SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INVESCO Treasurer's Series Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:_______________
(3) Filing Party:_______________________________________________
(4) Date Filed:_________________________________________________
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INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
(each a series of INVESCO Treasurer's Series Trust)
March 23, 1999
Dear Shareholder:
The attached proxy materials seek your approval to convert each of INVESCO
Treasurer's Money Market Reserve Fund ("Money Fund") and INVESCO Treasurer's
Tax-Exempt Reserve Fund ("Tax-Exempt Fund") (each a "Fund" or collectively, the
"Funds"), each a series of INVESCO Treasurer's Series Trust ("Treasurer's Series
Trust"), into portfolios of INVESCO Treasurers' Series Funds, Inc. to make
certain changes in the fundamental policies of those Funds, to approve the
proposed Investment Advisory Agreement with INVESCO Funds Group, Inc.
("INVESCO"), to elect trustees of Treasurer's Series Trust, and to ratify the
appointment of PricewaterhouseCoopers LLP as independent accountants of both
Funds.
YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
The conversion of the Funds to portfolios of INVESCO Treasurers' Series Funds,
Inc., will streamline and render more efficient the administration of the Funds.
The changes to the fundamental policies of the Funds have been approved by the
board of trustees in order to simplify and modernize the Funds' fundamental
investment restrictions and make them more uniform with those of the other
INVESCO Funds. The attached proxy materials provide more information about the
proposed conversion, as well as the proposed changes in fundamental policies,
adviser, and the other matters you are being asked to vote upon.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your
shares early will permit the Funds to avoid costly follow-up mail and telephone
solicitation. After reviewing the attached materials, please complete, date and
sign your proxy card and mail it in the enclosed return envelope promptly. As an
alternative to using the paper proxy card to vote, you may vote by telephone, by
facsimile, through the Internet, or in person.
Very truly yours,
Mark H. Williamson
President
INVESCO Treasurer's Series Trust
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INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
(EACH A SERIES OF INVESCO TREASURER'S SERIES TRUST)
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NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
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To The Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of the
INVESCO Treasurer's Money Market Reserve Fund ("Money Fund") and INVESCO
Treasurer's Tax-Exempt Reserve Fund ("Tax-Exempt Fund") (each a "Fund" or
collectively, the "Funds"), each a series of INVESCO Treasurer's Series Trust
("Treasurer's Series Trust"), will be held on May 20, 1999, at 10:00 a.m.,
Mountain Time, at the office of INVESCO Funds Group, Inc., 7800 East Union
Avenue, Denver, Colorado, for the following purposes:
(1) To approve an Agreement and Plan of Conversion and Termination
providing for the conversion of Money Fund from a series of
Treasurers' Series Trust into a separate series of INVESCO
Treasurers' Series Funds, Inc. and the conversion of Tax-Exempt Fund
from a series of Treasurer's Series Trust into a separate series of
INVESCO Treasurers' Series Funds, Inc.;
(2) To approve certain changes to the fundamental investment
restrictions of each Fund;
(3) To approve the proposed Investment Advisory Agreement with INVESCO
Funds Group, Inc.;
(4) To elect trustees of Treasurer's Series Trust;
(5) To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of each Fund; and
(6) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournment thereof if you
owned shares of a Fund at the close of business on March 12, 1999. IF YOU ATTEND
THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT TO ATTEND
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THE MEETING, PLEASE , DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
By order of the Board of Trustees,
Glen A. Payne
Secretary
March 23, 1999
Denver, Colorado
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date
and sign the card, and return it in the envelope provided. IF YOU DATE, SIGN AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing in your proxy card
promptly. As an alternative to using the paper proxy card to vote, you may vote
by telephone, through the Internet, by facsimile machine or in person. To vote
by telephone, please call 1-800-690-6903. Shares that are registered in your
name, as well as shares held in "street name" through a broker, may be voted via
the Internet or by telephone. To vote in this manner, you will need the 12-digit
"control" number that appears on your proxy card. To vote via the Internet,
please access http://www.proxyvote.com on the World Wide Web. In addition,
shares that are registered in your name may be voted by faxing your completed
proxy card to 1-516-254-7564. If we do not receive your completed proxy card(s)
after several weeks, you may be contacted by our proxy solicitor, Shareholder
Communications Corporation. Our proxy solicitor will remind you to vote your
shares or will record your vote over the phone if you choose to vote in that
manner.
Unless proxy cards submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
card, they will not be voted.
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INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
(EACH A SERIES OF INVESCO TREASURER'S SERIES TRUST)
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
(TOLL FREE) 1-800-525-8085
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
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VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO
Treasurer's Money Market Reserve Fund ("Money Fund") and INVESCO Treasurer's
Tax-Exempt Reserve Fund ("Tax-Exempt Fund") (each a "Fund" or collectively, the
"Funds"), each a series of INVESCO Treasurer's Series Trust ("Treasurer's Series
Trust"), in connection with the solicitation of proxies from shareholders of the
Funds by the Board of Trustees of the Treasurer's Series Trust ("Board") for use
at a special meeting of shareholders to be held on May 20, 1999 ("Meeting"), and
at any adjournment of the Meeting. This Proxy Statement is first being mailed to
shareholders on or about March 23, 1999.
For each Fund, a majority of the Fund's shares outstanding on March 12,
1999 (the "Record Date"), represented in person or by proxy, shall constitute a
quorum and must be present for the transaction of business at the Meeting. If a
quorum is not present at the Meeting or a quorum is present but sufficient votes
to approve one or more of the proposals set forth in this Proxy Statement are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented at
the Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST a proposal
against such adjournment. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received with respect to such proposal and it is otherwise
appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
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will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present or outstanding. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of each of
the proposals and the duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Meeting. The proxy card may be revoked
by giving another proxy or by letter or telegram revoking the initial proxy. To
be effective, revocation must be received by the Treasurer's Series Trust prior
to the Meeting and must indicate your name and account number. If you attend the
Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby
canceling any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than
one account in a Fund listed under the same Social Security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, Money Fund had _______ shares of common stock
outstanding and Tax-Exempt Fund had ______ shares of common stock outstanding.
The solicitation of proxies, the cost of which will be borne half by INVESCO
Funds Group, Inc. ("INVESCO") and half by the Funds, will be made primarily by
mail but also may be made by telephone or oral communications by representatives
of INVESCO and INVESCO Distributors, Inc. ("IDI"), the distributor of the
INVESCO group of investment companies ("INVESCO Funds"), none of whom will
receive any compensation for these activities from the Funds, or by Shareholder
Communications Corporation, professional proxy solicitors, who will be paid fees
and expenses of up to approximately $4,678.00 for soliciting services. If votes
are recorded by telephone, Shareholder Communications Corporation will use
procedures designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions, and to confirm that a shareholder's instructions have been
properly recorded. You may also vote by mail, by facsimile or through a secure
Internet site. Proxies voted at the Meeting by telephone, facsimile or Internet
may be revoked at any time before they are voted in the same manner that proxies
voted by mail may be revoked.
COPIES OF THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, OF MONEY FUND AND TAX-EXEMPT FUND HAVE PREVIOUSLY BEEN
DELIVERED TO THEIR RESPECTIVE SHAREHOLDERS. SHAREHOLDERS MAY REQUEST COPIES OF
THESE REPORTS, WITHOUT CHARGE, BY WRITING TO INVESCO DISTRIBUTORS, INC., P.O.
BOX 173706, DENVER, COLORADO 80217-3706, OR BY CALLING TOLL-FREE 1-800-525-8085.
Except as set forth in Appendix A, INVESCO does not know of any person who
owns beneficially 5% or more of the shares of either Fund. Trustees and officers
of the Trust own in the aggregate less than 1 % of the shares of each Fund.
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VOTE REQUIRED.
Approval of Proposal 1 with respect to either Fund requires the
affirmative vote of a majority of the outstanding voting securities of that
Fund. Approval of Proposals 2 or 3 with respect to each Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act").
This means that Proposals 2 or 3 must be approved by the lesser of (i) 67% of a
Fund's shares present at a Meeting of shareholders if the owners of more than
50% of that Fund's shares then outstanding are present in person or by proxy or
(ii) more than 50% of that Fund's outstanding shares. A plurality of the votes
cast at the Meeting is sufficient to approve Proposal 4. Approval of Proposal 5
requires the affirmative vote of a majority of the votes present at the Meeting,
provided a quorum is present. Each outstanding full share of each Fund is
entitled to one vote, and each outstanding fractional share thereof is entitled
to a proportionate fractional share of one vote. If any Proposal is not approved
by the requisite vote of shareholders, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies.
PROPOSAL 1. TO APPROVE AN AGREEMENT AND PLAN OF CONVERSION AND TERMINATION
("CONVERSION PLAN") PROVIDING FOR THE CONVERSION OF MONEY FUND FROM A
SEPARATE SERIES OF TREASURER'S SERIES TRUST TO A SEPARATE SERIES OF A
MARYLAND CORPORATION (INVESCO TREASURERS' SERIES FUNDS, INC.) AND
PROVIDING FOR THE CONVERSION OF TAX-EXEMPT FUND FROM A SEPARATE SERIES OF
TREASURER'S SERIES TRUST TO A SEPARATE SERIES OF INVESCO TREASURERS'
SERIES FUNDS, INC.
Each Fund is presently organized as a series of Treasurer's Series Trust.
The Board, including a majority of its trustees who are not "interested
persons," as that term is defined in the 1940 Act, of either Treasurer's Series
Trust or, INVESCO, or INVESCO Capital Management, Inc. ("ICM") ("Independent
Trustees"), has unanimously approved the Conversion Plan in the form attached to
this Proxy Statement as Appendix B. The Conversion Plan provides for the
conversion of Money Fund from a separate series of Treasurer's Series Trust, a
Massachusetts business trust, to a newly established separate series ("Money New
Series") of INVESCO Treasurers' Series Funds, Inc. ("Treasurers' Series Funds"),
a Maryland corporation ("Money Fund Conversion"). The Conversion Plan also
provides for the conversion of Tax-Exempt Fund from a separate series of
Treasurer's Series Trust to a newly established separate series ("Tax-Exempt New
Series" and, together with Money New Series, "New Series") of Treasurers' Series
Funds ("Tax-Exempt Fund Conversion" and, together with Money Fund Conversion,
"Conversions"). Treasurers' Series Funds is referred to herein as the "Company."
THE PROPOSED CONVERSIONS WILL HAVE NO MATERIAL EFFECT ON SHAREHOLDERS, OFFICERS,
OPERATIONS OR THE MANAGEMENT OF EITHER FUND.
Money New Series and Tax-Exempt New Series, neither of which has yet
commenced business operations and each of which was established for the purpose
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of effecting the Conversions, will carry on the business of Money Fund and
Tax-Exempt Fund, respectively, following the Conversions and will have
investment objectives, policies and restrictions identical to those of Money
Fund and Tax-Exempt Fund, respectively. The investment objectives, policies and
restrictions of each Fund will not change except as approved by the shareholders
of each Fund as described in Proposal 2 of this Proxy Statement. Except as
described in Appendix C, the rights of the shareholders of each Fund under state
law and its governing documents are expected to remain unchanged after the
Conversions. Shareholder voting rights with respect to Treasurer's Series Trust
and the Company are currently based on the number of shares owned. The same
individuals serve as trustees of Treasurer's Series Trust and directors of the
Company.
ICM (or INVESCO if the shareholders of each Fund approve Proposal 3
herein), the investment adviser to the Funds ("investment adviser"), will be
responsible for providing the New Series with various administrative services
and supervising the daily business affairs of the New Series, subject to the
supervision of the board of directors of the Company, under management contracts
substantially identical to the contracts in effect between ICM and each Fund
immediately prior to the consummation of the Conversions. The distribution agent
for the Funds, IDI, will distribute shares of each New Series under General
Distribution Agreements substantially identical to the contracts in effect
between IDI and each Fund immediately prior to the consummation of the
Conversions.
REASONS FOR THE PROPOSED CONVERSIONS
The Board unanimously recommends conversion of each Fund to a separate
series of the Company (i.e., to the applicable New Series). The Conversions are
part of a general plan to convert all of the INVESCO Funds into Maryland
corporations, which should facilitate administration of the Funds. Moving each
Fund from Treasurer's Series Trust to a series of the Company will consolidate
and streamline the production and mailing of certain financial reports and legal
documents. THE PROPOSED CONVERSIONS WILL HAVE NO MATERIAL EFFECT ON
SHAREHOLDERS, OFFICERS, OPERATIONS OR THE MANAGEMENT OF EITHER FUND.
The proposal to present the Conversion Plan to shareholders was approved
by the Board, including all of its Independent Trustees, on February 3, 1999.
The Board recommends that shareholders of Money Fund vote FOR approval of the
Conversion Plan and that shareholders of Tax-Exempt Fund vote FOR approval of
the Conversion Plan, each as described below. With respect to shareholders of
each Fund, such a vote encompasses approval of both: (i) the conversion of the
Fund to a separate series of Treasurers' Series Funds; and (ii) a temporary
waiver of certain investment limitations of each Fund to permit the Conversions
(see "Temporary Waiver of Investment Restrictions" below). If the shareholders
of Money Fund or Tax-Exempt Fund, as the case may be, do not approve the
Conversion, as set forth herein, that Fund will continue to operate as a series
of Treasurer's Series Trust.
SUMMARY OF THE CONVERSION PLAN
The following summary of the important terms of the Conversion Plan is
qualified in its entirety by reference to the Conversion Plan, which is attached
as Appendix B to this Proxy Statement.
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If the Conversion is approved by shareholders of Money Fund, on May 30,
1999 or such later date to which Treasurer's Series Trust and the Company agree
(the "Closing Date"), Money Fund will transfer all of its assets to Money New
Series in exchange solely for shares of Money New Series ("Money New Series
Shares") equal to the number of Money Fund shares ("Money Shares") outstanding
on the Closing Date and the assumption by Money New Series of all of the
liabilities of Money Fund. Immediately thereafter, Money Fund will
constructively distribute to each Money Fund shareholder one Money New Series
Share for each Money Share held by the shareholder on the Closing Date, in
liquidation of the Money Shares. As soon as is practicable after this
distribution of Money New Series Shares, Money Fund will be terminated as a
series of Treasurer's Series Trust and will be wound up and liquidated. UPON
COMPLETION OF THE CONVERSION, EACH MONEY FUND SHAREHOLDER WILL BE THE OWNER OF
FULL AND FRACTIONAL MONEY NEW SERIES SHARES EQUAL IN NUMBER, DENOMINATION, AND
AGGREGATE NET ASSET VALUE TO HIS OR HER MONEY SHARES.
If the Conversion is approved by shareholders of Tax-Exempt Fund, on the
Closing Date, Tax-Exempt Fund will transfer all of its assets to Tax-Exempt New
Series in exchange solely for shares of Tax-Exempt New Series ("Tax-Exempt New
Series Shares" and, together with Money New Series Shares, "New Series Shares")
equal to the number of Tax-Exempt Fund shares ("Tax-Exempt Shares" and, together
with Money Shares, "Fund Shares") outstanding on the Closing Date and the
assumption by Tax-Exempt New Series of all of the liabilities of Tax-Exempt
Fund. Immediately thereafter, Tax-Exempt Fund will constructively distribute to
each Tax-Exempt Fund shareholder one Tax-Exempt New Series Share for each
Tax-Exempt Share held by the shareholder on the Closing Date, in liquidation of
the Tax-Exempt Shares. As soon as is practicable after this distribution of
Tax-Exempt New Series Shares, Tax-Exempt Fund will be terminated as a series of
Treasurer's Series Trust and will be wound up and liquidated. UPON COMPLETION OF
THE CONVERSION, EACH TAX-EXEMPT FUND SHAREHOLDER WILL BE THE OWNER OF FULL AND
FRACTIONAL TAX-EXEMPT NEW SERIES SHARES EQUAL IN NUMBER, DENOMINATION, AND
AGGREGATE NET ASSET VALUE TO HIS OR HER TAX-EXEMPT SHARES.
Each Conversion Plan obligates the Company to enter into a Management
Contract with the investment adviser for the applicable New Series ("New
Agreement"). Approval of the applicable Conversion Plan by shareholders of a
Fund will authorize Treasurer's Series Trust (which will be issued a single
share of each New Series on a temporary basis) to approve the New Agreement with
respect to that Fund as sole initial shareholder of the applicable New Series.
Each New Agreement will be substantially similar in its terms to the
corresponding contract or plan in effect with respect to a Fund immediately
prior to the Closing Date.
The New Agreement will take effect on the Closing Date and each will
continue in effect until June 1, 2000. Thereafter, the New Agreement will
continue in effect only if its continuance is approved at least annually: (i) by
the vote of a majority of the directors of the Company who are not "interested
persons," as that term is defined in the 1940 Act, of that Company, ICIM or
INVESCO ("Independent Directors"), cast in person at a meeting called for the
purpose of voting on such approval; and (ii) by the vote of a majority of the
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directors of the Company or a majority of the outstanding voting shares of the
applicable New Series. The New Agreement will be terminable without penalty on
sixty days' written notice either by the Company or the investment adviser, and
will terminate automatically in the event of its assignment.
The board of directors of the Company will hold office without limit in
time except that (i) any director may resign and (ii) a director may be removed
at any special meeting of the shareholders at which a quorum is present by the
affirmative vote of a majority of the outstanding voting shares of the Company.
In case a vacancy shall for any reason exist, a majority of the remaining
directors, though less than a quorum, will vote to fill such vacancy by
appointing another director, so long as, immediately after such appointment, at
least two-thirds of the directors have been elected by shareholders. If, at any
time, less than a majority of the directors holding office have been elected by
shareholders, the directors then in office will promptly call a shareholders'
meeting for the purpose of electing a board of directors. Otherwise, there need
normally be no meetings of shareholders for the purpose of electing directors.
Assuming the Conversion Plan is approved, it is currently contemplated
that the Conversions will become effective on the Closing Date. However, either
Conversion may become effective on such other date as Treasurer's Series Trust
and the Company may agree in writing. Neither Conversion is conditioned on the
occurrence of the other Conversion.
The obligations of Treasurer's Series Trust and the Company under the
Conversion Plan are subject to various conditions as stated therein.
Notwithstanding the approval of a Conversion Plan by the Fund's shareholders,
that Conversion Plan may be terminated or amended at any time prior to the
Closing Date by action of the trustees of Treasurer's Series Trust or the
directors of the Company to provide against unforeseen events, if (i) there is a
material breach by the other party of any representation, warranty, or agreement
contained in the Conversion Plan to be performed at or prior to the Closing Date
or (ii) it reasonably appears that the other party will not or cannot meet a
condition of the Conversion Plan. Either Treasurer's Series Trust or the Company
may at any time waive compliance with any of the covenants and conditions
contained in, or may amend, the Conversion Plan, provided that the waiver or
amendment does not materially adversely affect the interests of the applicable
Fund's shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS
The Company's transfer agent and the Company will establish accounts for
the Money New Series shareholders and the Tax-Exempt New Series shareholders,
respectively, containing the appropriate number and denominations of Money New
Series Shares and Tax-Exempt New Series Shares to be received by each
shareholder under the Conversion Plan. Such accounts will be identical in all
material respects to the accounts currently maintained by the Funds' transfer
agent for the Funds' shareholders.
EXPENSES
The Funds and the New Series will be responsible for one-half of the
expenses of their respective Conversions, estimated at approximately $5,600 in
the aggregate. INVESCO will be responsible for the other half of the expenses of
each Conversion.
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TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS
Certain fundamental investment restrictions of each Fund, which prohibit
that Fund from acquiring more than a stated percentage of ownership of another
company, might be construed as restricting that Fund's ability to carry out its
Conversion. By approving the Conversion Plan, shareholders of Money Fund or
Tax-Exempt Fund, respectively, will be agreeing to waive, only for the purpose
of the Conversions, those fundamental investment restrictions that could
prohibit or otherwise impede the transaction.
FORMS OF ORGANIZATION
Money Fund and Tax-Exempt Fund are two series of Treasurer's Series Trust,
an open-end, diversified investment management company. Treasurer's Series Trust
was organized on January 27, 1988 under the laws of the Commonwealth of
Massachusetts. Treasurer's Series Trust does not issue share certificates and is
not required to (nor does it) hold annual shareholder meetings.
Money New Series and Tax-Exempt New Series will each be one series of
Treasurers' Series Funds, an open-end, diversified investment management
company. Treasurer's Series Funds was incorporated on March 1, 1999 under the
laws of the State of Maryland. Treasurer's Series Funds has authorized capital
of 500,000,000 shares of common stock, par value $0.01 per share, of which
100,000,000 authorized and unissued shares of common stock have been allocated
to each New Series. Treasurer's Series Funds does not issue share certificates
and is not required to (nor does it) hold annual shareholder meetings.
RIGHTS OF SHAREHOLDERS
As noted above, each New Series will be a series of an investment company
organized as a Maryland corporation, while each Fund is currently organized as a
series of a Massachusetts business trust. The rights of the shareholders of each
Fund, including rights with respect to shareholder meetings, inspection of
shareholder lists, and distributions on liquidation of that Fund, are
substantially similar to the rights of shareholders of a Maryland corporation,
such as the Company. Although shareholders of a Massachusetts business trust
may, under certain circumstances, be held personally liable for its obligations,
Treasurer's Series Trust's Declaration of Trust, as amended, provides that
generally, no trustee, shareholder, officer, employee or agent of Treasurer's
Series Trust will have personal liability for Treasurer's Series Trust's
obligations. In addition, Treasurer's Series Trust's Declaration of Trust states
that only the property of Treasurer's Series Trust, and not the private property
of any trustee, shareholder, officer, employee or agent of Treasurer's Series
Trust, shall be used to satisfy any obligation of or claim against Treasurer's
Series Trust. The Company's Board of Directors will call meetings of
shareholders as required by the 1940 Act, Maryland law or the Company's Articles
of Incorporation or By-laws and at their discretion.
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COMPARISON OF LEGAL STRUCTURES
Comparisons of the material provisions of the Massachusetts statute
governing business trusts ("Massachusetts Statute") with the material provisions
of the Maryland statute governing corporations ("Maryland Statute") and of the
material provisions of Treasurer's Series Trust's Declaration of Trust and
By-laws with the material provisions of the Articles of Incorporation and
By-laws of the Company are included in Appendix C, which is entitled
"Differences in Legal Structures."
TAX CONSEQUENCES OF THE CONVERSIONS
Treasurer's Series Trust and the Company will receive an opinion from
their counsel, Kirkpatrick & Lockhart LLP, that the Conversions will constitute
tax-free reorganizations within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended. Accordingly, no gain or loss will be
recognized for federal income tax purposes by Money Fund, Tax-Exempt Fund, Money
New Series, Tax-Exempt New Series or the shareholders of either Fund upon: (i)
the transfer of the assets of Money Fund or Tax-Exempt Fund in exchange solely
for Money New Series Shares or Tax-Exempt New Series Shares, respectively, and
the corresponding assumption by Treasurer's Series Funds on behalf of Money New
Series and Tax-Exempt New Series, respectively, of the liabilities of Money Fund
and Tax-Exempt Fund, respectively; or (ii) the distribution of Money New Series
Shares or Tax-Exempt New Series Shares, as the case may be, to the shareholders
of Money Fund or Tax-Exempt Fund in liquidation of their Money Shares or
Tax-Exempt Shares, respectively. The opinion will further provide, among other
things, that: (i) a Fund shareholder's aggregate basis for federal income tax
purposes in the Money New Series Shares or the Tax-Exempt New Series Shares to
be received by that shareholder in conjunction with the applicable Conversion
will be the same as the aggregate basis of his or her Fund Shares to be
constructively surrendered in exchange for those New Series Shares; and (ii) a
Fund shareholder's holding period for his or her New Series Shares will include
that shareholder's holding period for his or her Fund Shares, provided that
those Fund Shares were held as capital assets at the time of the Conversion.
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CONCLUSION
The Board has concluded that the proposed Conversion Plan is in the best
interests of the shareholders of the respective Funds. A vote in favor of the
Conversion Plan encompasses: (i) approval of the conversion of the Fund to the
applicable New Series; (ii) approval of the temporary waiver of certain
investment limitations of that Fund to permit the Conversion (see "Temporary
Waiver of Investment Restrictions," above); and (iii) authorization of
Treasurers' Series Trust, as sole initial shareholder of both New Series, to
approve the New Agreement with respect to each New Series between the Company
and its investment adviser. The New Agreement is substantially similar in its
terms to the contract in effect with the applicable Fund immediately prior to
the Closing Date. If approved, the Conversion Plan will take effect on the
Closing Date. If the Conversion Plan is not approved by the shareholders of a
Fund, the applicable Fund will continue to operate as a series of Treasurer's
Series Trust.
REQUIRED VOTE
Approval of the Conversion Plan with respect to a Fund requires the
affirmative vote of a majority of the outstanding shares of that Fund.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 1
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PROPOSAL 2. TO APPROVE AMENDMENTS TO THE FUNDAMENTAL INVESTMENT
RESTRICTIONS OF EACH FUND.
As required by the 1940 Act, each Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in
that Fund's Statement of Additional Information. These fundamental restrictions
may be changed only with shareholder approval. Restrictions and policies that a
Fund has not specifically designated as fundamental are considered to be
"non-fundamental" and may be changed by the Board without shareholder approval.
Some of the Funds' fundamental restrictions reflect past regulatory,
business or industry conditions, practices or requirements that are no longer in
effect. Also, as other INVESCO Funds have been created over the years, they have
adopted substantially similar fundamental restrictions that often have been
phrased in slightly different ways, resulting in minor but unintended
differences in effect or potentially giving rise to unintended differences in
interpretation. Accordingly, the Board has approved revisions to the Funds'
fundamental restrictions in order to simplify and modernize the Funds'
fundamental restrictions and make them more uniform with those of the other
INVESCO Funds.
The Board believes that eliminating the disparities among the INVESCO
Funds' fundamental restrictions will enhance management's ability to manage the
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funds' assets efficiently and effectively in changing regulatory and investment
environments and permit the Board to review and monitor investment policies more
easily. In addition, standardizing the fundamental restrictions of the INVESCO
Funds will assist the INVESCO Funds in making required regulatory filings in a
more efficient and cost-effective way. Although the proposed changes in
fundamental restrictions will allow each Fund greater investment flexibility to
respond to future investment opportunities, the Board does not anticipate that
the changes, individually or in the aggregate, will result at this time in a
material change in the level of investment risk associated with an investment in
that Fund.
The text and a summary description of each proposed change to each Fund's
fundamental restrictions are set forth below, together with the text of the
corresponding current fundamental restriction. The text below also describes any
non-fundamental restrictions that would be adopted by the Board in conjunction
with the revision of certain fundamental restrictions. Any non-fundamental
restriction may be modified or eliminated by the Board at any future date
without shareholder approval.
If approved by the shareholders of Money Fund or Tax-Exempt Fund at the
Meeting, the proposed changes in that Fund's fundamental restrictions will be
adopted by that Fund. The applicable Fund's Statement of Additional Information
will be revised to reflect those changes as soon as practicable following the
Meeting.
A. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION
The Money Fund's current fundamental restriction on industry concentration
is as follows:
The Fund may not invest in the securities of issuers (excluding (i)
bankers' acceptances, time deposits and certificates of deposit of
domestic branches of U.S. banks and, U.S. branches of foreign banks and
foreign branches of U.S. banks, provided that the U.S. branches are
subject to sufficient regulation by government bodies that they can be
considered U.S. banks, and the obligations of the foreign branches qualify
as unconditional obligations of the U.S. parent, and (ii) U.S. government
obligations) conducting their principal business activity in the same
industry, if immediately after such investment the value of [the] Fund's
investments in such industry would represent 25% or more of the value of
[the] Fund's assets.
The Tax-Exempt Fund's current fundamental restriction on industry
concentration is as follows:
The Fund may not invest in the securities of issuers (excluding (i)
municipal obligations, (ii) banker's acceptances, time deposits and
certificates of deposit of domestic branches of U.S. banks, and (iii) U.S.
government obligations) conducting their principal business activity in
the same industry, if immediately after such investment the value of the
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Fund's investments in such industry would represent 25% or more of the
value of the Fund's total assets. It should be noted that from time to
time, the Fund may invest more than 25% of the value of its total assets
in industrial development bonds which, although issued by industrial
development authorities, may be backed only by the assets and revenues of
the non-governmental users. The Fund may invest more than 25% of the value
of its total assets in municipal obligations which are related in such a
way that an economic, business or political development or change
affecting one such security also would affect the other securities; for
example, securities the interest upon which is paid from revenues of
similar types of projects, or securities whose issuers are located in the
same state.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed 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.
The primary purpose of the modification is to eliminate minor differences
in the wording of the INVESCO Funds' current restrictions on concentration for
greater uniformity and to avoid unintended limitations, without materially
altering the restriction. The proposed changes to the Funds' fundamental
concentration policies clarify that the concentration limitation does not apply
to securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities. The proposal would add the exclusion for municipal securities
for Money Fund, although Money Fund will not normally invest in municipal
securities. Tax-Exempt Fund would continue to be able to invest more than 25% of
its total assets in industrial development and private activity bonds and in
municipal obligations that are related in such a way that an economic, business
or political development or change effecting one such security would also affect
the other securities.
If the proposal is approved, the Board will adopt a non-fundamental policy
with respect to industry classifications for the Tax-Exempt Fund as follows:
With respect to fundamental limitation (__), domestic and foreign banking
will be considered to be different industries.
B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION
Each Fund's current fundamental restriction on issuer diversification is
as follows:
As to 100% of the assets of each Fund, invest in the securities of any one
issuer, other than U.S. government obligations, if immediately after such
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investment more than 5% of the value of a Fund's total assets, taken at
market value, would be invested in such issuer.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
Except to the extent permitted under Rule 2a-7 of the 1940 Act or any
successor rule thereto, the Fund may not 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.
The primary purpose of the modification is to revise each Fund's
fundamental restriction on issuer diversification to conform to a restriction
that is expected to become standard for all INVESCO Funds that are money market
funds.
The amended fundamental restriction also would permit each Fund to invest
without limit in the securities of other investment companies. Each Fund has no
current intention of doing so, and, as noted below, the 1940 Act imposes
restrictions on the extent to which a fund may invest in the securities of other
investment companies. The revision would, however, give each Fund flexibility to
invest in other investment companies in the event legal and other regulatory
requirements change.
If the proposal is approved, the Board will also adopt a non-fundamental
policy with respect to investments in municipal securities as follows:
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 multistate 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.
C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES
Each Fund's current fundamental restriction on underwriting securities is
as follows:
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The Fund may not underwrite securities of other issuers, except insofar as
it may technically be deemed an "underwriter" under the Securities Act of
1933, as amended, in connection with the disposition of a Fund's portfolio
securities.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not 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.
The purpose of the proposal is to eliminate minor differences in the
wording or punctuation of the INVESCO Funds' current restrictions on
underwriting for greater uniformity with the fundamental restrictions of the
other INVESCO Funds.
D. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMPANIES FOR THE
PURPOSE OF EXERCISING CONTROL OR MANAGEMENT
Each Fund's current fundamental restriction regarding investing in
companies for the purpose of exercising control or management is as follows:
The Fund may not invest in companies for the purpose of exercising control
or management.
The Board recommends that shareholders of each Fund vote to eliminate this
restriction. There is no legal requirement that a fund have an affirmative
policy on investment for the purpose of exercising control or management if it
does NOT intend to make investments for that purpose. The Funds have no
intention of investing in any company for the purpose of exercising control or
management. By eliminating this restriction, the Board may, however, be able to
authorize such a strategy in the future if it concludes that doing so would be
in the best interests of a Fund and its shareholders.
E. MODIFICATION OF FUNDAMENTAL RESTRICTION ON BORROWING AND ADOPTION OF
NON-FUNDAMENTAL RESTRICTION ON BORROWING
Each Fund's current fundamental restriction on borrowing is as follows:
The Fund may not issue any class of senior securities or borrow money,
except borrowings from banks for temporary or emergency purposes not in
excess of 10% of the value of a Fund's net assets (not including the
amount borrowed) at the time the money is borrowed. The Funds are
permitted to borrow money only for the purpose of meeting redemption
requests which might otherwise require the untimely disposition of
securities. Borrowing is allowed as long as the cost of borrowing is less
than the income which would be lost should securities be sold to meet the
redemption requests. While in a borrowed position (including reverse
repurchase agreements), the Funds may not make purchases of securities.
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The Funds may enter into reverse repurchase agreements only for the
purpose of obtaining funds necessary for meeting redemption requests.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 331/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings).
The primary purpose of the proposal is to eliminate differences between
the INVESCO Funds' current restrictions on borrowing and those imposed by the
1940 Act. Currently, the fundamental restrictions of the Funds are significantly
more limiting than the restrictions imposed by the 1940 Act in that they limit
the purposes for which the Funds may borrow to "temporary or emergency
purposes." The current fundamental restriction also limits the persons from whom
borrowings may be made to banks and provides that each Fund will not purchase
additional securities while any borrowings exist. The current restriction also
limits the circumstances in which each Fund may enter into reverse repurchase
agreements.
The proposed revision would eliminate the restrictions on the purposes for
which the Funds may borrow money. With respect to each Fund, the proposal would
also (i) eliminate the limitation on purchases of securities while borrowings
exist, (ii) eliminate the requirements that borrowings be from banks only, (iii)
increase the limitation on the amount that the Fund may borrow from 10% of the
value of the Fund's net assets to 33-1/3% of the value of the Fund's net assets,
(iv) provide flexibility to enter into reverse repurchase agreements to meet
future contingencies, and (v) separate the restrictions on the issuance of
senior securities from each Fund's restriction on borrowings (see below). The
Board believes that this approach, making the Funds' fundamental restrictions on
borrowing no more limiting that is required under the 1940 Act, will maximize
the Funds' flexibility for future contingencies.
If the proposal is approved, the Board will adopt a non-fundamental
restriction as follows for each Fund:
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 (5) above).
The non-fundamental restriction reflects each Fund's current policy that
borrowing by the Fund may only be done for temporary or emergency purposes. In
addition to borrowing from banks, as permitted by each Fund's current policy,
the non-fundamental restriction permits each Fund to borrow from open-end funds
managed by INVESCO or an affiliate or successor thereof. A Fund would not be
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able to do so, however, unless it obtains permission for such borrowings from
the Securities and Exchange Commission ("SEC"). The Board believes that this
approach, making each Fund's fundamental restriction on borrowing no more
limiting than is required under the 1940 Act, while incorporating more strict
limits on borrowing in each Fund's non-fundamental restriction, will maximize
each Fund's flexibility for future contingencies.
F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON THE ISSUANCE OF SENIOR
SECURITIES
Currently, each Fund's fundamental restriction on the issuance of senior
securities is combined with its restriction on borrowing (see above). To conform
each Fund's restriction on the issuance of senior securities (I.E., obligations
that have a priority over the Fund's shares with respect to the distribution of
Fund assets or the payment of dividends) with those of the other INVESCO Funds,
the Board recommends that shareholders vote to adopt the following separate
fundamental restriction for each Fund:
The Fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940.
The Board believes that the adoption of the proposed fundamental
restriction, which does not specify the manner in which senior securities may be
issued and is no more limiting than is required under the 1940 Act, would
maximize each Fund's borrowing flexibility for future contingencies and would
conform to the fundamental restrictions of the other INVESCO Funds on the
issuance of senior securities.
G. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING OR
HYPOTHECATING SECURITIES
Each Fund currently has the following fundamental restriction on
mortgaging, pledging or hypothecating securities:
The Fund may not mortgage, pledge, hypothecate or in any manner transfer
as security for indebtedness any securities owned or held except to secure
funds borrowed and then only to an extent not greater than 10% of the
value of the Fund's total assets.
This restriction is derived from a state "blue sky" requirement which has
been preempted by recent amendments of the Federal securities laws. Accordingly,
the Board recommends that shareholders of each Fund vote to eliminate this
restriction.
H. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES AND MARGIN PURCHASES
AND ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON SHORT SALES AND MARGIN
PURCHASES
Each Fund currently has a fundamental restriction on short sales stating
that:
The Fund may not make short sales of securities or maintain a short
position.
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In addition, each Fund has a fundamental restriction on margin transactions that
states:
The Fund may not purchase securities on margin, except that a Fund may
obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities.
The Board recommends that shareholders of each Fund vote to eliminate
these fundamental restrictions. If the proposal is approved, the Board will
adopt the following non-fundamental restriction for each Fund:
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.
The proposed changes clarify the wording of the restriction and expand the
exceptions to the restriction, which generally prohibits a Fund from selling
securities short or buying securities on margin. Margin purchases involve the
purchase of securities with money borrowed from a broker. "Margin" is the cash
or eligible securities that the borrower places with a broker as collateral
against the loan. In a short sale, an investor sells a borrowed security and has
a corresponding obligation to the lender to return the identical security The
proposed non-fundamental restriction permits short sales against the box, when
an investor sells securities short while owning the same securities in the same
amount or having the right to obtain equivalent securities. It also permits a
Fund to borrow a security on a short-term basis and to enter into short
positions and make margin payments in a variety of financial instruments. The
Board believes that elimination of the fundamental restriction and adoption of
the non-fundamental restriction will provide the Funds with greater investment
flexibility.
I. MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS
Each Fund's current fundamental restriction on investing in real estate is
as follows:
The Fund may not purchase or sell real estate or interests in real estate.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not
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prevent the Fund from investing in securities or other instruments backed
by real estate or securities of companies engaged in the real estate
business).
In addition to conforming each Fund's fundamental restriction on real
estate, the proposal would more completely describe the types of real
estate-related securities investments that are permissible for each Fund and
would permit each Fund to purchase or sell real estate acquired as a result of
ownership of securities or other instruments (e.g., through foreclosure on a
mortgage in which each Fund directly or indirectly holds an interest). The Board
believes that this clarification will make it easier for decisions to be made
concerning each Fund's investments in real estate-related securities without
materially altering the general restriction on direct investments in real estate
or interests in real estate. The proposed change would also give each Fund the
ability to invest in assets secured by real estate.
J. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMMODITIES
Each Fund's current fundamental restriction on investing in commodities is
as follows:
The Fund may not purchase or sell commodities or commodity contracts.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not 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.
The proposed changes to this investment restriction are intended to
conform the restriction to those of the other INVESCO Funds and to ensure that
each Fund will have the maximum flexibility to enter into hedging or other
transactions utilizing financial contracts and derivative products when doing so
is permitted by operating policies established for each Fund by the Board. Due
to the rapid and continuing development of derivative products and the
possibility of changes in the definition of "commodities," particularly in the
context of the jurisdiction of the Commodities Futures Trading Commission, it is
important for each Fund's policy to be flexible enough to allow it to enter into
hedging and other transactions using these products when doing so is deemed
appropriate by INVESCO and is within the investment parameters established by
the Board. To maximize that flexibility, the Board recommends that each Fund's
fundamental restriction on commodities investments be clear in permitting the
use of derivative products, even if the current non-fundamental investment
policies of each Fund would not permit investment in one or more of the
permitted transactions.
K. MODIFICATION OF FUNDAMENTAL RESTRICTION ON LOANS
Each Fund's current fundamental restriction on loans is as follows:
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The Fund may not make loans to other persons, provided that a Fund may
purchase debt obligations consistent with its investment objectives and
policies, may lend limited amounts (not to exceed 20% of its total
assets) of its portfolio securities to broker-dealers or other
institutional investors, and may enter into repurchase agreements.
The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:
The Fund may not lend any security or make any loan if, as a result, more
than 331/3 % 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.
The primary purpose of the proposal is to expand each Fund's lending
limitation from 20% to 33-1/3% of its assets and conform each Fund's fundamental
restriction on loans to those of the other INVESCO Funds for greater uniformity.
Each Fund's current investment restriction is considerably more limiting than
provisions in the 1940 Act governing lending. The proposed changes to this
investment restriction would maximize each Fund's lending flexibility for future
contingencies.
L. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN ANOTHER INVESTMENT
COMPANY AND ADOPTION OF NON-FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
INVESTMENT IN SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES
Each Fund's current fundamental restriction regarding investments in other
investment companies is as follows:
The Fund may not purchase securities of other investment companies except
(i) in connection with a merger, consolidation, acquisition or
reorganization, or (ii) by purchase in the open market of securities of
other investment companies involving only customary brokers' commissions
and only if immediately thereafter (i) no more than 3% of the voting
securities of any one investment company are owned by a Fund, (ii) no more
than 5% of the value of the total assets of a Fund would be invested in
any one investment company, and (iii) no more than 10% of the value of the
total assets of a Fund would be invested in the securities of such
investment companies.
The Board recommends that shareholders of each Fund vote to replace this
fundamental restriction with the following fundamental restriction:
The 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, with substantially the same
fundamental investment objective, policies and limitations as the Fund.
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The proposed revision to each Fund's current fundamental restriction would
ensure that the INVESCO Funds have uniform policies permitting each Fund to
adopt a "master/feeder" structure whereby one or more Funds invest all of their
assets in another Fund. The master/feeder structure has the potential, under
certain circumstances, to minimize administrative costs and maximize the
possibility of gaining a broader investor base. Currently, none of the INVESCO
Funds intends to establish a master/feeder structure; however, the Board
recommends that each Fund's shareholders adopt a restriction that would permit
this structure in the event that the Board determines to recommend the adoption
of a master/feeder structure by the Fund. The proposed revision would require
that any fund in which the Fund may invest under a master/feeder structure be
advised by INVESCO or an affiliate thereof.
If the proposed revision is approved, the Board will adopt a
non-fundamental restriction as follows for each Fund:
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.
The primary purpose of this non-fundamental restriction is to conform to
the other INVESCO Funds and to the 1940 Act requirements for investing in other
investment companies. Adoption of this non-fundamental restriction will enable
each Fund to purchase the securities of other investment companies to the extent
permitted under the 1940 Act or pursuant to an exemption granted by the SEC.
M. ELIMINATION OF FUNDAMENTAL RESTRICTION ON ILLIQUID SECURITIES AND ADOPTION
OF NON-FUNDAMENTAL POLICY ON ILLIQUID SECURITIES
Each Fund's current fundamental restriction is as follows:
The Fund may not enter into repurchase agreements if more than 10% of the
Fund's net assets will be invested in repurchase agreements and in
participation interests without demand features, time deposits having a
stated maturity greater than seven days, securities having legal or
contractual restrictions on resale, securities for which there is no
readily available market, or in other illiquid securities.
The Board recommends that shareholders of each Fund vote to eliminate this
fundamental restriction that prohibits each Fund from having more than 10% of
its total assets invested in illiquid securities. If the proposal is approved,
the Board will adopt the following non-fundamental policy for each Fund:
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
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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.
The primary purpose of the proposal is to conform to the federal
securities law requirements regarding investment in illiquid securities and to
conform the investment restrictions of the Fund to those of the other INVESCO
Funds. Currently, each Fund's fundamental restriction prohibits investment in
restricted securities. The proposed non-fundamental policy would clarify that
the Funds may invest in illiquid securities and would continue to restrict
investment in such securities to 10% of each Fund's net assets. The Board
believes that the proposed elimination of the fundamental restriction and
subsequent adoption of the non-fundamental restriction will make the policy more
accurately reflect market conditions and will maximize each Fund's flexibility
for future contingencies. The Board may delegate to the Funds' investment
advisor the authority to determine whether a security is liquid for the purposes
of this investment limitation.
N. TO MAKE NON-FUNDAMENTAL THE POLICY WITH RESPECT TO TAX-FREE OBLIGATIONS
(TAX-EXEMPT FUND ONLY)
It is currently a fundamental policy of Tax-Exempt Fund that the Fund,
under normal market conditions, will invest at least 80% of its net assets in
municipal obligations that, based on the opinion of counsel to the issuer of the
obligation, pay interest free from Federal income tax. The Board is asking
shareholders to eliminate this policy as a fundamental policy, and to replace it
with an identical non-fundamental policy. The Fund's policy with respect to
investment in obligations free from Federal income tax is not required to be
fundamental. If the policy is made non-fundamental, the Board would be able to
change the policy in future if necessary to adopt to changing conditions without
incurring the expense of a shareholder vote to approve such change.
VOTE REQUIRED.
Approval of Proposal 2 with respect to Money Fund or Tax-Exempt Fund
requires the affirmative vote of a "majority of the outstanding voting
securities" of each Fund, which for this purpose means the affirmative vote of
the lesser of (i) 67% or more of the shares of that Fund present at the Meeting
or represented by proxy if more than 50% of the outstanding shares of that Fund
are so present or represented, or (ii) more than 50% of the outstanding shares
of that Fund. SHAREHOLDERS WHO VOTE "FOR" PROPOSAL 2 WILL VOTE "FOR" EACH
PROPOSED CHANGE DESCRIBED ABOVE. THOSE SHAREHOLDERS WHO WISH TO VOTE AGAINST ANY
OF THE SPECIFIC PROPOSED CHANGES DESCRIBED ABOVE MAY DO SO ON THE PROXY
PROVIDED. WITH RESPECT TO MONEY FUND OR TAX-EXEMPT FUND, IF PROPOSAL 1 IN THIS
PROXY STATEMENT IS APPROVED, THE CHANGES APPROVED UNDER PROPOSAL 2 FOR THAT FUND
WILL APPLY TO THE APPLICABLE NEW SERIES.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 2.
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PROPOSAL 3. TO APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT WITH
INVESCO FUNDS GROUP, INC.
Management of the Treasurer's Series Trust believes that Treasurer's
Series Trust, the Money Fund and the Tax-Exempt Fund, and their respective
shareholders would all benefit from certain changes to the service provider
arrangements of each Fund described in Proposal 3 of this Proxy Statement.
Proposal 3 seeks the approval of the shareholders of the Money Fund and
the Tax-Exempt Fund to replace the Funds' current investment advisor, ICM, with
INVESCO.
In order to change investment adviser, a new investment advisory agreement
(the "New Management Contract") must be approved by a vote of the shareholders
of each Fund. The shareholders of each Fund will be asked at the Meeting to
approve or disapprove the New Management Contract between INVESCO and the Fund
with respect to their Fund. The New Management Contract was approved for each
Fund by the Board, including a majority of the trustees who are not parties to
the New Management Contract or interested persons of such parties ("independent
trustees"), at a meeting held on February 3, 1999. A form of the New Management
Contract is attached as Appendix D. Under the New Management Contracts, INVESCO
will have the same duties and responsibilities and will receive the same
compensation as ICM does under the current management contract.
INFORMATION CONCERNING INVESCO
INVESCO, which has its principal office at 7800 East Union Avenue, Denver,
Colorado 80237, was organized in 1932 as a Delaware corporation. It is an
investment adviser registered as such with the Securities and Exchange
Commission under the Investment Advisers Act of 1940. INVESCO is an indirect
wholly owned subsidiary of AMVESCAP PLC, a publicly traded holding company that,
through its subsidiaries, engages in the business of investment management on an
international basis. The corporate headquarters of AMVESCAP PLC are located at
11 Devonshire Square, London, EC2M 4YR England. The directors and principal
executive officers of INVESCO are as follows:
Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director; Charles B. Mayer, Director and Senior Vice President;
Ronald L. Grooms, Senior Vice President and Treasurer; and Glen M. Payne, Senior
Vice President, Secretary and General Counsel.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
21
<PAGE>
Mark H. Williamson and Glen A. Payne serve as officers of the Funds and
serve in a similar capacity or are shareholders or employees of INVESCO.
INVESCO currently serves as investment adviser to the following INVESCO
Funds: INVESCO Bond Funds, Inc. (formerly INVESCO Income Funds, Inc.), INVESCO
Combination Stock & Bond Funds, Inc. (formerly, INVESCO Flexible Funds, Inc. and
INVESCO Multiple Asset Funds, Inc.), INVESCO Diversified Funds, Inc., INVESCO
Emerging Opportunity Funds, Inc., INVESCO Growth Funds, Inc. (formerly, INVESCO
Growth Fund, Inc.), INVESCO Industrial Income Fund, Inc., INVESCO International
Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Sector Funds, Inc.
(formerly, INVESCO Strategic Portfolios, Inc.), INVESCO Stock Funds, Inc.,
(formerly, INVESCO Equity Funds, Inc. and INVESCO Capital Appreciation Funds,
Inc.), INVESCO Tax-Free Income Funds, Inc., and INVESCO Variable Investment
Funds, Inc.
INVESCO serves as investment adviser to the following investment companies
that have a similar investment objective to each of the Funds:
NAME OF COMPANY OR SERIES NET ASSETS(1) RATE OF COMPENSATION
INVESCO Cash Reserves Fund 770,050,906 First $300 million - 0.50%
Next $200 million - 0.40%
Over $500 million - 0.30%
INVESCO Tax-Free Money Fund 50,305,205 First $300 million - 0.50%
Next $200 million - 0.40%
Over $500 million - 0.30%
INVESCO U.S. Government Money Fund 102,674,272 First $300 million - 0.50%
Next $200 million - 0.40%
Over $500 million - 0.30%
(1) At November 30, 1998 (unaudited).
To keep expenses competitive, INVESCO voluntarily reimburses the Tax-Free
Money Fund for certain expenses in excess of 0.75% of average net assets, the
U.S. Government Money Fund for certain expenses in excess of 0.85% of average
net assets and the Cash Reserves Fund for certain expenses in excess of 0.90% of
average net assets. All voluntary expense caps exclude excess amounts that have
been offset by expense offset arrangements with the funds' custodian.
Any company or series for which INVESCO has agreed to a voluntary expense
limitation is noted.
TERMS OF THE INVESTMENT ADVISORY AGREEMENTS
ICM, which has its principal offices at 1315 Peachtree Street, Atlanta,
Georgia 30309, currently serves as the investment adviser ("investment adviser")
to the Treasurer's Series Trust and to each of its series, the Money Fund and
Tax-Exempt Fund, pursuant to the existing management contract ("Current Advisory
Agreement") between ICM and Treasurer's Series Trust. The Current Advisory
Agreement was approved by the Board on ___________, 199__, and by shareholders
of each Fund on January 31, 1997.
22
<PAGE>
The Current Advisory Agreement continues in effect from year to year
provided such continuance is specifically approved at least annually (i) by the
vote of a majority of each Fund's outstanding voting securities (as defined in
the first paragraph under "Investment Restrictions" in the Prospectus) or by the
Trustees of Treasurer's Series Trust, and (ii) by the vote of a majority of the
Trustees of Treasurer's Series Trust who are not "interested persons" (as such
term is defined by the 1940 Act) of Treasurer's Series Trust or ICM. The Current
Advisory Agreement is terminable on 60 days' written notice by either party.
The operative terms of the New Management Contract are substantially
similar to those of the Current Advisory Agreement. The terms of each of the
Agreements are as follows (the New Management Contract and the Current Advisory
Agreement are referred to collectively as "Agreements" and INVESCO and ICM are
referred to as "investment adviser"):
The Agreements provide that the investment adviser shall (either directly
or by delegation to a sub-adviser) maintain a continuous investment program for
Treasurer's Series Trust and each of the Funds that is consistent with
Treasurer's Series Trust and the Funds' respective investment objectives and
policies as set forth in Treasurer's Series Trust's registration statement and
the prospectuses and statements of additional information of each of the Funds
as in effect from time to time under the 1940 Act and the Securities Act of
1933, as amended. In the performance of such duties, the investment adviser
shall, among other things: (i) manage the investment and reinvestment of the
assets of Treasurer's Series Trust and the Funds; (ii) determine what securities
are to be purchased or sold for Treasurer's Series Trust and the Funds and
execute transactions accordingly; (iii) furnish Treasurer's Series Trust and the
Funds with investment analysis and research, reviews of current economic
conditions and trends and considerations respecting long-range investment
policies; (iv) make recommendations as to the manner in which rights pertaining
to the Funds' securities should be exercised; (v) furnish requisite personnel
necessary in connection with the Funds' operations; (vi) furnish office space,
facilities, equipment and supplies; (vii) conduct periodic reviews of the Funds'
compliance operations; (viii) prepare and review certain required documents,
reports and filings (including filings to the SEC), except insofar as the
assistance of independent accountants or attorneys is necessary or desirable;
(ix) supply basic telephone service and other utilities; and (x) prepare and
maintain the books and records required under Rule 31a-1(b)(4), (5), (9) and
(10) under the 1940 Act. The investment adviser, pursuant to the Agreement, pays
all of the costs and expenses associated with the Funds' operations and
activities, except those expressly assumed under the Agreement by the Funds.
Expenses paid by the Funds include, among others: (a) brokers' commissions,
issue and transfer taxes and other costs in connection with securities
transactions in which Treasurer's Series Trust is a party; (b) any interest on
indebtedness incurred by Treasurer's Series Trust; and (c) extraordinary
expenses (such as unexpected franchise taxes and corporate fees).
As full compensation for its advisory and other services to Treasurer's
Series Trust, the investment adviser receives a monthly fee. The fee is based
upon a percentage of each Fund's average net assets, determined daily. On an
annual basis the advisory fee paid by each Fund is equal to 0.25% of the Fund's
average net asset value.
23
<PAGE>
For the fiscal year ended December 31, 1998, Treasurer's Series Trust paid
the investment adviser fees of $220,903 of which $144,183 was allocated to the
Money Fund and $79,720 was allocated to the Tax-Exempt Fund, representing 0.25%
of each Fund's average net assets.
EVALUATION BY THE BOARD OF TRUSTEES
At a meeting held on February 3, 1999, the Board reviewed information
presented to them regarding INVESCO and its qualifications to act as investment
adviser to Treasurer's Series Trust. They reviewed information presented by
management regarding anticipated benefits to Treasurer's Series Trust and its
shareholders from a new advisory relationship with INVESCO. INVESCO advised the
Board that, in addition to serving the Funds' current institutional investors,
INVESCO would also manage the Funds to attract certain retail investors. With
respect to the New Management Contract, the Board noted the considerable
experience and qualifications of INVESCO, in particular with respect to the
management of retail funds, and the fact that the terms of the New Management
Contract would be substantially similar to those of the Current Advisory
Agreement with ICM and that there would be no change in fees paid by the Funds.
Based upon the board's review and evaluation of this information, and in
consideration of all factors deemed relevant to it, and after consultation with
independent counsel by the Independent Trustees, the Board determined that the
New Management Contract is fair and reasonable and in the best interests of
Treasurer's Series Trust, Money Fund and Tax-Exempt Fund and their shareholders.
Accordingly, the Board, including all of the Independent Trustees, approved the
New Management Contract and voted to recommend that the shareholders of each
Fund vote to approve the New Management Contract.
VOTE REQUIRED.
Approval of Proposal 3 with respect to each Fund requires the affirmative
vote of a "majority of the outstanding voting securities" of that Fund, which
for this purpose means the affirmative vote of the lesser of (i) 67% or more of
the shares of that Fund present at the Meeting or represented by proxy if more
than 50% of the outstanding shares of that Fund are so present or represented,
or (ii) more than 50% of the outstanding shares of that Fund.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 3.
-----------------------------------------------------------
PROPOSAL 4. TO ELECT THE TRUSTEES OF TREASURER'S SERIES TRUST
The Board has nominated the individuals identified below for election to
the Board at the Meeting. Treasurer's Series Trust currently has ten trustees.
24
<PAGE>
Vacancies on the Board are generally filled by appointment by the remaining
trustees. However, the 1940 Act provides that vacancies may not be filled by
trustees unless thereafter at least two-thirds of the trustees shall have been
elected by shareholders. To ensure continued compliance with this rule without
incurring the expense of calling additional shareholder meetings, shareholders
are being asked at this Meeting to elect the current ten trustees to hold office
until the next meeting of shareholders. Consistent with the by-laws of
Treasurer's Series Trust, and as permitted by Massachusetts law, Treasurer's
Series Trust does not anticipate holding annual shareholder meetings. Thus, the
trustees will be elected for indefinite terms, subject to termination or
resignation. Each nominee has indicated a willingness to serve if elected. If
any of the nominees should not be available for election, the persons named as
proxies (or their substitutes) may vote for other persons in their discretion.
Management has no reason to believe that any nominee will be unavailable for
election.
All of the Independent Trustees now being proposed for election were
nominated and selected by Independent Trustees. Eight of the ten current
trustees are Independent Trustees.
The persons named as attorneys-in-fact in the enclosed proxy have advised
Treasurer's Series Trust that unless a proxy instructs them to withhold
authority to vote for all listed nominees or for any individual nominee, they
will vote all validly executed proxies for the election of the nominees named
below.
The nominees for trustee, their ages, a description of their principal
occupations, the number of the Funds' Shares owned by each, and their respective
memberships on Board committees are listed in the table below.
<TABLE>
<CAPTION>
NUMBER OF THE
FUNDS' SHARES
BENEFICIALLY
NAME, POSITION WITH PRINCIPAL OCCUPATION AND TRUSTEE OR EXECUTIVE OWNED DIRECTLY
TREASURER'S SERIES BUSINESS EXPERIENCE OFFICER OF TREASURER'S OR INDIRECTLY ON MEMBER OF
TRUST, AND AGE (DURING THE PAST FIVE YEARS) SERIES TRUST SINCE DEC. 31, 1998 (1) COMMITTEE
<S> <C> <C> <C> <C>
CHARLES W. BRADY, Chief Executive Officer and Director 1993 0 (3),(5),(6)
CHAIRMAN OF THE BOARD, of AMVESCAP PLC, London, England,
AGE 63* and ofvarious subsidiaries thereof.
Chairman of the Board of INVESCO
Global Health Sciences Fund.
FRED A. Trustee of INVESCO Global Health 1993 607.81 (2),(3),(5)
DEERING, VICE Sciences Fund. Formerly, Chairman
CHAIRMAN OF THE of the Executive Committee and
BOARD, AGE 71 Chairman of the Board of Security
Life of Denver Insurance Company,
Denver, Colorado; Director of ING
American Holdings Company and First
ING Life Insurance Company of New
York.
25
<PAGE>
NUMBER OF THE
FUNDS' SHARES
BENEFICIALLY
NAME, POSITION WITH PRINCIPAL OCCUPATION AND TRUSTEE OR EXECUTIVE OWNED DIRECTLY
TREASURER'S SERIES BUSINESS EXPERIENCE OFFICER OF TREASURER'S OR INDIRECTLY ON MEMBER OF
TRUST, AND AGE (DURING THE PAST FIVE YEARS) SERIES TRUST SINCE DEC. 31, 1998 (1) COMMITTEE
<S> <C> <C> <C> <C>
MARK H. President, Chief Executive Officer, 1998 0 (3),(5)
WILLIAMSON, and Director, INVESCO Distributors
PRESIDENT,CHIEF Inc.; President, Chief Executive
EXECUTIVE OFFICER, AND Officer, and Director, INVESCO;
TRUSTEE, AGE 47* President, Chief Operating Officer
and Trustee, INVESCO Global Health
Sciences Fund. Formerly, Chairman of the
Board and Chief Executive Officer,
NationsBanc Advisors, Inc. (1995-1997);
Chairman of the Board, NationsBanc
Investments, Inc. (1997-1998).
DR. VICTOR L. Professor Emeritus, Chairman Emeritus 1993 201.18 (4),(6),(8)
ANDREWS, TRUSTEE and Chairman of the CFO Roundtable of
AGE 68 the Department of Finance at Georgia
State University, Atlanta, Georgia; and
President, Andrews Financial Associates,
Inc. (consulting firm). Formerly, member
of the faculties of the Harvard Business
School and the Sloan School of Management
of MIT. Dr. Andrews is also a director of
the Sheffield Funds, Inc.
BOB R. BAKER, President and Chief Executive Officer of 1993 201.18 (3),(4),(5)
TRUSTEE, AGE 62 AMC Cancer Research Center, Denver,
Colorado, since January 1989; until
December 1988, Vice Chairman of the Board,
First Columbia Financial Corporation,
Englewood, Colorado. Formerly, Chairman
of the Board and Chief Executive Officer
of First Columbia Financial Corporation.
LAWRENCE H. Trust Consultant. Prior to June 1987, 1993 201.18 (2),(6),(7)
BUDNER, TRUSTEE, Senior Vice President and Senior Trust
AGE 68 Officer, InterFirst Bank, Dallas, Texas.
DR. WENDY LEE Self-employed (since 1993). Professor 1997 201.18 (4),(8)
GRAMM, TRUSTEE, of Economics and Public Administration,
AGE 53 University of Texas at Arlington.
Formerly, Chairman, Commodities Futures
Trading Commission (1988-1993);
Administrator for Information and
Regulatory Affairs, Office of Management
and Budget (1985-1988); Executive Director,
Presidential Task Force on Regulatory Relief;
Director, Federal Trade Commission Bureau
of Economics. Director of the 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.
KENNETH T. KING, Presently retired. Formerly, Chairman of 1993 263,592.34 (2),(3),(5)
TRUSTEE, AGE 73 the Board, The Capitol Life Insurance (6),(7)
Company, Providence Washington Insurance
Company, and Director of numerous U.S.
subsidiaries thereof. Formerly, Chairman
of the Board, The Providence Capitol
Companies in the United Kingdom and Guernsey.
Until 1987, Chairman of the Board, Symbion
Corporation.
26
<PAGE>
NUMBER OF THE
FUNDS' SHARES
BENEFICIALLY
NAME, POSITION WITH PRINCIPAL OCCUPATION AND TRUSTEE OR EXECUTIVE OWNED DIRECTLY
TREASURER'S SERIES BUSINESS EXPERIENCE OFFICER OF TREASURER'S OR INDIRECTLY ON MEMBER OF
TRUST, AND AGE (DURING THE PAST FIVE YEARS) SERIES TRUST SINCE DEC. 31, 1998 (1) COMMITTEE
<S> <C> <C> <C> <C>
JOHN W. MCINTYRE, Presently retired. Formerly, Vice 1995 402.36 (2),(3),(5)
TRUSTEE, AGE 68 Chairman of the Board of The Citizens (7)
and Southern Corporation; Chairman of
the Board and Chief Executive Officer of
The Citizens and Southern Georgia
Corporation; Chairman of the Board and
Chief Executive Officer of The Citizens and
Southern National Bank. Trustee of INVESCO
Global Health Sciences Fund, Gables
Residential Trust, Employees' Retirement
System of Georgia, Emory University, and
J.M. Tull Charitable Foundation; director
of Kaiser Foundation Health Plans of
Georgia, Inc.
DR. LARRY SOLL, Presently retired. Formerly, Chairman 1998 201.18 (4),(8)
TRUSTEE, AGE 56 of the Board (1987-1994), Chief Executive
Officer (1982-1989 and (1993-1994)
and President (1982-1989) of Synergen,
Inc. Director of Synergen, Inc. since
incorporation in 1982. Director of Isis
Pharmaceuticals, Inc. Trustee of INVESCO
Global Health Sciences Fund.
</TABLE>
*Because of his or her affiliation with INVESCO, the Funds' investment adviser,
or with companies affiliated with INVESCO, this individual is deemed to be an
"interested person" of Treasurer's Series Trust as that term is defined in the
1940 Act.
(1) = As interpreted by the SEC, a security is beneficially owned by a person
if that person has or shares voting power or investment power with respect
to that security. The persons listed have partial or complete voting and
investment power with respect to their respective Fund shares.
(2) = Member of the Audit Committee
(3) = Member of the Executive Committee
(4) = Member of the Management Liaison Committee
(5) = Member of the Valuation Committee
(6) = Member of the Compensation Committee
(7) = Member of the Soft Dollar Brokerage committee
(8) = Member of the Derivatives Committee
The Board has audit, management liaison, soft dollar brokerage, and
derivatives committees consisting of Independent Trustees and compensation,
executive and valuation committees consisting of both Independent Trustees and
non-independent trustees. The Board does not have a nominating committee. The
audit committee, consisting of four Independent Trustees, meets quarterly with
the independent accountants and executive officers of Treasurer's Series Trust.
This committee reviews the accounting principles being applied by Treasurer's
Series Trust in financial reporting, the scope and adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters. All of the recommendations of the audit committee are reported to
the full Board. During the intervals between the meetings of the Board, the
executive committee may exercise all powers and authority of the Board in the
management of the business of Treasurer's Series Trust, except for certain
powers which, under applicable law and/or the by-laws of Treasurer's Series
Trust, may only be exercised by the full Board. All decisions are subsequently
submitted for ratification by the Board. The management liaison committee meets
quarterly with various management personnel of INVESCO in order to facilitate
better understanding of the management and operations of Treasurer's Series
Trust, and to review legal and operational matters that have been assigned to
the committee by the Board, in furtherance of the Board's overall duty of
supervision. The soft dollar brokerage committee meets periodically to review
soft dollar brokerage transactions by Treasurer's Series Trust, and to review
policies and procedures of Treasurer's Series Trust's adviser with respect to
soft dollar brokerage transactions. The committee then reports on these matters
to the Board. The derivatives committee meets periodically to review derivatives
investments made by Treasurer's Series Trust. The committee monitors derivatives
27
<PAGE>
usage by Treasurer's Series Trust and the procedures utilized by Treasurer's
Series Trust's adviser to ensure that the use of such instruments follows the
policies on such instruments adopted by the Board. The committee then reports on
these matters to the Board.
During the past fiscal year, the Board met four times, the audit committee
met four times, the compensation committee met one time, the management liaison
committee met four times, the soft dollar brokerage committee met two times, and
the derivatives committee met two times. The executive committee did not meet.
During the last fiscal year of Treasurer's Series Trust, each trustee nominee
attended 75% or more of the Board meetings and meetings of the committees of the
Board on which he or she served.
The Independent Trustees nominate individuals to serve as Independent
Trustees, without any specific nominating committees. The Board ordinarily will
not consider unsolicited trustee nominations recommended by Treasurer's Series
Trust shareholders. The Board, including its Independent Trustees, unanimously
approved the nomination of the foregoing persons to serve as trustees and
directed that the election of these nominees be submitted to the Funds'
shareholders.
The following table sets forth information relating to the compensation
paid to trustees during the last fiscal year:
COMPENSATION TABLE
AMOUNTS PAID DURING THE MOST RECENT
FISCAL YEAR BY TREASURER'S SERIES TRUST TO TRUSTEES
NAME OF PERSON, AGGREGATE PENSION OR ESTIMATED TOTAL
POSITION COMPENSATION RETIREMENT ANNUAL COMPENSATION
FROM BENEFITS BENEFITS UPON FROM
TREASURER'S ACCRUED AS RETIREMENT(3) TREASURER'S
SERIES PART OF SERIES TRUST
TRUST TREASURER'S AND INVESCO
SERIES TRUST FUNDS PAID TO
EXPENSES(2) TRUSTEES(1)
FRED A DEERING, VICE $2,172 $227 $153 $103,700
CHAIRMAN OF THE BOARD
AND TRUSTEE
DR. VICTOR L. $2,149 $217 $169 $80,350
ANDREWS, TRUSTEE
BOB R. BAKER, TRUSTEE $2,166 $194 $226 $84,000
LAWRENCE H. $2,144 $217 $169 $79,350
BUDNER, TRUSTEE
DANIEL D. CHABRIS,(4) $1,622 $222 $139 $70,000
TRUSTEE
DR. WENDY L. $2,143 $0 $0 $79,000
GRAMM, TRUSTEE
KENNETH T. KING, $2,133 $231 $139 $77,050
TRUSTEE
JOHN W. MCINTYRE, $2,144 $0 $0 $98,500
TRUSTEE
DR. LARRY SOLL, $2,138 $0 $0 $96,000
TRUSTEE
------------ ------------ ------------ ------------
TOTAL $18,811 $1,308 $995 $767,950
- -----
AS A PERCENTAGE 0.0249%(5) 0.0017%(5) 0.0035%(6)
- ----------------
OF NET ASSETS
- -------------
28
<PAGE>
(1) The Vice Chairman of the board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and the
Independent Trustee members of the committees receive compensation for serving
in such capacities in addition to the compensation paid to all Independent
Trustees.
(2) Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the election
of the trustees.
(3) These figures represent Treasurer's Series Trust's share of the estimated
annual benefits payable by the INVESCO Complex (excluding INVESCO Global Health
Sciences Fund which does not participate in this retirement plan) upon the
trustees' retirement, calculated using the current method of allocating trustee
compensation among the INVESCO Funds. These estimated benefits assume retirement
at age 72 and that the basic retainer payable to the trustees will be adjusted
periodically for inflation, for increases in the number of funds in the INVESCO
Complex, and for other reasons during the period in which retirement benefits
are accrued on behalf of the respective trustees. This results in lower
estimated benefits for trustees who are closer to retirement and higher
estimated benefits for directors who are farther from retirement. With the
exception of Mr. McIntyre and Drs. Soll and Gramm, each of these trustees has
served as trustee or director of one or more of the INVESCO Funds for the
minimum five-year period required to be eligible to participate in the Defined
Benefit Deferred Compensation Plan.
(4) Mr. Chabris retired as a trustee effective September 30, 1998.
(5) Total as a percentage of Treasurer's Series Trust's net assets as of
December 31, 1998.
(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1998.
Treasurer's Series Trust pays its Independent Trustees, Board vice
chairman, committee chairmen, and committee members the fees described above.
Treasurer's Series Trust also reimburses its Independent Trustees for travel
expenses incurred in attending meetings. Charles W. Brady, Chairman of the
Board, and Mark H. Williamson, President, Chief Executive Officer, and Trustee,
as "interested persons" of Treasurer's Series Trust and of other INVESCO Funds,
receive compensation and are reimbursed for travel expenses incurred in
attending meetings as officers or employees of INVESCO or its affiliated
companies, but do not receive any trustee's fees or other compensation from
Treasurer's Series Trust or other INVESCO Funds for their services as trustees
or directors.
The overall direction and supervision of Treasurer's Series Trust is the
responsibility of the Board, which has the primary duty of ensuring that
Treasurer's Series Trust's general investment policies and programs are adhered
to and that Treasurer's Series Trust is properly administered. The officers of
Treasurer's Series Trust, all of whom are officers and employees of and paid by
INVESCO, are responsible for the day-to-day administration of Treasurer's Series
Trust. INVESCO Capital Management ("ICM"), as investment adviser for Treasurer's
Series Trust, has the primary responsibility for making investment decisions on
behalf of Treasurer's Series Trust.
All of the officers and trustees of Treasurer's Series Trust hold
comparable positions with the following INVESCO Funds: INVESCO Bond Funds, Inc.
(formerly, INVESCO Income Funds, Inc.), INVESCO Combination Stock & Bond Funds,
Inc. (formerly, INVESCO Flexible Funds, Inc. and INVESCO Multiple Asset Funds,
Inc.), INVESCO Diversified Funds, Inc., INVESCO Growth Funds, Inc. (formerly,
INVESCO Growth Fund, Inc.), INVESCO Emerging Opportunity Funds, Inc., INVESCO
Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money
Market Funds, Inc., INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic
Portfolios, Inc.), INVESCO Stock Funds, Inc., (formerly, INVESCO Equity Funds,
Inc. and INVESCO Capital Appreciation Funds, Inc.), INVESCO Tax-Free Income
Funds, Inc., and INVESCO Variable Investment Funds, Inc. All of the trustees and
officers of Treasurer's Series Trust also hold comparable positions with INVESCO
Value Trust.
The Boards of the Funds managed by INVESCO have adopted a Defined Benefit
Deferred Compensation Plan (the "Plan") for the non-interested trustees of
Treasurer's Series Trust. Under the Plan, each trustee who is not an interested
29
<PAGE>
person of Treasurer's Series Trust (as defined in Section 2(a)(19) of the 1940
Act) and who has served for at least five years (a "QualifiedTrustee") is
entitled to receive, upon termination of service as trustee (normally at
retirement age 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 Trustees at the time of his or her retirement (the "Basic
Benefit"). Commencing with any such trustee's second year of retirement, and
commencing with the first year of retirement of any trustee whose retirement has
been extended by the Board for three years, a Qualified Trustee shall receive
quarterly payments at an annual rate equal to 50% of the Basic Benefit (the
"Reduced Benefit Payments"). These payments will continue for the remainder of
the Qualified Trustee's life or ten years, whichever is longer. If a Qualified
Trustee dies or becomes disabled after age 72 and before age 74 while still a
trustee of the Funds, the First Year Retirement Benefit and Reduced Benefit
Payments will be made to him or her or to his or her beneficiary or estate. If a
Qualified Trustee becomes disabled or dies either prior to age 72 or during his
or her 74th year while still a trustee of Treasurer's Series Trust, the trustee
will not be entitled to receive the First Year Retirement Benefit; however, the
Reduced Benefit Payments will be made to his or her beneficiary or estate. The
Plan is administered by a committee of three trustees who are also participants
in the Plan and one trustee who is not a Plan participant. The cost of the Plan
will be allocated among the INVESCO Funds in a manner determined to be fair and
equitable by the committee. The Treasurer's Series Trust began making payments
to Mr. Chabris as of October 1, 1998 under the Plan. The Treasurer's Series
Trust has no stock options or other pension or retirement plans for management
or other personnel and pays no salary or compensation to any of its officers.
The Independent Trustees 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 shares of certain INVESCO
Funds. Each Independent Trustee is, therefore, an indirect owner of shares of
each such INVESCO Fund, in addition to any Fund shares that they may own
directly.
VOTE REQUIRED.
Election of each nominee as a trustee of Treasurer's Series Trust requires
the affirmative vote of a plurality of the votes cast at the Meeting in person
or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
EACH OF THE NOMINEES IN PROPOSAL 4.
-----------------------------------------------------------
PROPOSAL 5. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS.
30
<PAGE>
The Board of Treasurer's Series Trust, including all of its Independent
Trustees, has selected PricewaterhouseCoopers LLP to continue to serve as
independent accountants of each Fund, subject to ratification by each Fund's
shareholders. PricewaterhouseCoopers LLP has no direct financial interest or
material indirect financial interest in any Fund. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have been
given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the Board reviewed the nature and scope
of the services to be provided (including non-audit services) and whether the
performance of such services would affect the accountants' independence.
VOTE REQUIRED.
Approval of Proposal 5 requires the affirmative vote of a majority of the
votes present at the Meeting, provided that a quorum is present.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL 5.
-----------------------------------------------------------
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the intention
that proxies that do not contain specific instructions to the contrary will be
voted on such matters in accordance with the judgment of the persons designated
in the proxies.
INFORMATION CONCERNING ADVISER,
DISTRIBUTOR AND
AFFILIATED COMPANIES
ICM, a Delaware corporation, serves as Treasurer's Series Trust's
investment adviser, and provides other services to Money Fund, Tax-Exempt Fund
and Treasurer's Series Trust. IDI, a Delaware corporation, serves as Money
Fund's and Tax-Exempt Fund's distributor. ICM and IDI are indirect wholly owned
subsidiaries of AMVESCAP PLC.(1)
- ------------------
(1) The intermediary companies between ICM and AMVESCAP PLC are as follows:
INVESCO, Inc., AMVESCAP Group Services, Inc., AVZ, Inc. and INVESCO North
American Group, Ltd., each of which is wholly owned by its immediate parent.
31
<PAGE>
INVESCO's and IDI's offices are located at 7800 East Union Avenue, Denver,
Colorado 80237. ICM's offices are located at 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309. The corporate headquarters of AMVESCAP PLC are located
at 11 Devonshire Square, London, EC2M 4YR, England. ICM currently manages in
excess of $48 billion of assets for its customers.
The principal executive officers and directors of INVESCO and their
principal occupations are:
Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director, also, President and Chief Executive Officer of IDI; and
Charles P. Mayer, Director and Senior Vice President, also, and Director and
Senior Vice President of IDI; Ronald L. Grooms, Senior Vice President and
Treasurer, also Senior Vice President and Treasurer of IDI; and Glen A. Payne,
Senior Vice President, Secretary and General Counsel, also Senior Vice
President, Secretary and General Counsel of IDI.
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
The principal executive officers and directors of ICM and their principal
occupations are:
Frank M. Bishop, President, Chief Executive Officer and Director; Edward
C. Mitchell, Jr., Chairman of the Board; Terrence J. Miller, Deputy President
and Director; Timothy J. Culler, Chief Investment Officer, Vice President and
Director; David Hartley, Chief Financial Officer and Treasurer; Julie A. Skaggl,
Vice President and Secretary; Luis A. Aguilar, Vice President and Assistant
Secretary; Stephen A. Dana, Vice President and Director; Thomas W. Norwood, Vice
President and Director; Donald B. Saltee, Vice President and Director; Thomas L.
Shields, Vice President and Director; Wendell M. Starke, Vice President and
Director; A. D. Frazier, Director; and Deborah Lamb, Assistant Secretary.
The address of each of the foregoing officers and directors is 1315
Peachtree Street, N.E., Atlanta, Georgia 30309.
During the fiscal year ended December 31, 1998 ICM also absorbed and paid,
pursuant to the management contract, all the expenses of INVESCO in its capacity
as Treasurer's Series Trust's administrator, transfer agent and dividend
disbursing agent.
MISCELLANEOUS
AVAILABLE INFORMATION
Each Fund is subject to the information requirements of the Securities
Exchange Act of 1934 and the 1940 Act and in accordance with those requirements
files reports, proxy material and other information with the SEC. These reports,
proxy material and other information can be inspected and copied at the Public
32
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Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, The Midwest Regional office of the SEC, Northwest Atrium Center, 500 West
Madison Street, Suite 400, Chicago, Illinois 60611, and the Northeast Regional
Office of the SEC, Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, Washington, D.C. 20459 at prescribed rates. In addition,
reports and other information about each Fund are available on the SEC's web
site at http://www.sec.gov.
LEGAL MATTERS
Certain legal matters in connection with the issuance of INVESCO
Treasurers' Series Funds, Inc. Fund shares as part of the Conversions will be
passed upon by INVESCO Treasurers' Series Funds, Inc. counsel, Kirkpatrick &
Lockhart LLP.
EXPERTS
The audited financial Statements of Money Fund and Tax-Exempt Fund,
incorporated herein by reference and incorporated by reference or included in
their respective Statements of Additional Information, have been audited by
PricewaterhouseCoopers LLP, independent accountants for the Funds, whose reports
thereon are included in the Funds' Annual Reports to Shareholders for the fiscal
year or period ended December 31, 1998. The financial statements audited by
PricewaterhouseCoopers LLP have been incorporated herein by reference in
reliance on their reports given on their authority as experts in auditing and
accounting matters.
SHAREHOLDER PROPOSALS
Treasurer's Series Trust does not hold annual meetings of shareholders.
Shareholders wishing to submit proposals for inclusion in a proxy statement and
form of proxy for a subsequent shareholders' meeting should send their written
proposals to the Secretary of Treasurer's Series Trust, 7800 East Union Avenue,
Denver, Colorado 80237. Treasurer's Series Trust has not received any
shareholder proposals to be presented at this Meeting.
By Order of the Board of Trustees
----------------------------
Glen A. Payne
Secretary
March 23, 1999
33
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APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
5% or more of Money Fund's and Tax-Exempt Fund's outstanding equity securities:
SHARES OF EQUITY SECURITIES BENEFICIALLY OWNED
NAME AND ADDRESS AMOUNT PERCENT
MONEY FUND
INVESCO Capital [13,403,708.3900 19.10]
Management, Inc.
1315 Peachtree St. NE,
Suite 300
Atlanta, GA 30309
State of Illinois [7,349,877.3300 10.47]
Employees Def.
Compensation Pl.
c/o PRIMCO Capital Mgmt.
101 South Fifth St.,
Ste. 2150
Louisville, KY
40202-3113
AVZ Inc. [6,237,835.4000 8.89]
1315 Peachtree St.,
Suite 500
Atlanta, GA 30309-3503
WSU Endowment Association [4,952,331.9100 7.06]
1845 Fairmount
Wichita, KS 67260-0001
Teamster Local Union 918 [4,525,205.1300 6.45]
Welfare Fund
2137-47 Utica Ave.
Brooklyn, NY 11234-3827
Mercantile Bank Cust. [3,887,417.0800 5.54]
Central Laborers Pension
Fund
Tram 16-2
P.O. Box 387
St. Louis, MO 63166-0387
TAX-EXEMPT FUND
Willis M. Everett III [4,256,366.0600 17.94]
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
Alice H. Richards [3,602,941.1000 15.18]
P.O. Box 400
Carrollton, GA
30117-0400
Thomas L. Shields, Jr. [3,439,183.8900 14.49]
1750 W. Sussex
Atlanta, GA 30306
<PAGE>
NAME AND ADDRESS AMOUNT PERCENT
J. B. Fuqua [2,245,513.5500 9.46]
Suite 5000
1201 W. Peachtree St.
N.E.
Atlanta, GA 30309-3400
Stephen A. Dana [1,600,243.1400 6.74]
1315 Peachtree St. N.E.
Suite 300
Atlanta, GA 30309
J. Rex Fuqua [1,494,326.4200 6.30]
c/o Fuqua Capital Corp.
1201 W. Peachtree St.
N.E.
Atlanta, GA 30309
Charles E. Sward [1,295,639.9000 5.46]
1837 Cedar Canyon Drive
Atlanta, GA 30345-4023
Realan Capital Corp. [1,203,022.8800 5.07]
1201 W. Peachtree St.
Suite 5000
Atlanta, GA 30309-3400
2
<PAGE>
APPENDIX B
AGREEMENT AND PLAN OF CONVERSION AND TERMINATION
This AGREEMENT AND PLAN OF CONVERSION AND TERMINATION ("Agreement") is
made as of _____ __, 1999, between INVESCO Treasurer's Series Trust, a
Massachusetts business trust ("Trust"), on behalf of INVESCO Money Market
Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund, each a segregated
portfolio of assets ("series") of Trust (each, an "Old Fund"), and INVESCO
Treasurers' Series Funds, Inc., a Maryland corporation ("Corporation"), on
behalf of its INVESCO Money Market Reserve Fund series and INVESCO Treasurers'
Tax-Exempt Reserve Fund series (each, a "New Fund"). (Each Old Fund and New Fund
is sometimes referred to herein individually as a "Fund" and collectively as the
"Funds"; and Trust and Corporation are sometimes referred to herein individually
as an "Investment Company.") All agreements, representations, actions, and
obligations described herein made or to be taken or undertaken by either Fund
are made and shall be taken or undertaken by Trust on behalf of each Old Fund
and by Corporation on behalf of each New Fund.
Each Old Fund intends to change its form, identity, and place or
organization -- by converting from a series of a Massachusetts business trust to
a series of a Maryland corporation -- through a reorganization within the
meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
("Code"). Each Old Fund desires to accomplish such conversion by transferring
all its assets to its corresponding New Fund (I.E., the New Fund with the same
name) (which is being established solely for the purpose of acquiring such
assets and continuing Old Fund's business) in exchange solely for voting shares
of common stock in such New Fund ("New Fund Shares") and such New Fund's
assumption of such Old Fund's liabilities, followed by the constructive
distribution of the New Fund Shares PRO RATA to the holders of shares of common
stock in such Old Fund ("Old Fund Shares") in exchange therefor, all on the
terms and conditions set forth in this Agreement (which is intended to be, and
is adopted as, a "plan of reorganization" for federal income tax purposes). All
such transactions involving each Old Fund and its corresponding New Fund are
referred to herein as a "Reorganization." For convenience, the balance of this
Agreement will refer to a single Reorganization, one Old Fund, and one New Fund,
but the terms and conditions of this Agreement shall apply separately to each
Reorganization. The consummation of one Reorganization shall not be contingent
on consummation of the other Reorganization.
In consideration of the mutual promises herein contained, the parties
agree as follows:
1. PLAN OF CONVERSION AND TERMINATION
1.1. Old Fund agrees to assign, sell, convey, transfer, and deliver all of
its assets described in paragraph 1.2 ("Assets") to New Fund. New Fund agrees in
exchange therefor --
(a) to issue and deliver to Old Fund the number of full and
fractional (rounded to the third decimal place) New Fund Shares equal to
the number of full and fractional Old Fund Shares then outstanding, and
(b) to assume all of Old Fund's liabilities described in paragraph
<PAGE>
1.3 ("Liabilities"). Such transactions shall take place at the Closing
(as defined in paragraph 2.1).
1.2. The Assets shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), claims and rights of action, rights to register shares under
applicable securities laws, books and records, deferred and prepaid expenses
shown as assets on Old Fund's books, and other property owned by Old Fund at the
Effective Time (as defined in paragraph 2.1).
1.3. The Liabilities shall include all of Old Fund's liabilities, debts,
obligations, and duties of whatever kind or nature, whether absolute, accrued,
contingent, or otherwise, whether or not arising in the ordinary course of
business, whether or not determinable at the Effective Time, and whether or not
specifically referred to in this Agreement.
1.4. At the Effective Time (or as soon thereafter as is reasonably
practicable), (a) the New Fund Share issued pursuant to paragraph 4.4 shall be
redeemed by New Fund for $1.00 and (b) Old Fund shall distribute the New Fund
Shares it received pursuant to paragraph 1.1 to its shareholders of record,
determined as of the Effective Time (each a "Shareholder" and collectively
"Shareholders"), in constructive exchange for their Old Fund Shares. Such
distribution shall be accomplished by Corporation's transfer agent's opening
accounts on New Fund's share transfer books in the Shareholders' names and
transferring such New Fund Shares thereto. Each Shareholder's account shall be
credited with the respective PRO RATA number of full and fractional (rounded to
the third decimal place) New Fund Shares due that Shareholder. All outstanding
Old Fund Shares, including those represented by certificates, shall
simultaneously be canceled on Old Fund's share transfer books. New Fund shall
not issue certificates representing the New Fund Shares in connection with the
Reorganization.
1.5. As soon as reasonably practicable after distribution of the New Fund
Shares pursuant to paragraph 1.4, but in all events within twelve months after
the Effective Time, Old Fund shall be terminated as a series of Trust and any
further actions shall be taken in connection therewith as required by applicable
law.
1.6. Any reporting responsibility of Old Fund to a public authority is and
shall remain its responsibility up to and including the date on which it is
terminated.
1.7. Any transfer taxes payable on issuance of New Fund Shares in a name
other than that of the registered holder on Old Fund's books of the Old Fund
Shares constructively exchanged therefor shall be paid by the person to whom
such New Fund Shares are to be issued, as a condition of such transfer.
2. CLOSING AND EFFECTIVE TIME
2.1. The Reorganization, together with related acts necessary to
consummate the same ("Closing"), shall occur at the Funds' principal office on
May 30, 1999, or at such other place and/or on such other date as to which the
parties may agree. All acts taking place at the Closing shall be deemed to take
place simultaneously as of the close of business on the date thereof or at such
other time as to which the parties may agree ("Effective Time").
2.2. Trust's fund accounting and pricing agent shall deliver at the
Closing a certificate of an authorized officer verifying that the information
(including adjusted basis and holding period, by lot) concerning the Assets,
2
<PAGE>
including all portfolio securities, transferred by Old Fund to New Fund, as
reflected on New Fund's books immediately following the Closing, does or will
conform to such information on Old Fund's books immediately before the Closing.
Trust's custodian shall deliver at the Closing a certificate of an authorized
officer stating that (a) the Assets held by the custodian will be transferred to
New Fund at the Effective Time and (b) all necessary taxes in conjunction with
the delivery of the Assets, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment has been made.
2.3. Corporation's transfer agent shall deliver at the Closing a
certificate as to the opening on New Fund's share transfer books of accounts in
the Shareholders' names. Corporation shall issue and deliver a confirmation to
Trust evidencing the New Fund Shares to be credited to Old Fund at the Effective
Time or provide evidence satisfactory to Trust that such New Fund Shares have
been credited to Old Fund's account on such books. At the Closing, each party
shall deliver to the other such bills of sale, checks, assignments, stock
certificates, receipts, or other documents as the other party or its counsel may
reasonably request.
2.4. Each Investment Company shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.
3. REPRESENTATIONS AND WARRANTIES
3.1. Old Fund represents and warrants as follows:
3.1.1. Trust is a trust operating under a written declaration of
trust, the beneficial interest in which is divided into transferable
shares, that is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts; and a copy of its' Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts;
3.1.2. Trust is duly registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"),
and such registration will be in full force and effect at the Effective
Time;
3.1.3. Old Fund is a duly established and designated series of Trust;
3.1.4. At the Closing, Old Fund will have good and marketable title
to the Assets and full right, power, and authority to sell, assign,
transfer, and deliver the Assets free of any liens or other encumbrances;
and upon delivery and payment for the Assets, New Fund will acquire good
and marketable title thereto;
3.1.5. New Fund Shares are not being acquired for the purpose of
making any distribution thereof, other than in accordance with the terms
hereof;
3.1.6. Old Fund is a "fund" as defined in section 851(g)(2) of the
Code; it qualified for treatment as a regulated investment company under
Subchapter M of the Code ("RIC") for each past taxable year since it
commenced operations and will continue to meet all the requirements for
such qualification for its current taxable year; and it has no earnings
and profits accumulated in any taxable year in which the provisions of
Subchapter M did not apply to it. The Assets shall be invested at all
times through the Effective Time in a manner that ensures compliance with
the foregoing;
3
<PAGE>
3.1.7. The Liabilities were incurred by Old Fund in the ordinary
course of its business and are associated with the Assets;
3.1.8. Old Fund is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case within
the meaning of section 368(a)(3)(A) of the Code;
3.1.9. Not more than 25% of the value of Old Fund's total assets
(excluding cash, cash items, and U.S. government securities) is invested
in the stock and securities of any one issuer, and not more than 50% of
the value of such assets is invested in the stock and securities of five
or fewer issuers;
3.1.10. As of the Effective Time, Old Fund will not have outstanding
any warrants, options, convertible securities, or any other type of rights
pursuant to which any person could acquire Old Fund Shares;
3.1.11. At the Effective Time, the performance of this Agreement
shall have been duly authorized by all necessary action by Old Fund's
shareholders; and
3.1.12. Old Fund will be terminated as soon as reasonably practicable
after the Effective Time, but in all events within twelve months
thereafter.
3.2. New Fund represents and warrants as follows:
3.2.1. Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Maryland; and a copy
of its Articles of Incorporation is on file with the Secretary of State of
Maryland;
3.2.2. Corporation is duly registered as an open-end management
investment company under the 1940 Act, and such registration will be in
full force and effect at the Effective Time;
3.2.3. Before the Effective Time, New Fund will be a duly established
and designated series of Corporation;
3.2.4. New Fund has not commenced operations and will not do so until
after the Closing;
3.2.5. Prior to the Effective Time, there will be no issued and
outstanding shares in New Fund or any other securities issued by New Fund,
except as provided in paragraph 4.4;
3.2.6. No consideration other than New Fund Shares (and New Fund's
assumption of the Liabilities) will be issued in exchange for the Assets
in the Reorganization;
3.2.7. The New Fund Shares to be issued and delivered to Old Fund
hereunder will, at the Effective Time, have been duly authorized and, when
issued and delivered as provided herein, will be duly and validly issued
and outstanding shares of New Fund, fully paid and non-assessable;
3.2.8. New Fund will be a "fund" as defined in section 851(g)(2) of
the Code and will meet all the requirements to qualify for treatment as a
RIC for its taxable year in which the Reorganization occurs;
3.2.9. New Fund has no plan or intention to issue additional New
4
<PAGE>
Fund Shares following the Reorganization except for shares issued in the
ordinary course of its business as a series of an open-end investment
company; nor does New Fund have any plan or intention to redeem or
otherwise reacquire any New Fund Shares issued to the Shareholders
pursuant to the Reorganization, except to the extent it is required by the
1940 Act to redeem any of its shares presented for redemption at net asset
value in the ordinary course of that business;
3.2.10. Following the Reorganization, New Fund (a) will continue Old
Fund's "historic business" (within the meaning of section 1.368-1(d)(2) of
the Income Tax Regulations under the Code), (b) use a significant portion
of Old Fund's historic business assets (within the meaning of section
1.368-1(d)(3) of those regulations) in a business, (c) has no plan or
intention to sell or otherwise dispose of any of the Assets, except for
dispositions made in the ordinary course of that business and dispositions
necessary to maintain its status as a RIC, and (d) expects to retain
substantially all the Assets in the same form as it receives them in the
Reorganization, unless and until subsequent investment circumstances
suggest the desirability of change or it becomes necessary to make
dispositions thereof to maintain such status;
3.2.11. There is no plan or intention for New Fund to be dissolved or
merged into another corporation or a business trust or any "fund" thereof
(within the meaning of section 851(g)(2) of the Code) following the
Reorganization; and
3.2.12. Immediately after the Reorganization, (a) not more than 25%
of the value of New Fund's total assets (excluding cash, cash items, and
U.S. government securities) will be invested in the stock and securities
of any one issuer and (b) not more than 50% of the value of such assets
will be invested in the stock and securities of five or fewer issuers.
3.3. Each Fund represents and warrants as follows:
3.3.1. The aggregate fair market value of the New Fund Shares, when
received by the Shareholders, will be approximately equal to the aggregate
fair market value of their Old Fund Shares constructively surrendered in
exchange therefor;
3.3.2. Its management (a) is unaware of any plan or intention of
Shareholders to redeem, sell, or otherwise dispose of (i) any portion of
their Old Fund Shares before the Reorganization to any person related
(within the meaning of section 1.368-1(e)(3) of the Income Tax Regulations
under the Code) to either Fund or (ii) any portion of the New Fund Shares
to be received by them in the Reorganization to any person related (as so
defined) to New Fund, (b) does not anticipate dispositions of those New
Fund Shares at the time of or soon after the Reorganization to exceed the
usual rate and frequency of dispositions of shares of Old Fund as a series
of an open-end investment company, (c) expects that the percentage of
Shareholder interests, if any, that will be disposed of as a result of or
at the time of the Reorganization will be DE MINIMIS, and (d) does not
anticipate that there will be extraordinary redemptions of New Fund Shares
immediately following the Reorganization;
3.3.3. The Shareholders will pay their own expenses, if any, incurred
in connection with the Reorganization;
3.3.4. Immediately following consummation of the Reorganization, the
Shareholders will own all the New Fund Shares and will own such shares
5
<PAGE>
solely by reason of their ownership of Old Fund Shares immediately before
the Reorganization;
3.3.5. Immediately following consummation of the Reorganization, New
Fund will hold the same assets -- except for assets distributed to
shareholders in the course of its business as a RIC and assets used to pay
expenses incurred in connection with the Reorganization -- and be subject
to the same liabilities that Old Fund held or was subject to immediately
prior to the Reorganization, plus any liabilities for expenses of the
parties incurred in connection with the Reorganization. Such excepted
assets, together with the amount of all redemptions and distributions
(other than regular, normal dividends) made by Old Fund immediately
preceding the Reorganization, will, in the aggregate, constitute less than
1% of its net assets;
3.3.6. There is no intercompany indebtedness between the Funds that
was issued or acquired, or will be settled, at a discount; and
3.3.7. Neither Fund will be reimbursed for any expenses incurred by
it or on its behalf in connection with the Reorganization unless those
expenses are solely and directly related to the Reorganization (determined
in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1
C.B. 187) ("Reorganization Expenses").
4. CONDITIONS PRECEDENT
Each Fund's obligations hereunder shall be subject to (a) performance by
the other Fund of all its obligations to be performed hereunder at or before the
Effective Time, (b) all representations and warranties of the other Fund
contained herein being true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated
hereby, as of the Effective Time, with the same force and effect as if made on
and as of the Effective Time, and (c) the further conditions that, at or before
the Effective Time:
4.1. This Agreement and the transactions contemplated hereby shall have
been duly adopted and approved by Trust's board of trustees and Corporation's
board of directors (each, a "board") and shall have been approved by Old Fund's
shareholders in accordance with applicable law;
4.2. All necessary filings shall have been made with the Securities and
Exchange Commission ("SEC") and state securities authorities, and no order or
directive shall have been received that any other or further action is required
to permit the parties to carry out the transactions contemplated hereby. All
consents, orders, and permits of federal, state, and local regulatory
authorities (including the SEC and state securities authorities) deemed
necessary by either Investment Company to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain same would not involve a risk of a material
adverse effect on the assets or properties of either Fund, provided that either
Investment Company may for itself waive any of such conditions;
4.3. Each Investment Company shall have received an opinion of Kirkpatrick
& Lockhart LLP, addressed to and in form and substance satisfactory to it, as to
the federal income tax consequences mentioned below ("Tax Opinion"). In
rendering the Tax Opinion, such counsel may rely as to factual matters,
exclusively and without independent verification, on the representations made in
this Agreement (or in separate letters addressed to such counsel) and the
certificates delivered pursuant to paragraph 2.4. The Tax Opinion shall be
6
<PAGE>
substantially to the effect that, based on the facts and assumptions stated
therein and conditioned on consummation of the Reorganization in accordance with
this Agreement, for federal income tax purposes:
4.3.1. New Fund's acquisition of the Assets in exchange solely for
New Fund Shares and New Fund's assumption of the Liabilities, followed by
Old Fund's distribution of those shares PRO RATA to the Shareholders
constructively in exchange for the Shareholders' Old Fund Shares, will
constitute a reorganization within the meaning of section 368(a)(1)(F) of
the Code, and each Fund will be "a party to a reorganization" within the
meaning of section 368(b) of the Code;
4.3.2. Old Fund will recognize no gain or loss on the transfer to New
Fund of the Assets in exchange solely for New Fund Shares and New Fund's
assumption of the Liabilities or on the subsequent distribution of those
shares to the Shareholders in constructive exchange for their Old Fund
Shares;
4.3.3. New Fund will recognize no gain or loss on its receipt of the
Assets in exchange solely for New Fund Shares and its assumption of the
Liabilities;
4.3.4. New Fund's basis for the Assets will be the same as the basis
thereof in Old Fund's hands immediately before the Reorganization, and New
Fund's holding period for the Assets will include Old Fund's holding
period therefor;
4.3.5. A Shareholder will recognize no gain or loss on the
constructive exchange of all its Old Fund Shares solely for New Fund
Shares pursuant to the Reorganization;
4.3.6. A Shareholder's aggregate basis for the New Fund Shares to be
received by it in the Reorganization will be the same as the aggregate
basis for its Old Fund Shares to be constructively surrendered in exchange
for those New Fund Shares, and its holding period for those New Fund
Shares will include its holding period for those Old Fund Shares, provided
they are held as capital assets by the Shareholder at the Effective Time;
and
4.3.7. For purposes of section 381 of the Code, New Fund will be
treated as if there had been no Reorganization. Accordingly, the
Reorganization will not result in the termination of Old Fund's taxable
year, Old Fund's tax attributes enumerated in section 381(c) of the Code
will be taken into account by New Fund as if there had been no
Reorganization, and the part of Old Fund's taxable year before the
Reorganization will be included in New Fund's taxable year after the
Reorganization;
4.4. Prior to the Closing, Corporation's directors shall have authorized
the issuance of, and New Fund shall have issued, one New Fund Share to Trust in
consideration of the payment of $1.00 to vote on the matters referred to in
paragraph 4.5; and
4.5. Corporation (on behalf of and with respect to New Fund) shall have
entered into a management contract and such other agreements as are necessary
for New Fund's operation as a series of an open-end investment company. Each
such contract and agreement shall have been approved by Corporation's directors
and, to the extent required by law, by such of those directors who are not
"interested persons" thereof (as defined in the 1940 Act) and by Trust as the
sole shareholder of New Fund.
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At any time before the Closing, either Investment Company may waive any of the
foregoing conditions (except that set forth in paragraph 4.1) if, in the
judgment of its board, such waiver will not have a material adverse effect on
its Fund's shareholders' interests.
5. BROKERAGE FEES AND EXPENSES
5.1 Each Investment Company represents and warrants to the other that
there are no brokers or finders entitled to receive any payments in connection
with the transactions provided for herein.
5.2 Except as otherwise provided herein, 50% of the total Reorganization
Expenses will be borne by INVESCO Funds Group, Inc. and the remaining 50% will
be borne one-half by each Fund.
6. ENTIRE AGREEMENT; NO SURVIVAL
Neither party has made any representation, warranty, or covenant not set
forth herein, and this Agreement constitutes the entire agreement between the
parties. The representations, warranties, and covenants contained herein or in
any document delivered pursuant hereto or in connection herewith shall not
survive the Closing.
7. TERMINATION
This Agreement may be terminated at any time at or prior to the Effective
Time, whether before or after approval by Old Fund's shareholders:
7.1. By either Fund (a) in the event of the other Fund's material breach
of any representation, warranty, or covenant contained herein to be performed at
or prior to the Effective Time, (b) if a condition to its obligations has not
been met and it reasonably appears that such condition will not or cannot be
met, or (c) if the Closing has not occurred on or before August 31, 1999; or
7.2. By the parties' mutual agreement.
In the event of termination under paragraphs 7.1(c) or 7.2, there shall be no
liability for damages on the part of either Fund, or the trustees/directors or
officers of either Investment Company, to the other Fund.
8. AMENDMENT
This Agreement may be amended, modified, or supplemented at any time,
notwithstanding approval thereof by Old Fund's shareholders, in such manner as
may be mutually agreed upon in writing by the parties; provided that following
such approval no such amendment shall have a material adverse effect on the
Shareholders' interests.
9. MISCELLANEOUS
9.1. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Maryland; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.
9.2. Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.
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9.3. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been executed by each Investment Company and
delivered to the other party hereto. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.4. The execution and delivery of this Agreement have been authorized by
Trust's trustees, and this Agreement has been executed and delivered by Trust's
authorized officers acting as such; neither such authorization by such trustees
nor such execution and delivery by such officers shall be deemed to have been
made by any of them individually or to impose any liability on any of them or
any shareholder of Trust personally, but shall bind only the assets and property
of Old Fund, as provided in Trust's Declaration of Trust.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed
and delivered by its duly authorized officers as of the day and year first
written above.
ATTEST: INVESCO TREASURER'S SERIES TRUST,
on behalf of its series,
INVESCO Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Fund
By:
- --------------------- -----------------------
Assistant Secretary Vice President
ATTEST: INVESCO TREASURERS' SERIES FUNDS, INC.,
on behalf of its series,
INVESCO Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Fund
By:
- ---------------------- ---------------------
Assistant Secretary Vice President
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APPENDIX C
DIFFERENCES IN LEGAL STRUCTURES
Unless otherwise defined in this Appendix, capitalized terms have the
meanings set forth in the attached Proxy Statement.
DIFFERENCES BETWEEN THE LEGAL STRUCTURES OF A
MARYLAND CORPORATION AND A MASSACHUSETTS BUSINESS TRUST
Treasurer's Series Trust is organized as a Massachusetts business trust.
If Proposal 1 is approved, it will be converted into a Maryland corporation,
INVESCO Treasurers' Series Funds, Inc. This discussion provides a summary of the
material differences between the legal structure of an investment company
organized as a Maryland corporation and subject to the Maryland Statute and an
investment company organized as a Massachusetts business trust under the
Massachusetts Statute. The different legal structures are considered by
contrasting the provisions of the Declaration of Trust and bylaws of Treasurer's
Series Trust (the "Trust") with the corporate charter and By-laws of Treasurer's
Series Funds, Inc., as well as the respective laws applicable to such entities.
The following is not a complete list of differences. Shareholders should
refer to the provisions of such charters and By-laws ("Governing Documents") of
Treasurers' Series Funds, Inc., the Maryland Statute, the Declaration of Trust
and By-laws of Value Trust and the Massachusetts Statute directly for a more
thorough comparison.
GOVERNING DOCUMENTS. In order to form a Maryland corporation, one or more
individuals over the age of 18 must sign and acknowledge articles of
incorporation which contain statutorily required provisions and file them for
record with the State Department of Assessments and Taxation of Maryland. The
shareholders of a Maryland corporation are subject to the Maryland Statute and
the Governing Documents of the corporation. The business and affairs of a
Maryland corporation are managed under the direction of its Board of Directors.
In order to be considered a Massachusetts business trust, an entity must
file its trust document with the Secretary of the Commonwealth of Massachusetts
and with the clerk of every city or town in Massachusetts where the trust has a
usual place of business. The business and affairs of a Massachusetts business
trust are governed by its trust instrument, called an Agreement and Declaration
of Trust, as well as its bylaws. The Declaration of Trust of the Trust is
referred to herein as the "Massachusetts Declaration."
SHAREHOLDER VOTING RIGHTS AND MEETINGS. Shareholders of both a Maryland
corporation and a Massachusetts business trust are subject to the voting
requirements contained in the 1940 Act for electing and removing
trustees/directors, selecting auditors and approving investment advisory
agreements and plans of distribution.
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The Governing Documents, consistent with the Maryland Statute, provide
that the holder of each share of stock of a New Series is entitled to one vote
for each full share, and a fractional vote for each fractional share of stock,
irrespective of the series or class. The Governing Documents of each New Series
state that, on any matter submitted to a vote of shareholders, all shares of the
corporation then issued and outstanding and entitled to vote, irrespective of
series or class, shall be voted in the aggregate and not by series or class
except when (1) otherwise expressly required by the Maryland Statute; (2)
required by the 1940 Act; and (3) the matter does not affect any interest of the
particular series or class in which circumstance only shareholders of the
affected series or class shall be entitled to vote thereon, unless otherwise
expressly provided in the corporation's charter.
There is no provision in the Massachusetts Statute addressing voting by
beneficial owners. With respect to voting by series or class, the Massachusetts
Declaration is similar to the Governing Documents for each corresponding New
Series. Specifically, such Massachusetts Declaration provides that each whole
share shall be entitled to one vote as to any matter on which it is entitled to
vote and fractional shares shall be entitled to a proportionate fractional vote.
Except with respect to matters as to which the trustees have determined that
only the interests of one or more particular series or classes are affected or
as required by law, all of the shares of each series or class shall, on matters
as to which such series or class is entitled to vote, vote with the other series
or classes so entitled as a single class. The Massachusetts Declaration
specifically provides that the shareholders of each series must act separately
to act upon matters concerning advisory or management arrangements or investment
policies or restrictions affecting such series.
MATTERS REQUIRING SHAREHOLDER APPROVAL. Under the Maryland Statute,
subject to provision therefor in the charter, shareholder approval by a majority
of all votes entitled to be cast on the matter is required to approve: (1)
amendments of the charter except as described below; (2) a consolidation,
merger, share exchange or transfer of assets, including a sale of all or
substantially all of the assets of the corporation; (3) a distribution in
partial liquidation; or (4) a voluntary dissolution. Absent such provision, the
Maryland Statute requires a supermajority vote for such actions.
Under the Governing Documents of each New Series, the corporation may take
action upon the concurrence of a majority of the aggregate number of votes
entitled to be cast, even where any provision of Maryland law requires the vote
of a greater proportion of votes entitled to be cast thereon.
The Massachusetts Declaration provides the trustees with a great deal of
latitude as to which matters are to be submitted to a vote of shareholders.
Specifically, shareholders have the power to vote only: (i) for the removal of
trustees by vote of 2/3 of the outstanding shares of the Trust; (ii) to fill a
vacancy on the Board of trustees by affirmative vote of a majority of shares
represented at a special meeting of the shareholders, provided that a quorum is
present and to the extent that a vacancy is not filled by the trustees as
otherwise permitted by the 1940 Act; (iii) for amendments to the Massachusetts
Declaration by vote of not less than a majority of the shares of the Trust; (iv)
on termination of the Trust or any series by vote of not less than 2/3 of the
shares of any such series of the Trust; (v) on any management or advisory
contract to the extent provided by the 1940 Act; (vi) on certain other matters
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as may be required by applicable law, the By-laws, or by the Declaration; or
(vii) for the merger, consolidation, sale, lease or exchange of all or
substantially all of the Trust Property by vote of not less than 2/3 of the
shares of each Series. In addition, the Trustees may form an organization to
take over all Trust Property in exchange for the securities of such organization
with approval of the holders of a majority of the shares.
Unlike the Maryland Statute, there is no specific provision under the
Massachusetts Statute with respect to amendments of the Massachusetts
Declaration. Under the Massachusetts Declaration, however, shareholders are
entitled to vote on such amendments as described in the preceding paragraph.
The Massachusetts Declaration may be amended without obtaining shareholder
approval in order to (i) change the name of the Trust or any series thereof;
(ii) establish and designate any series of shares upon the execution by a
majority of Trustees of an instrument setting forth such designation; and (iii)
abolish any series of shares at any time that there are no shares outstanding of
such series by act of a majority of trustees. The trustees may also amend the
Massachusetts Declaration without the vote or consent of shareholders at any
time if the trustees deem it necessary to conform the Massachusetts Declaration
to applicable laws or regulations. The Governing Documents include a provision
for amendment of the By-laws of the corporation by the board of directors,
except for any provision that is specified not to be subject to alteration or
repeal by the board. Under the Maryland Statute, the board of directors of an
open-end investment company may amend the charter of such company to change the
name of the Fund or the name or other designation of any classes or series
without approval of the shareholders. The Massachusetts Declaration does not
require shareholder approval to change the name of a Massachusetts Trust or the
name or other designation of any classes or series.
REMOVAL OF DIRECTORS/TRUSTEES. Unless the charter provides otherwise, the
Maryland Statute requires the affirmative vote of a majority of all votes
entitled to be cast for the election of directors, or to remove a director with
or without cause. The Governing Documents specify that the shareholders may
remove any director or directors by the affirmative vote of the holders of a
majority of the votes entitled to be cast thereon, at any meeting of
shareholders duly called and at which a quorum is present.
The Massachusetts Statute is silent with respect to the removal of
trustees from office. The Massachusetts Declaration provides for the removal of
trustees for cause by action of 2/3 of the remaining trustees, or with or
without cause, by vote of 2/3 of the outstanding shares of the Trust, at any
special meeting of shareholders.
QUORUM REQUIREMENTS. The Maryland Statute provides that the presence in
person or by proxy of the holders of record of a majority of the outstanding
shares of stock entitled to vote shall constitute a quorum, except as provided
otherwise by the charter or the 1940 Act. The Governing Documents require the
presence of 1/3 of the shares of stock of the corporation entitled to vote, in
person or by proxy, shall constitute a quorum, except that in instances where
applicable law requires approval by one or more classes of stock, the presence
of the holders of 1/3 of the shares of each such class shall constitute a
quorum. The By-laws of each New Series require a greater proportion of
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shareholders to constitute a quorum if necessitated by applicable law or the
charter. When a quorum is present, a majority of the shares entitled to vote, in
person or by proxy, shall decide any matter, unless a different vote is required
under applicable law or the Governing Documents. The By-laws of each New Series
also provide that a plurality of all votes cast at a meeting where a quorum is
present shall be sufficient for the election of a director.
The Massachusetts Statute does not contain a provision which defines a
quorum. However, the Massachusetts Declaration and By-laws require the presence,
in person or by proxy, of the holders of a majority of the outstanding shares of
each series in order to constitute a quorum, except as otherwise provided by
applicable laws or otherwise provided in the Massachusetts Declaration or
By-laws of the Trust.
SHAREHOLDERS' MEETINGS. Under the Maryland Statute, annual shareholders'
meetings of a registered investment company are not required if the charter or
bylaws of the company so provide; however, an annual meeting is required to be
held when the 1940 Act requires the election of directors by shareholders. The
Governing Documents of each New Series are consistent with the Maryland Statute.
There is no provision in the Massachusetts Statute relating to annual
shareholders' meetings, and neither the Massachusetts Declaration nor the
By-laws of the Trust require an annual shareholders' meeting.
With respect to special meetings of shareholders, the bylaws of each New
Series, pursuant to the Maryland Statute, provide that a special meeting may be
called by the president, or, in his absence, a vice president or a majority of
the members of the board of directors or upon the written request of the holders
of at least 10% of all shares issued and outstanding and entitled to vote at the
meeting. There is no comparable provision in the Massachusetts Statute relating
to special meetings of shareholders. The special meeting requirement under the
Massachusetts Declaration is similar to that described above for each New
Series, in that a special meeting of a series may be called by a majority of the
trustees or upon written request of shareholders holding in the aggregate at
least 10% of all outstanding shares of such Series.
ACTION WITHOUT A SHAREHOLDERS' MEETING. Under the Maryland Statute, any
action required to be approved at a meeting of the shareholders may also be
approved by the unanimous written consent of the shareholders entitled to vote
at such meeting.
There is no specific provision in the Massachusetts Statute relating to
shareholder action absent a meeting. Under the Massachusetts Declaration,
however, any action by shareholders that may be taken at a meeting also may be
taken by written action if a majority of the shareholders of each series
entitled to vote on the matter consent in writing and the consents are filed
with the records of shareholders' meetings.
RECORD DATE. The Maryland Statute requires that the record date for
determining which shareholders are entitled to notice of a meeting, to vote at a
meeting, or to certain other rights, such as the record date for the payment of
dividends, may be not more than 90 days and not less than 10 days before the
date on which the meeting or other action requiring determination will be taken.
The By-laws provide that for the purpose of determining shareholders entitled to
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notice of or to vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the board of directors of
the Corporation may provide that the share transfer books shall be closed for a
stated period by not to exceed, in any case, twenty days. If the share transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
share transfer books, the board of directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than ninety days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, the later of the
close of business on the date on which notice of the meeting is mailed or the
thirtieth day before the meeting shall be the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders. The
record date for determining shareholders entitled to receive payment of a
dividend or an allotment of any rights shall be the close of business on the day
on which the resolution of the board of directors declaring such dividend or
allotment of rights is adopted. But the payment or allotment may not be made
more than 60 days after the date on which the resolution is adopted. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made, such determination shall apply to any adjournment thereof.
There is no provision in the Massachusetts Statute regarding record dates
for shareholders entitled to notice of a meeting or to vote at a meeting. The
Massachusetts Declaration permits the trustees from time to time to close the
transfer books for a period not to exceed 30 days or to fix a record date for
making shareholder determinations, which shall not be more than 60 days from the
date of the meeting or other action requiring determination.
NOTICE OF MEETINGS. The Maryland Statute requires that notice of each
shareholders' meeting be given to each shareholder entitled to vote at the
meeting no more than 90 days and not less than 10 days before a meeting. The
By-laws of each New Series are consistent with this provision.
There is no shareholder meeting notice provision in the Massachusetts
Statute. Under the Massachusetts Declaration, notice of a shareholders' meeting
must be given to shareholders at least 10 days and not more than 60 days before
a meeting.
SHAREHOLDER RIGHTS TO INSPECTION. The Maryland Statute provides that
during usual business hours a shareholder may inspect and copy the following
corporate documents: By-laws; minutes of shareholders' meetings; annual
statements of affairs; and voting trust agreements. Moreover, one or more
persons who together are, and for at least six months have been, shareholders of
record of at least five percent of the outstanding stock of any class are
entitled to inspect and copy the corporation's books of account and stock ledger
and to review a statement of affairs and a list of shareholders.
5
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There is no provision in the Massachusetts Statute relating to the
inspection of trust records by the shareholders. The Massachusetts Declaration
permits inspection by shareholders to the extent permitted to shareholders of a
Massachusetts business corporation.
DIVIDENDS AND OTHER DISTRIBUTIONS. The Maryland Statute allows the payment
of a dividend or other distribution unless, after giving effect to the dividend
or other distribution, (1) the corporation would not be able to pay its debts as
they become due in the usual course of business or (2) the corporation's total
assets would be less than the corporation's total liabilities plus the amount
that would be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights upon dissolution are superior to those
receiving the distribution.
The Massachusetts Statute does not contain any statutory limitations on
the payment of dividends and other distributions. The Massachusetts Declaration
allows the trustees to declare and pay dividends within the board's discretion.
SHAREHOLDER/BENEFICIAL OWNER LIABILITY. As a general matter, the
shareholders of a Maryland corporation are not liable for the obligations of the
corporation. Under the Maryland Statute, a shareholder of a Maryland corporation
may, however, be liable in the amount of any distribution he or she accepts
knowing that the distribution was made in violation of the corporation's charter
or the Maryland Statute.
The Massachusetts Statute does not include an express provision relating
to the limitation of liability of the beneficial owners of a business trust. The
beneficial owners of a Massachusetts business trust potentially could be held
personally liable for obligations of the trust. The Massachusetts Declaration
provides, however, that no shareholder shall be subject to any personal
liability to any person in connection with Trust Property or the acts,
obligations or affairs of the Trust or any series thereof.
Therefore, the terms of the Massachusetts Declaration prohibit third
parties from holding a shareholder personally liable for any claim.
DIRECTOR/TRUSTEE LIABILITY. The standard of conduct for directors of a
Maryland corporation is governed by the Maryland Statute. A director of a
Maryland corporation is required to perform his or her duties in good faith, in
a manner that he or she reasonably believes to be in the best interests of the
corporation, and with the care that an ordinarily prudent person in a like
position would use under similar circumstances. To the extent that a director
performs his or her duties as required, he or she will be protected from
liability by reason of having been a director. Under the Maryland Statute, if it
is established that a director did not perform his or her duties as required by
the Maryland Statute, the director who votes or assents to a distribution made
in violation of the Maryland Statute or the charter may be personally liable to
the corporation for the amount of the distribution that exceeds what could have
been made pursuant to the Maryland Statute or the charter.
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The Governing Documents limit the liability of directors to the fullest
extent permitted by Maryland corporate law and the 1940 Act for acts or
omissions which occur while such individual serves as director.
The Massachusetts Statute does not include an express provision limiting
the liability of the trustees of a Massachusetts business trust. The trustees of
a Massachusetts business trust can potentially be held liable for obligations of
the trust. Under the Massachusetts Declaration, no trustee is subject to any
personal liability to any person, except where such liability of the trustee is
to the Trust, any shareholder, trustee, officer, employee or agent and such
liability arises from the bad faith, willful misfeasance, gross negligence or
reckless disregard of the trustee's duties.
INDEMNIFICATION. There is no provision in the Maryland Statute relating to
indemnification of shareholders. The Governing Documents do not contain
provisions relating to indemnification of shareholders. Generally shareholders
of a Maryland corporation are not liable for the obligations of the corporation.
The Maryland Statute permits indemnification of directors and officers.
Under the Maryland Statute, this right may be limited by the charter or bylaws.
The Governing Documents require indemnification of officers and directors to the
fullest extent permitted by Maryland law and the 1940 Act.
Under the Maryland Statute, indemnification is not permitted if it is
established that: (i) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; or (ii) the director received an
improper personal benefit in money, property, or services; or (iii) in the case
of a criminal proceeding, the director had reasonable cause to believe that the
act or omission was unlawful. Under the Maryland Statute, unless the charter
provides otherwise, indemnification against reasonable expenses incurred by a
director is required for a director who is successful, on the merits or
otherwise, in the defense of a proceeding to which he is made a party by reason
of his service in such capacity.
The Massachusetts Statute does not contain a specific provision addressing
the indemnification of shareholders. The Massachusetts Declaration does,
however, provide that if a shareholder is held personally liable by reason of a
claim or liability incurred by the Trust, the shareholder shall be held harmless
from and indemnified against all claims and liabilities incurred by the Trust
which the shareholder has become subject to and legal and other expenses
reasonably incurred in connection with any such claim or liability. The
shareholders are to be indemnified out of the assets of the particular series of
shares of which the shareholder is or was a shareholder.
The Massachusetts Statute does not contain a specific provision addressing
the indemnification of trustees and officers. Under the Massachusetts
Declaration, however, indemnification of trustees and officers is provided to
the fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by such trustee in connection with any claim,
action, suit or proceeding. Consistent with the provisions of the 1940 Act,
indemnification is specifically excluded under the Massachusetts Declaration by
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reason of a final adjudication of willful misfeasance, bad faith, gross
negligence or reckless disregard of the trustees' duties.
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APPENDIX D
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this _______ day of May, 1999, in Denver, Colorado,
by and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware
corporation, and INVESCO Treasurers' Series Funds, Inc., a Maryland Corporation
(the "Company").
W I T N E S S E T H :
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 series, each representing an interest in a separate
portfolio of investments (such series initially being the INVESCO Treasurers'
Money Market Reserve Fund and the INVESCO Treasurers' Tax-Exempt Reserve Fund
(individually, the "Fund" and collectively, the "Funds")); and
WHEREAS, the Company desires that the Adviser manage 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;
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(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 the Funds of the Comapny the
benefit of all of the investment analyses and research, the reviews of current
economic conditions and 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
(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 of the Funds' assets (the
Custodian") or such other source as designated by the Directors from time to
time.
With respect to execution of transactions for the Company and
for the Funds, 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 is directed at all times to
obtain for the Company and the Funds the most favorable execution and price;
after fulfilling this primary requirement 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 adjustment 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.
The Adviser shall for all purposes herein provided be deemed
to be an independent contractor.
2. ALLOCATION OF COSTS AND EXPENSES. The Adviser shall reimburse the
Company monthly for any salaries paid by the Company to officers, Directors, and
full time employees of the Company who also are officers, general partners or
employees of the Adviser or its affiliates. Except for such subaccounting,
recordkeeping, and administrative services which are to be provided by the
Adviser to the Company under a separate Administrative Services Agreement
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between the Fund and the Adviser which is 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 judgment 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.
Except to the extent expressly assumed by the Adviser herein and
except to the extent required by law to be paid by the Adviser, the Company
shall pay all costs and expenses in connection with the operations and
organization of the Company. Without limiting the generality of the foregoing,
such costs and expenses payable by the Company include the following:
(a) all brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Company and 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;
(b) the fees, charges and expenses of any independent public
accountants, custodian, depository, dividend disbursing agent, dividend
reinvestment agent, transfer agent, registrar, independent pricing services and
legal counsel for the Company or for any Fund;
(c) the interest on indebtedness, if any, incurred by the Company
or any Fund;
(d) 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;
(e) 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;
(f) the compensation and expenses of its Directors;
(g) 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;
(h) 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
3
<PAGE>
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;
(i) the expenses of repurchasing and redeeming shares of the
Company;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing certificates
representing shares of beneficial interest of the Company;
(l) extraordinary expenses, including fees and disbursements of
Company counsel, in connection with litigation by or against the Company or any
Fund;
(m) premiums for the fidelity bond maintained by the Company
pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder
(except for such premiums as may be allocated to the Adviser as an insured
thereunder);
(n) association and institute dues; and
(o) the expenses, if any, of distributing shares of the Company
paid by the Company pursuant to a Plan and Agreement of Distribution adopted
under Rule 12b-1 of the Investment Company Act of 1940.
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
the Funds' net asset value as described in the Company's Prospectus and/or
Statement of Additional Information. The advisory fee to the Adviser with
respect to INVESCO Treasurers' Money Market Reserve Fund and INVESCO Treasurers'
Tax-Exempt Reserve Fund shall be computed at the annual rate of 0.25% of each
Fund's average net assets.
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
4
<PAGE>
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 any Fund, neither the Adviser nor its officers or employees, will
act as a principal or agent for any party other than the Company or any 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
the Funds 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 the Funds of the Company or by
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.
In the event of the disapproval of this Agreement, or of the continuation
hereof, by the shareholders of a particular Fund (or by the Directors of the
Company as to a particular Fund), the parties intend that such disapproval shall
be effective only as to such Fund, and that such disapproval shall not affect
the validity or effectiveness of the approval of this Agreement, or of the
continuation hereof, by the shareholders of any other Fund (or by the Directors,
including a majority of the disinterested Directors) as to such other Fund; in
such case, this Agreement shall be deemed to have been validly approved or
continued, as the case may be, as to such other Fund.
This Agreement may, on 60 days' prior written notice, be terminated
without the payment of any penalty, by the Directors of the Company, or by the
vote of a majority of the outstanding voting securities of the Company or, with
respect to a particular Fund, by a majority of the outstanding voting securities
of that Fund, as the case may be, or by the Adviser. 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
5
<PAGE>
paragraph 6, the definitions contained in Section 2(a) of the 1940 Act and the
applicable rules under 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 on an annual basis 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
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 or any 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
Fund 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 unless approved by (1) the vote of a majority of
the Directors of the Company, including a majority of the Directors who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such amendment, and (2) the
vote of a majority of the outstanding voting securities of any Fund of the
Company affected by such amendment, and (2) the vote of a majority of the
outstanding voting securities of any Fund of the Company affected by such
amendment; 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) the Directors and (2) a majority of the Directors of the Company who are not
interested persons of the Adviser or the Company. In the event of the
6
<PAGE>
disapproval of an amendment of this Agreement by the shareholders of a
particular Fund (or by the Directors of the Company as to a particular Fund),
the parties intend that such disapproval shall be effective only as to such
Fund, and that such disapproval shall not affect the validity or effectiveness
of the approval of the amendment by the shareholders of any other Fund (or by
the Directors, including a majority of the disinterested Directors) as to such
other Fund; in such case, this Agreement shall be deemed to have been validly
amended as to such other Fund.
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.
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.
7
<PAGE>
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 TREASURER'S SERIES FUNDS, INC.
ATTEST:
By:
------------------
Mark H. Williamson
President
- ------------------
Glen A. Payne
Secretary
INVESCO FUNDS GROUP, INC.
By:
------------------
Ronald L. Grooms
Senior Vice President
ATTEST:
- ------------------
Glen A. Payne
Secretary
2
<PAGE>
[Name and Address]
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
INVESCO TREASURER'S SERIES TRUST
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
This proxy is being solicited on behalf of the Board of Trustees of
INVESCO Treasurer's Series Trust ("Trust") and relates to the proposals with
respect to the Trust and to INVESCO Treasurer's Tax-Exempt Reserve Fund, a
series of the Trust ("Fund"). The undersigned hereby appoints as proxies [ ] and
[ ], and each of them (with power of substitution), to vote all shares of common
stock of the undersigned in the Fund at the Special Meeting of Shareholders to
be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999, at the offices
of the Trust, 7800 E. Union Avenue, Denver, Colorado 80237, and any adjournment
thereof ("Meeting"), with all the power the undersigned would have if personally
present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Trust and the Fund with discretionary power
to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE DATE
AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
INVESCO TREASURER'S SERIES TRUST
VOTE ON TRUSTEES FOR WITHHOLD FOR
ALL ALL ALL
4. Election of the Company's Board EXCEPT To withhold
of Trustees: (1) Charles W. / / / / / / authority to
Brady; (2) Fred A. Deering; (3) vote for any
Mark H. Williamson; individual
(4) Dr. Victor L. Andrews; nominee(s), mark
(5) Bob R. Baker; (6) Lawrence "For All Except"
H. Budner; (7) Dr. Wendy Lee and write the
Gramm; (8) Kenneth T. King; nominee's number
(9) John W. McIntyre; and on the line
(10) Dr. Larry Soll. below.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. To approve an Agreement and / / / / / /
Plan of Conversion and Termination
providing for the conversion of INVESCO
Treasurer's Tax-Exempt Reserve Fund from
a series of INVESCO Treasurer's Series
Trust, a Massachusetts business trust,
into a separate series of INVESCO
Treasurers' Series Funds,
Inc., a Maryland corporation.
2. Approval of changes to the fundamental / / / / / /
investment policies.
/ /To vote against the proposed changes
to one or more of the specific
fundamental investment policies,
but to approve others, PLACE AN "X"
IN THE BOX AT left and indicate
BOX AT left and indicate the number(s)
(as set forth in the proxy statement)
of the investment policy or policies
you do not want to change on the line
below.
--------------------------------------
3. To approve the proposed Investment / / / / / /
Advisory Agreement with INVESCO Funds
Group, Inc.
5. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Company's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE DATE
AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
<PAGE>
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ------------------------ ------------------------
Signature Date
- ------------------------ ------------------------
Signature (Joint Owners) Date
<PAGE>
[Name and Address]
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S SERIES TRUST
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999
This proxy is being solicited on behalf of the Board of Trustees of
INVESCO Treasurer's Series Trust ("Trust") and relates to the proposals with
respect to the Trust and to INVESCO Treasurer's Money Market Reserve Fund, a
series of the Trust ("Fund"). The undersigned hereby appoints as proxies [ ] and
[ ], and each of them (with power of substitution), to vote all shares of common
stock of the undersigned in the Fund at the Special Meeting of Shareholders to
be held at 10:00 a.m., Mountain Standard Time, on May 20, 1999, at the offices
of the Trust, 7800 E. Union Avenue, Denver, Colorado 80237, and any adjournment
thereof ("Meeting"), with all the power the undersigned would have if personally
present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals relating to the Trust and the Fund with discretionary power
to vote upon such other business as may properly come before the Meeting.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE DATE
AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S SERIES TRUST
VOTE ON TRUSTEES FOR WITHHOLD FOR
ALL ALL ALL
4. Election of the Company's Board EXCEPT To withhold
of Trustees: (1) Charles W. / / / / / / authority to
Brady; (2) Fred A. Deering; (3) vote for any
Mark H. Williamson; individual
(4) Dr. Victor L. Andrews; nominee(s), mark
(5) Bob R. Baker; (6) Lawrence "For All Except"
H. Budner; (7) Dr. Wendy Lee and write the
Gramm; (8) Kenneth T. King; nominee's number
(9) John W. McIntyre; and on the line
(10) Dr. Larry Soll. below.
-----------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. To approve an Agreement and Plan of Conversion / / / / / /
and Termination providing for the conversion
of INVESCO Treasurer's Money Money Reserve
Fund from a series of INVESCO Treasurer's
Series Trust, a Massachusetts business trust,
into a separate series of INVESCO Treasurers'
Series Funds, Inc., a Maryland corporation.
2. Approval of changes to the fundamental investment / / / / / /
policies.
/ /To vote against the proposed changes to one or
more of the specific fundamental investment
policies, but to approve others, PLACE AN "X"
IN THE BOX AT left and indicate the number(s)
(as set forth in the proxy statement) of the
investment policy or policies you do not want
to change on the line below.
----------------------------------------------
3. To approve the proposed Investment Advisory / / / / / /
Agreement with INVESCO Funds Group, Inc.
5. Ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the Company's
Independent Public Accountants;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE DATE
AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-516-254-7564.
<PAGE>
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person
- ------------------------ ------------------------
Signature Date
- ------------------------ ------------------------
Signature (Joint Owners) Date
