds are not intended for investors seeking capital appreciation or
gain. While not intended as a complete investment program, either of these Funds
may be a valuable element of your investment portfolio.
TREASURER'S MONEY MARKET RESERVE FUND [KEY ICON]
The Treasurer's Money Market Reserve Fund invests primarily in short-term
securities issued by large creditworthy corporations, bank and finance
companies, and securities issued by the U.S. government. These securities
include corporate debt securities, bank obligations, commercial paper, U.S.
government debt, and repurchase agreements.
TREASURER'S TAX-EXEMPT RESERVE FUND [KEY ICON]
The Treasurer's Tax-Exempt Reserve Fund invests at least 80% of its assets
in short-term municipal securities issued by state, county, and city
governments. The interest on these securities is generally exempt from federal
income tax, although the interest may be included in your income if you are
subject to the federal alternative minimum tax. The interest on these securities
may be subject to state and or local income taxes. These securities include
municipal notes, short-term municipal bonds, and variable rate debt obligations.
The rest of the Fund's investment portfolio may be invested in short-term
taxable instruments. These may include corporate debt securities, bank
obligations, commercial paper, U.S. government debt, and repurchase agreements.
We attempt to manage the Fund so that subtantially all of the income produced is
exempt from federal income tax when paid to you, although we cannot guarantee
this result.
INVESTMENT POLICIES APPLICABLE TO BOTH FUNDS
The Funds operate under policies designed to ensure compliance with
specific federal regulations applied to money market funds. These policies
include requirements for:
o maintaining high credit quality of the Funds' investments;
o maintaining a short average portfolio maturity;
o ensuring adequate diversification of both the issuers of the Funds'
investments and the guarantors of those investments, if any; and
<PAGE>
o monitoring accurate pricing of the Funds' investments so unfairness does
not result from the use of the amortized cost method to value those
investments.
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FUND PERFORMANCE
The bar charts below show each Fund's actual yearly performance (commonly
known as its "total return") over the past decade. The table below shows actual
annual returns for various periods ended December 31, 1998, and the Funds' seven
day yield for the seven day period ended December 31, 1998 compared to the
_________________. The bar charts provide some indication of the risks of
investing in the Funds by showing changes in the year to year performance of
each Fund. Remember, past performance does not indicate how a Fund will perform
in the future.
[BAR CHARTS AND TABLE TO BE INCLUDED IN A 485(B) FILING IN APRIL 1999]
<PAGE>
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FEES AND EXPENSES
SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT
You pay no fees to purchase Fund shares, to exchange to another INVESCO
fund, or to sell your shares. Accordingly, no fees are paid directly from your
shareholder account. The only Fund costs you pay are annual Fund operating
expenses that are deducted from Fund assets.
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
INVESCO Treasurer's Money Market Reserve Fund
Management Fees 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses None
Total Annual Fund Operating Expenses (1) 0.25%
INVESCO Treasurer's Tax-Exempt Reserve Fund
Management Fees 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses None
Total Annual Fund Operating Expenses(1) 0.25%
(1) 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.
EXAMPLE
This Example is intended to help you compare the cost of investing in the
Funds to the cost of investing in other mutual funds.
The Example assumes that you invested $10,000 in a Fund for the time
periods indicated and then redeemed all of your shares at the end of each
period. The Example also assumes that your investment had a hypothetical 5%
return each year, and assumes that a Fund's expenses remained the same. Although
a Fund's actual costs and performance may be higher or lower, based on these
assumptions your costs would have been:
1 year 3 years 5 years 10 years
Treasurer's Money Market Reserve Fund $26 $81 $141 $318
Treasurer's Tax-Exempt Reserve Fund $26 $81 $141 $318
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INVESTMENT RISKS [ARROW ICON]
Before investing in a Fund, you should determine the level of risk with
which you are comfortable. Take into account factors like your age, career,
income level, and time horizon.
You should determine the level of risk with which you are comfortable
before you invest. The principal risks of investing in any mutual fund,
including these Funds, are:
NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs or
savings accounts.
NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.
POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its
performance. Investment professionals generally consider money market funds
conservative and safe investments, compared to many other investment
alternatives. However, as with all types of securities investing, investments in
money market funds are not guaranteed, and do present some risk of loss. The
Funds will not reimburse you for any losses.
NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does not
constitute a complete investment plan. The Funds are designed to be only a part
of your personal investment plan.
YEAR 2000. Many computer systems in use today may not be able to recognize
any date after December 31, 1999. If these systems are not fixed by that date,
it is possible that they could generate erroneous information or fail
altogether. INVESCO has committed substantial resources in an effort to make
sure that its own major computer systems will continue to function on and after
January 1, 2000. Of course, INVESCO cannot fix systems that are beyond its
control. If INVESCO's own systems, or the systems of third parties upon which it
relies, do not perform properly after December 31, 1999, the Funds could be
adversely affected.
In addition, the markets for, or value of, securities in which the Funds
invest may possibly be hurt by computer failures affecting portfolio investments
or trading of securities beginning January 1, 2000. For example, improperly
functioning systems could result in securities trade settlement problems and
liquidity issues, production issues for individual companies and overall
economic uncertainties. Individual issuers may incur increased costs in making
their own systems Year 2000 compliant. The combination of market uncertainty and
increased costs means that there is a possibility that Year 2000 computer issues
may adversely affect the Funds' investments. At this time, it is generally
believed that foreign issuers, particularly those in emerging and other markets,
may be more vulnerable to Year 2000 problems than will be issuers in the U.S.
<PAGE>
RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS
The major risks of an investment in the Funds are those that affect the
overall yield of a Fund because the Funds are managed to maintain a stable share
price. The primary factor influencing the overall yield of the Funds is
short-term interest rates.
INTEREST RATE RISK. Interest rate risk is the risk that changes in interest
rates will change the value of debt securites. When interest rates go up, the
market values of previously issued debt securities generally decline. Also, a
Fund's new investments are likely to be in debt securities paying lower rates
than the rest of a Fund's portfolio when interest rates go down. This reduces
the Fund's yield. A weak economy or strong stock market may cause interest rates
to decline.
CREDIT RISK. The Funds invest in debt instruments, such as notes and bonds.
There is a possibility that the issuers of these instruments will be unable to
meet interest payments or repay principal. Changes in the financial strength of
an issuer may reduce the credit rating of its debt instruments and may affect
their value.
DURATION RISK. Duration is a measure of a debt security's sensitivity to
interest rate changes. Duration of money market securities is usually expressed
in terms of days or months, with longer durations usually more sensitive to
interest rate fluctuations.
OPPORTUNITY RISK. With long term investment plans, there may be a risk that
you are not taking enough risk, and missing the opportunity on other less
conservative but potentially more rewarding investments. The Funds have an
investment goal of current income, not capital appreciation. Therefore the
Funds, by themselves, will not be a suitable investment for people seeking
long-term growth for objectives such as retirement or the funding of a child's
college education.
COUNTERPARTY RISK. This is a risk associated primarily with repurchase
agreements. It is the risk that the other party in such a transaction will not
fulfill its contractual obligation to complete a transaction with a Fund.
<PAGE>
FUND MANAGEMENT
THE INVESTMENT ADVISER
INVESCO is a subsidiary of AMVESCAP PLC, an international investment
management company that manages more than $275 billion in assets worldwide.
AMVESCAP is based in London, with money managers located in Europe, North and
South America, and the Far East.
ICM is the investment adviser of the Funds. INVESCO Distributors, Inc.
("IDI") is the Funds' distributor and is responsible for the sale of the Funds'
shares. ICM and IDI are subsidiaries of AMVESCAP PLC.
The following table shows the fees the Funds paid to ICM for its advisory
services in the year ended December 31, 1998:
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ADVISORY FEE AS A PERCENTAGE OF
THE FUND AVERAGE ANNUAL ASSETS UNDER MANAGEMENT
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Treasurer's Money Market Reserve Fund 0.25%
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Treasurer's Tax-Exempt Reserve Fund 0.25%
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PORTFOLIO MANAGER
The Funds are managed by George S. Robinson.
GEORGE S. ROBINSON has been portfolio manager of the Funds since 1988 and
was formerly (1986 to 1987) Vice President of Citicorp Investment Bank. He began
his investment career in 1965.
POTENTIAL REWARDS
NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD
YOU ATTEMPT TO USE THE FUNDS FOR LONG-TERM CAPTIAL GROWTH PURPOSES.
The Funds offer shareholders a potential for monthly payment of income,
while maintaining a stable share value, at a level of risk lower than many other
types of investments. Yields on short-term securities tend to be lower than the
yields on longer term fixed-income funds. The Funds seek to provide higher
returns than other money market funds and the money market in general, but
cannot guarantee that performance.
SUITABILITY FOR INVESTORS
Only you can determine if an investment in a Fund is right for you based
upon your own economic situation, the risk level with which you are comfortable
and other factors. In general, the Funds are most suitable for investors who:
o want to earn income at current money market rates
o want to preserve the value of their investment
o do not want to be exposed to a high level of risk.
You probably do not want to invest in the Funds if you are:
o primarily seeking long-term growth (although the Funds may serve as the
cash equivalent portion of a balanced investment program).
<PAGE>
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SHARE PRICE [GRAPH ICON]
THE COMBINATION OF THE AMORTIZED COST METHOD OF VALUATION AND THE DAILY
DECLARATION OF DIVIDENDS MEANS THAT EACH FUND'S NET ASSET VALUE IS EXPECTED TO
BE $1.00 PER SHARE, DESPITE CHANGES IN THE MARKET VALUE OF A FUND'S SECURITIES.
The value of your Fund shares is not likely to change from $1.00, although
this cannot be guaranteed. This value is known as the Net Asset Value per share,
or NAV. INVESCO Funds Group, Inc. ("INVESCO") determines the value of each
investment in each Fund's portfolio each day that the New York Stock Exchange
("NYSE") is open, at the close of trading on that exchange (normally, 4:00 p.m.
New York time). Therefore, shares of the Funds are not priced on days when the
NYSE is closed, which, generally, is on weekends and national holidays in the
United States.
The Funds use the amortized cost method for establishing the value of their
investments. The amortized cost method values securities at their cost at the
time of purchase, and then amortizes the discount or premium to maturity. The
Funds declare dividends daily, based upon the interest earned by the Funds'
investments that day. The combination of the amortized cost method of valuation
and the daily declaration of dividends means that each Fund's net asset value is
expected to be $1.00 per share, despite changes in the market value of a Fund's
securities. However, we cannot guarantee that each Fund's net asset value will
be maintained at a constant value of $1.00 per share.
All purchases, sales and exchanges of Fund shares are made by INVESCO at
the NAV next calculated after INVESCO receives proper instructions from you to
purchase, redeem or exchange shares of a Fund. Your instructions must be
received by INVESCO no later than the close of the NYSE to effect transactions
that day. If INVESCO hears from you after that time, your instructions will be
processed on the next day that the NYSE is open.
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HOW TO BUY SHARES [INVESCO ICON]
To buy shares at that day's closing price, you must contact us before the
close of the NYSE, normally, 4:00 p.m. Eastern Time.
The following chart shows several convenient ways to invest in the Funds.
There is no charge to invest, exchange or redeem shares when you make
transactions directly through INVESCO. However, if you invest in a Fund through
a securities broker, you may be charged a commission or transaction fee for
either purchases or sales of Fund shares. For all new accounts, please send a
completed application form, and specify the fund or funds you wish to purchase.
INVESCO reserves the right to increase, reduce or waive each Fund's minimum
investment requirements in its sole discretion, if it determines this action is
in the best interests of that Fund's shareholders. INVESCO also reserves the
right in its sole discretion to reject any order to buy Fund shares, including
purchases by exchange.
MINIMUM INITIAL INVESTMENT. $100,000, which may be waived in certain cases.
<PAGE>
MINIMUM SUBSEQUENT INVESTMENT. $5,000
Fund exchanges can be a convenient way for you to diversify your
investments, or to reallocate your investments when your objectives change.
EXCHANGE POLICY. You may exchange your shares in any of the Funds for those
in another INVESCO mutual fund on the basis of their respective NAVs at the time
of the exchange. Before making any exchange, be sure to review the prospectuses
of the funds involved and consider the differences between the funds. Also, be
certain that you qualify to purchase certain classes of shares in the new fund.
An exchange is the sale of shares from one fund immediately followed by the
purchase of shares in another. Therefore, any gain or loss realized on the
exchange is recognizable for federal income tax purposes (unless, of course, you
or your account qualifies as tax-deferred under the Internal Revenue Code). If
the shares of the fund you are selling have gone up in value since you bought
them, the sale portion of an exchange may result in taxable income to you.
We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in exactly
the same name(s) and Social Security or federal tax I.D. number(s).
o You may make up to four exchanges out of each Fund per year.
o Each Fund reserves the right to reject any exchange request, or to modify
or terminate the exchange policy, in the best interests of the Fund and
its shareholders. Notice of all such modifications or termination that
affect all shareholders of the Fund will be given at least 60 days prior
to the effective date of the change, except in unusual instances,
including a suspension of the exchanged security under Section 22(e) of
the Investment Company Act of 1940.
In addition, the ability to exchange may be temporarily suspended at any
time that sales of the fund into which you wish to exchange are temporarily
stopped.
<PAGE>
Method Investment Minimum Please Remember
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BY CHECK, ACH OR WIRE $100,000; $5,000 minimum Please remember that if
Mail to: for each subsequent you pay by check, ACH or
INVESCO Funds Group,Inc. investment. wire and your funds do
P.O. Box 173706, Denver, not clear, you will be
CO 80217-3706 responsible for any
Or you may send us a related loss to any Fund
check by overnight or INVESCO. If you are
courier to: 7800 E. already an INVESCO funds
Union Ave., Denver, shareholder, the Fund may
CO 80237. Or you may seek reimbursement for
send your payment by any loss from your
bank wire (call INVESCO existing account(s).
for instructions).
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BY EXCHANGE $100,000 to open a new See "Exchange Policy."
Between two INVESCO account; $5,000 for
funds. Call written requests to
1-800-525-8085 for purchase additional
prospectuses of other shares for an existing
INVESCO funds. Exchanges account.
may be made in writing
or by phone or at our
Web site at
www.invesco.com. You may
also establish an
automatic monthly
exchange service between
two INVESCO funds; call
us for further details
and the correct form.
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YOUR ACCOUNT SERVICES [INVESCO ICON]
INVESCO provides you with services designed to make it simple for you to
buy, sell or exchange your shares of any INVESCO mutual fund.
SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which contains
your current Fund holdings. The Funds no longer issue share certificates. You
have greater flexibility to conduct transactions without certificates. If you
hold share certificates, you will have to return them to INVESCO in order to
sell or exchange your shares, which will delay your sale.
QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a
written statement which consolidates and summarizes account activity and value
at the beginning and end of the period for each of your INVESCO funds.
TRANSACTION CONFIRMATIONS. You receive detailed confirmations of individual
purchases, exchanges and sales. If you choose certain recurring transaction
plans your transactions are confirmed on your quarterly Investment Summaries.
<PAGE>
You can conduct most transactions and check on your account through our
toll- free telephone number. You may also access personal account information at
our Web site, www.invesco.com.
TELEPHONE TRANSACTIONS. You may exchange and sell Fund shares by telephone,
unless you specifically decline these privileges when you fill out the INVESCO
new account Application.
Unless you decline the telephone transaction privileges, when you fill out
and sign the new account Application, a Telephone Transaction Authorization
Form, or otherwise use your telephone transaction privileges, you lose certain
rights if someone gives fraudulent or unauthorized instructions to INVESCO that
result in a loss to you. In general, if INVESCO has followed reasonable
procedures, such as recording telephone instructions and sending written
transaction confirmations, INVESCO is not liable for following telephone
instructions that it believes to be genuine. Therefore, you have the risk of
loss due to unauthorized or fraudulent instructions.
IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may be
purchased for Individual Retirement Accounts ("IRAs") and many other types of
tax-deferred retirement plans. Please call INVESCO for information and forms to
establish or transfer your existing plan or account.
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HOW TO SELL SHARES [INVESCO ICON]
To sell shares at that day's closing price, you must contact us before 4:00
p.m. Eastern Time.
The following chart shows several convenient ways to sell your Fund shares.
Shares of the Funds may be sold at any time at the next NAV calculated after
your request to sell in proper form is received by INVESCO. If you own shares in
more than one INVESCO fund, please specify the fund whose shares you wish to
sell. While INVESCO attempts to process telephone redemptions promptly, there
may be times - particularly in periods of severe economic or market disruption -
when you may experience delays in redeeming shares by phone.
INVESCO usually mails you the proceeds from the sale of Fund shares within
seven days after we receive your request to sell in proper form. However,
payment may be postponed under unusual circumstances - for instance, if normal
trading is not taking place on theNYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares
<PAGE>
were purchased by a check which has not yet cleared, payment will be made
promptly when your purchase check does clear; that can take up to 15 days.
Because of the Funds' expense structures, it costs as much to handle a
small account as it does to handle a large one. If the value of your account in
any Fund falls below $50,000 as a result of your actions (for example, sale of
your Fund shares), each Fund reserves the right to sell all of your shares, send
the proceeds of the sale to you and close your account. Before this is done, you
will be notified and given 60 days to increase the value of your account to
$50,000 or more.
It is possible that in the future conditions may exist which would make it
undesirable for a Fund to pay for redeemed shares in cash. In such cases, the
trustees of the Funds may authorize payment to be made in portfolio securities
or other property of the applicable Fund. However, we are obligated under the
Investment Company Act of 1940 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 of the Funds. Shareholders receiving such securities are
likely to incur brokerage costs on their subsequent sales of such securities. To
date, the Trust has always paid for redeemed shares in cash.
<PAGE>
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Method Minimum Redemption Please Remember
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BY TELEPHONE $2,500 (or, if less, full INVESCO's telephone
Call us toll-free at liquidation of the redemption privileges may
1-800-525-8085. account). The maximum be modified or terminated
amount which may be in the future at INVESCO's
redeemed by telephone is discretion.
generally $________.
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IN WRITING Any amount. The INVESCO no longer issues
Mail your request to redemption request must paper certificates for
INVESCO Funds Group, be signed by all shares. If the shares you
Inc., P.O. BOX registered account are selling are
173706, DENVER, CO owners. Payment will be represented by stock
80217-3706. You may mailed to your address as certificates, the
also send your it appears on INVESCO's certificates must be sent
request by overnight records, or to a bank to INVESCO before we can
courier to 7800 E. designated by you in process your redemption.
Union Ave., Denver, writing.
CO 80237.
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BY CHECK $500 minimum per check. Personalized checks are
available from INVESCO
without charge upon
request. Checks may be
payable to any party.
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BY EXCHANGE $2,500 See "Exchange Policy."
Between two INVESCO
funds. Call
1-800-525-8085 for
prospectuses of other
INVESCO funds.
Exchanges may be made
in writing or by
phone or at our Web
site at
www.invesco.com. You
may also establish an
automatic monthly
exchange service
between two INVESCO
funds; call us for
further details and
the correct form.
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PAYMENT TO THIRD $2,500. All registered account
PARTY owners must sign the
Mail your request to request, with signature
INVESCO Funds Group, guarantees from an
Inc., P.O. BOX eligible guarantor
173706, DENVER, CO financial institution,
80217-3706. such as a commercial bank
or a recognized national
or regional securities
firm.
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DIVIDENDS AND TAXES
To avoid backup withholding, be sure we have your correct Social Security
or Taxpayer Identification Number. We will provide you with detailed information
every year about your dividends.
Everyone's tax status is unique. We encourage you to consult your own tax
adviser on the tax impact to you of investing in the Funds.
Each Fund earns ordinary or investment income from interest on its
investments. The Funds expect to distribute substantially all of this investment
income, less Fund expenses, to shareholders. You will ordinarily earn income on
each day you are invested in one of the Funds, and that income is paid by the
Fund to you once a month. Dividends are automatically reinvested in additional
shares of a Fund at the net asset value on the monthly dividend distribution
date, unless you request that dividends be paid in cash.
Unless you are (or your account is) exempt from income taxes, you must
include all dividends paid to you by the Money Market Reserve Fund in your
taxable income for federal, state and local income tax purposes. Dividends and
other distributions usually are taxable whether you receive them in cash or
automatically reinvest them in shares of the distributing Fund or other INVESCO
funds.
Substantially all of the dividends that you receive from the Tax-Exempt
Reserve Fund are expected to be exempt from federal income taxes, but there is
no assurance that this will be the case. There is no assurance that this will be
the case in future years. Dividends that you receive from the Funds may be
subject to state and local taxes, or to the federal Alternative Minimum Tax.
If you have not provided INVESCO with complete, correct tax information,
the Funds are required by law to withhold 31% of your distributions and any
money that you receive from the sale of shares of the Funds as a backup
withholding tax.
Each year, INVESCO will provide you with information about any Fund
dividends, and the tax status of your dividends, that is required for you to
complete your yearly tax filings.
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FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)
The following information has been audited by PricewaterhouseCoopers LLP,
independent accountants. This information should be read in conjunction with
the audited financial statements and the Report of Independent Accountants
thereon appearing in the Company's 1998 Annual Report to Shareholders, which is
incorporated by reference into the Statement of Additional Information.
Both are available without charge by contacting IDI at the address or
telephone number on the back cover of this Prospectus. The Annual Report also
contains information about the Funds' performance.
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
Treasurer's Money Market
Reserve Fund
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -- Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS FROM
INVESTMENT OPERATIONS
Net Investment Income Earned and
Distributed to Shareholders 0.05 0.05 0.05 0.06 0.04
Net Asset Value - End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=================================================================================================================================
TOTAL RETURN 5.46% 5.48% 5.30% 5.82% 4.13%
RATIOS
Net Assets -- End of Period ($000 Omitted) $34,236 $67,146 $113,281 $141,885 $93,131
Ratio of Expenses to Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income to Average
Net Assets 5.35% 5.32% 5.17% 5.71% 4.02%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Financial Highlights (continued)
(For a Fund Share Outstanding Throughout Each Period)
Year Ended December 31
------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
Treasurer's Tax-Exempt
Reserve Fund
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -- Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS FROM
INVESTMENT OPERATIONS
Net Investment Income Earned and
Distributed to Shareholders 0.03 0.04 0.03 0.04 0.03
Net Asset Value - End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=================================================================================================================================
TOTAL RETURN 3.49% 3.74% 3.45% 3.90% 2.81%
RATIOS
Net Assets -- End of Period ($000 Omitted) $36,707 $22,084 $ 23,386 $ 21,928 $19,716
Ratio of Expenses to Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income to Average
Net Assets 3.38% 3.68% 3.40% 3.86% 2.69%
</TABLE>
<PAGE>
INVESCO TREASURER'S SERIES TRUST
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
MAY 1, 1999
You may obtain additional information about the Funds from several sources.
FINANCIAL REPORTS. Although this Prospectus describes the Funds'
anticipated investments and operations, the Funds also prepare annual and
semiannual reports that detail the Funds' actual investments at the report date.
These reports include discussion of each Fund's recent performance, as well as
market and general economic trends affecting each Fund's performance. The annual
report also includes the report of the Funds' independent accountants.
STATEMENT OF ADDITIONAL INFORMATION. The SAI dated May 1, 1999 is a
supplement to this Prospectus and has detailed information about the Funds and
their investment policies and practices. A current SAI for the Funds is on file
with the Securities and Exchange Commission and is incorporated in this
Prospectus by reference; in other words, the SAI is legally a part of this
Prospectus, and you are considered to be aware of the contents of the SAI.
INTERNET. The current Prospectus, SAI and annual or semiannual reports of
the Funds may be accessed through the INVESCO Web site at www.invesco.com or
through the SEC Web site at www.sec.gov.
To obtain a free copy of the current annual report, semiannual report or
SAI, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver, Colorado
80217-3706; or call 1-800-525-8085. Copies of these materials are also available
(with a copying charge) from the SEC's Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. Information on the Public Reference Section can
be obtained by calling 1-800-SEC-0330. The SEC file numbers for the Funds are
811-5460 and 033-19862.
To reach PAL(R), your 24-hour Personal Account Line, call:
1-800-424-8085.
If you're in Denver, please visit one of our convenient Investor Centers:
Cherry Creek
155-B Fillmore Street
Denver Tech Center
7800 East Union Avenue
811-5460
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INVESCO Treasurer's Series Trust
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
Address: Mailing Address:
7800 E. Union Ave., Denver, CO 80237 P.O. Box 173706, Denver, CO 80217-3706
Telephone:
In continental U.S., 1-800-525-8085
May 1, 1999
- --------------------------------------------------------------------------------
A Prospectus for the Treasurer's Money Market Reserve and Treasurer's Tax-Exempt
Reserve Funds dated May 1, 1999 provides the basic information you should know
before investing in a Fund. This Statement of Additional Information ("SAI") is
incorporated by reference into the Funds' Prospectus; in other words, this SAI
is legally part of the Funds' Prospectus. Although this SAI is not a prospectus,
it contains information in addition to that set forth in the Prospectus. It is
intended to provide additional information regarding the activities and
operations of the Funds and should be read in conjunction with the Prospectus.
You may obtain, without charge, copies of the current Prospectus of the
Funds, SAI and current annual and semi-annual reports by writing to INVESCO
Distributors, Inc., P.O. BOX 173706, DENVER, CO 80217-3706, or by calling
1-800-525-8085. Copies of these materials also are available through the INVESCO
web site at http://www.invesco.com.
<PAGE>
TABLE OF CONTENTS
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Investments, Policies and Risks . . . . . . . . . . . . . . . . . . . . 22
Management of the Funds . . . . . . . . . . . . . . . . . . . . . . . . 30
Other Service Providers . . . . . . . . . . . . . . . . . . . . . . . . 47
Brokerage Allocation and Other Practices . . . . . . . . . . . . . . . 48
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Tax Consequences of Owning Shares of the Fund . . . . . . . . . . . . . 49
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
<PAGE>
THE TRUST
The Trust was organized on January 27, 1988, under the laws of the
Commonwealth of Massachusetts as a Massachusetts business trust.
The Trust is an open-end, diversified, no-load management investment
company currently consisting of two portfolios of investments: the Money Market
Reserve Fund and the Tax-Exempt Reserve Fund (the "Funds").
"Open-end" means that each Fund issues an indefinite number of shares which
it continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for each
portfolio at the direction of a professional manager. Open-end management
investment companies (or one or more series of such companies, such as the
Funds) are commonly referred to as mutual funds. The Funds do not charge sales
fees to purchase their shares.
INVESTMENTS, POLICIES AND RISKS
The principal investments and policies of the Funds are discussed in the
Prospectus of the Funds. The investment objective of each of the Funds is to
achieve as high a level of current income as is consistent with the preservation
of capital, the maintenance of liquidity, and investing in high quality
instruments. Each 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 to be eligible for investment by the Funds
under applicable U.S. Securities and Exchange Commission ("SEC") rules. See
Appendix A for descriptions of the investment instruments referred to below, as
well as discussions of the degrees of risk involved in purchasing these
instruments.
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
The Money Market Reserve Fund attempts to achieve its objective by
investing in debt securities, including short-term money market instruments
issued or guaranteed by the U.S. government or its agencies or
instrumentalities, obligations of financial institutions, which may include
demand features (such as the following instruments determined to be readily
marketable by the Adviser: certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign banks, and funding agreements issued by
domestic insurance companies), corporate debt securities other than commercial
paper, and loan participation agreements. Corporate debt securities acquired by
the Fund must be rated by at least two nationally recognized statistical rating
organizations ("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 Fund limits
purchases of instruments issued by banks to those instruments which are rated in
one of the two highest categories by an NRSRO, and which are issued by banks
which have total assets in excess of $4 billion and meet other criteria
established by the board of trustees. The Fund limits investments in foreign
bank obligations to U.S. dollar denominated obligations of foreign banks which
<PAGE>
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 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 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
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.
LOAN PARTICIPATION INTERESTS -- The Money Market Reserve 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 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 Fund will attempt
to ensure that there is a readily available market for all of the loan
participation interests in which it invests. The Fund's investments in loan
participation interests for which there is not a readily available market are
considered to be investments in illiquid securities.
CERTIFICATES OF DEPOSIT IN FOREIGN BANKS AND U.S. BRANCHES OF FOREIGN BANKS --
The Money Reserve 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 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
<PAGE>
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 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.
INSURANCE FUNDING AGREEMENTS -- The 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.
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
The Tax-Exempt Reserve Fund will attempt to achieve its objective by
investing in short-term debt securities the interest on which is exempt from
federal taxation, including 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, pay interest
free from federal income tax. It is the 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.
<PAGE>
Municipal bonds purchased by the Fund must be rated by at least two NRSROs
- - generally S&P and Moody's - in the highest rating category (AAA or AA by S&P
or Aaa or Aa by Moody's), or by one NRSRO if such obligations are rated by only
one NRSRO. Municipal notes or municipal commercial paper must be rated in the
highest rating category by at least two NRSROs, or where the note or paper is
rated only by one NRSRO, in the highest rating category by that NRSRO. If a
security is unrated, the Fund may invest in such security if the Adviser
determines, in an analysis similar to that performed by Moody's or S&P in rating
similar securities and issuers, that the security is comparable to that eligible
for investment by the Fund.
GUARANTEES -- In order to enhance the liquidity, stability or quality of a
municipal obligation, the 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 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. The 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 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.
The 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, which describes the treatment of guarantees in determining whether a
mutual fund has a diversified portfolio of investments, 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. In
considering whether an obligation meets the Fund's quality standards, the Fund
may look to the creditworthiness of the party permitting the valuation of the
underlying obligation. These guidelines only apply immediately after the
acquisition of a security.
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>
TEMPORARY DEFENSIVE POSITION -- From time to time, on a temporary basis for
defensive purposes, the Fund may also hold 100 % of its assets in cash or invest
in taxable short term investments ("taxable investments"), including 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 Market Reserve Fund; time deposits; and
repurchase agreements with respect to any of the foregoing with registered
broker-dealers, registered government securities dealers or banks.
OTHER POLICIES RELEVANT TO THE FUNDS
The Funds may enter into repurchase agreements and reverse repurchase
agreements. (See Appendix A to this SAI 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 (i) banks which have
total assets in excess of $4 billion and meet other criteria established by the
board of trustees and (ii) 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. INVESCO
Capital Management, Inc. ("ICM") as investment adviser of the Funds, 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 ICM, 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.
ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or
in the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. Neither Fund will purchase any such security if the purchase would
cause the Fund to invest more than 10% of its TOTAL assets, measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.
The principal risk of investing in illiquid securities is that a Fund may
be unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the securities with
the SEC and obtaining listing on a securities exchange or in the over the
counter market.
WHEN-ISSUED/DELAYED DELIVERY -- Ordinarily, the Funds buy and sell
securities on an ordinary settlement basis. That means that the buy or sell
<PAGE>
order is sent, and a Fund actually takes delivery or gives up physical
possession of the security on the "settlement date," which is three business
days later. However, the Funds also may purchase and sell securities on a
when-issued or delayed delivery basis.
When-issued or delayed delivery transactions occur when securities are
purchased or sold by a Fund and payment and delivery take place at an
agreed-upon time in the future. The Funds may engage in this practice in an
effort to secure an advantageous price and yield. However, the yield on a
comparable security available when delivery actually takes place may vary from
the yield on the security at the time the when-issued or delayed delivery
transaction was entered into. When a Fund engages in when-issued and delayed
delivery transactions, it relies on the seller or buyer to consummate the sale
at the future date. If the seller or buyer fails to act as promised, that
failure may result in the Fund missing the opportunity of obtaining a price or
yield considered to be advantageous. No payment or delivery is made by a Fund
until it receives delivery or payment from the other party to the transaction.
However, fluctuation in the value of the security from the time of commitment
until delivery could adversely affect a Fund.
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.
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 SAI.
RISKS AND STRATEGIES
The Funds operate under certain investment restrictions. For purposes of
the following restrictions, all percentage limitations apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting from fluctuations in value does not require the sale of any security
from a portfolio of a Fund.
The following restrictions are fundamental policies and may not be changed
with respect to the Funds without the approval of the holders of a majority of
the outstanding voting securities of a Fund, as defined in the 1940 Act. Each
of the Funds, unless otherwise indicated, may not:
<PAGE>
(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;
(5) issue any class of senior securities or borrow money, except borrowings
from banks for temporary or emergency purposes not in excess of 10% of the value
of a Fund's net assets (not including the amount borrowed) at the time the money
is borrowed. The Funds are permitted to borrow money only for the purpose of
meeting redemption requests which might otherwise require the untimely
disposition of securities. Borrowing is allowed as long as the cost of borrowing
is less than the income which would be lost should securities be sold to meet
the redemption requests. While in a borrowed position (including reverse
repurchase agreements), the Funds may not make purchases of securities. The
Funds may enter into reverse repurchase agreements only for the purpose of
obtaining funds necessary for meeting redemption requests;
(6) mortgage, pledge, hypothecate or in any manner transfer as security for
indebtedness any securities owned or held except to secure funds borrowed and
then only to an extent not greater than 10% of the value of the applicable
Fund's total assets;
(7) make short sales of securities or maintain a short position;
(8) purchase securities on margin, except that a Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of portfolio securities;
<PAGE>
(9) purchase or sell real estate or interests in real estate;
(10) purchase or sell commodities or commodity contracts;
(11) make loans to other persons, provided that a Fund may purchase debt
obligations consistent with its investment objectives and policies, may lend
limited amounts (not to exceed 20% of its total assets) of its portfolio
securities to broker-dealers or other institutional investors, and may enter
into repurchase agreements;
(12) purchase securities of other investment companies except (i) in
connection with a merger, consolidation, acquisition or reorganization, or (ii)
by purchase in the open market of securities of open-end investment companies
involving only customary brokers' commissions and only if immediately thereafter
(i) no more than 3% of the voting securities of any one investment company are
owned by a Fund, (ii) no more than 5% of the value of the total assets of a Fund
would be invested in any one investment company, and (iii) no more than 10% of
the value of the total assets of a Fund would be invested in the securities of
such investment companies. Subject to these conditions, the Funds intend to
invest only in no-load money market funds not advised by the Adviser or any
company affiliated with the adviser which meet the requirements of Rule 2a-7 and
which do not incur any distribution expenses. Investors in the Funds should note
that such no-load money market funds will pay an advisory fee and incur other
operational expenses;
(13) enter into repurchase agreements if more than 10% of the applicable
Fund's net assets will be invested in repurchase agreements and in participation
interests without demand features, time deposits having a stated maturity
greater than seven days, securities having legal or contractual restrictions on
resale, securities for which there is no readily available market, or in other
illiquid securities. The term "illiquid securities" includes any security which
cannot be disposed of promptly and in the ordinary course of business without
taking a reduced price. A security is considered illiquid if a Fund cannot
receive the amount at which it values the instrument within seven days.
Additional investment restrictions adopted by the Trust on behalf of each
of the Funds, which may be changed by the trustees at their discretion, provide
that the Funds will not:
(a) 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;
(b) 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;
(c) 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;
(d) purchase or sell warrants;
<PAGE>
(e) 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;
(f) engage in arbitrage transactions.
MANAGEMENT OF THE FUNDS
THE INVESTMENT ADVISER
INVESCO Capital Management, Inc., a Delaware corporation ("ICM") located in
Atlanta, Georgia, is the Trust's investment adviser. ICM also has an advisory
office in Coral Gables, Florida and a marketing and client service office in San
Francisco. ICM is the sole shareholder of INVESCO Services, Inc., a registered
broker-dealer. ICM was founded in _______ and serves as investment adviser to:
INVESCO Value Trust
INVESCO Variable Total Return Fund
Target Portfolio Trust Large Capitalization Value Portfolio
The Chaconia Growth and Income Fund
ICM manages institutional investment portfolios, consisting primarily of
discretionary employee benefit plans for corporations and state and local
governments, and endowment funds. As of December 31, 1998, ICM managed ____
mutual funds having combined assets of $_____, consisting of ___ portfolios on
behalf of more than _______ shareholders. ICM is an indirect, wholly-owned
subsidiary of AMVESCAP PLC. AMVESCAP PLC, a publicly-traded holding company.
Through its subsidiaries, AMVESCAP PLC engages in the business of investment
management on an international basis. AMVESCAP PLC is one of the largest
independent investment management businesses in the world with approximately
$275 billion in assets under management on December 31, 1998.
AMVESCAP PLC's North American subsidiaries include:
INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution retirement
plan services to plan sponsors, institutional retirement plan sponsors,
institutional plan providers and foreign governments.
INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division of
IRBS, provides recordkeeping and investment selection services to defined
contribution plan sponsors of plans with between $2 million and $200 million in
assets. Additionally, IRPS provides investment consulting services to
institutions seeking to provide retirement plan products and services.
<PAGE>
Institutional Trust Company doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs") and
other retirement plan accounts. This includes services such as recordkeeping,
tax reporting and compliance. ITC acts as trustee or custodian to these plans.
INVESCO Management & Research, Inc., Boston, Massachusetts, primarily
manages pension and endowment accounts.
PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for providing
advisory services in the U.S. real estate markets for AMVESCAP PLC's clients
worldwide. Clients include corporate pension plans and public pension funds as
well as endowment and foundation accounts.
INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans, Taft-Hartley
Plans, insurance companies, charitable institutions and private individuals.
INVESCO NY also offers the opportunity for its clients to invest both directly
and indirectly through partnerships in primarily private investments or
privately negotiated transactions. INVESCO NY further serves as investment
adviser to several closed-end investment companies, and as sub-adviser with
respect to certain commingled employee benefit trusts. INVESCO NY specializes in
the fundamental research investment approach, with the help of quantitative
tools.
A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.
A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts and also serves as sub-adviser 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 Trust, 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, EC2M4YR, England.
THE INVESTMENT ADVISORY AGREEMENT
ICM serves as investment adviser to the Funds under an investment advisory
agreement dated ______________ (the "Agreement") with the Trust which was last
approved by the board of trustees for a term expiring May 15, 1999. The board
vote was cast in person, at a meeting called for this purpose, by a majority of
<PAGE>
the trustees of the Trust, including a majority of the trustees who are not
"interested persons" of the Trust or ICM ("Independent Trustees"). Shareholders
of each Fund approved the Agreement on January 31, 1997.
The Agreement may be continued from year to year if each such continuance
is specifically approved at least annually by the board of trustees of the
Trust, or by a vote of the holders of a majority, as defined in the 1940 Act, of
the outstanding shares of each Fund. Any continuance also must be approved by a
majority of the Trust's Independent Trustees, cast in person at a meeting called
for the purpose of voting on such continuance. The Agreement may be terminated
at any time without penalty by either party upon sixty (60) days' written notice
and terminates automatically in the event of an assignment to the extent
required by the 1940 Act and the rules thereunder.
The Agreement requires that ICM manage the investment portfolio of each
Fund in a way that conforms with each Fund's investment policies. ICM may
directly manage a Fund itself, or may hire a sub-adviser, which may be an
affiliate of ICM, to do so. Specifically, ICM is responsible for:
o managing the investment and reinvestment of all the assets of the Funds,
and executing all purchases and sales of portfolio securities;
o maintaining a continuous investment program for the Funds, consistent with
(i) each Fund's investment policies as set forth in the Trust's Bylaws, and
Registration Statement, as from time to time amended, under the 1940 Act,
and in any prospectus and/or statement of additional information of the
Funds, as from time to time amended and in use under the 1933 Act, and (ii)
the Trust's status as a regulated investment company under the Internal
Revenue Code of 1986, as amended;
o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the trustees of the Trust, and executing
transactions accordingly;
o providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter generally
available to the investment advisory customers of the Adviser or any
Sub-Adviser;
o determining what portion of each Fund's assets should be invested in the
various types of securities authorized for purchase by the Fund; and
o making recommendations as to the manner in which voting rights, rights to
consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.
<PAGE>
ICM and INVESCO Funds Group, Inc. ("INVESCO"), as adviser and administrator
of the Funds, respectively, perform all of the following services for the Funds:
o administrative
o internal accounting (including computation of net asset value)
o clerical and statistical
o secretarial
o all other services necessary or incidental to the administration of the
affairs of the Funds
o supplying the Trust with officers, clerical staff and other employees
o furnishing office space, facilities, equipment, and supplies; providing
personnel and facilities required to respond to inquiries related to
shareholder accounts
o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including the prospectus, statement
of additional information, proxy statements, shareholder reports, tax
returns, reports to the SEC, and other corporate documents of the Funds)
o supplying basic telephone service and other utilities
o preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act.
Expenses not assumed by ICM are borne by the Funds. As compensation for its
advisory services to the Trust, ICM receives a monthly fee from each Fund. The
fee is calculated at the average rate of 0.25% of each Fund's average net
assets.
During the fiscal years ended DECEMBER 31, 1998, 1997 and 1996, the Funds
paid ICM advisory fees in the dollar amounts shown below.
1998 1997 1996
---- ---- ----
Treasurer's Money $141,183 $256,934 $337,832
Market Reserve Fund
Treasurer's Tax-Exempt $ 79,720 $ 49,547 $ 58,191
Reserve Fund
ADMINISTRATIVE SERVICES AGREEMENT
INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated February 28, 1997. The
<PAGE>
Administrative Services Agreement was approved on November 6, 1996, at a meeting
called for that purpose, by a vote cast in person by all of the trustees of the
Trust, including all of the Independent Trustees of the Trust.
The Administrative Services Agreement was for an initial term expiring in
one year and has been extended by action of the board of trustees through MAY
15, 1999. The Administrative Services Agreement may be continued from year to
year as long as each such continuance is specifically approved by the board of
trustees of the Trust, including a majority of the Trust's Independent Trustees.
The Administrative Services Agreement may be terminated at any time without
penalty by INVESCO on sixty (60) days' written notice, or by the Funds upon
thirty (30) days' written notice, and ends automatically in the event of an
assignment unless the Trust's board of Trustees, including a majority of the
Trust's Independent Trustees, approves such assignment.
The Administrative Services Agreement requires INVESCO to provide the
following services to the Funds:
o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and
o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for the
benefit of participants in such plans.
The Administrative Services Agreement provides that the Funds pay INVESCO
an annual base fee per Fund of $10,000 plus an additional incremental fee
computed daily and paid monthly, by each Fund, at an annual rate of 0.015% of
the average net assets of each Fund. The Funds themselves paid no administrative
services fees to INVESCO; those expenses were absorbed and paid by ICM pursuant
to its Advisory Agreement with the Trust.
TRANSFER AGENCY AGREEMENT
INVESCO also performs transfer agent, dividend disbursing agent, and
registrar services for the Funds pursuant to a Transfer Agency Agreement dated
February 28, 1997 which was approved by the board of trustees of the Trust on
November 6, 1996 for an initial term expiring in one year, and has been extended
by action of the board of trustees through MAY 15, 1999. The Transfer Agency
Agreement may be continued from year to year as long as such continuance is
specifically approved at least annually by the board of trustees of the Trust,
including a majority of the Trust's Independent Trustees. The Transfer Agency
Agreement may be terminated at any time without penalty by either party upon
sixty (60) days' written notice and terminates automatically in the event of
assignment.
The Transfer Agency Agreement provides that the Funds pay INVESCO an annual fee
of $50.00 per shareholder account, with a minimum fee of $5,000 per Fund.
This fee is paid monthly at 1/12 of the annual fee and is based upon the actual
number of shareholder accounts in a Fund at any time during each month. The
Funds themselves paid no transfer agency fees to INVESCO; those expenses were
absorbed and paid by ICM pursuant to its Advisory Agreement with the Trust.
<PAGE>
TRUSTEES AND OFFICERS
The overall direction and supervision of the Trust come from the board of
trustees. The board of trustees is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.
The board of trustees has an audit committee comprised of four of the
trustees who are not affiliated with INVESCO (the "Independent Trustees"). The
committee meets quarterly 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 has a management liaison committee which meets quarterly with
various management personnel of INVESCO in order to facilitate better
understanding of management and operations of the Trust, and 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 Trust has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar brokerage transactions by the Funds, and to
review policies and procedures of the Funds' adviser with respect to soft dollar
brokerage transactions. It reports on these matters to the Trust's board of
trustees.
The Trust has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by the Funds' adviser to ensure that
the use of such instruments follows the policies on such instruments adopted by
the Trust's board of trustees. It reports on these matters to the Trust's board
of trustees.
The officers of the Trust, all of whom are officers and employees of
INVESCO, are responsible for the day-to-day administration of the Trust and the
Funds. The officers of the Trust receive no direct compensation from the Trust
for their services as officers. The investment adviser for the Funds has the
primary responsibility for making investment decisions on behalf of the Funds.
All of the officers and trustees of the Trust hold comparable positions
with the following funds, which, with the Trust, are collectively referred to as
the INVESCO Funds:
INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO Flexible
Funds, Inc.)
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Equity Income Fund, Inc. (formerly, INVESCO Industrial Income Fund,
Inc.)
INVESCO Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.)
INVESCO International Funds, Inc.
<PAGE>
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
The table below provides information about each of the Trust's trustees and
officers. Unless otherwise indicated, the address of the trustees and officers
is P.O. BOX 173706, DENVER, CO 80217-3706. Their affiliations represent their
principal occupations.
<TABLE>
<CAPTION>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
<S> <C> <C>
Charles W. Brady *+ Trustee and Chairman Chairman of the Board of
1315 Peachtree St., N.E. of the Board INVESCO Global Health Sciences
Atlanta, Georgia Fund; Chief Executive Officer
Age: 62 and Director of AMVESCAP PLC,
London, England and various
subsidiaries of AMVESCAP PLC
Fred A. Deering +# Trustee and Vice Trustee of INVESCO Global
Security Life Center Chairman of the Board Health Sciences Fund; formerly,
1290 Broadway Chairman of the Executive
Denver, Colorado Committee and Chairman of the
Age: 70 Board of Security Life of
Denver Insurance Company;
Director of ING American
Holdings Company and First ING
Life Insurance Company of New
York.
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Mark H. Williamson *+ President, Chief President, Chief Executive
7800 E. Union Avenue Executive Officer and Officer and Director of INVESCO
Denver, Colorado Trustee Distributors, Inc.; President,
Age: 47 Chief Executive Officer and
Director of INVESCO Funds
Group, Inc.; President and
Chief Operating Officer of
INVESCO Global Health Sciences
Fund; formerly, Chairman and
Chief Executive Officer of
NationsBanc Advisors, Inc.;
formerly, Chairman of
NationsBanc Investments, Inc.
Victor L. Andrews, Ph.D. Trustee Professor Emeritus, Chairman
**! Emeritus and Chairman of the
34 Seawatch Drive CFO Roundtable of the
Savannah, Georgia Department of Finance of
Age: 67 Georgia State University;
President, Andrews Financial
Associates, Inc. (consulting
firm); formerly, member of the
faculties of the Harvard
Business School and the Sloan
School of Management of MIT;
Director of The Sheffield
Funds, Inc.
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Bob R. Baker +** Trustee President and Chief Executive
AMC Cancer Research Center Officer of AMC Cancer Research
1600 Pierce Street Center, Denver, Colorado, since
Denver, Colorado January 1989; until
Age: 61 mid-December 1988, Vice
Chairman of the Board of First
Columbia Financial Corporation,
Englewood, Colorado; formerly,
Chairman of the Board and Chief
Executive Officer of First
Columbia Financial Corporation
Lawrence H. Budner # @ Trustee Trust Consultant; prior to June
7608 Glen Albens Circle 30, 1987, Senior Vice President
Dallas, Texas and Senior Trust Officer of
Age: 67 InterFirst Bank, Dallas, Texas
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Wendy L. Gramm**! Trustee Self-employed (since 1993);
4201 Yuma Street, N.W. Professor of Economics and
Washington, DC Public Administration,
Age: 54 University of Texas at
Arlington; formerly, Chairman,
Commodity Futures Trading
Commission; Administrator for
Information and Regulatory
Affairs at the Office of
Management and Budget;
Executive Director of the
Presidential Task Force on
Regulatory Relief; and Director
of the Federal Trade
Commission's Bureau of
Economics; also, Director of
Chicago Mercantile Exchange,
Enron Corporation, IBP, Inc.,
State Farm Insurance Company,
Independent Women's Federal Forum,
International Republic
Institute, and the Republican
Women's Federal Forum; also,
Member of Board of Visitors, College
of Business Administration,
University of Iowa, and Member
of Board of Visitors, Center
for Study of Public Choice,
George Mason University
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Kenneth T. King +#@ Trustee Formerly, Chairman of the Board
4080 North Circulo of The Capitol Life Insurance
Manzanillo Company, Providence Washington
Tucson, Arizona Insurance Company and Director
Age: 72 of numerous U.S. subsidiaries
thereof; formerly, Chairman of
the Board of The Providence
Capitol Companies in the United
Kingdom and Guernsey; Chairman
of the Board of the Symbion
Corporation until 1987
John W. McIntyre + #@ Trustee Retired. Formerly, Vice
7 Piedmont Center Chairman of the Board of
Suite 100 Directors of the Citizens and
Atlanta, Georgia Southern Corporation and
Age: 69 Chairman of the Board and Chief
Executive Officer of the
Citizens and Southern Georgia
Corp. and the Citizens and
Southern National Bank; Trustee
of INVESCO Global Health
Sciences Fund, Gables
Residential Trust, Employee's
Retirement System of GA, Emory
University and J.M. Tull
Charitable Foundation; Director
of Kaiser Foundation Health
Plans of Georgia, Inc.
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Larry Soll, Ph.D.!** Trustee Retired. Formerly, Chairman of
345 Poorman Road the Board (1987 to 1994), Chief
Boulder, Colorado Executive Officer (1982 to 1989
Age: 55 and 1993 to 1994) and President
(1982 to 1989) of Synergen
Inc.; Director of Synergen
since incorporation in 1982;
Director of Isis
Pharmaceuticals, Inc.; Trustee
of INVESCO Global Health
Sciences Fund
Glen A. Payne Secretary Senior Vice President, General
7800 E. Union Avenue Counsel and Secretary of
Denver, Colorado INVESCO Funds Group, Inc.;
Age: 50 Senior Vice President,
Secretary and General Counsel
of INVESCO Distributors, Inc.;
Secretary, INVESCO Global
Health Sciences Fund; formerly,
General Counsel of INVESCO
Trust Company (1989-1998);
formerly, employee of a U.S.
regulatory agency, Washington,
D.C. (June 1973 through May
1989)
<PAGE>
Name, Address, and Age Position(s) Held With Principal Occupation(s) During
Funds Past Five Years
Ronald L. Grooms Treasurer Senior Vice President and
7800 E. Union Avenue Treasurer of INVESCO Funds
Denver, Colorado Group, Inc.; Senior Vice
Age: 51 President and Treasurer of
INVESCO Distributors, Inc.;
Treasurer, Principal Financial
and Accounting Officer, INVESCO
Global Health Sciences Fund;
and formerly, Senior Vice
President and Treasurer of
INVESCO Trust Company
(1988-1998)
</TABLE>
# Member of the audit committee of the Trust.
+ 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.
* These trustees are "interested persons" of the Trust as defined in the
1940 Act.
** Member of the management liaison committee of the Trust.
@ Member of the soft dollar brokerage committee of the Trust.
! Member of the derivatives committee of the Trust.
The following table shows the compensation paid by the Trust to its
independent trustees for services rendered in their capacities as trustees of
the Trust; the benefits accrued as Trust expenses with respect to the Defined
Benefit Deferred Compensation Plan discussed below; and the estimated annual
benefits to be received by these trustees upon retirement as a result of their
service to the Trust, all for the fiscal year ended December 31, 1998.
In addition, the table sets forth the total compensation paid by all of the
mutual funds distributed by INVESCO Funds Group, Inc. (including the Trust), and
INVESCO Global Health Sciences Fund (collectively, the "INVESCO Funds") to these
<PAGE>
trustees for services rendered in their capacities as trustees or directors
during the year ended December 31, 1998. As of December 31, 1998, there were 16
funds in the INVESCO Funds.
<TABLE>
<CAPTION>
Name of Person Aggregate Compen- Benefits Accrued Estimated Annual Total Compensa-
and Position sation from Trust(1) As Part of Trust Benefits Upon tion From
Expenses(2) Retirement(3) INVESCO Funds
Paid To Trustees
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering, $ 2,172 $ 227 $ 153 $103,700
Vice Chairman of the
Board
- ------------------------------------------------------------------------------------------------------------------------------------
Victor L. Andrews 2,149 217 169 80,350
- ------------------------------------------------------------------------------------------------------------------------------------
Bob R. Baker 2,166 194 226 84,000
- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence H. Budner 2,144 217 169 79,350
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel D. Chabris(4) 1,622 222 139 70,000
- ------------------------------------------------------------------------------------------------------------------------------------
Wendy Gramm 2,143 0 0 79,000
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth T. King 2,133 231 139 77,050
- ------------------------------------------------------------------------------------------------------------------------------------
John W. McIntyre 2,144 0 0 98,500
- ------------------------------------------------------------------------------------------------------------------------------------
Larry Soll 2,138 0 0 96,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total 18,811 1,308 995 767,950
- ------------------------------------------------------------------------------------------------------------------------------------
% of Net Assets 0.0249%(5) 0.0017%(5) 0.0035%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The vice chairman of the board, the chairmen of the Funds' committees
who are Independent Trustees, and the members of the Funds' committees who are
Independent Trustees, each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Trustees.
(2) Represents estimated benefits accrued with respect to the Defined
Benefit Deferred Compensation Plan discussed below, and not compensation
deferred at the election of the trustees.
(3) These amounts represent the Trust's share of the estimated annual
benefits payable by the INVESCO Funds upon the trustees' retirement, calculated
using the current method of allocating trustee compensation among the INVESCO
Funds. These estimated benefits assume retirement at age 72 and that the basic
retainer payable to the trustees will be adjusted periodically for inflation,
for increases in the number of funds in the INVESCO Funds, and for other reasons
during the period in which retirement benefits are accrued on behalf of the
respective trustees. This results in lower estimated benefits for trustees who
are closer to retirement and higher estimated benefits for trustees who are
further from retirement. With the exception of Drs. Soll and Gramm, each of
these trustees has served as a director/trustee of one or more of the funds in
the INVESCO Funds for the minimum five-year period required to be eligible to
<PAGE>
participate in the Defined Benefit Deferred Compensation Plan. Although Mr.
McIntyre became eligible to participate in the Defined Benefit Deferred
Compensation Plan as of November 1, 1998, he will not be included in the
calculation of retirement benefits until November 1, 1999.
(4) Mr. Chabris retired as a trustee of the Trust on September 30, 1998.
(5) Totals as a percentage of the Trust's net assets as of December 31, 1998.
(6) Total as a percentage of the net assets of the INVESCO Funds as of
December 31, 1998.
Messrs. Brady and Williamson, as "interested persons" of the Trust, and the
other funds and investment companies in the INVESCO Funds, 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 Funds for their service as trustees.
The boards of directors/trustees of the mutual funds in the INVESCO Funds
have adopted a Defined Benefit Deferred Compensation Plan (the "Plan") for the
Independent 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/trustee")
is entitled to receive, upon termination of service as a director/trustee
(normally, at the retirement age of 72 or the retirement age of 73 or 74, if the
retirement date is extended by the boards for one or two years, but less than
three years), continuation of payment for one year (the "First Year Retirement
Benefit") of the annual basic retainer and annualized board meeting fees payable
by the funds to the qualified director/trustee at the time of his retirement
(the "Basic Benefit"). Commencing with any such director's/trustee's second year
of retirement, and commencing with the first year of retirement of a
director/trustee whose retirement has been extended by the board for three
years, a qualified director/trustee shall receive quarterly payments at an
annual rate equal to 50% of the Basic Benefit. These payments will continue for
the remainder of the qualified director's/trustee's life or ten years, whichever
is longer (the "Reduced Benefit Payments"). If a qualified director/trusteee
dies or becomes disabled after age 72 and before age 74 while still a
director/trustee of the funds, the First Year Retirement Benefit and Reduced
Benefit Payments will be made to him/her or to his/her beneficiary or estate. If
a qualified director/trustee becomes disabled or dies either prior to age 72 or
during his/her 74th year while still a director/ trustee of the funds, the
director/trustee will not be entitled to receive the First Year Retirement
Benefit; however, the Reduced Benefit Payments will be made to his/her
beneficiary or estate. The Plan is administered by a committee of three
directors/trustees who are also participants in the plan and one
director/trustee who is not a plan participant. The cost of the plan will be
allocated among the INVESCO Funds in a manner determined to be fair and
equitable by the committee. The Company began making payments under the plan to
Mr. Chabris as of October 1, 1998. The Company 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 Independent Directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of
the compensation which they would otherwise have
<PAGE>
been paid as directors of selected INVESCO Funds. The deferred amounts are
being invested in the shares of certain INVESCO Funds. Each Independent Director
is, therefore, an indirect owner of shares of certain INVESCO Funds.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDER
As of January 31, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
constitutes a "principal shareholder" relationship with a Fund under the 1940
Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:
Money Market Reserve Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
- --------------------------------------------------------------------------------
Teamsters Local Union 918 Record 17.61
Welfare Fund
2137-2147 Utica Avenue
Brooklyn, NY 11234-3827
- --------------------------------------------------------------------------------
GA Amateur Athletics FDN Inc. Record 9.56
c/o Robert F. McCullough,
INVESCO
1315 Peachtree St., N.E.
Suite 500
Atlanta, GA 30309-3503
- --------------------------------------------------------------------------------
WSU Endowment Record 8.38
Association
1845 Fairmount
Wichita, KS 67260-0001
- --------------------------------------------------------------------------------
INVESCO Capital Record 6.38
Management, Inc.,
Attn: Natalie Wilson
1315 Peachtree St.,
N.E.
Suite 300
Atlanta, GA 30309-3503
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
Bank of New York Record 6.27
Sheet Metal Workers
Health Plan A Trust
Acct #5618177-000
700 S. Flower, Suite 200
Los Angeles, CA
90017-4104
- --------------------------------------------------------------------------------
Georgia Branch Record 5.40
Associated
General Contractors of
America
P.O. Box 492349
- --------------------------------------------------------------------------------
TAX-EXEMPT RESERVE FUND
- -------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
- --------------------------------------------------------------------------------
J B Fuqua Beneficial 12.31
Suite 5000
1201 W. Peachtree St.,
N.W.
Atlanta, GA 30309-3467
- -------------------------------------------------------------------------------
Fuqua Family Fund LP Record 10.98
Attn John Wright
Suite 5000
1201 West Peachtree
St., N.E.
Atlanta, GA 30309-3467
- -------------------------------------------------------------------------------
Willis M. Everett III Beneficial 10.61
Cottage 89
P.O. Box 30832
Sea Island, GA
31561-0832
- -------------------------------------------------------------------------------
Alice H. Richards Beneficial 10.02
P. O. Box 400
Carrollton, GA
30117-0400
- -------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
================================================================================
J Rex Fuqua Record 8.76
c/o Fuqua Capital
Corporation
1201 W. Peachtree St.,
N.W.
Suite 5000
Atlanta, GA 30309-3467
- --------------------------------------------------------------------------------
Realan Capital Record 8.34
Corporation
1201 W. Peachtree St.,
N.E.
Suite 5000
Atlanta, GA 30309-3467
- --------------------------------------------------------------------------------
Thomas L. Shields Jr. Beneficial 7.21
1750 W. Sussex
Atlanta, GA 30306-3013
- --------------------------------------------------------------------------------
As of February 17, 1999, officers and trustees of the Trust, as a group,
beneficially owned less than 1% of any Fund's outstanding shares.
DISTRIBUTOR
INVESCO Distributors, Inc. ("IDI"), a wholly-owned subsidiary of INVESCO,
is the distributor of the Funds.
OTHER SERVICE PROVIDERS
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 950 Seventeenth Street, Denver, Colorado, are
the independent accountants of the Trust. The independent accountants are
responsible for auditing the financial statements of the Funds.
CUSTODIAN
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.
TRANSFER AGENT
INVESCO Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado is the
Trust's transfer agent, registrar, and dividend disbursing agent. Services
provided by INVESCO include the issuance, cancellation and transfer of shares of
the Funds, and the maintenance of records regarding the ownership of such
shares.
<PAGE>
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.
BROKERAGE ALLOCATION AND OTHER PRACTICES
As the investment adviser to the Funds, ICM places orders for the purchase and
sale of securities with broker-dealers based upon an evaluation of the financial
responsibility of the brokers and dealers and the ability of the broker-dealers
to effect transactions at the best available prices.
Consistent with the standard of seeking to obtain the best qualitative
execution on portfolio transactions, ICM may select brokers that provide
research services to ICM and the Trust, as well as other accounts managed by
ICM. Research services include statistical and analytical reports relating to
issuers, industries, securities and economic factors and trends, which may be of
assistance or value to ICM in making informed investment decisions. Research
services prepared and furnished by brokers through which a Fund effects
securities transactions may be used by ICM in servicing all of its accounts and
not all such services may be used by ICM in connection with a particular Fund.
Conversely, a Fund receives benefits of research acquired through the brokerage
transactions of other clients of ICM.
Because the securities that the Funds invest in are generally traded on a
principal basis, it is unusual for a Fund to pay any brokerage commissions. The
Funds paid no brokerage commissions for the fiscal years ended December 31,
1998, 1997 and 1996. For the fiscal year ended December 31, 1998, brokers
providing research services received $0 in commissions on portfolio transactions
effected for the Funds. The aggregate dollar amount of such portfolio
transactions was $0. Commissions totaling $0 were allocated to certain brokers
in recognition of their sales of shares of the Funds on portfolio transactions
of the Funds effected during the fiscal year ended December 31, 1998. At
December 31, 1998, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:
- --------------------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at December 31, 1998
================================================================================
Treasurer's Money Market Reserve United Missouri Bank $3,742,034.95
- -------------------------------------------------------------------------------
Treasurer's Tax-Exempt Reserve United Missouri Bank $1,564,176.71
- -------------------------------------------------------------------------------
Neither ICM nor any affiliate of ICM receives any brokerage commissions on
portfolio transactions effected on behalf of the Funds, and there is no
affiliation between ICM or any person affiliated with ICM or the Funds and any
broker or dealer that executes transactions for the Funds.
<PAGE>
CAPITAL STOCK
The Trust is authorized to issue an unlimited number of shares of common stock
with no par value.
All shares of each Fund are of one class with equal rights as to voting,
dividends and liquidation. All shares issued and outstanding are, and all shares
offered hereby, when issued, will be, fully paid and nonassessable. The board of
trustees has the authority to designate additional classes of common stock
without seeking the approval of shareholders and may classify and reclassify any
authorized but unissued shares.
Shares have no preemptive rights and are freely transferable on the books
of each Fund.
All shares of the Trust have equal voting rights based on one vote for each
share owned. The Trust is not generally required and does not expect to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Trust or
as may be required by applicable law or the Trust's Declaration of Trust, the
board of trustees will call special meetings of shareholders.
Trustees may be removed by action of the holders of a majority of the
outstanding shares of the Trust. The Funds will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940.
Fund shares have noncumulative voting rights, which means that the holders
of a majority of the shares of the Trust voting for the election of trustees of
the Trust can elect 100% of the trustees if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of trustees
will not be able to elect any person or persons to the board of trustees.
Trustees may be removed by action of the holders of a majority of the
outstanding shares of the Trust.
TAX CONSEQUENCES OF OWNING SHARES OF THE FUND
Each Fund intends to continue to conduct its business and satisfy the
applicable diversification of assets, distribution and source of income
requirements to qualify as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended. Each Fund qualified as a
regulated investment company in the fiscal year ended December 31, 1998, and
intends to continue to qualify during its current fiscal year. It is the policy
of each Fund to distribute all investment company taxable income. As a result of
this policy and the Funds' qualifications as regulated investment companies, it
is anticipated that neither of the Funds will pay federal income or excise taxes
and that the Funds will be accorded conduit or "pass through" treatment for
federal income tax purposes. Therefore, any taxes that a Fund would ordinarily
owe are paid by its shareholders on a pro-rata basis. If a Fund does not qualify
as a regulated investment company, it will be subject to corporate tax on its
<PAGE>
net investment income at the corporate tax rates. If a Fund does not distribute
all of its net investment income, it will be subject to income and excise tax on
the amount that is not distributed.
The Treasurer's Tax-Exempt Reserve Fund intends to qualify to pay
"exempt-interest dividends" to its shareholders. The Fund will qualify if at
least 50% of its total assets are invested in municipal securities at the end of
each quarter of the Fund's fiscal year. The exempt interest portion of the
monthly income dividend may be based on the ratio of that Fund's tax-exempt
income to taxable income for the entire fiscal year. The ratio is calculated and
reported to shareholders at the end of each fiscal year of the Fund. The
tax-exempt portion of any particular dividend may be based on the tax-exempt
portion of all distributions for the year, rather than on the tax-exempt portion
of that particular dividend. A corporation includes exempt-interest dividends in
calculating its alternative minimum taxable income in situations where the
adjusted current earnings of the corporation exceed its alternative minimum
taxable income.
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.
The Funds' investment objectives and policies, including their policy of
attempting to maintain a net asset value of $1.00 per share, make it unlikely
that any capital gains will be paid to investors. 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. 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. Any loss
realized on the redemption of fund shares held for six months or less is
nondeductible to the extent of any exempt-interest dividends paid with respect
to such shares.
Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital gains for the one-year period
ending on December 31 of that year, plus certain other amounts.
You should consult your own tax adviser regarding specific questions as to
federal, state and local taxes. Dividends will generally be subject to
applicable state and local taxes. Qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended, for income tax
purposes does not entail government supervision of management or investment
policies.
PERFORMANCE
To keep shareholders and potential investors informed, INVESCO will
occasionally advertise the Funds' total returns for one-, five-, and ten-year
periods (or since inception). Total return figures show the rate of return on a
$10,000 investment in a Fund, assuming reinvestment of all dividends for the
periods cited.
<PAGE>
Cumulative total return shows the actual rate of return on an investment
for the period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Trust's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the phone number or
address on the back cover of the Funds' prospectus.
We may also advertise a Fund's "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. For the seven days ended December 31, 1998
the Money Reserve Fund's current and effective yields were 5.42% and 5.57%,
respectively; the Tax-Exempt Reserve Fund's current and effective yields were
3.86% and 3.94%, respectively.
When we quote mutual fund rankings published by Lipper, Inc., we may
compare a Fund to others in its appropriate Lipper category, as well as the
broad-based Lipper general fund groupings. These rankings allow you to compare a
Fund to its peers. Other independent financial media also produce performance-
or service-related comparisons, which you may see in our promotional materials.
Performance figures are based on historical earnings and are not intended
to suggest future performance.
Average annual total return performance for the one-, five-, and ten-year
periods ended December 31, 1998 was:
Name of Fund 1 Year 5 Year 10 Year
Money Market Reserve Fund 5.46% 5.24% 5.65%
Tax-Exempt Reserve Fund 3.49% 3.48% 3.96%
Average annual total return performance for each of the periods indicated
was computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
P(1 + T)/n/ = ERV
where: P = a hypothetical initial payment of $10,000
T = average annual total return
<PAGE>
n = number of years
ERV = ending redeemable value of initial payment
The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period indicated.
In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.
In conjunction with performance reports and/or analyses of shareholder
services for a Fund, comparative data between that Fund's performance for a
given period and recognized indices of investment results for the same period,
and/or assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper, Inc., Lehman Brothers, National Association of
Securities Dealers Automated Quotations, Frank Russell Trust, Value Line
Investment Survey, the American Stock Exchange, Morgan Stanley Capital
International, Wilshire Associates, the Financial Times Stock Exchange, the New
York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex, all of
which are unmanaged market indicators. In addition, rankings, ratings, and
comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Fund. These sources utilize information
compiled (i) internally; (ii) by Lipper, Inc.; or (iii) by other recognized
analytical services. The Lipper, Inc. mutual fund rankings and comparisons which
may be used by the Fund in performance reports will be drawn from the
________________ mutual fund groupings, in addition to the broad-based Lipper
general fund groupings:
Sources for Fund performance information and articles about the Funds
include, but are not limited to, the following:
American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Trust Data, Inc.
Investor's Business Daily
<PAGE>
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund
Performance Analysis
Money
Morningstar
Mutual Fund Forecaster
No-Load Analyst
No-Load Fund X
Personal Investor
Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
The Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth
FINANCIAL STATEMENTS
The financial statements for the Trust for the fiscal year ended December 31,
1998 are incorporated herein by reference from the Trust's Annual Report to
Shareholders dated December 31, 1998.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (i) Declaration of Trust of Registrant.(4)
(b) Bylaws as of July 21, 1993.(2)
(c) Not applicable.
(d) (i) Investment Advisory Agreement between Registrant and
INVESCO Capital Management Inc. dated February 28, 1997.(2)
(e) (i) General Distribution Agreement between Registrant and
INVESCO Services, Inc. dated February 28, 1997.(2)
(ii) General Distribution Agreement between Registrant and
INVESCO Funds Group, Inc. dated May 15, 1997.(3)
(iii) General Distribution Agreement between Registrant and
INVESCO Distributors, Inc. dated September 30, 1997.(3)
(f) (i) Defined Benefit Deferred Compensation Plan for Non-
Interested Directors and Trustees.(2)
(ii) Amended Defined Benefit Deferred Compensation Plan
for Non-Interested Directors and Trustees.
(g) (i) Custody Agreement between Registrant and United Missouri
Bank of Kansas City, N.A. dated August 31, 1989.(4)
(h ) (i) Transfer Agency Agreement between Registrant and INVESCO
Funds Group, Inc. dated February 28, 1997.(2)
(ii ) Indemnification Agreement between INVESCO Capital
Management, L.P. and each of the Trustees of the
Registrant.(2)
(iii) Administrative Services Agreement between Registrant and
INVESCO Funds Group, Inc. dated February 28, 1997.(2)
(i) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will,
when sold, be legally issued, fully paid and
non-assessable.(4)
(j) Consent of Independent Accountants.
(k) Not applicable.
(l) Not applicable.
(m) Not Applicable.
<PAGE>
(n) (i) Financial Data Schedule for the year ended
Decembert 31, 1998 for the Treasurers Money Market
Reserve Fund.
(ii) Financial Data Schedule for the year ended
December 31, 1998 for the Treasurers Tax-Exempt
Reserve Fund.
(o) Not applicable.
(1)Previously filed on EDGAR with Post-Effective Amendment No. 16 to the
Registration Statement on April 23, 1996, and incorporated by reference
herein.
(2)Previously filed on EDGAR with Post-Effective Amendment No. 17 to the
Registration Statement on April 25, 1997, and incorporated by reference
herein.
(3)Previously filed on EDGAR with Post-Effective Amendment No. 18 to the
Registration Statement on February 27, 1998, and incorporated by reference
herein.
(4)Previously filed on EDGAR with Post-Effective Amendment No. 19 to the
Registration Statement on April 30, 1998, and incorporated by reference
herein.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
FUND
No person is presently controlled by or under common control with the Fund.
ITEM 25. INDEMNIFICATION
Indemnification provisions for officers, directors and employees of
Registrant are set forth in Article X of the Amended Bylaws and Article
Seventh (3) of the Articles of Restatement of the Articles of
Incorporation, and are hereby incorporated by reference. See Item
24(b)(1) and (2) above. Under these Articles, directors and officers will
be indemnified to the fullest extent permitted to directors by the
Maryland General Corporation Law, subject only to such limitations as may
be required by the Investment Company Act of 1940, as amended, and the
rules thereunder. Under the Investment Company Act of 1940, Fund
directors and officers cannot be protected against liability to the Fund
or its shareholders to which they would be subject because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties of their office. The Fund also maintains liability insurance
policies covering its directors and officers.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "The Fund and Its Management" in the Fund's Prospectus and in the
Statement of Additional Information for information regarding the business
of the investment adviser, ICM.
<PAGE>
Following are the names and principal occupations of each director and
officer of the investment adviser, ICM.
- --------------------------------------------------------------------------------
Position with
Name Adviser Principal Occupation and Company
Affiliation
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Edward C Mitchell, Jr. Chairman Chairman, Director
INVESCO Capital Management, Int.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Frank M. Bishop Chairman and Chairman, President and CEO
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Terrence J. Miller Officer & Deputy President and Director
Director INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Timothy J. Culler Officer & Chief Investment Officer/Vice
Director President/ Director
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A. D. Frazier Director Director
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Stephen A. Dana Director & Director and Vice President
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Thomas W. Norwood Director & Director and Vice President
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Donald B. Sallee Director & Director and Vice President
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Thomas L. Shields Director & Director and Vice President
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Luis A. Aguilar Officer Executive Vice President and
Asst. Sec.
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
David A. Hartley Officer Chief Financial Officer/Treasurer
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Julie A. Skaggs Officer General Counsel/Vice
President/Secretary
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Item 27. Principal Underwriters
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter the Fund
William J. Galvin, Jr. Sr. Vice
7800 E. Union Avenue President &
Denver, CO 80237 Assistant Secretary
Ronald L. Grooms Sr. Vice Treasurer,
7800 E. Union Avenue President Chief Fin'l
Denver, CO 80237 & Treasurer Officer, and
Chief Acctg.
Off.
<PAGE>
Richard W. Healey Sr. Vice
7800 E. Union Avenue President
Denver, CO 80237
Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
Judy P. Wiese Vice President
7800 E. Union Avenue & Assistant
Denver, CO 80237 Treasurer
Mark H. Williamson President, President,
7800 E. Union Avenue Chief Executive CEO & Director
Denver, CO 80237 Officer &
Director
(c) Not applicable.
Item 28. Location of Accounts and Records
Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and
State of Colorado, on the 1st day of March, 1999.
Attest: INVESCO Treasurers Series Trust
/s/ Glen A. Payne /s/ Mark H. Williamson
______________________________ __________________________________
Glen A. Payne, Secretary Mark H. Williamson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
/s/ Mark H. Williamson /s/ Lawrence H. Budner
_______________________________ _____________________________
Mark H. Williamson, President & Lawrence H. Budner, Trustee
Trustee (Chief Executive Officer)
/s/ Ronald L. Grooms /s/ John W. McIntyre
_______________________________ _____________________________
Ronald L. Grooms, Treasurer John W. McIntyre, Trustee
(Chief Financial and Accounting
Officer)
/s/ Victor L. Andrews /s/ Fred A. Deering
_______________________________ _____________________________
Victor L. Andrews, Trustee Fred A. Deering, Trustee
/s/ Bob R. Baker /s/ Larry Soll
_______________________________ _____________________________
Bob R. Baker, Trustee Larry Soll, Trustee
/s/ Charles W. Brady /s/ Kenneth T. King
_______________________________ _____________________________
Charles W. Brady, Trustee Kenneth T. King, Trustee
/s/ Wendy L. Gramm
_______________________________
Wendy L. Gramm, Trustee
By*_____________________________ By* /s/ Glen A. Payne
_________________________
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A.
Payne, and each of them, to execute this post-effective amendment to the
Registration Statement of the Registrant on behalf of the above-named
trustees and officers of the Registrant have been filed with the Securities
and Exchange Commission on April 12, 1990, September 16, 1991, May 27, 1992,
April 29, 1994, April 23, 1996 and February 27, 1998.
<PAGE>
Exhibit Index
Page in
Exhibit No. Registration Statement
- ------------- --------------------------
f(ii) 61
j 66
n(i) 67
n(ii) 68
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
As Amended Effective July 1, 1998
The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors and trustees of
the Funds who are not interested directors or trustees thereof as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent
Directors").
1. Eligibility
Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, for an aggregate of at least five years at the time of his/her Service
Termination Date (as defined in paragraph 2) will be entitled to receive
benefits under the Plan. An Independent Director's period of Eligible Service
commences on the date of election to the board of directors or trustees of any
one or more of the Funds ("Board"). Hereafter, references in this Plan to
Independent Directors shall be deemed to include only those Directors who have
met the Eligible Service requirement for Plan participation.
2. Service Termination and Service Termination Date
a. Service Termination. Service Termination means termination of
service (other than by disability or death) of an Independent Director which
results from the Director's having reached his/her Service Termination Date.
b. Service Termination Date. An Independent Director's Service
Termination Date is that date upon which he or she no longer serves as a
director. Mormally, an Independent Director's Service Termination Date will be
the last day of the calendar quarter in which such Director's seventy-second
birthday occurs. A majority of the Board of a Fund may annually extend a
Director's Service Termination Date for a maximum period of three years,
through the date not later than the last day of the calendar quarter in which
such Director's seventy-fifth birthday occurs.
As used in this Plan unless otherwise stipulated, Service Termination Date
shall mean the date upon which the Director no longer serves as a director.
3. Defined Payments and Benefit
a. Payments. If an Independent Director's Service Termination Date
occurs on a date not later than the last day of the calendar quarter in which
such Director's seventy-fourth birthday occurs, the Independent Director will
receive four quarterly payments during the first twelve months subsequent to
his/her Service Termination Date (the "First Year Retirement Payments"), with
<PAGE>
each payment to be equal to 25 percent of the sum of the annual basic retainer
and annualized quarterly Board meeting fees payable by each Fund to the
Independent Director on his/her Service Termination Date (excluding any fees
relating to attending or chairing committee meetings or other fees payable to an
Independent Director).
b. Benefit. Commencing with the first anniversary of the
Service Termination Date of any Independent Director who has received the
First Year Retirement Payments, and commencing as of the Service Termination
Date of an Independent Director whose Service Termination Date is subsequent to
the date of the last day of the calendar quarter in which such Director's
seventy-fourth birthday occurred, the Independent Director will receive, for
the remainder of his/her life, a benefit (the "Benefit"), payable quarterly,
with each quarterly payment to be equal to 12.50 percent of the sum of the
annual basic retainer and annualized quarterly Board meeting fees payable
by each Fund to the Independent Director on his/her Service Termination Date
(excluding any fees relating to attending or chairing committee meetings or
other fees payable to an Independent Director).
Example: As of July 1, 1998, the annual Benefit would be $34,000
(annual basic retainer of $56,000 plus annualized quarterly Board meeting fees
of $12,000 times 12.50 percent of the total each quarter: $56,000 + $12,000 =
$68,000 x .125 = $8,500 x 4 = $34,000). As of July 1, 1998, the vice chairman
of the Funds receives an aggregate annual retainer of $62,000. The vice
chairman's annual Benefit wold be $37,000. The annual Benefit may increase or
decrease in the future in accordance with changes in the Independent Director's
annual basic retainer and/or Board meeting fees.
c. Death Provisions. If an Independent Director's service as a
Director is terminated because of his/her death subsequent to the last day
of the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the designated beneficiary of the
Independent Director shall receive the First Year Retirement Payments and
shall, commencing with the quarter following the quarter in which the last
First Year Retirement Payment is made, receive the Benefit for a period of ten
years, with quarterly payments to be made to the designated beneficiary.
If an Independent Director's service as a Director is terminated
because of his/her death prior to the last day of the calendar quarter in which
such Director's seventy-second birthday occurs or subsequent to the last day
of the calendar quarter in which such Director's seventy-fourth birthday
occurred, the designated beneficiary of the Independent Director shall receive
the Benefit for a period of ten years, with quarterly payments to be made to
the designated beneficiary commencing in the first quarter following the
Director's death.
d. Disability Provisions. If an Independent Director's service as a
Director is terminated because of his/her disability subsequent to the last
day of the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment
is made, receive the Benefit for the remainder of his/her life, with quarterly
payments to be made to the disabled Independent Director. If the disabled
Independent Director should die before the First Year Retirement Payments are
completed and before forty quarterly Benefit payments are made, such
payments will continue to be made to the Independent Director's designated
beneficiary until the aggregate of the First Year Retirement Payments and
forty quarterly Benefit payments have been made to the disabled Independent
Director and the Director's designated beneficiary.
<PAGE>
If an Independent Director's service as a Director is terminated
because of his/her disability prior to the last day of the calendar quarter in
which such Director's seventy-second birthday occurs or subsequent to the last
day of the calendar quarter in which such Director's seventy-fourth birthday
occurred, the Independent Director shall receive the Benefit for the
remainder of his/her life, with quarterly payments to be made to the
disabled Independent Director commencing in the first quarter following
the Director's termination for disability. If the disabled Independent
Director should die before forty quarterly payments are made, payments
will continue to be made to the Independent Director's designated
beneficiary until the aggregate of forty quarterly payments has been made
to the disabled Independent Director and the Director's designated
beneficiary.
e. Death of Independent Director and Beneficiary. If, subsequent to
the death of the Independent Director, his/her designated beneficiary should die
before the First Year Retirement Payments and/or a total of forty quarterly
Benefit payments are made, the remaining value of the Independent Director's
First Year Retirement Payments and/or Benefit (which Benefit shall in no
event exceed the value of forty quarterly payments minus the number of payments
made) shall be determined as of the date of the death of the Independent
Director's designated beneficiary and shall be paid to the estate of the
designated beneficiary in one lump sum or in periodic payments, with the
determinations with respect to the value of the First Year Retirement Payments
and/or Benefit and the method and frequency of payment to be made by the
Committee (as defined in paragraph 8.a.) in its sole discretion.
4. Designated Beneficiary
The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee (or its designee as described on the form) before the Independent
Director's death. If no such beneficiary shall have been designated, or if
no designated beneficiary shall survive the Independent Director, the value
or remaining value of the Independent Director's First Year Retirement Payments
and/or Benefit (which Benefit shall in no event exceed the value of forty
quarterly payments minus the number of payments made) shall be determined as of
the date of the death of the Independent Director by the Committee and shall
be paid as promptly as possible in one lump sum to the Independent Director's
estate.
5. Disability
An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his/her responsibilities as such.
6. Time of Payment
The First Year Retirement Payments and/or the Benefit for each year will
be paid in quarterly installments that are as nearly equal as possible.
7. Payment of First Year Retirement Payments and/or Benefit: Allocation
of Costs
Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all accounting and legal fees and expenses and fees and
expenses of any Actuary. The obligations of each Fund to pay such First Year
<PAGE>
Retirement Payments and/or Benefit and expenses will not be secured or
funded in any manner, and such obligations will not have any preference over
the lawful claims of each Fund's creditors and shareholders. To the extent
that the First Year Retirement Payments and/or Benefit is paid by more than
one Fund, such costs and expenses will be allocated among such Funds in a
manner that is determined by the Committee to be fair and equitable under the
circumstances. To the extent that one or more of such Funds consist of one or
more separate portfolios, such costs and expenses allocated to any such Fund
will thereafter be allocated among such portfolios by the Board of the Fund in a
manner that is determined by such Board to be fair and equitable under the
circumstances.
8. Administration
a. The Committee. Any question involving entitlement to payments
under or the administration of the Plan will be referred to a four-person
committee (the "Committee") composed of three Independent Directors designated
by all of the Independent Directors of the Funds and one director of the Funds
who is not an Independent Director, designated by the non-Independent
Directors. Except as otherwise provided herein, the Committee will make all
interpretations and determinations necessary or desirable for the Plan's
administration, and such interpretations and determinations will be final
and conclusive. Committee members will be elected annually.
b. Powers of the Committee. The Committee will represent and act on
behalf of the Funds in respect of the Plan and, subject to the other provisions
of the Plan, the Committee may adopt, amend or repeal bylaws or other
regulations relating to the administration of the Plan, the conduct of the
Committee's affairs, its rights or powers, or the rights or powers of its
members. The Committee will report to the Independent Directors and to the
Boards of the Funds from time to time on its activities in respect of the Plan.
The Committee or persons designated by it will cause such records to be
kept as may be necessary for the administration of the Plan.
9. Miscellaneous Provisions
a. Rights Not Assignable. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other
such right in any heirs or the estate of any Independent Director.
b. Amendment, etc. The Committee, with the concurrence of the Board
of any Fund, may as to the specific Fund at any time amend or terminate the
Plan or waive any provision of the Plan; provided, however, that subject
to the limitations imposed by paragraph 7, no amendment, termination or
waiver will impair the rights of an Independent Director to receive the payments
which would have been made to such Independent Director had there been no such
amendment, termination, or waiver.
c. No Right to Reelection. Nothing in the Plan will create any
obligation on the part of the Board of any Fund to nominate any Independent
Director for reelection.
d. Consulting. Subsequent to his/her Service Termination Date, an
Independent Director may render such services for any Fund, for such
compensation, as may be agreed upon from time to time by such Independent
Director and the Board of the Fund which desires to procure such services.
e. Effectiveness. The Plan will be effective for all Independent
Directors who have Service Termination Dates occurring on and after
October 20, 1993. Periods of Eligible Service shall include periods
commencing prior and subsequent to such date. Upon its adoption by the Board
of a Fund, the Plan will become effective as to that Fund on the date when the
Committee determines that any regulatory approval or advice that may be
necessary or appropriate in connection with the Plan have been obtained.
Adopted October 20, 1993.
Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996.
Amended May 14, 1998, effective July 14, 1998.
<PAGE>
SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
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 International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Multiple Asset Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Strategic Portfolios, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
INVESCO Treasurer's Series Trust
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. 20 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 29, 1999, relating to the financial
statements and financial highlights appearing in the December 31, 1998 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 heading "Independent Accountants" in the Statement of Additional
Information.
PricewaterhouseCoopers LLP
Denver, Colorado
February 26, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000828806
<NAME> INVESCO TREASURER'S SERIES TRUST
<SERIES>
<NUMBER> 1
<NAME> INVESCO MONEY MARKET RESERVE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 34,611,990
<INVESTMENTS-AT-VALUE> 34,611,990
<RECEIVABLES> 2,671,439
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,283,429
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,047,000
<TOTAL-LIABILITIES> 3,047,000
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 34,236,429
<SHARES-COMMON-STOCK> 34,236,429
<SHARES-COMMON-PRIOR> 67,145,951
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 34,236,429
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,153,478
<OTHER-INCOME> 0
<EXPENSES-NET> 141,183
<NET-INVESTMENT-INCOME> 3,012,295
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,012,295
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 484,696,941
<NUMBER-OF-SHARES-REDEEMED> 520,584,938
<SHARES-REINVESTED> 2,978,475
<NET-CHANGE-IN-ASSETS> (32,909,522)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 141,183
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 141,183
<AVERAGE-NET-ASSETS> 56,338,043
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0.00
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000828806
<NAME> INVESCO TREASURER'S SERIES TRUST
<SERIES>
<NUMBER> 2
<NAME> INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 42,084,177
<INVESTMENTS-AT-VALUE> 42,084,177
<RECEIVABLES> 153,515
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 41,999
<TOTAL-ASSETS> 42,279,691
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,572,220
<TOTAL-LIABILITIES> 5,572,220
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36,707,471
<SHARES-COMMON-STOCK> 36,707,471
<SHARES-COMMON-PRIOR> 22,084,225
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 36,707,471
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,160,926
<OTHER-INCOME> 0
<EXPENSES-NET> 79,720
<NET-INVESTMENT-INCOME> 1,081,206
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,081,206
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 72,911,901
<NUMBER-OF-SHARES-REDEEMED> 59,361,188
<SHARES-REINVESTED> 1,072,533
<NET-CHANGE-IN-ASSETS> 14,623,246
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 79,720
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 79,720
<AVERAGE-NET-ASSETS> 31,996,264
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.00
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</TABLE>
