As filed on July 28, 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
Pre-Effective Amendment No.
Post-Effective Amendment No. 23 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 27 X
INVESCO TREASURER'S SERIES FUNDS, INC.
(formerly, 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: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
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Copies to:
Ronald M. Feiman
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820
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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 September 27, 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 104
Exhibit index is located at page 66
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PROSPECTUS | September 30, 1999
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YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
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INVESCO TREASURER'S SERIES FUNDS, INC.
(formerly, INVESCO Treasurer's Series Trust)
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
Two 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.
TABLE OF CONTENTS
Investment Goals And Strategies................3
Fund Performance...............................4
Fees And Expenses..............................5
Investment Risks...............................5
Risks Associated With Particular Investments...6
Fund Management................................7
Portfolio Managers.............................8
Potential Rewards..............................8
Share Price....................................8
How To Buy Shares..............................9
Your Account Services.........................10
How To Sell Shares............................11
Dividends And Taxes...........................13
Financial Highlights..........................14
An investment in either of the Funds is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental 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, the Commission has not determined if this
Prospectus is truthful or complete. Anyone who tells you otherwise is committing
a federal crime.
<PAGE>
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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[KEY ICON]
INVESTMENT GOALS AND STRATEGIES
FACTORS COMMON TO BOTH FUNDS
INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Funds.
Together with our affiliated companies, we at INVESCO direct all aspects of the
management and sale of the Funds.
FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.
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 each Fund's portfolio
is 90 days or less.
The Funds are not intended for investors seeking capital appreciation. While not
intended as a complete investment program, either of these Funds may be a
valuable element of your investment portfolio.
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
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.
[ARROW ICON]
An investment in either of the Funds is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental 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 of the Funds.
[KEY ICON]
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
The Fund invests primarily in short-term securities issued by large creditworthy
corporations, bank and finance companies, and debt securities issued by the U.S.
<PAGE>
government. These securities include corporate debt securities, bank
obligations, short-term commercial paper, U.S. government debt, and repurchase
agreements.
[KEY ICON]
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
The Fund invests primarily 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 seek 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.
[GRAPH ICON]
FUND PERFORMANCE
The bar charts below show each Fund's actual yearly performance for the years
ended December 31 (commonly known as its "total return") over the past decade.
The table below shows average annual returns for various periods ended December
31, 1998 for each Fund. To obtain a Fund's current 7-day yield information,
please call INVESCO at 1-800-525-8085. 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.(1)
TREASURER'S MONEY MARKET FUND TREASURER'S TAX-EXEMPT RESERVE FUND
ACTUAL ANNUAL TOTAL RETURN(1)(2) ACTUAL ANNUAL TOTAL RETURN(1)(2)
The bar chart shows the Treasurer's The bar chart shows the Treasurer's
Money Market Fund's actual yearly Tax-Exempt Reserve Fund's actual
performance for the years ended yearly performance for the years
December 31. ended December 31.
Best calendar qtr. 6/89 2.43% Best calendar qtr. 6/89 1.70%
Worst calendar qtr. 3/93 0.70% Worst calendar qtr. 3/93 0.51%
<PAGE>
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/98.
1 year 5 years 10 years
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Treasurer's Money Market Reserve Fund 5.46% 5.24% 5.65%
Treasurer's Tax-Exempt Reserve Fund 3.49% 3.48% 3.96%
(1)Total return figures include reinvested dividends and include the effect of
each Fund's expenses
(2)Year-to-date return for Treasurer's Money Market Reserve Fund and Treasurer's
Tax-Exempt Reserve Fund was ___% and ___%, respectively, for the quarter ended
August 31, 1999.
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
Treasurer's Money Market Reserve Fund
Management Fees(1) 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses(2) 0.00
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Total Annual Fund Operating Expenses (2) 0.25%
Treasurer's Tax-Exempt Reserve Fund
Management Fees(1) 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses(2) 0.00%
----
Total Annual Fund Operating Expenses (2) 0.25%
(1) Pursuant to the Company's investment advisory agreement, the Company's
investment adviser is responsible for the payment of all of the Company's
expenses other than payment of advisory fees, taxes, interest and brokerage
commission.
(2) Annualized
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 $80 $141 $318
Treasurer's Tax-Exempt Reserve Fund $25 $80 $141 $318
<PAGE>
[ARROW ICON]
INVESTMENT RISKS
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.
[ARROW ICON]
RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS
You should consider the special factors associated with the policies discussed
below in determiningg the appropriateness of investing in a Fund. See the
Statement of Additional Information for a discussion of additional risk factors.
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
<PAGE>
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, bonds and commercial paper.
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 the transaction will not fulfill its contractual
obligation to complete the transaction with a Fund.
[INVESCO ICON]
FUND MANAGEMENT
THE INVESTMENT ADVISER
INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $___ BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.
INVESCO, located at 7800 E. Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $22.7 billion
for more than 916,165 shareholders of 10 INVESCO mutual funds consisting of 50
separate portfolios. INVESCO performs a wide variety of other services for the
Funds, including administrative and transfer agency functions (the processing of
purchases, sales and exchanges of Fund shares). Prior to June 1, 1999, INVESCO
Capital Management, Inc. ("ICM"), located at 1315 Peachtree Street, N.E.,
Atlanta, Georgia, was the investment adviser of the Funds.
A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc. ("IDI") is the
Funds' distributor and is responsible for the sale of the Funds' shares.
INVESCO, ICM and IDI are subsidiaries of AMVESCAP PLC.
The following table shows the fees the Funds paid to ICM for its advisory
services for the period ended May 31, 1999:
ADVISORY FEE AS A PERCENTAGE
OF AVERAGE ANNUAL
NET ASSETS UNDER MANAGEMENT
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Treasurer's Money Market Reserve Fund 0.25%*
Treasurer's Tax-Exempt Reserve Fund 0.25%*
*Annualized
<PAGE>
[INVESCO ICON]
PORTFOLIO MANAGERS
The following individuals are primarily responsible for the day-to-day
management of each Fund's portfolio holdings:
RICHARD R. HINDERLIE is the porfolio manager of Treasurer's Money Market Reserve
Fund and a vice president of INVESCO. Before joining INVESCO in 1993, he was
with Bank Western. Dick received his M.B.A. from Arizona State University and
his B.A. in Economics from Pacific Lutheren University.
INGEBORG S. COSBY is the portfolio manager of Treasurer's Tax-Exempt Reserve
Fund and a vice president of INVESCO where she has had progressively more
responsible investment professional positions since joining INVESCO in 1985.
Before joining INVESCO, Inge was a portfolio manager assistant at First
Affiliated Securities, Inc.
[INVESCO ICON]
POTENTIAL REWARDS
NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR LONG-TERM CAPITAL GROWTH PURPOSES.
The Funds offer shareholders the 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 securities. 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.
o are seeking federally tax-exempt income (Treasurer's Tax-Exempt Reserve Fund
only).
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).
[INVESCO ICON]
SHARE PRICE
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 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. Eastern 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 U.S.
<PAGE>
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 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.
[INVESCO ICON]
HOW TO BUY SHARES
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.
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 either 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 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.
<PAGE>
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, if it is in the best interests of the Fund and
its shareholders. Notice of all such modifications or terminations 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.
<TABLE>
<CAPTION>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
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<S> <C> <C>
BY CHECK, ACH OR WIRE $100,000; $5,000 minimum for If you pay by check, ACH or
Mail checks to: each subsequent investment. wire and your funds do not
INVESCO Funds Group, Inc., clear, you will be responsible
P.O. Box 173706, for any related loss to any
Denver, CO 80217-3706. Fund or INVESCO. If you are
You may send us a check by already an INVESCO funds share
overnight courier to holder, the Fund may seek
7800 E. Union Ave. reimburse ment for any loss
Denver, CO 80237 from your existing account(s).
Or you may
purchase shares by bank wire or
ACH (call INVESCO for
instructions).
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BY EXCHANGE $100,000 to open a new See "Exchange Policy."
Between two INVESCO funds. Call account; $5,000 to purchase
1-800-525-8085 for prospectuses additional shares for an
of other INVESCO funds. existing account.
Exchanges may be made in
writing, by phone
or at our Web site at
www.invesco.com.
</TABLE>
[INVESCO ICON]
YOUR ACCOUNT SERVICES
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 do not issue share certificates.
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.
CHECKWRITING. You may redeem shares of a Fund by check. We will provide
personalized checks at no charge within 30 days of your account opening. Checks
may be made payable to any party in any amount of $2,500 or more. Shares of the
Fund will be redeemed to cover payment of the check. INVESCO reserves the right
<PAGE>
to institute a charge for this service upon notice to all shareholders. Further
information about this option may be obtained from INVESCO.
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
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 retirement plan or account.
[INVESCO ICON]
HOW TO SELL SHARES
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 the NYSE, or during an emergency as defined by the
Securities and Exchange Commission. If your INVESCO fund shares 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 a 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
directors 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
<PAGE>
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 directors of the Funds. Shareholders receiving such securities are
likely to incur brokerage costs on their subsequent sales of such securities. To
date, the Company has always paid for redeemed shares in cash.
<TABLE>
<CAPTION>
METHOD MINIMUM REDEMPTION PLEASE REMEMBER
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<S> <C> <C>
BY TELEPHONE Any amount. INVESCO's telephone redemption
Call us toll-free at privileges may be modified or
1-800-525-8085. terminated in the future at
INVESCO's discretion.
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IN WRITING Any amount. The redemption request must be
Mail your request to INVESCO signed by all registered
Funds Group, Inc., P.O. Box account owners. Payment will be
173706, Denver, CO 80217-3706. mailed to your address as it
You may also send your request appears on INVESCO's records,
by overnight courier to 7800 E. or to a bank designated by you
Union Ave., Denver, CO 80237 in writing.
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BY CHECK $2,500 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 Any amount. See "Exchange Policy."
Between two INVESCO funds. Call
1-800-525-8085 for prospectuses
of other INVESCO funds.
Exchanges may be made in
writing, 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.
-------------------------------------------------------------------------------------------------
PAYMENT TO THIRD PARTY Any amount. All registered account owners
Mail your request to INVESCO must sign the request, with
Funds Group, Inc., P.O. Box signature guarantees from an
173706 Denver, CO 80217-3706. eligible guarantor financial
institution, such as a
commercial bank or a recognized
national or regional securities
firm.
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[INVESCO ICON]
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 Treasurer's 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 Treasurer's
Tax-Exempt Reserve Fund are expected to be exempt from federal income taxes, but
there is no assurance that this will be the case. For the period ended May 31,
1999, 93.31% of the dividends declared by this Fund were exempt from federal
income taxes. There is no assurance that this will be the case in future years.
Dividends that you receive from the Treasurer's Tax-Exempt Reserve Fund 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.
<PAGE>
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 1999 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>
PERIOD
ENDED YEAR ENDED DECEMBER 31
---------------------------------------------------------------
May 31,
1999(1) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
TREASURER'S MONEY MARKET
RESERVE FUND
PER SHARE DATA
Net Asset Value --
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS
FROM INVESTMENT
OPERATIONS
Net Investment Income Earned
and Distributed to Shareholders 0.02 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 $1.00
=================================================================================================
TOTAL RETURN 1.90(2) 5.46% 5.48% 5.30% 5.82% 4.13%
RATIOS
Net Assets -- End of Period
($000 Omitted) $52,396 $34,236 $67,146 $113,281 $141,885 $93,131
Ratio of Expenses to Average
Net Assets 0.25%(3) 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income to
Average Net Assets 4.78%(3) 5.35% 5.32% 5.17% 5.71% 4.02%
</TABLE>
(1) From January 1, 1999 to May 31, 1999, the Funds' current fiscal year end.
(2) Based on operations for the period shown and, accordingly, is not
representative of a full year.
(3) Annualized.
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
PERIOD
ENDED YEAR DECEMBER 31
---------------------------------------------------------------
May 31,
1999(1) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
TREASURER'S TAX-EXEMPT
RESERVE FUND
PER SHARE DATA
Net Asset Value --
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS
FROM INVESTMENT
OPERATIONS
Net Investment Income Earned
and Distributed to Shareholders 0.01 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 $1.00
=================================================================================================
TOTAL RETURN
RATIOS 1.16%(2) 3.49% 3.74% 3.45% 3.90% 2.81%
Net Assets -- End of Period
($000 Omitted) $30,374 $36,707 $22,084 $23,386 $21,928 $19,716
Ratio of Expenses to Average
Net Assets 0.25%(3) 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income
to Average Net Assets 2.92%(3) 3.38% 3.68% 3.40% 3.86% 2.69%
</TABLE>
(1) From January 1, 1999 to May 31, 1999, the Fund's current fiscal year end.
(2) Based on operations for the period shown and accordingly, is not
representative of a full year.
(3) Annualized.
<PAGE>
September 30, 1999
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
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 September 30, 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 report may be
accessed through the SEC Web site at www.sec.gov.
To obtain a free copy of the current Prospectus, 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
3003 East Third Avenue, Suite 1
Denver Tech Center
7800 East Union Avenue
811-5460
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INVESCO Treasurer's Series Funds, Inc.
(formerly, 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
September 30, 1999
- --------------------------------------------------------------------------------
A Prospectus for INVESCO Treasurer's Money Market Reserve and INVESCO
Treasurer's Tax-Exempt Reserve Funds dated September 30, 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 semiannual reports by writing to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, CO 80217-3706 , or by calling
1-800-525-8085.
<PAGE>
TABLE OF CONTENTS
The Company...................................................................19
Investments, Policies and Risks...............................................19
Investment Restrictions and Strategies........................................24
Management of the Funds.......................................................27
Other Service Providers.......................................................45
Brokerage Allocation and Other Practices......................................45
Capital Stock.................................................................46
Tax Consequences of Owning Shares of a Fund...................................47
Performance...................................................................48
Financial Statements..........................................................51
Appendix A....................................................................52
<PAGE>
THE COMPANY
The Company was incorporated as INVESCO Treasurer's Series Funds, Inc. on March
17, 1999, under the laws of Maryland. On May 28, 1999, the Company assumed all
of the assets and liabilities of INVESCO Treasurer's Series Trust, which was
organized under the laws of the Commonwealth of Massachusetts as a Massachusetts
business trust on January 27, 1988.
The Company is an open-end, diversified, no-load management investment company
currently consisting of two portfolios of investments: INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund (the
"Funds"). Additional funds may be offered in the future.
"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 directors, 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
Treasurer's 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 Standard & Poor's ("S&P") and Moody's
Investor Services, Inc. ("Moody's"), in one of the two highest rating categories
(AAA or AA by S&P or Aaa or Aa by Moody's), or where the obligation is rated
only by S&P or Moody's, and not by any other NRSRO, such obligation is rated AAA
<PAGE>
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
directors. The Fund limits investments in foreign bank obligations to U.S.
dollar denominated obligations of foreign banks which have assets of at least
$10 billion, have branches or agencies in the U.S., and meet other criteria
established by the board of directors. 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 -- Treasurer's 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 --
Treasurer's 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
<PAGE>
criteria established by the board of directors. Investments in foreign
securities involve special considerations. There is generally less publicly
available information about foreign issuers since many foreign countries do not
have the same disclosure and reporting requirements as are imposed by the U.S.
securities laws. Moreover, foreign issuers are generally not bound by uniform
accounting and auditing and financial reporting requirements and standards of
practice comparable to those applicable to domestic issuers. Such investments
may also entail the risks of possible imposition of dividend withholding or
confiscatory taxes, possible currency blockage or transfer restrictions,
expropriation, nationalization or other adverse political or economic
developments, and the difficulty of enforcing obligations in other countries.
The 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
Treasurer's 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
<PAGE>
subject an investor to liability under the AMT depending on its particular
situation. This Fund, however, will not invest more than 20% of its net assets
in obligations the interest from which gives rise to a preference item for the
purpose of the AMT and in other investments subject to federal income tax.
Distributions from this Fund may be subject to state and local taxes.
Municipal bonds purchased by the 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.
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
<PAGE>
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.
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 Treasurer's 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 directors 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
Funds Group, Inc. ("INVESCO") as investment adviser of the Funds, will monitor
the creditworthiness of such entities in accordance with procedures adopted and
monitored by the board of directors. The Funds will enter into repurchase
agreements whenever, in the opinion of INVESCO, 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. A Fund will not purchase any such security if the purchase would
cause the Fund to invest more than 10% of its net 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
<PAGE>
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 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 Company 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 U.S. government securities.
PORTFOLIO SECURITIES LOANS -- The Company, on behalf of each of the Funds, may
lend limited amounts of its portfolio securities (not to exceed 33 1/3% of a
Fund's total assets). 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 directors. It is expected that
the Company, 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 Company may share some of the income from these
investments with the borrower. See "Portfolio Securities Loans" at Appendix A to
this SAI.
INVESTMENT RESTRICTIONS 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 elimination of any
security from a Fund.
<PAGE>
The following restrictions are fundamental policies and may not be changed with
respect to a Fund without prior approval of a majority of the outstanding voting
securities of that Fund, as defined in the 1940 Act. Each Fund, unless otherwise
indicated, may not:
1. purchase the securities of any issuer (other than securities
issued or guraranteed by the U.S. government or any of its
agencies or instrumentalities, municipal securities or securities
issued or guaranteed by domestic banks, including U.S. branches of
foreign banks and foreign branches of U.S. banks) if, as a result,
more than 25% of the Fund's total assets would be invested in the
securities of companies whose principal business activities are in
the same industry;
2. except to the extent permitted under Rule 2a-7 of the 1940 Act, or
any successor rule thereto, purchase the securities of any issuer
(other than securities issued or guaranteed by the U.S. government
or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of
the Fund's total assets would be invested in the securities of
that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer;
3. underwrite securities of other issuers, except insofar as it may
be deemed to be an underwriter under the Securities Act of 1933,
as amended, in connection with the disposition of the Fund's
portfolio securities;
4. borrow money, except that the Fund may borrow money in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings);
5. issue senior securities, except as permitted under the 1940 Act;
6. lend any security or make any loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to
repurchase agreements;
7. purchase or sell physical commodities; however, this policy shall
not prevent the Fund from purchasing and selling foreign currency,
futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments; or
8. purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the Fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the
real estate business).
9. Each Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities
of a single open-end management investment company managed by
INVESCO Funds Group, Inc. or an affiliate or a successor thereof,
<PAGE>
with substantially the same fundamental investment objective,
policies and limitations as the Fund.
In addition, each Fund has the following non-fundamental policies,
which may be changed without shareholder approval
A. The Fund may not sell securities short (unless it owns or has the
right to obtain securities equivalent in kind and amount to the
securities sold short) or purchase securities on margin, except that
(i) this policy does not prevent the Fund from entering into short
positions in foreign currency, futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial
instruments, (ii) the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and (iii) the Fund may
make margin payments in connection with futures contracts, options,
forward contracts, swaps, caps, floors, collars and other financial
instruments.
B. The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO Funds Group, Inc. or
an affiliate or a successor thereof for temporary or emergency purposes
(not for leveraging or investing) or by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements will be
treated as borrowings for purposes of fundamental limitation (4)).
C. The Fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the
prices at which they are valued.
D. The Fund may invest in securities issued by other investment
companies to the extent that such investments are consistent with the
Fund's investment objective and policies and permissible under the 1940
Act.
E. With respect to fundamental limitation (1), domestic and foreign
banking will be considered to be different industries.
In addition, with respect to a Fund that may invest in municipal
obligations, the following non-fundamental policy applies, which may be
changed without shareholder approval:
Each state (including the District of Columbia and Puerto Rico),
territory and possession of the United States, each political
subdivision, agency, instrumentality and authority thereof, and each
multi-state agency of which a state is a member is a separate "issuer."
When the assets and revenues of an agency, authority, instrumentality
or other political subdivision are separate from the government
creating the subdivision and the security is backed only by assets and
revenues of the subdivision, such subdivision would be deemed to be the
sole issuer. Similarly, in the case of an Industrial Development Bond
or Private Activity Bond, if that bond is backed only by the assets and
revenues of the non-governmental user, then that non-governmental user
would be deemed to be the sole issuer.
<PAGE>
MANAGEMENT OF THE FUNDS
THE INVESTMENT ADVISER
INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") located at 7800
East Union Avenue, Denver, Colorado, is the Company's adviser. INVESCO was
founded in 1932 and serves as investment adviser to:
INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO
Flexible Funds, Inc.)
INVESCO International Funds, Inc.
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 Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.
As of May 31, 1999, INVESCO managed 10 mutual funds having combined assets of
$22.7 billion, consisting of 50 separate portfolios, on behalf of more than
916,165 shareholders.
Prior to June 1, 1999, INVESCO Capital Management, Inc. ("ICM") was investment
adviser to the Funds.
INVESCO and ICM are indirect, wholly-owned subsidiaries of 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 $281 billion in assets under management on March 31, 1999.
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.
<PAGE>
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.
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. ITC accepts contributions and provides, through
INVESCO, complete transfer agency function: correspondence,
sub-accounting, telephone, communications and processing of distributions.
INVESCO Capital Management, Inc., Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations, state and local governments and
endowment funds.
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.
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.
<PAGE>
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
INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated June 1, 1999 (the "Agreement") with the Company.
The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with each Fund's investment policies. INVESCO may
directly manage a Fund itself, or may hire a sub-adviser, which may be an
affiliate of INVESCO, to do so. Specifically, INVESCO 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 Company'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 Company'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 directors of the Company, 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 a 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.
INVESCO performs all of the following services for the Funds:
o administrative
o internal accounting (including computation of net asset value)
<PAGE>
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 Company 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 INVESCO (or ICM prior to June 1, 1999) are borne by the
Funds. As compensation for its advisory services to the Company, INVESCO
receives a monthly fee from each Fund. The fee is calculated at the annual rate
of 0.25% of each Fund's average net assets.
<PAGE>
During the period January 1, 1999 through May 31, 1999 and the fiscal years
ended December 31, 1998 and 1997, the Funds paid ICM advisory fees in the dollar
amounts shown below.
May 31 December 31
1999 1998 1997
---- ---- ----
Treasurer's Money $44,330 $141,183 $256,934
Market Reserve Fund
Treasurer's Tax-Exempt $36,935 $ 79,720 $ 49,547
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.
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.
INVESCO, pursuant to the terms of the Advisory Agreement, will not charge the
Funds any fees under this Administrative Services Agreement. However, this
commitment may be changed following consultation with the board of directors.
The Funds themselves paid no administrative services fees to INVESCO; those
expenses were paid by ICM pursuant to its Advisory Agreement with the Company.
TRANSFER AGENCY AGREEMENT
INVESCO also performs transfer agent, dividend disbursing agent, and registrar
services for the Funds pursuant to a Transfer Agency Agreement.
The Transfer Agency Agreement provides that INVESCO, pursuant to the terms of
the Advisory Agreement, will not charge the Funds any fees under this Transfer
Agency Agreement. However, this commitment may be changed following consultation
with the board of directors. The Funds themselves paid no transfer agency fees
to INVESCO; those expenses were paid by ICM pursuant to its Advisory Agreement
with the Company.
<PAGE>
DIRECTORS AND OFFICERS OF THE COMPANY
The overall direction and supervision of the Company come from the board of
directors. The board of directors 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 directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.
The Company 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 Company, and to review legal
and operational matters which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.
The Company has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar and other brokerage transactions by the
Funds, and to review policies and procedures of the Funds' adviser with respect
to brokerage transactions. It reports on these matters to the Company's board of
directors.
The Company 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 Company's board of directors. It reports on these matters to the Company's
board of directors.
The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company or
the Funds 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 directors of the Company hold comparable positions with
the following funds, which, with the Company, 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 International Funds, Inc.
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.)
<PAGE>
INVESCO Tax-Free Income Funds, Inc.
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Company)
INVESCO Variable Investment Funds, Inc.
The table below provides information about each of the Company's directors and
officers. Unless otherwise indicated, the address of the directors and officers
is P.O. Box 173706, Denver, CO 80217-3706 . Their affiliations represent their
principal occupations.
<TABLE>
<CAPTION>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
<S> <C> <C>
Charles W. Brady *+ Director and Chairman Chairman of the Board of INVESCO
1315 Peachtree St., N.E. of the Board Global Health Sciences Fund; Chief
Atlanta, Georgia Executive Officer and Director
Age: 64 of AMVESCAP PLC, London, England
and various subsidiaries of
AMVESCAP PLC.
Fred A. Deering +# Director and Vice Chairman of Trustee of INVESCO Glo bal Health
Security Life Center the Board Sciences Fund; formerly, Chairman
1290 Broadway of the Executive Committee and
Denver, Colorado Chairman of the Board of Security Life
Age: 71 of Denver Insurance Company; Director
of ING American Holdings Company
and First ING Life Insurance Company
of New York.
<PAGE>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Mark H. Williamson *+ President, Chief Executive President, Chief Execu tive
7800 E. Union Avenue Officer and Director Officer and Director of INVESCO
Denver, Colorado Distributors, Inc.; President,
Age: 48 Chief Executive Officer and
Director of INVESCO Funds Group,
Inc.; President, Chief Operating
Officer and Trustee of INVESCO
Global Health Sciences Fund;
formerly, Chairman and Chief
Executive Officer of Nations Banc
Advisors, Inc.; formerly, Chairman
of NationsBanc Investments, Inc.
Victor L. Andrews, Ph.D.**! Director Professor Emeritus, Chair man
34 Seawatch Drive Emeritus and Chair man of the CFO
Savannah, Georgia Roundtable of the Department of
Age: 69 Finance of 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>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Bob R. Baker +** Director President and Chief Exec utive
AMC Cancer Research Officer of AMC Cancer Research
Center Center, Denver, Colorado, since
1600 Pierce Street January 1989; until mid-December
Denver, Colorado 1988, Vice Chairman of the
Age: 62 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 # @ Director Trust Consultant; prior to June
7608 Glen Albens Circle 30, 1987, Senior Vice President
Dallas, Texas and Senior Trust Officer of
Age: 69 InterFirst Bank, Dallas, Texas.
<PAGE>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Wendy L. Gramm, Ph.D**! Director Self-employed (since 1993);
4201 Yuma Street, N.W. Professor of Economics and Public
Washington, DC Administration, University of
Age: 54 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 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>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Kenneth T. King +#@ Director Retired. Formerly, Chair man of
4080 North Circulo the Board of The Capitol Life
Manzanillo Insurance Company, Providence
Tucson, Arizona Washington Insurance Company and
Age: 73 Director 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 + #@ Director Retired. Formerly, Vice Chairman
7 Piedmont Center of the Board of Directors of the
Suite 100 Citizens and Southern Corporation
Atlanta, Georgia and Chairman of the Board and
Age: 68 Chief Executive Officer of the
Citizens and Southern Georgia
Corp. and the Citizens and
Southern National Bank; Trustee of
INVESCO Glo bal Health Sciences
Fund, Gables Residential Trust,
Employee's Retirement System of
GA, Emory University and J.M. Tull
Charitable Foundation; Director of
Kaiser Foun dation Health Plans of
Georgia, Inc.
<PAGE>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Larry Soll, Ph.D.!** Director Retired. Formerly, Chair man of
345 Poorman Road the Board (1987 to 1994), Chief
Boulder, Colorado Executive Officer (1982 to 1989
Age: 57 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 INVESCO
Denver, Colorado Funds Group, Inc.; Senior Vice
Age: 51 President, Secretary and General
Counsel of INVESCO Distributors,
Inc.; Secretary, INVESCO Global
Health Sciences Fund; formerly,
General Counsel of INVESCO Trust
Company (1989 to 1998); formerly,
employee of a U.S. regulatory
agency, Washington, D.C. (1973 to
1989).
<PAGE>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Ronald L. Grooms Chief Accounting Officer, Senior Vice President and
7800 E. Union Avenue Chief Financial Officer and Treasurer of INVESCO Funds Group,
Denver, Colorado Treasurer Inc.; Senior Vice President and
Age: 52 Treasurer of INVESCO Dis-
tributors, Inc.; Treasurer,
Principal Financial and Accounting
Officer of INVESCO Global Health
Sciences Fund; formerly, Senior
Vice President and Treasurer of
INVESCO Trust Company (1988 to
1998).
William J. Galvin, Jr. Assistant Secretary Senior Vice President of INVESCO
7800 E. Union Avenue Funds Group, Inc.; Senior Vice
Denver, Colorado President of INVESCO Distributors,
Age: 42 Inc.; formerly, Trust Officer of
INVESCO Trust Company.
Pamela J. Piro Assistant Treasurer Vice President of INVESCO Funds
7800 E. Union Avenue Group, Inc.; formerly, Assistant
Denver, Colorado Vice President (1996 to 1997),
Age: 38 Director - Portfolio Accounting
(1994 to 1996), Portfolio Account
ing Manager (1993 to 1994) and
Assistant Accounting Manager (1990
to 1993).
Alan I. Watson Assistant Secretary Vice President of INVESCO Funds
7800 E. Union Avenue Group, Inc.; formerly, Trust
Denver, Colorado Officer of INVESCO Trust Company.
Age: 57
<PAGE>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND AGE COMPANY DURING PAST FIVE YEARS
- ---------------------- ------------------ ----------------------
Judy P. Wiese Assistant Treasurer Vice President of INVESCO Funds
7800 E. Union Avenue Group, Inc.; formerly, Trust
Denver, Colorado Officer of INVESCO Trust Company.
Age: 51
</TABLE>
# Member of the audit committee of the Company.
+ Member of the executive committee of the Company. On occasion, the
executive committee acts upon the current and ordinary business of the
Company between meetings of the board of directors. Except for certain
powers which, under applicable law, may only be exercised by the full board
of directors, the executive committee may exercise all powers and authority
of the board of directors in the management of the business of the Company.
All decisions are subsequently submitted for ratification by the board of
directors.
* These directors are "interested persons" of the Company as defined in the
1940 Act.
** Member of the management liaison committee of the Company.
@ Member of the soft dollar brokerage committee of the Company.
! Member of the derivatives committee of the Company.
The following table shows the compensation paid by the Company to its
Independent Directors for services rendered in their capacities as directors of
the Company; the benefits accrued as Company expenses with respect to the
Defined Benefit Deferred Compensation Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the period ended May 31, 1999.
<PAGE>
In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these directors for services rendered in their capacities
as directors during the year ended December 31, 1998. As of December 31, 1998,
there were 16 funds in the INVESCO Complex.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NAME OF PERSON AND AGGREGATE COMPEN- BENEFITS ACCRUED AS ESTIMATED ANNUAL TOTAL COMPENSATION
POSITION SATION FROM COMPANY1 PART OF COMPANY BENEFITS UPON FROM INVESCO COMPLEX
EXPENSES2 RETIREMENT3 PAID TO DIRECTORS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering, Vice $1,062 227 153 $103,700
Chairman of the Board
- --------------------------------------------------------------------------------------------------------------------
Victor L. Andrews $1,053 217 169 80,350
- --------------------------------------------------------------------------------------------------------------------
Bob R. Baker 1,053 194 226 84,000
- --------------------------------------------------------------------------------------------------------------------
Lawrence H. Bud ner 1,052 217 169 79,350
- --------------------------------------------------------------------------------------------------------------------
Daniel D. Chabris4 0 222 139 70,000
- --------------------------------------------------------------------------------------------------------------------
Wendy Gramm 1,050 0 0 79,000
- --------------------------------------------------------------------------------------------------------------------
Kenneth T. King 1,060 231 139 77,050
- --------------------------------------------------------------------------------------------------------------------
John W. McIntyre 1,065 0 0 98,500
- --------------------------------------------------------------------------------------------------------------------
Larry Soll 1,050 0 0 96,000
- --------------------------------------------------------------------------------------------------------------------
Total 8,445 1,308 985 767,950
- --------------------------------------------------------------------------------------------------------------------
% of Net Assets 0.0094%5 0.0015%5 0.0035%6
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
1 The vice chairman of the board, the chairmen of the Funds' committees who are
Independent Directors, and the members of the Funds' committees who are
Independent Directors each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Directors.
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 directors.
3 These amounts represent the Company's share of the estimated annual benefits
payable by the INVESCO Complex upon the directors' retirement, calculated
using the current method of allocating director compensation among the INVESCO
Complex. These estimated benefits assume retirement at age 72 and further
asume that the basic retainer payable to the directors will be adjusted
periodically for inflation, for increases in the number of funds in the
INVESCO Complex, and for other reasons during the period in which retirement
benefits are accrued on behalf of the respective directors. This results in
<PAGE>
lower estimated benefits for directors who are closer to retirement and higher
estimated benefits for directors who are further from retirement. With the
exception of Drs. Soll and Gramm, each of these directors has served as a
director of one or more of the funds in the INVESCO Complex for the minimum
five-year period required to be eligible to participate in the Defined Benefit
Deferred Compensation Plan. 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 director of the Company on September 30, 1998.
5 Totals as a percentage of the Company's net assets as of May 31, 1999.
6 Total as a percentage of the net assets of the INVESCO Complex as of December
31, 1998.
Messrs. Brady and Williamson, as "interested persons" of the Company and the
other INVESCO Funds, receive compensation as officers or employees of INVESCO or
its affiliated companies, and do not receive any director's fees or other
compensation from the Company or the other funds in the INVESCO Funds for their
service as directors.
The boards of directors of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director who is not an interested
person of the funds (as defined in Section 2(a)(19) of the 1940 Act) and who has
served for at least five years (a "Qualified Director") is entitled to receive,
upon termination of service as a director (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
at the time of his/her retirement (the "Basic Benefit"). Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of a director whose retirement has been extended by the board for up
to three years, a Qualified Director 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 life or ten years, whichever is longer
(the "Reduced Benefit Payments"). If a Qualified Director dies or becomes
disabled after age 72 and before age 74 while still a director of the funds, the
First Year Retirement Benefit and Reduced Benefit Payments will be made to
him/her or to his/her beneficiary or estate. If a Qualified Director becomes
disabled or dies either prior to age 72 or during his/her 74th year while still
a director of the funds, the director will not be entitled to receive the First
Year Retirement Benefit; however, the Reduced Benefit Payments will be made to
his/her beneficiary or estate. The Plan is administered by a committee of three
directors who are also participants in the Plan and one director who is not a
Plan participant. The cost of the Plan will be allocated among the INVESCO 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
<PAGE>
or other personnel and pays no salary or compensation to any of its officers. A
similar plan has been adopted by INVESCO Global Health Sciences Fund board of
trustees. All trustees of INVESCO Global Health Sciences Fund are also directors
of the INVESCO Funds.
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 been paid as directors of certain of the INVESCO
Funds. The deferred amounts have been invested in the shares of certain INVESCO
Funds, except Funds offered by INVESCO Variable Investment Funds, Inc. in which
the directors are legally precluded from investing. Each Independent Director
may, therefore, be deemed to have an indirect interest in shares of each such
INVESCO Fund, in addition to any INVESCO Fund shares the Independent Directors
may own either directly or beneficially.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDER
As of June 30, 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:
Treasurer's Money Market Reserve Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
=============================================================================================
<S> <C> <C>
Teamsters Local Union 918
Welfare Fund Record 9.11%
2137-2147 Utica Avenue
Brooklyn, NY 11234-3827
- ---------------------------------------------------------------------------------------------
<PAGE>
Treasurer's Tax-Exempt Reserve Fund
- ---------------------------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
=============================================================================================
Stephen A. Dana Beneficial 12.36%
1315 Peachtree St., N.E.
Suite 300
Atlanta, GA 30309-3503
- ---------------------------------------------------------------------------------------------
Alice H. Richards Beneficial 11.92%
P. O. Box 400
Carrollton, GA 30117-0400
- ---------------------------------------------------------------------------------------------
J Rex Fuqua Beneficial 11.50%
c/o Fuqua Capital Corporation
Suite 5000
1201 W. Peachtree St., N.W.
Atlanta, GA 30309-3467
- ---------------------------------------------------------------------------------------------
Fuqua Holdings LP Record 10.92%
1201 West Peachtree St., N.W.
Atlanta, GA 30309-3449
- ---------------------------------------------------------------------------------------------
Willis M. Everett III Beneficial 8.86%
Cottage 89
P.O. Box 30832
Sea Island, GA 31561-0832
- ---------------------------------------------------------------------------------------------
Thomas L. Shields Jr.
1750 W. Sussex Beneficial 7.15%
Atlanta, GA 30306-3013
- ---------------------------------------------------------------------------------------------
</TABLE>
As of July 14, 1999, officers and directors of the Company, 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.
<PAGE>
OTHER SERVICE PROVIDERS
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the Funds.
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories. Prior to May 1, 1999, United Missouri Bank was
custodian of the Company.
TRANSFER AGENT
INVESCO Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado, is the
Company'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.
LEGAL COUNSEL
The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., 2nd
Floor, Washington, D.C., is legal counsel for the Company. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell LLP, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.
BROKERAGE ALLOCATION AND OTHER PRACTICES
As the investment adviser to the Funds, INVESCO places orders for the purchase
and sale of securities with broker-dealers based upon an evaluation of the
financial responsibility of the broker-dealers and the ability of the
broker-dealers to effect transactions at the best available prices.
Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, INVESCO may select brokers that provide research
services to INVESCO and the Company, as well as mutual funds and other accounts
managed by INVESCO. 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 INVESCO in making informed investment
decisions. Research services prepared and furnished by brokers through which a
Fund effects securities transactions may be used by INVESCO in servicing all of
its accounts and not all such services may be used by INVESCO in connection with
<PAGE>
a particular Fund. Conversely, a Fund receives benefits of research acquired
through the brokerage transactions of other clients of INVESCO.
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 period January 1, 1999 through May
31, 1999 and for the fiscal years ended December 31, 1998 and 1997. For the
period ended May 31, 1999, 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 period ended
May 31, 1999.
At May 31, 1999, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:
- --------------------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at May 31, 1999
================================================================================
Treasurer's Money Market Reserve None $0
- --------------------------------------------------------------------------------
Treasurer's Tax-Exempt Reserve None $0
- --------------------------------------------------------------------------------
Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.
CAPITAL STOCK
The Company is authorized to issue up to five hundred million shares of common
stock with a par value of $0.01 per share. As of June 30, 1999, the following
shares of each Fund were outstanding:
Treasurer's Money Market Reserve Fund 76,946,060
Treasurer's Tax-Exempt Reserve Fund 35,753,471
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
directors 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.
<PAGE>
All shares of the Company have equal voting rights based on one vote for each
share owned. The Company 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 Company
or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. 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 Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.
TAX CONSEQUENCES OF OWNING SHARES OF A 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 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 distribute all of its net investment income, it will be subject to
income and excise tax on the amount that is not distributed. If a Fund does not
qualify as a regulated investment company, it will be subject to corporate tax
on its net investment income at the corporate tax rates.
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.
<PAGE>
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 October 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.
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 Company'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
<PAGE>
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 May 31, 1999,
Treasurer's Money Market Reserve Fund's current and effective yields were 4.71%
and 4.83%, respectively; the INVESCO Tax-Exempt Reserve Fund's current and
effective yields were 3.12% and 3.17%, 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 May 31, 1999 was:
Name of Fund 1 Year* 5 Year 10 Year
- ------------ ------- ------ -------
Treasurer's Money Market Reserve Fund 1.90% 5.35% 5.43%
Treasurer's Tax-Exempt Reserve Fund 1.16% 3.52% 3.80%
*From January 1, 1999 to May 31, 1999.
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
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
<PAGE>
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 Company, 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 tax-exempt
mutual fund groupings for Treasurer's Tax-Exempt Reserve Fund and the money
market mutual fund grouping for Treasurer's Money Market Reserve Fund, 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 COMPANY DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER 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
<PAGE>
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 Company for the period ended May 31, 1999 are
incorporated herein by reference from the Company's Annual Report to
Shareholders dated May 31, 1999.
<PAGE>
APPENDIX A
Some of the terms used in the Statement of Additional Information are
described below.
BANK OBLIGATIONS include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually from 14 days to one
year) at a stated interest rate.
BANKERS' ACCEPTANCES are credit instruments evidencing the obligation
of a bank to pay a draft which has been drawn on it by a customer. These
instruments reflect the obligation both of the bank and of the drawer to pay the
face amount of the instrument upon maturity.
BOND ANTICIPATION NOTES normally are issued to provide interim
financing until long-term financing can be arranged. The long-term bonds then
provide the money for the repayment of the Notes.
BONDS: MUNICIPAL BONDS may be issued to raise money for various public
purposes -- like constructing public facilities and making loans to public
institutions. Certain types of municipal bonds, such as certain project notes,
are backed by the full faith and credit of the United States. Certain types of
municipal bonds are issued to obtain funding for privately operated facilities.
The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are backed by the taxing power of
the issuing municipality and are considered the safest type of municipal bond.
Issuers of general obligation bonds include states, counties, cities, towns and
regional districts. The proceeds of these obligations are used to fund a wide
range of public projects including the construction or improvement of schools,
highways and roads, water and sewer systems and a variety of other public
purposes. The basic security of general obligation bonds is the issuer's pledge
of its faith, credit, and taxing power for the payment of principal and
interest. Revenue bonds are backed by the net revenues derived from a particular
facility or group of facilities of a municipality or, in some cases, from the
proceeds of a special excise or other specific revenue source. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Industrial development revenue bonds are a specific type of revenue bond backed
by the credit and security of a private user and therefore investments in these
bonds have more potential risk. Although nominally issued by municipal
authorities, industrial development revenue bonds are generally not secured by
the taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user.
COMMERCIAL PAPER consists of short-term (usually one to 180 days)
unsecured promissory notes issued by corporations in order to finance their
current operations.
CORPORATE DEBT OBLIGATIONS are bonds and notes issued by corporations
and other business organizations, including business trusts, in order to finance
their long-term credit needs.
MONEY MARKET refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term,
high-grade debt instruments. The money market is not a single entity, but
<PAGE>
consists of numerous separate markets, each of which deals in a different type
of short-term debt instrument. These include U.S. government securities,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.
PORTFOLIO SECURITIES LOANS: The Company, on behalf of each of the
Funds, may lend limited amounts of its portfolio securities (not to exceed 33
1/3% of a particular Fund's total assets). Management of the Company understands
that it is the current view of the staff of the SEC that the Funds are permitted
to engage in loan transactions only if the following conditions are met: (1) the
applicable Fund must receive 100% collateral in the form of cash or cash
equivalents, e.g., U.S. Treasury bills or notes, from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities (determined on a daily basis) rises above the level of the
collateral; (3) the Company must be able to terminate the loan after notice; (4)
the applicable Fund must receive reasonable interest on the loan or a flat fee
from the borrower, as well as amounts equivalent to any dividends, interest or
other distributions on the securities loaned and any increase in market value;
(5) the applicable Fund may pay only reasonable custodian fees in connection
with the loan; (6) voting rights on the securities loaned may pass to the
borrower; however, if a material event affecting the investment occurs, the
Company must be able to terminate the loan and vote proxies or enter into an
alternative arrangement with the borrower to enable the Company to vote proxies.
Excluding items (1) and (2), these practices may be amended from time to time as
regulatory provisions permit.
REPURCHASE AGREEMENTS: A repurchase agreement is a transaction in which
a Fund purchases a security and simultaneously commits to sell the security to
the seller at an agreed upon price and date (usually not more than seven days)
after the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. A Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. In the opinion of
management this risk is not material; if the seller defaults, the underlying
security constitutes collateral for the seller's obligations to pay. This
collateral will be held by the custodian for the Company's assets. However, in
the absence of compelling legal precedents in this area, there can be no
assurance that the Company will be able to maintain its rights to such
collateral upon default of the issuer of the repurchase agreement. To the extent
that the proceeds from a sale upon a default in the obligation to repurchase are
less than the repurchase price, the particular Fund would suffer a loss.
REVENUE ANTICIPATION NOTES are issued in expectation of receipt of
other kinds of revenue, such as federal revenues available under the Federal
Revenue Sharing Program.
REVERSE REPURCHASE AGREEMENTS are transactions where a Fund temporarily
transfers possession of a portfolio security to another party, such as a bank or
broker-dealer, in return for cash, and agrees to buy the security back at a
future date and price. The use of reverse repurchase agreements will create
leverage, which is speculative. Reverse repurchase agreements are borrowings
subject to the Funds' investment restrictions applicable to that activity. The
Company will enter into reverse repurchase agreements solely for the purpose of
obtaining funds necessary for meeting redemption requests. The proceeds received
from a reverse repurchase agreement will not be used to purchase securities for
investment purposes.
<PAGE>
SHORT-TERM DISCOUNT NOTES (tax-exempt commercial paper) are promissory
notes issued by municipalities to supplement their cash flow. The ratings A-1
and P-1 are the highest commercial paper ratings assigned by S&P and Moody's,
respectively.
TAX ANTICIPATION NOTES are to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes.
TIME DEPOSITS are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Funds will not benefit from insurance from the
Federal Deposit Insurance Corporation.
U.S. GOVERNMENT SECURITIES are debt securities (including bills, notes,
and bonds) issued by the U.S. Treasury or issued by an agency or instrumentality
of the U.S. government which is established under the authority of an Act of
Congress. Such agencies or instrumentalities include, but are not limited to,
Fannie Mae, Ginnie Mae (also known as Government National Mortgage Association),
the Federal Farm Credit Bank, and the Federal Home Loan Banks. Although all
obligations of agencies, authorities and instrumentalities are not direct
obligations of the U.S. Treasury, payment of the interest and principal on these
obligations may be backed directly or indirectly by the U.S. government. This
support can range from the backing of the full faith and credit of the United
States to U.S. Treasury guarantees, or to the backing solely of the issuing
instrumentality itself. In the case of securities not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment, and may
not be able to assert a claim against the United States itself in the event the
agency or instrumentality does not meet its commitments.
RATINGS OF MUNICIPAL AND CORPORATE DEBT OBLIGATIONS
The four highest ratings of Moody's and S&P for municipal and corporate
debt obligations are Aaa, Aa, A and Baa and AAA, AA, A and BBB, respectively.
MOODY'S. The characteristics of these debt obligations rated by Moody's are
generally as follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
Moody's applies the numerical modifiers 1, 2 and 3 to the Aa rating
classification. The modifier 1 indicates a ranking for the security in the
<PAGE>
higher end of this rating category; the modifier 2 indicates a mid- range
ranking; and the modifier 3 indicates a ranking in the lower end of this rating
category.
A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the difference between short-term credit and long-term credit. A
short-term rating may also be assigned on an issue having a demand feature. Such
ratings are designated as VMIG. Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon demand rather than fixed maturity dates and
payment relying on external liquidity.
MIG 1/VMIG 1 -- Notes and loans bearing this designation are of the
best quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing, or both.
MIG 2/VMIG 2 -- Notes and loans bearing this designation are of high
quality, with margins of protection ample although not so large as in the
preceding group.
S& P'S RATING SERVICES. The characteristics of these debt obligations rated by
S&P are generally as follows:
AAA -- This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay principal and
interest.
AA -- Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
<PAGE>
S&P ratings for short-term notes are as follows:
SP-1 -- Very strong capacity to pay principal and interest.
SP-2 -- Satisfactory capacity to pay principal and interest.
SP-3 -- Speculative capacity to pay principal and interest.
A debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
RATINGS OF COMMERCIAL PAPER
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS. Among the factors
considered by Moody's Investors Services, Inc. in assigning commercial paper
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
the risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public interest questions and
preparations to meet such obligations. Relative differences in strength and
weakness in respect to these criteria would establish a rating of one of three
classifications; P-1 (Highest Quality), P-2 (Higher Quality) or P-3 (High
Quality).
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS. An S&P commercial paper
rating is a current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days. Ratings are graded into
four categories, ranging from "A" for the highest quality obligations to "D" for
the lowest. The "A" categories are as follows:
A -- Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 -- This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong.
A-2 -- Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
A-3 -- Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Articles of Incorporation of Registrant dated February 4,
1999.(3)
(2) Articles of Amendment dated May 24, 1999 to Articles of
Incorporation.(3)
(b) (1) Bylaws of Registrant.(3)
(c) Not applicable.
(d) (1) Investment Advisory Agreement between Registrant and
INVESCO Capital Management Inc. dated February 28, 1997.(1)
(2) Investment Advisory Agreement between Registrant and
INVESCO Funds Group, Inc. dated June 1, 1999.
(e) (1) General Distribution Agreement between Registrant and
INVESCO Distributors, Inc. dated June 1, 1999.
(f) (1) Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.(1)
(2) Amended Defined Benefit Deferred Compensation Plan for
Interested Directors and Trustees.(2)
(g) Custody Agreement between Registrant and State
Street Bank & Trust dated May 1, 1999.(3)
(1) Custody Agreement between Registrant and State Street Bank
& Trust dated May 26, 1999.(3)
(h) (1) Transfer Agency Agreement between Registrant and INVESCO
Funds Group, Inc. dated June 1, 1999.
(2) Administrative Services Agreement between Registrant and
INVESCO Funds Group, Inc. dated June 1, 1999.
(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.(3)
(j) Consent of Independent Accountants.
(k) Not applicable.
(l) Not applicable.
(m) Not Applicable.
56
<PAGE>
(n) Not Applicable
(o) Not applicable.
(1)Previously filed on EDGAR with Post-Effective Amendment No. 17 to the
Registration Statement on April 25, 1997, and incorporated by reference herein.
(2)Previously filed on EDGAR with Post-Effective Amendment No. 20 to the
Registration Statement on March 1, 1999, and incorporated by reference herein.
(3)Previously filed on EDGAR with Post-Effective Amendment No. 22 to the
Registration Statement on May 28, 1999, 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 Incorporation, and are hereby incorporated by reference. See Item
23(a) and (b) 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. Each Fund also maintains liability
insurance policies covering its directors and officers.
Item 26. Business and Other Connections of Investment Adviser
See "Fund Management" in the Funds' Prospectus and "Management of the Funds" in
the Statement of Additional Information for information regarding the business
of the investment adviser, INVESCO.
Following are the names and principal occupations of each director and officer
of the investment adviser, INVESCO.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Mark H. Williamson Chairman, Director President & Chief Executive Officer
and Officer INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Raymond Roy Cunningham Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
Ronald L. Grooms Officer Senior Vice President & Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Richard W. Healey Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
William Ralph Keithler Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Charles P. Mayer Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Timothy J. Miller Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
` Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President, Secretary &
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Marie E. Aro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Stacie Cowell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
Dawn Daggy-Mangerson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Brian B. Hayward Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Campbell C. Judge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
James F. Lummanick Officer Vice President & Assistant General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Corey M. McClintock Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Douglas J. McEldowney Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Stephen A. Moran Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Jon B. Pauley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Anthony R. Rogers Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
James B. Sandidge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Thomas R. Wald Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
- -------------------------------------------------------------------------------------------------
Reagan A. Shopp Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------------------
NAME POSITION WITH PRINCIPAL OCCUPATION AND
ADVISER COMPANY AFFILIATION
- -------------------------------------------------------------------------------------------------
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------------------------
</TABLE>
Item 27. a) Principal Underwriters
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, 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 Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.
b)
POSITIONS AND POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH OFFICES WITH
BUSINESS ADDRESS UNDERWRITER THE COMPANY
- ---------------- ----------- -----------
William J. Galvin, Jr. Senior Vice Assistant
7800 E. Union Avenue President & Secretary
Denver, CO 80237 Asst. Secretary
Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer, & Officer, and
Director Chief Acctg. Off.
Richard W. Healey Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Director
Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237
Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
POSITIONS AND POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH OFFICES WITH
BUSINESS ADDRESS UNDERWRITER THE COMPANY
- ---------------- ----------- -----------
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
Judy P. Wiese Vice President Assistant
7800 E. Union Avenue Secretary
Denver, CO 80237
Mark H. Williamson Chairman of the Board, President,
7800 E. Union Avenue President, & Chief CEO & Director
Denver, CO 80237 Executive Officer
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 certifies that it 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 28 day of July, 1999.
INVESCO Treasurer's Series Funds, Inc.
/s/ Mark H. Williamson
Attest: ----------------------------------
/s/ Glen A. Payne Mark H. Williamson, President
- -------------------------------
Glen A. Payne, Secretary
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, Director Lawrence H. Budner, Director
and Chief Operating Officer
/s/ Ronald L. Grooms /s/ John W. Mcintyre
- ------------------------------- -----------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)
/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------- -----------------------------
Victor L. Andrews, Director Fred A. Deering, Director
/s/ Bob R. Baker /s/ Larry Soll
- ------------------------------- -----------------------------
Bob R. Baker, Director Larry Soll, Director
/s/ Charles W. Brady /s/ Kenneth T. King
- ------------------------------- -----------------------------
Charles W. Brady, Director Kenneth T. King, Director
/s/ Wendy L. Gramm
- -------------------------------
Wendy L. Gramm, Director
By*_____________________________ By* /s/ Glen A. Payne
-------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989, January 9, 1990, May 22, 1992, September 1, 1993, December 1,
1993, December 21, 1995, December 30, 1996 and December 24, 1997.
<PAGE>
Exhibit Index
Page in
Exhibit Number Registration Statement
- -------------- ----------------------
d(2) 67
e(1) 73
h(1) 85
h(2) 100
j 104
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 1st day of June, 1999, in Denver, Colorado, by
and between INVESCO FUNDS GROUP, INC. ("Adviser"), a Delaware corporation, and
INVESCO TREASURER'S SERIES FUNDS, INC., a Maryland corporation (the "Company").
WITNESSETH:
WHEREAS, the Company is a corporation organized under the laws of the State
of Maryland; and
WHEREAS, the "Company" is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company and has one class of shares (the "Shares") which
is divided into two or more series (the "Series"), each representing an interest
in a separate portfolio of investments (such series initially being the INVESCO
Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve
Fund)(individually, the "Fund" and collectively, the "Funds"); and
WHEREAS, the Company desires that the Adviser manages its investment
operations and the Adviser desires to manage said operations;
NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. INVESTMENT MANAGEMENT SERVICES. The Adviser hereby agrees to manage the
investment operations of the Company and its Funds, subject to the terms of this
Agreement and to the supervision of the Company's directors (the "Directors").
The Adviser agrees to perform, or arrange for the performance of, the following
specific services for the Company:
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, of the Company and the Funds of the Company;
(b) to maintain a continuous investment program for the Company and each
Fund of the Company, consistent with (i) the Company's and each Fund's
investment policies as set forth in the Company's Registration Statement, as
from time to time amended, under the Investment Company Act of 1940, as
amended (the "1940 Act"), and in any prospectus and/or statement of
additional information of the Company or any Fund of the Company, as from
time to time amended and in use under the Securities Act of 1933, as
amended, and (ii) the Company's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Company and its Funds, unless otherwise directed by the Directors of the
Company, and to execute transactions accordingly;
(d) to provide to the Company and each Fund the benefit of all of the
investment analyses and research, the reviews of current economic conditions
and of trends, and the consideration of long-range investment policy now or
hereafter generally available to investment advisory customers of the
Adviser;
(e) to determine what portion of the Company and each Fund of the Company
should be invested in the various types of securities authorized for
purchase by the Company;
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Company and/or Fund action and any other rights
pertaining to the Company's portfolio securities shall be exercised; and
<PAGE>
(g) to calculate the net asset value of the Company and each Fund, as
applicable, as required by the 1940 Act, subject to such procedures as may
be established from time to time by the Company's Directors, based upon the
information provided to the Adviser by the Company or by the custodian,
co-custodian or sub-custodian of the Company's or any Fund's assets (the
"Custodian") as designated by the Directors from time to time.
With respect to execution of transactions for the Company and for each Fund,
the Adviser shall place, or arrange for the placement of, all orders for the
purchase or sale of portfolio securities with brokers or dealers selected by the
Adviser. In connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser will at all times attempt to obtain for the
Company and for each Fund, as applicable, the most favorable execution and
price; after fulfilling this primary consideration of obtaining the most
favorable execution and price, the Adviser is hereby expressly authorized to
consider as a secondary factor in selecting brokers or dealers with which such
orders may be placed whether such firms furnish statistical, research and other
information or services to the Adviser. Receipt by the Adviser of any such
statistical or other information and services should not be deemed to give rise
to any requirement for abatement of the advisory fee payable pursuant to
paragraph 4 hereof. The Adviser may follow a policy of considering sales of
shares of the Company as a factor in the selection of broker-dealers to execute
portfolio transactions, subject to the requirements of best execution discussed
above.
At the Company's request, the Adviser will furnish to the Company, at the
expense of the Adviser, such competent executive, administrative and clerical
services as may be required in the judgment of the Directors of the Company.
These services will include, among other things, the maintenance of the
Company's and Funds', as applicable, accounts and records, and the preparation
of all requisite corporate documents such as tax returns and reports to the
Securities and Exchange Commission and Company shareholders. The Adviser will
also furnish, at the Adviser's expense, such office space, equipment and
facilities as may be reasonably requested by the Company from time to time.
The Adviser shall for all purposes herein provided be deemed to be an
independent contractor.
2. ALLOCATION OF COSTS AND EXPENSES.
(a) The Adviser hereby agrees that it shall pay on behalf of the Company and
the Funds of the Company all of the expenses incurred by the Company and the
Funds, as applicable, in connection with their operations except for such
transfer agency, subaccounting, recordkeeping, and administrative services which
are to be provided by the Adviser to the Company under separate Transfer Agent
and Administrative Services Agreements between the Fund and the Adviser which
are or have been approved by the Company's Board of Directors, including all of
the independent Directors. At the Company's request the Adviser shall also
furnish to the Company, at the expense of the Adviser, such competent executive,
statistical, administrative, internal accounting and clerical services as may be
required in the judgement of the Directors of the Company. These services will
include, among other things, the maintenance (but not preparation) of the
Company's accounts and records, and the preparation (apart from legal and
accounting costs) of all requisite corporate documents such as tax returns and
reports to the Securities and Exchange Commission and Company shareholders. The
Adviser also will furnish, at the Adviser's expense, such office space,
equipment and facilities as may be reasonably requested by the Company from time
to time. Without limiting the generality of the foregoing, such costs and
expenses payable by the Adviser include the following, unless the Company's
Board of Directors approves any of the following costs and expenses being paid
directly by the Funds:
(1) the fees, charges and expenses of any independent public accountants,
custodian, depository, dividend disbursing agent, dividend reinvestment
agent, independent pricing services and legal counsel for the Company or for
any Fund;
(2) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Company or any Fund to
federal, state, county, city, or other governmental agents;
<PAGE>
(3) the fees and expenses involved in maintaining the registration and
qualification of the Company and of its shares under laws administered by
the Securities and Exchange Commission or under other applicable regulatory
requirements, including the preparation and printing of prospectuses and
statements of additional information;
(4) the compensation and expenses of its Directors;
(5) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Company's shareholders, as well as all expenses of shareholders' meetings
and Directors' meetings;
(6) all costs, fees or other expenses arising in connection with the
organization and filing of the Company's Articles of Incorporation including
its initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any State and the
approval of the Company's operations by any other Federal or State
authority;
(7) the expenses of repurchasing and redeeming shares of the Company;
(8) insurance premiums;
(9) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Company and any Fund; and
(10) premiums for the fidelity bond maintained by the Company pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder.
(b) Except to the extent required by law to be paid by the Adviser, the
Company shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Company or any Fund in connection with securities
transactions to which the Company or any Fund is a party or in connection
with securities owned by the Company or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Company or any
Fund.
3. USE OF AFFILIATED COMPANIES. In connection with the rendering of the
services required to be provided by the Adviser under this Agreement, the
Adviser may, to the extent it deems appropriate and subject to compliance
with the requirements of applicable laws and regulations, and upon receipt
of written approval of the Company, make use of its affiliated companies and
their employees, provided that the Adviser shall supervise and remain fully
responsible for all such services in accordance with and to the extent
provided by this Agreement and that all costs and expenses associated with
the providing of services by any such companies or employees and required by
this Agreement to be borne by the Adviser shall be borne by the Adviser or
its affiliated companies.
4. COMPENSATION OF THE ADVISER. For the services to be rendered and the
charges and expenses to be assumed by the Adviser hereunder, the Company shall
pay to the Adviser an advisory fee which will be computed on a daily basis and
paid as of the last day of each month, using for each daily calculation the most
recently determined net asset value of each Fund of the Company, as determined
by valuations made in accordance with the Company's procedure for calculating
each Fund's net asset value, as described in the Company's prospectus and/or
statement of additional information. On an annual basis, the advisory fee
applicable to each of the Funds shall be as follows:
(a) INVESCO Treasurer's Money Market Reserve Fund: 0.25% of the average
net asset value of such Fund; and
<PAGE>
(b) INVESCO Treasurer's Tax-Exempt Reserve Fund: 0.25% of the average net
asset value of such Fund.
During any period when the determination of the Funds' net asset value is
suspended by the Directors of the Company, the net asset value of a share of the
Funds as of the last business day prior to such suspension shall, for the
purpose of this Paragraph 4, be deemed to be the net asset value at the close of
each succeeding business day until it is again determined. However, no such fee
shall be paid to the Adviser with respect to any assets of the Company or any
Fund thereof which may be invested in any other investment company for which the
Adviser serves as investment adviser. The fee provided for hereunder shall be
prorated in any month in which this Agreement is not in effect for the entire
month.
Interest, taxes and extraordinary items such as litigation costs are not
deemed expenses for purposes of this paragraph and shall be borne by the Company
or such Fund in any event. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and shall not be deemed
to be expenses for purposes of this paragraph.
5. AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH LAWS. In
connection with purchases or sales of securities for the investment portfolio of
the Company or of any of the Funds, except as permitted by section 7 of this
agreement, neither the Adviser nor its officers or employees will act as a
principal or agent for any party other than the Company or applicable Fund or
receive any commissions. The Adviser will comply with all applicable laws in
acting hereunder including, without limitation, the 1940 Act; the Investment
Advisers Act of 1940, as amended, and all rules and regulations duly promulgated
under the foregoing.
6. DURATION AND TERMINATION. This Agreement shall become effective as of the
date it is approved by a majority of the outstanding voting securities of each
applicable Fund of the Company, and unless sooner terminated as hereinafter
provided, shall remain in force for an initial term of two years from the date
of execution and from year to year thereafter, but only as long as such
continuance is specifically approved at least annually (i) by a vote of a
majority of the outstanding voting securities of each applicable Fund of the
Company or by a majority of the Directors of the Company, and (ii) by a majority
of the Directors of the Company who are not interested persons of the Adviser or
the Company by votes cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Directors of the Company on behalf of either
of the Funds, or by the vote of a majority of the outstanding voting securities
of the Company or of the applicable Fund (if only one Fund is terminating this
Agreement), as the case may be, or by the Adviser. This Agreement shall
immediately terminate if it is not approved by a vote of a majority of the
outstanding voting securities of each applicable Fund of the Company at the
first meeting of the shareholders of the Funds. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the terms
and provisions of said order. In interpreting the provisions of this paragraph
6, the definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person", "assignment" and "vote of a majority of the
outstanding voting securities") shall be applied.
The Adviser agrees to furnish to the Directors of the Company such
information as may reasonably be necessary to evaluate the terms of this
Agreement.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in
paragraph 4 earned prior to such termination.
7. NON-EXCLUSIVE SERVICES. The Adviser shall, during the term of this
Agreement, be entitled to render investment advisory services to others,
including, without limitation, other investment companies with similar
<PAGE>
objectives to those of the Company or any Fund of the Company. The Adviser may,
when it deems such to be advisable, aggregate orders for its other customers
together with any securities of the same type to be sold or purchased for the
Company or any Fund in order to obtain best execution and lower brokerage
commissions. In such event, the Adviser shall allocate the shares so purchased
or sold, as well as the expenses incurred in the transaction, in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the Company, any applicable Fund and the Adviser's other customers.
8. LIABILITY. The Adviser Shall have no liability to the Company or any Fund
or to the Company's shareholders or creditors, for any error of judgment,
mistake of law, or for any loss arising out of any investment, nor for any other
act or omission, in the performance of its obligations to the Company or any
applicable Funds not involving willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties hereunder.
9. MISCELLANEOUS PROVISIONS.
NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
AMENDMENTS HEREOF. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the Company and the Adviser, and no material amendment of this Agreement shall
be effective until approved by the vote of a majority of the outstanding voting
securities of any Fund as to which such amendment is applicable; provided,
however, that this paragraph shall not prevent any immaterial amendment(s) to
this Agreement, which amendment(s) may be made without shareholder approval, if
such amendment(s) are made with the approval of (1) a majority of the Directors
and (2) a majority of the Directors of the Company who are not interested
persons of the Adviser or the Company.
SEVERABILITY. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or invalidity shall
not affect the validity or enforceability of the remainder of this Agreement.
HEADINGS. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.
<PAGE>
APPLICABLE LAW. This Agreement shall be construed in accordance with the
laws of the State of Colorado and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.
IN WITNESS WHEREOF, the Adviser and the Company each has caused this
Agreement to be duly executed on its behalf by an officer thereunto duly
authorized, the day and year first above written.
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
---------------------------------
Ronald L. Grooms
Senior Vice President
ATTEST:
/s/ Glen A. Payne
- --------------------------------
Glen A. Payne
Secretary
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
---------------------------------
Mark H. Williamson
President
ATTEST:
/s/ Glen A. Payne
- ------------------------------------
Glen A. Payne
Secretary
I
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 1st day of June, 1999 between INVESCO
TREASURER'S SERIES FUNDS, INC., a Maryland corporation (the "Fund"), and INVESCO
DISTRIBUTORS, INC., a Delaware corporation (the "Underwriter").
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end management
investment company and currently has one class of shares (the "Shares") which is
divided into two series, and which may be divided into additional series (the
"Series"), each representing an interest in a separate portfolio of investments,
and it is in the interest of the Fund to offer the Shares for sale continuously;
and
WHEREAS, the Underwriter is engaged in the business of selling shares of
investment companies either directly to investors or through other securities
dealers; and
WHEREAS, the Fund and the Underwriter wish to enter into an agreement with
each other with respect to the continuous offering of the Shares of each Series
in order to promote growth of the Fund and facilitate the distribution of the
Shares;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of Shares of each Series in jurisdictions wherein such
Shares legally may be offered for sale; provided, however, that the
Fund in its absolute discretion may (a) issue or sell Shares of each
Series directly to purchasers, or (b) issue or sell Shares of a
particular Series to the shareholders of any other Series or to the
shareholders of any other investment company, for which the
Underwriter or any affiliate thereof shall act as exclusive
distributor, who wish to exchange all or a portion of their
investment in Shares of such Series or in shares of such other
investment company for the Shares of a particular Series.
Notwithstanding any other provision hereof, the Fund may terminate,
suspend or withdraw the offering of Shares whenever,
<PAGE>
in its sole discretion, it deems such action to be desirable. The
Fund reserves the right to reject any subscription in whole or in
part for any reason.
2. The Underwriter hereby agrees to serve as agent for the
distribution of the Shares and agrees that it will use its best
efforts with reasonable promptness to sell such part of the
authorized Shares remaining unissued as from time to time shall be
effectively registered under the Securities Act of 1933, as amended
(the "1933 Act"), at such prices and on such terms as hereinafter
set forth, all subject to applicable federal and state securities
laws and regulations. Nothing herein shall be construed to prohibit
the Underwriter from engaging in other related or unrelated
businesses.
3. In addition to serving as the Fund's agent in the distribution of
the Shares, the Underwriter shall also provide to the holders of the
Shares certain maintenance, support or similar services
("Shareholder Services"). Such services shall include, without
limitation, answering routine shareholder inquiries regarding the
Fund, assisting shareholders in considering whether to change
dividend options and helping to effectuate such changes, arranging
for bank wires, and providing such other services as the Fund may
reasonably request from time to time. It is expressly understood
that the Underwriter or the Fund may enter into one or more
agreements with third parties pursuant to which such third parties
may provide the Shareholder Services provided for in this paragraph.
Nothing herein shall be construed to impose upon the Underwriter any
duty or expense in connection with the services of any registrar,
transfer agent or custodian appointed by the Fund, the computation
of the asset value or offering price of Shares, the preparation and
distribution of notices of meetings, proxy soliciting material,
annual and periodic reports, dividends and dividend notices, or any
other responsibility of the Fund.
4. Except as otherwise specifically provided for in this Agreement,
the Underwriter shall sell the Shares directly to purchasers, or
through qualified broker-dealers or others, in such manner, not
inconsistent with the provisions hereof and the then effective
Registration Statement of the Fund under the 1933 Act (the
"Registration Statement") and related Prospectus (the "Prosepctus")
<PAGE>
and Statement of Additional Information ("SAI") of the
Fund as the Underwriter may determine from time to time; provided
that no broker-dealer or other person shall be appointed or
authorized to act as agent of the Fund without the prior consent of
the directors (the "Directors") of the Fund. The Underwriter will
require each broker-dealer to conform to the provisions hereof and
of the Registration Statement (and related Prospectus and SAI) at
the time in effect under the 1933 Act with respect to the public
offering price of the Shares of any Series. The Fund will have no
obligation to pay any commissions or other remuneration to such
broker-dealers.
5. The Shares of each Series offered for sale or sold by the
Underwriter shall be offered or sold at the net asset value per
share determined in accordance with the then current Prospectus
and/or SAI relating to the sale of the Shares of the appropriate
Series except as departure from such prices shall be permitted by
the then current Prospectus and/or SAI of the Fund, in accordance
with applicable rules and regulations of the Securities and Exchange
Commission. The price the Fund shall receive for the Shares of each
Series purchased from the Fund shall be the net asset value per
share of such Share, determined in accordance with the Prospectus
and/or SAI applicable to the sale of the Shares of such Series.
6. Except as may be otherwise agreed to by the Fund, the Underwriter
shall be responsible for issuing and delivering such confirmations
of sales made by it pursuant to this Agreement as may be required;
provided, however, that the Underwriter or the Fund may utilize the
services of other persons or entities believed by it to be competent
to perform such functions. Shares shall be registered on the
transfer books of the Fund in such names and denominations as the
Underwriter may specify.
7. The Fund will execute any and all documents and furnish any and
all information which may be reasonably necessary in connection with
the qualification of the Shares for sale (including the
qualification of the Fund as a broker-dealer where necessary or
advisable) in such states as the Underwriter may reasonably
<PAGE>
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in the
opinion of the Directors of the Fund is unduly burdensome). The
Underwriter, at its own expense, will effect all qualifications of
itself as broker or dealer, or otherwise, under all applicable state
or Federal laws required in order that the Shares may be sold in
such states or jurisdictions as the Fund may reasonably request.
8. The Fund shall prepare and furnish to the Underwriter from time
to time the most recent form of the Prospectus and/or SAI of the
Fund and/or of each Series of the Fund. The Fund authorizes the
Underwriter to use the Prospectus and/or SAI, in the forms furnished
to the Underwriter from time to time, in connection with the sale of
the Shares of the Fund and/or of each Series of the Fund. The Fund
will furnish to the Underwriter from time to time such information
with respect to the Fund, each Series, and the Shares as the
Underwriter may reasonably request for use in connection with the
sale of the Shares. The Underwriter agrees that it will not use or
distribute or authorize the use, distribution or dissemination by
broker-dealers or others in connection with the sale of the Shares
any statements, other than those contained in a current Prospectus
and/or SAI of the Fund or applicable Series, except such
supplemental literature or advertising as shall be lawful under
Federal and state securities laws and regulations, and that it will
promptly furnish the Fund with copies of all such material.
9. The Underwriter will not make, or authorize any broker-dealers or
others to make any short sales of the Shares of the Fund or
otherwise make any sales of the Shares unless such sales are made in
accordance with a then current Prospectus and/or SAI relating to the
sale of the applicable Shares.
10. The Underwriter, as agent of and for the account of the Fund, may
cause the redemption or repurchase of the Shares at such prices and
upon such terms and conditions as shall be specified in a then
current Prospectus and/or SAI. In selling, redeeming or repurchasing
the Shares for the account of the Fund, the Underwriter will in all
respects conform to the requirements of all state and federal laws
<PAGE>
and the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., relating to such sale, redemption or
repurchase, as the case may be. The Underwriter will observe and be
bound by all the provisions of the Articles of Incorporation or
Bylaws of the Fund and of any provisions in the Registration
Statement, Prospectus and SAI, as such may be amended or
supplemented from time to time, notice of which shall have been
given to the Underwriter, which at the time in any way require,
limit, restrict or prohibit or otherwise regulate any action on the
part of the Underwriter.
11. (a) The Fund shall indemnify, defend and hold harmless the
Underwriter, its officers and directors and any person who
controls the Underwriter within the meaning of the 1933 Act,
from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending
such claims, demands or liabilities and any attorney fees
incurred in connection therewith) which the Underwriter, its
officers and directors or any such controlling person, may
incur under the federal securities laws, the common law or
otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration
Statement or any related Prospectus and/or SAI or arising out
of or based upon any alleged omission to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading.
Notwithstanding the foregoing, this indemnity agreement, to
the extent that it might require indemnity of the Underwriter
or any person who is an officer, director or controlling
person of the Underwriter, shall not inure to the benefit of
the Underwriter or officer, director or controlling person
thereof unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy
as expressed in the federal securities laws and in no event
shall anything contained herein be so construed as to protect
the Underwriter against any liability to the Fund, the
Directors or the Fund's shareholders to which the Underwriter
<PAGE>
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement.
This indemnity agreement is expressly conditioned upon the
Fund's being notified of any action brought against the
Underwriter, its officers or directors or any such controlling
person, which notification shall be given by letter or by
telegram addressed to the Fund at its principal address in
Denver, Colorado and sent to the Fund by the person against
whom such action is brought within ten (10) days after the
summons or other first legal process shall have been served
upon the Underwriter, its officers or directors or any such
controlling person. The failure to notify the Fund of any such
action shall not relieve the Fund from any liability which it
may have to the person against whom such action is brought by
reason of any such alleged untrue statement or omission
otherwise than on account of the indemnity agreement contained
in this paragraph. The Fund shall be entitled to assume the
defense of any suit brought to enforce such claim, demand, or
liability, but in such case the defense shall be conducted by
counsel chosen by the Fund and approved by the Underwriter,
which approval shall not be unreasonably withheld. If the Fund
elects to assume the defense of any such suit and retain
counsel approved by the Underwriter, the defendant or
defendants in such suit shall bear the fees and expenses of an
additional counsel obtained by any of them. Should the Fund
elect not to assume the defense of any such suit, or should
the Underwriter not approve of counsel chosen by the Fund, the
Fund will reimburse the Underwriter, its officers and
directors or the controlling person or persons named as
defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by the Underwriter or
them. In addition, the Underwriter shall have the right to
employ counsel to represent it, its officers and directors and
any such controlling person who may be subject to liability
arising out of any claim in respect of which indemnity may be
sought by the Underwriter against the Fund hereunder if in the
reasonable judgment of the Underwriter it is advisable for the
Underwriter, its officers and directors or such controlling
person to be represented by separate counsel, in which event
the reasonable fees and expenses of such separate counsel
<PAGE>
shall be borne by the Fund. This indemnity agreement and the
Fund's representations and warranties in this Agreement shall
remain operative and in full force and effect and shall
survive the delivery of any of the Shares as provided in this
Agreement. This indemnity agreement shall inure exclusively to
the benefit of the Underwriter and its successors, the
Underwriter's officers and directors and their respective
estates and any such controlling person and their successors
and estates. The Fund shall promptly notify the Underwriter of
the commencement of any litigation or proceeding against it in
connection with the issue and sale of the Shares.
(b) The Underwriter agrees to indemnify, defend and hold
harmless the Fund, its Directors and any person who controls
the Fund within the meaning of the 1933 Act, from and against
any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any attorney fees incurred in
connection therewith) which the Fund, its Directors or any
such controlling person may incur under the Federal securities
laws, the common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its Directors
or such controlling person resulting from such claims or
demands shall arise out of or be based upon (a) any alleged
untrue statement of a material fact contained in information
furnished in writing by the Underwriter to the Fund
specifically for use in the Registration Statement or any
related Prospectus and/or SAI or shall arise out of or be
based upon any alleged omission to state a material fact in
connection with such information required to be stated in the
Registration Statement or the related Prospectus and/or SAI or
necessary to make such information not misleading and (b) any
alleged act or omission on the Underwriter's part as the
Fund's agent that has not been expressly authorized by the
Fund in writing.
<PAGE>
Notwithstanding the foregoing, this indemnity agreement, to
the extent that it might require indemnity of the Fund or any
Director or controlling person of the Fund, shall not inure to
the benefit of the Fund or Director or controlling person
thereof unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy
as expressed in the federal securities laws and in no event
shall anything contained herein be so construed as to protect
any Director of the Fund against any liability to the Fund or
the Fund's shareholders to which the Director would otherwise
be subject by reason of willful misfeasance, bad faith or
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
This indemnity agreement is expressly conditioned upon the
Underwriter's being notified of any action brought against the
Fund, its Directors or any such controlling person, which
notification shall be given by letter or telegram addressed to
the Underwriter at its principal office in Denver, Colorado,
and sent to the Underwriter by the person against whom such
action is brought, within ten (10) days after the summons or
other first legal process shall have been served upon the
Fund, its Directors or any such controlling person. The
failure to notify the Underwriter of any such action shall not
relieve the Underwriter from any liability which it may have
to the person against whom such action is brought by reason of
any such alleged untrue statement or omission otherwise than
on account of the indemnity agreement contained in this
paragraph. The Underwriter shall be entitled to assume the
defense of any suit brought to enforce such claim, demand, or
liability, but in such case the defense shall be conducted by
counsel chosen by the Underwriter and approved by the Fund,
which approval shall not be unreasonably withheld. If the
Underwriter elects to assume the defense of any such suit and
retain counsel approved by the Fund, the defendant or
<PAGE>
defendants in such suit shall bear the fees and expenses of an
additional counsel obtained by any of them. Should the
Underwriter elect not to assume the defense of any such suit,
or should the Fund not approve of counsel chosen by the
Underwriter, the Underwriter will reimburse the Fund, its
Directors or the controlling person or persons named as
defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by the Fund or them. In
addition, the Fund shall have the right to employ counsel to
represent it, its Directors and any such controlling person
who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Fund against
the Underwriter hereunder if in the reasonable judgment of the
Fund it is advisable for the Fund, its Directors or such
controlling person to be represented by separate counsel, in
which event the reasonable fees and expenses of such separate
counsel shall be borne by the Underwriter. This indemnity
agreement and the Underwriter's representations and warranties
in this Agreement shall remain operative and in full force and
effect and shall survive the delivery of any of the Shares as
provided in this Agreement. This indemnity agreement shall
inure exclusively to the benefit of the Fund and its
successors, the Fund's Directors and their respective estates
and any such controlling person and their successors and
estates. The Underwriter shall promptly notify the Fund of the
commencement of any litigation or proceeding against it in
connection with the issue and sale of the Shares.
12. The Fund will pay or cause to be paid (a) expenses (including the
fees and disbursements of its own counsel) of any registration of
the Shares under the 1933 Act, as amended, (b) expenses incident to
the issuance of the Shares, and (c) expenses (including the fees and
disbursements of its own counsel) incurred in connection with the
preparation, printing and distribution of the Fund's Prospectuses,
SAIs, and periodic and other reports sent to holders of the Shares
<PAGE>
in their capacity as such. The Underwriter shall prepare and provide
necessary copies of all sales literature subject to the Fund's
approval thereof.
13. This Agreement shall become effective as of the date it is
approved by a majority vote of the Directors of the Fund, as well
as a majority vote of the Directors who are not "interested
persons" (as defined in the Investment Company Act) of the Fund,
and shall continue in effect for an initial term expiring
February 28, 1998, and from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a)(i) by a vote of the Directors of the Fund or (ii) by
a vote of a majority of the outstanding voting securities of the
Fund, and (b) by a vote of a majority of the Directors of the
Fund who are not "interested persons," as defined in the
Investment Company Act, of the Fund cast in person at a meeting
for the purpose of voting on this Agreement.
Either party hereto may terminate this Agreement on any date,
without the payment of a penalty, by giving the other party at least
60 days' prior written notice of such termination specifying the
date fixed therefor. In particular, this Agreement may be terminated
at any time, without payment of any penalty, by vote of a majority
of the members of the Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund on not
more than 60 days' written notice to the Underwriter.
Without prejudice to any other remedies of the Fund provided for in
this Agreement or otherwise, the Fund may terminate this Agreement
at any time immediately upon the Underwriter's failure to fulfill
any of the obligations of the Underwriter hereunder.
14. The Underwriter expressly agrees that, notwithstanding anything to
the contrary herein, or in any applicable law, it will look solely
to the assets of the Fund for any obligations of the Fund hereunder
and nothing herein shall be construed to create any personal
liability on the part of any Director or any shareholder of the
Fund.
<PAGE>
15. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 15, the
definition of "assignment" contained in the Investment Company Act
shall be applied.
16. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
17. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the Fund and the Underwriter and, if applicable, approved in the
manner required by the Investment Company Act.
18. Each provision of this Agreement is intended to be severable. If any
provision of this Agreement shall be held illegal or made invalid by
a court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the
remainder of this Agreement.
19. This Agreement and the application and interpretation hereof shall
be governed exclusively by the laws of the State of Colorado.
IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
and the Underwriter has caused its corporate seal to be affixed as of the day
and year first above written.
INVESCO TREASURER'S SERIES FUNDS, INC.
ATTEST:
By: /s/ Mark H. Williamson
----------------------
Mark H. Williamson
President
/s/ Glen A. Payne
- ---------------------------
Glen A. Payne
Secretary
<PAGE>
INVESCO DISTRIBUTORS, INC.
ATTEST:
By: /s/ Ronald L. Grooms
---------------------
Ronald L. Grooms
Senior Vice President
/s/ Glen A. Payne
- ---------------------------
Glen A. Payne
Secretary
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 1st day of June, 1999, between INVESCO
TREASURER'S SERIES FUNDS, INC., a Maryland corporation, having its principal
office and place of business at 7800 East Union Avenue, Denver, Colorado 80237
(hereinafter referred to as the "Fund") and INVESCO FUNDS GROUP, INC., a
Delaware corporation, having its principal place of business at 7800 East Union
Avenue, Denver, Colorado 80237 (hereinafter referred to as the "Transfer
Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary, Treasurer, or
any other person, whether or not any such person is an
officer or employee of the Fund, duly authorized to give
Oral Instructions and Written Instructions on behalf of the
Fund as indicated in a certification as may be received by
the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is
actually received by the Transfer Agent and signed on behalf
of the Fund by any two officers thereof;
(c) "Commission" shall have the meaning given it in the 1940
Act;
(d) "Custodian" refers to the custodian of all of the securities
and other moneys owned by the Fund;
(e) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the currently effective prospectus
relating to the Fund's Shares registered under the
Securities Act of 1933;
<PAGE>
(g) "Shares" refers to the shares of common stock, $.01 par
value, of the Fund;
(h) "Shareholder" means a record owner of Shares;
(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver
is able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended
from time to time.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does
hereby represent and warrant to the Fund that it has an
effective registration statement on SEC Form TA-1 and,
accordingly, has duly registered as a transfer agent as
provided in Section 17A(c) of the Securities Exchange Act of
1934.
3. APPOINTMENT OF THE TRANSFER AGENT. The Fund hereby appoints
and constitutes the Transfer Agent as transfer agent for all
of the Shares of the Fund authorized as of the date hereof,
and the Transfer Agent accepts such appointment and agrees to
perform the duties herein set forth. If the board of directors
of the Fund hereafter reclassifies the Shares, by the creation
of one or more additional series or otherwise, the Transfer
Agent agrees that it will act as transfer agent for the Shares
so reclassified on the terms set forth herein.
4. COMPENSATION.
(a) The Fund will initially compensate the Transfer Agent for
its services rendered under this Agreement in accordance
with the fees set forth in the Fee Schedule annexed hereto
and incorporated herein.
(b) The parties hereto will agree upon the compensation for
acting as transfer agent for any series of Shares
hereafter designated and established at the time that the
Transfer Agent commences serving as such for said series,
and such agreement shall be reflected in a Fee Schedule
for that series, dated and signed by an authorized officer
of each party hereto, to be attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Fee
<PAGE>
Schedule, dated and signed by an authorized officer of
each party hereto, and a certified copy of the resolution
of the board of directors of the Fund authorizing such
revised Fee Schedule.
(d) The Transfer Agent will bill the Fund as soon as
practicable after the end of each calendar month, and said
billings will be detailed in accordance with the Fee
Schedule for the Fund. The Fund will promptly pay to the
Transfer Agent the amount of such billing.
5. DOCUMENTS. In connection with the appointment of the Transfer
Agent, the Fund shall, on or before the date this Agreement
goes into effect, file with the Transfer Agent the following
documents:
(a) A certified copy of the Articles of Incorporation of the
Fund, including all amendments thereto, as then in effect;
(b) A certified copy of the Bylaws of the Fund, as then in
effect;
(c) Certified copies of the resolutions of the board of
directors authorizing this Agreement and designating
Authorized Persons to give instructions to the Transfer
Agent;
(d) A specimen of the certificate for Shares of the Fund in
the form approved by the board of directors, with a
certificate of the Secretary of the Fund as to such
approval;
(e) All account application forms and other documents relating
to Shareholder accounts;
(f) A certified list of Shareholders of the Fund with the
name, address and tax identification number of each
Shareholder, and the number of Shares held by each,
certificate numbers and denominations (if any certificates
have been issued), lists of any accounts against which
stops have been placed, together with the reasons for said
stops, and the number of Shares redeemed by the Fund;
(g) Copies of all agreements then in effect between the Fund
and any agent with respect to the issuance, sale, or
cancellation of Shares; and
<PAGE>
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares.
6. FURTHER DOCUMENTATION. The Fund will also furnish from time to
time the following documents:
(a) Each resolution of the board of directors authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the Commission, and
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Fund;
(c) A certified copy of each amendment to the Articles of
Incorporation and the Bylaws of the Fund;
(d) Certified copies of each resolution of the board of
directors designating Authorized Persons to give
instructions to the Transfer Agent;
(e) Certificates as to any change in any officer, director, or
Authorized Person of the Fund;
(f) Specimens of all new certificates for Shares accompanied
by the Fund's resolutions of the board of directors
approving such forms; and
(g) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for the
Transfer Agent in the proper performance of its duties.
7. CERTIFICATES FOR SHARES AND RECORDS PERTAINING THERETO.
-------------------------------------------------------------
(a) At the expense of the Fund, the Transfer Agent shall
maintain an adequate supply of blank share certificates
to meet the Transfer Agent's requirements therefor. Such
share certificates shall be properly signed by facsimile.
The Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund whose
signature appears on such certificates, the Transfer
Agent may continue to countersign certificates which bear
such signatures until otherwise directed by the Fund.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares
of the Fund in accordance with the instructions of the
Fund and to confirm such issuance to the Shareholder and
<PAGE>
the Fund or its designee.
(c) The Fund hereby authorizes the Transfer Agent to issue
replacement share certificates in lieu of certificates
which have been lost, stolen or destroyed, without any
further action by the board of directors or any officer
of the Fund, upon receipt by the Transfer Agent of
properly executed affidavits or lost certificate bonds,
in form satisfactory to the Transfer Agent, with the Fund
and the Transfer Agent as obligees under any such bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented
thereby and the holder of record. The Transfer Agent
shall further maintain a stop transfer record on lost
and/or replaced certificates.
(e) The Transfer Agent may establish such additional rules
and regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally
adopted by transfer agents.
8. Sale of Fund Shares.
-------------------
(a) Whenever the Fund or its authorized agent shall sell or
cause to be sold any Shares, the Fund or its authorized
agent shall provide or cause to be provided to the
Transfer Agent information including: (i) the number of
Shares sold, trade date, and price; (ii) the amount of
money to be delivered to the Custodian for the sale of
such Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares
of the Fund and drawn or endorsed to the Transfer Agent
as agent for, or identified as being for the account of,
the Fund, promptly deposit such check or other payment to
the appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the Fund, or
its designee, and the Custodian of all purchases and
related account adjustments.
(c) Upon receipt of the notification required under paragraph
(a) hereof and the notification from the Custodian that
<PAGE>
such money has been received by it, the Transfer Agent
shall issue to the purchaser or his authorized agent such
Shares as he is entitled to receive, based on the
appropriate net asset value of the Fund's Shares,
determined in accordance with applicable federal law or
regulation, as described in the Prospectus for the Fund.
In issuing Shares to a purchaser or his authorized agent,
the Transfer Agent shall be entitled to rely upon the
latest written directions, if any, previously received by
the Transfer Agent from the purchaser or his authorized
agent concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any
Shares of the Fund where it has received Written
Instructions from the Fund or written notification from
any appropriate federal or state authority that the sale
of the Shares of the Fund has been suspended or
discontinued, and the Transfer Agent shall be entitled to
rely upon such Written Instructions or written
notification.
(e) Upon the issuance of any Shares of the Fund in accordance
with the foregoing provision of this Article, the
Transfer Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid
by the Fund in connection with such issuance.
9. RETURNED CHECKS. In the event that any check or other order
for the payment of money is returned unpaid for any reason,
the Transfer Agent will: (i) give prompt notice of such return
to the Fund or its designee; (ii) place a stop transfer order
against all Shares issued or held on deposit as a result of
such check or order; (iii) in the case of any Shareholder who
has obtained redemption checks, place a stop payment order on
the checking account on which such checks are issued; and (iv)
take such other steps as the Transfer Agent may, in its
discretion, deem appropriate or as the Fund or its designee
may instruct.
10. REDEMPTIONS.
(a) Redemptions By Mail or In Person. Shares of the Fund will
be redeemed upon receipt by the Transfer Agent of: (i) a
written request for redemption, signed by each registered
owner exactly as the Shares are registered; (ii)
certificates properly endorsed for any Shares for which
certificates have been issued; (iii) signature guarantees
to the extent required by the Transfer Agent as described
<PAGE>
in the Prospectus for the Fund; and (iv) any additional
documents required by the Transfer Agent for redemption
by corporations, executors, administrators, trustees and
guardians.
(b) Wire Orders or Telephone Redemptions. The Transfer Agent
will, consistent with procedures which may be established
by the Fund from time to time for redemption by wire or
telephone, upon receipt of such a wire order or telephone
redemption request, redeem Shares and transmit the
proceeds of such redemption to the redeeming Shareholder
as directed. All wire or telephone redemptions will be
subject to such additional requirements as may be
described in the Prospectus for the Fund. Both the Fund
and the Transfer Agent reserve the right to modify or
terminate the procedures for wire order or telephone
redemptions at any time.
(c) Processing Redemptions. Upon receipt of all necessary
information and documentation relating to a redemption,
the Transfer Agent will issue to the Custodian an advice
setting forth the number of Shares of the Fund received
by the Transfer Agent for redemption and that such shares
are valid and in good form for redemption. The Transfer
Agent shall, upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such moneys
to the Shareholder, his authorized agent or legal
representative.
11. Transfers and Exchanges. The Transfer Agent is authorized to
review and process transfers of Shares of the Fund and to the
extent, if any, permitted in the Prospectus for the Fund,
exchanges between the Fund and other mutual funds advised by
INVESCO Funds Group, Inc., on the records of the Fund
maintained by the Transfer Agent. If Shares to be transferred
are represented by outstanding certificates, the Transfer
Agent will, upon surrender to it of the certificates in proper
form for transfer, and upon cancellation thereof, countersign
and issue new certificates for a like number of Shares and
deliver the same. If the Shares to be transferred are not
represented by outstanding certificates, the Transfer Agent
will, upon an order therefor by or on behalf of the registered
holder thereof in proper form, credit the same to the
transferee on its books. If Shares are to be exchanged for
Shares of another mutual fund, the Transfer Agent will process
such exchange in the same manner as a redemption and sale of
Shares, except that it may in its discretion waive
<PAGE>
requirements for information and documentation.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis
for any claims adverse to such transfer or redemption. The
Transfer Agent may, in effecting transfers, rely upon the
provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, which in the
opinion of legal counsel for the Fund or of its own legal
counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of the
Fund, and the Fund shall indemnify the Transfer Agent for any
act done or omitted by it in reliance upon such laws or
opinions of counsel to the Fund or of its own counsel.
13. DISTRIBUTIONS.
(a) The Fund will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Fund
shall furnish to the Transfer Agent a resolution of the
board of directors of the Fund certified by the Secretary
authorizing the declaration of dividends and authorizing
the Transfer Agent to rely on Oral Instructions or a
Certificate specifying the date of the declaration of
such dividend or distribution, the date of payment
thereof, the record date as of which Shareholders
entitled to payment shall be determined, the amount
payable per share to Shareholders of record as of that
date, and the total amount payable to the Transfer Agent
on the payment date.
(b) The Transfer Agent will, on or before the payable date of
any dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay said dividend or
distribution, and the Fund agrees that, on or before the
mailing date of such dividend or distribution, it shall
instruct the Custodian to place in a dividend disbursing
account funds equal to the cash amount to be paid out.
The Transfer Agent, in accordance with Shareholder
instructions, will calculate, prepare and mail checks to,
or (where appropriate) credit such dividend or
<PAGE>
distribution to the account of, Fund Shareholders, and
maintain and safeguard all underlying records.
(c) The Transfer Agent will replace lost checks upon receipt
of properly executed affidavits and maintain stop payment
orders against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested
in Shares of the Fund.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
board of directors of the Fund.
(f) If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payment to all
Shareholders of the Fund as of the record date, the
Transfer Agent shall, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record
date until such sufficient cash is provided to the
Transfer Agent.
14. OTHER DUTIES. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and
functions as are set forth in the Fee Schedules(s) hereto from
time to time.
15. TAXES. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividends and capital gain distributions with the proper
federal, state and local authorities as are required by law to
be filed by the Fund and shall withhold such sums as are
required to be withheld by applicable law.
16. BOOKS AND RECORDS.
(a) The Transfer Agent shall maintain records showing for
each investor's account the following: (i) names,
addresses, tax identifying numbers and assigned account
numbers; (ii) numbers of Shares held; (iii) historical
information regarding the account of each Shareholder,
including dividends paid and date and price of all
transactions on a Shareholder's account; (iv) any stop or
restraining order placed against a Shareholder's account;
(v) information with respect to withholdings in the case
of a foreign account; (vi) any capital gain or dividend
<PAGE>
reinvestment order, plan application, dividend address
and correspondence relating to the current maintenance of
a Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates;
and (viii) any information required in order for the
Transfer Agent to perform the calculations contemplated
or required by this Agreement.
(b) Any records required to be maintained by Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed
in Rule 31a-2 under the 1940 Act. Such records may be
inspected by the Fund at reasonable times. The Transfer
Agent may, at its option at any time, and shall forthwith
upon the Fund's demand, turn over to the Fund and cease
to retain in the Transfer Agent's files, records and
documents created and maintained by the Transfer Agent in
performance of its services or for its protection. At the
end of the six-year retention period, such records and
documents will either be turned over to the Fund, or
destroyed in accordance with the Fund's authorization.
17. SHAREHOLDER RELATIONS.
(a) The Transfer Agent will investigate all Shareholder
inquiries related to Shareholder accounts and respond
promptly to correspondence from Shareholders.
(b) The Transfer Agent will address and mail all
communications to Shareholders or their nominees,
including proxy material and periodic reports to
Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, and certify to
the Secretary of the Fund Shares to be voted at meetings.
18. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any
paper or document believed by it to be genuine and to
have been signed by an Authorized Person and shall not be
held to have any notice of any change of authority of any
person until receipt of written certification thereof
<PAGE>
from the Fund. It shall also be protected in processing
Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the officers
of the Fund and the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions,
and, at the expense of the Fund, may seek advice from
legal counsel for the Fund, with respect to any matter
arising in connection with this Agreement, and it shall
not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such
Written Instructions or with the opinion of such counsel.
In addition, the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests given to
them by any person representing or acting on behalf of
the Fund only if said representative is known by the
Transfer Agent, its officers, agents or employees, to be
an Authorized Person. The Transfer Agent shall have no
duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any
act done by it upon the request or direction of
Authorized Persons of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any Shares of
the Fund, or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any
Shares of the Fund, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of
any dividend by the Fund, or the legality of the issue of
any Shares of the Fund in payment of any stock dividend;
or (iv) the legality of any recapitalization or
readjustment of the Shares of the Fund.
19. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this
Agreement, employ agents or attorneys in fact, and shall
not be liable for any loss arising out of or in
connection with its actions under this Agreement so long
as it acts in good faith and with due diligence, and is
not negligent or guilty of any willful misconduct.
<PAGE>
(b) The Fund hereby agrees to indemnify and hold harmless the
Transfer Agent from and against any and all claims,
demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature
which the Transfer Agent may sustain or incur or which
may be asserted against the Transfer Agent by any person
by reason of, or as a result of: (i) any action taken or
omitted to be taken by the Transfer Agent in good faith
in reliance upon any Certificate, instrument, order or
stock certificate believed by it to be genuine and to be
signed, countersigned or executed by any duly Authorized
Person, upon the Oral Instructions or Written
Instructions of an Authorized Person of the Fund or upon
the opinion of legal counsel for the Fund or its own
counsel; or (ii) any action taken or omitted to be taken
by the Transfer Agent in connection with its appointment
in good faith in reliance upon any law, act, regulation
or interpretation of the same even though the same may
thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall not
apply to actions or omissions of the Transfer Agent or
its directors, officers, employees or agents in cases of
its own gross negligence, willful misconduct, bad faith,
or reckless disregard of its or their own duties
hereunder.
20. AFFILIATION BETWEEN FUND AND TRANSFER AGENT. It is understood
that the directors, officers, employees, agents and Shareholders
of the Fund, and the officers, directors, employees, agents and
shareholders of the Fund's investment adviser, INVESCO Funds
Group, Inc. (the "Adviser"), are or may be interested in the
Transfer Agent as directors, officers, employees, agents,
shareholders, or otherwise, and that the directors, officers,
employees, agents or shareholders of the Transfer Agent may be
interested in the Fund as directors, officers, employees, agents,
shareholders, or otherwise, or in the Adviser as officers,
directors, employees, agents, shareholders or otherwise.
21. TERM.
----
(a) This Agreement shall become effective on June 1, 1999
after approval by vote of a majority (as defined in the
1940 Act) of the Fund's board of directors, including a
majority of the directors who are not interested persons
of the Fund (as defined in the 1940 Act), and shall
continue in effect for an initial term expiring June 1,
2000 and from year to year thereafter, so long as such
<PAGE>
continuance is specifically approved at least annually
both: (i) by either the board of directors or the vote of
a majority of the outstanding voting securities of the
Fund; and (ii) by a vote of the majority of the directors
who are not interested persons of the Fund (as defined in
the 1940 Act) cast in person at a meeting called for the
purpose of voting upon such approval.
(b) Either of the parties hereto may terminate this Agreement
by giving to the other party a notice in writing
specifying the date of such termination, which shall not
be less than 60 days after the date of receipt of such
notice. In the event such notice is given by the Fund, it
shall be accompanied by a resolution of the board of
directors, certified by the Secretary, electing to
terminate this Agreement and designating a successor
transfer agent.
22. AMENDMENT. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the formality of this Agreement, and (i)
authorized or approved by the resolution of the board of
directors, including a majority of the directors of the Fund
who are not interested persons of the Fund as defined in the
1940 Act, or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
23. SUBCONTRACTING. The Fund agrees that the Transfer Agent may,
in its discretion, subcontract for certain of the services to
be provided hereunder; provided, however, that the transfer
agent will be liable to the Fund for any loss arising out of
or in connection with the actions of any subcontractor, if the
subcontractor fails to act in good faith and with due
diligence or is negligent or guilty of any willful misconduct.
24. MISCELLANEOUS.
(a) Any notice and other instrument in writing,
authorized or required by this Agreement to be given
to the Fund or the Transfer Agent, shall be
sufficiently given if addressed to that party and
mailed or delivered to it at its office set forth
below or at such other place as it may from time to
time designate in writing.
<PAGE>
To the Fund:
INVESCO Treasurer's Series Funds, Inc.
Post Office Box 173706
Denver, Colorado 80217-3706
Attention: Mark H. Williamson, President
To the Transfer Agent:
INVESCO Funds Group, Inc.
Post Office Box 173706
Denver, Colorado 80217-3706
Attention: Ronald L. Grooms, Senior Vice President
(b) This Agreement shall not be assignable and in the
event of its assignment (in the sense contemplated by
the 1940 Act), it shall automatically terminate.
(c) This Agreement shall be construed in accordance with
the laws of the State of Colorado.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Mark H. Williamson,
President
ATTEST:
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
----------------------------------
Ronald L. Grooms, Senior Vice
ATTEST: President
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
<PAGE>
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated June 1, 1999,
between INVESCO Treasurer's Series Funds, Inc. (the "Fund") and INVESCO Funds
Group, Inc. as Transfer Agent (the "Agreement").
ACCOUNT MAINTENANCE CHARGES. INVESCO, pursuant to the terms of the
Advisory Agreement dated June 1, 1999, will not charge the Funds any fees under
this Transfer Agency Agreement. However, this commitment may be changed
following consultation with the board of directors.
EXPENSES. The Fund shall not be liable for reimbursement to the
Transfer Agent of expenses incurred by it in the performance of services
pursuant to the Agreement, provided, however, that nothing herein or in the
Agreement shall be construed as affecting in any manner any obligations assumed
by the Fund with respect to expense payment or reimbursement pursuant to a
separate written agreement between the Fund and the Transfer Agent or any
affiliate thereof.
Effective this 1st day of June, 1999.
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Mark H. Williamson,
President
ATTEST:
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
----------------------------------
Ronald L. Grooms, Senior Vice
ATTEST: President
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 1st day of June, 1999, in Denver, Colorado, by
and between INVESCO TREASURER'S SERIES FUNDS, INC., a Maryland corporation (the
"Fund"), and INVESCO FUNDS GROUP, INC., a Delaware corporation (hereinafter
referred to as "INVESCO").
WHEREAS, the Fund is engaged in business as an open-end management
investment company, is registered as such under the Investment Company Act of
1940, as amended (the "Act"), and is authorized to issue shares representing
interests in the following separate portfolios of investments: (1) INVESCO
Treasurer's Money Market Reserve Fund and (2) INVESCO Treasurer's Tax-Exempt
Reserve Fund(the "Portfolios"); and
WHEREAS, INVESCO is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser and providing certain other administrative, sub-accounting
and recordkeeping services to certain investment companies, including the Fund;
and
WHEREAS, the Fund desires to retain INVESCO to render certain
administrative, sub-accounting and recordkeeping services (the "Services") in
the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, INVESCO desires to be retained to perform such services on
said terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and INVESCO agree as follows:
1. The Fund hereby retains INVESCO to provide, or, upon receipt of written
approval of the Fund arrange for other companies, including affiliates of
INVESCO, to provide to the Portfolios: A) such sub-accounting and recordkeeping
services and functions as are reasonably necessary for the operation of the
Portfolios. Such services shall include, but shall not be limited to,
preparation and maintenance of the following required books, records and other
documents: (1) journals containing daily itemized records of all purchases and
sales, and receipts and deliveries of securities and all receipts and
disbursements of cash and all other debits and credits, in the form required by
Rule 31a-1(b)(1) under the Act; (2) general and auxiliary ledgers reflecting all
asset, liability, reserve, capital, income and expense accounts, in the form
required by Rules 31a-1(b)(2)(i) - (iii) under the Act; (3) a securities record
or ledger reflecting separately for each portfolio security as of trade date all
"long" and "short" positions carried by the Portfolios for the account of the
<PAGE>
Portfolios, if any, and showing the location of all securities long and the
off-setting position to all securities short, in the form required by Rule
31a-1(b)(3) under the Act; (4) a record of all portfolio purchases or sales, in
the form required by Rule 31a-1(b)(6) under the Act; (5) a record of all puts,
calls, spreads, straddles and all other options, if any, in which the Portfolios
have any direct or indirect interest or which the Portfolios have granted or
guaranteed, in the form required by Rule 31a-1(b)(7) under the Act; (6) a record
of the proof of money balances in all ledger accounts maintained pursuant to
this Agreement, in the form required by Rule 31a- 1(b)(8) under the Act; and (7)
price make-up sheets and such records as are necessary to reflect the
determination of the Portfolios' net asset value. The foregoing books and
records shall be maintained and preserved by INVESCO in accordance with and for
the time periods specified by applicable rules and regulations, including Rule
31a-2 under the Act. All such books and records shall be the property of the
Fund and, upon request therefor, INVESCO shall surrender to the Fund such of the
books and records so requested; and B) such sub-accounting, recordkeeping and
administrative services and functions, which shall be furnished by a
wholly-owned subsidiary of INVESCO, as are reasonably necessary for the
operation of Portfolio shareholder accounts maintained by certain retirement
plans and employee benefit plans for the benefit of participants in such plans.
Such services and functions shall include, but shall not be limited to: (1)
establishing new retirement plan participant accounts; (2) receipt and posting
of weekly, bi-weekly and monthly retirement plan contributions; (3) allocation
of contributions to each participant's individual Portfolio account; (4)
maintenance of separate account balances for each source of retirement plan
money (i.e., Company, Employee, Voluntary, Rollover) invested in the Portfolios;
(5) purchase, sale, exchange or transfer of monies in the retirement plan as
directed by the relevant party; (6) distribution of monies for participant
loans, hardships, terminations, death or disability payments; (7) distribution
of periodic payments for retired participants; (8) posting of distributions of
interest, dividends and long-term capital gains to participants by the
Portfolios; (9) production of monthly, quarterly and/or annual statements of all
Portfolio activity for the relevant parties; (10) processing of participant
maintenance information for investment election changes, address changes,
<PAGE>
beneficiary changes and Qualified Domestic Relations Orders; (11) responding to
telephone and written inquiries concerning Portfolio investments, retirement
plan provisions and compliance issues; (12) performing discrimination testing
and counseling employers on cure options on failed tests; (13) preparation of
1099R and W2P participant IRS tax forms; (14) preparation of, or assisting in
the preparation of, 5500 Series tax forms, Summary Plan Descriptions and
Determination Letters; and (15) reviewing legislative and IRS changes to keep
the retirement plan in compliance with applicable law.
2. INVESCO shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from time
to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, such staff and personnel shall be deemed to include officers of
INVESCO and persons employed or otherwise retained by INVESCO to provide or
assist in providing the Services to the Portfolios.
3. INVESCO shall, at its own expense, provide such office space,
facilities and equipment (including, but not limited to, computer equipment,
communication lines and supplies) and such clerical help and other services as
shall be necessary to provide the Services to the Portfolios. In addition,
INVESCO may arrange on behalf of the Fund to obtain pricing information
regarding the Portfolios' investment securities from such company or companies
as are approved by a majority of the Fund's board of directors; and, if
necessary, the Fund shall be financially responsible to such company or
companies for the reasonable cost of providing such pricing information.
4. The Fund will, from time to time, furnish or otherwise make available
to INVESCO such information relating to the business and affairs of the
Portfolios as INVESCO may reasonably require in order to discharge its duties
and obligations hereunder.
5. INVESCO, pursuant to the terms of the advisory agreement dated June 1,
1999, will not charge the Portfolios any fees under this Administrative Services
Agreement. However, this commitment may be changed following consultation with
the board of directors.
6. INVESCO will permit representatives of the Fund including the Fund's
independent auditors to have reasonable access to the personnel and records of
INVESCO in order to enable such representatives to monitor the quality of
services being provided and the level of fees due INVESCO pursuant to this
Agreement. In addition, INVESCO shall promptly deliver to the board of directors
<PAGE>
of the Fund such information as may reasonably be requested from time to time to
permit the board of directors to make an informed determination regarding
continuation of this Agreement and the payments contemplated to be made
hereunder.
7. This Agreement shall remain in effect until no later than June 1, 2000
and from year to year thereafter provided such continuance is approved at least
annually by the vote of a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of any
such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; and further provided, however, that (a) the
Fund may, at any time and without the payment of any penalty, terminate this
Agreement upon thirty days written notice to INVESCO; (b) the Agreement shall
immediately terminate in the event of its assignment (within the meaning of the
Act and the Rules thereunder) unless the Board of Directors of the Fund approves
such assignment; and (c) INVESCO may terminate this Agreement without payment of
penalty on sixty days written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
pre-paid, to the other party at the principal office of such party.
8. This Agreement shall be construed in accordance with the laws of the
State of Colorado and the applicable provisions of the Act. To the extent the
applicable law of the State of Colorado or any of the provisions herein conflict
with the applicable provisions of the Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
-----------------------------
ATTEST: Mark H. Williamson, President
/s/ Glen A. Payne
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Glen A. Payne
Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
---------------------
ATTEST: Ronald L. Grooms
Senior Vice President
/s/ Glen A. Payne
- -----------------
Glen A. Payne
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. 23 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated July 6, 1999, relating to the financial
statements and financial highlights appearing in the May 31, 1999 Annual Report
to shareholders of INVESCO Treasurer's Series Funds, Inc. (formerly, 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 Prospectuses and under the heading
"Independent Accountants" in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
July 26, 1999
