INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 1st day of June, 1999, in Denver, Colorado, by
and between INVESCO FUNDS GROUP, INC. ("Adviser"), a Delaware corporation, and
INVESCO TREASURER'S SERIES FUNDS, INC., a Maryland corporation (the "Company").
WITNESSETH:
WHEREAS, the Company is a corporation organized under the laws of the State
of Maryland; and
WHEREAS, the "Company" is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company and has one class of shares (the "Shares") which
is divided into two or more series (the "Series"), each representing an interest
in a separate portfolio of investments (such series initially being the INVESCO
Treasurer's Money Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve
Fund)(individually, the "Fund" and collectively, the "Funds"); and
WHEREAS, the Company desires that the Adviser manages its investment
operations and the Adviser desires to manage said operations;
NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. INVESTMENT MANAGEMENT SERVICES. The Adviser hereby agrees to manage the
investment operations of the Company and its Funds, subject to the terms of this
Agreement and to the supervision of the Company's directors (the "Directors").
The Adviser agrees to perform, or arrange for the performance of, the following
specific services for the Company:
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, of the Company and the Funds of the Company;
(b) to maintain a continuous investment program for the Company and each
Fund of the Company, consistent with (i) the Company's and each Fund's
investment policies as set forth in the Company's Registration Statement, as
from time to time amended, under the Investment Company Act of 1940, as
amended (the "1940 Act"), and in any prospectus and/or statement of
additional information of the Company or any Fund of the Company, as from
time to time amended and in use under the Securities Act of 1933, as
amended, and (ii) the Company's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Company and its Funds, unless otherwise directed by the Directors of the
Company, and to execute transactions accordingly;
(d) to provide to the Company and each Fund the benefit of all of the
investment analyses and research, the reviews of current economic conditions
and of trends, and the consideration of long-range investment policy now or
hereafter generally available to investment advisory customers of the
Adviser;
(e) to determine what portion of the Company and each Fund of the Company
should be invested in the various types of securities authorized for
purchase by the Company;
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Company and/or Fund action and any other rights
pertaining to the Company's portfolio securities shall be exercised; and
(g) to calculate the net asset value of the Company and each Fund, as
applicable, as required by the 1940 Act, subject to such procedures as may
be established from time to time by the Company's Directors, based upon the
information provided to the Adviser by the Company or by the custodian,
co-custodian or sub-custodian of the Company's or any Fund's assets (the
"Custodian") as designated by the Directors from time to time.
With respect to execution of transactions for the Company and for each Fund,
the Adviser shall place, or arrange for the placement of, all orders for the
purchase or sale of portfolio securities with brokers or dealers selected by the
Adviser. In connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser will at all times attempt to obtain for the
Company and for each Fund, as applicable, the most favorable execution and
price; after fulfilling this primary consideration of obtaining the most
favorable execution and price, the Adviser is hereby expressly authorized to
consider as a secondary factor in selecting brokers or dealers with which such
orders may be placed whether such firms furnish statistical, research and other
information or services to the Adviser. Receipt by the Adviser of any such
statistical or other information and services should not be deemed to give rise
to any requirement for abatement of the advisory fee payable pursuant to
paragraph 4 hereof. The Adviser may follow a policy of considering sales of
shares of the Company as a factor in the selection of broker-dealers to execute
portfolio transactions, subject to the requirements of best execution discussed
above.
At the Company's request, the Adviser will furnish to the Company, at the
expense of the Adviser, such competent executive, administrative and clerical
services as may be required in the judgment of the Directors of the Company.
These services will include, among other things, the maintenance of the
Company's and Funds', as applicable, accounts and records, and the preparation
of all requisite corporate documents such as tax returns and reports to the
Securities and Exchange Commission and Company shareholders. The Adviser will
also furnish, at the Adviser's expense, such office space, equipment and
facilities as may be reasonably requested by the Company from time to time.
The Adviser shall for all purposes herein provided be deemed to be an
independent contractor.
2. ALLOCATION OF COSTS AND EXPENSES.
(a) The Adviser hereby agrees that it shall pay on behalf of the Company and
the Funds of the Company all of the expenses incurred by the Company and the
Funds, as applicable, in connection with their operations except for such
transfer agency, subaccounting, recordkeeping, and administrative services which
are to be provided by the Adviser to the Company under separate Transfer Agent
and Administrative Services Agreements between the Fund and the Adviser which
are or have been approved by the Company's Board of Directors, including all of
the independent Directors. At the Company's request the Adviser shall also
furnish to the Company, at the expense of the Adviser, such competent executive,
statistical, administrative, internal accounting and clerical services as may be
required in the judgement of the Directors of the Company. These services will
include, among other things, the maintenance (but not preparation) of the
Company's accounts and records, and the preparation (apart from legal and
accounting costs) of all requisite corporate documents such as tax returns and
reports to the Securities and Exchange Commission and Company shareholders. The
Adviser also will furnish, at the Adviser's expense, such office space,
equipment and facilities as may be reasonably requested by the Company from time
to time. Without limiting the generality of the foregoing, such costs and
expenses payable by the Adviser include the following, unless the Company's
Board of Directors approves any of the following costs and expenses being paid
directly by the Funds:
(1) the fees, charges and expenses of any independent public accountants,
custodian, depository, dividend disbursing agent, dividend reinvestment
agent, independent pricing services and legal counsel for the Company or for
any Fund;
(2) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Company or any Fund to
federal, state, county, city, or other governmental agents;
(3) the fees and expenses involved in maintaining the registration and
qualification of the Company and of its shares under laws administered by
the Securities and Exchange Commission or under other applicable regulatory
requirements, including the preparation and printing of prospectuses and
statements of additional information;
(4) the compensation and expenses of its Directors;
(5) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Company's shareholders, as well as all expenses of shareholders' meetings
and Directors' meetings;
(6) all costs, fees or other expenses arising in connection with the
organization and filing of the Company's Articles of Incorporation including
its initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any State and the
approval of the Company's operations by any other Federal or State
authority;
(7) the expenses of repurchasing and redeeming shares of the Company;
(8) insurance premiums;
(9) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Company and any Fund; and
(10) premiums for the fidelity bond maintained by the Company pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder.
(b) Except to the extent required by law to be paid by the Adviser, the
Company shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Company or any Fund in connection with securities
transactions to which the Company or any Fund is a party or in connection
with securities owned by the Company or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Company or any
Fund.
3. USE OF AFFILIATED COMPANIES. In connection with the rendering of the
services required to be provided by the Adviser under this Agreement, the
Adviser may, to the extent it deems appropriate and subject to compliance
with the requirements of applicable laws and regulations, and upon receipt
of written approval of the Company, make use of its affiliated companies and
their employees, provided that the Adviser shall supervise and remain fully
responsible for all such services in accordance with and to the extent
provided by this Agreement and that all costs and expenses associated with
the providing of services by any such companies or employees and required by
this Agreement to be borne by the Adviser shall be borne by the Adviser or
its affiliated companies.
4. COMPENSATION OF THE ADVISER. For the services to be rendered and the
charges and expenses to be assumed by the Adviser hereunder, the Company shall
pay to the Adviser an advisory fee which will be computed on a daily basis and
paid as of the last day of each month, using for each daily calculation the most
recently determined net asset value of each Fund of the Company, as determined
by valuations made in accordance with the Company's procedure for calculating
each Fund's net asset value, as described in the Company's prospectus and/or
statement of additional information. On an annual basis, the advisory fee
applicable to each of the Funds shall be as follows:
(a) INVESCO Treasurer's Money Market Reserve Fund: 0.25% of the average
net asset value of such Fund; and
(b) INVESCO Treasurer's Tax-Exempt Reserve Fund: 0.25% of the average net
asset value of such Fund.
During any period when the determination of the Funds' net asset value is
suspended by the Directors of the Company, the net asset value of a share of the
Funds as of the last business day prior to such suspension shall, for the
purpose of this Paragraph 4, be deemed to be the net asset value at the close of
each succeeding business day until it is again determined. However, no such fee
shall be paid to the Adviser with respect to any assets of the Company or any
Fund thereof which may be invested in any other investment company for which the
Adviser serves as investment adviser. The fee provided for hereunder shall be
prorated in any month in which this Agreement is not in effect for the entire
month.
Interest, taxes and extraordinary items such as litigation costs are not
deemed expenses for purposes of this paragraph and shall be borne by the Company
or such Fund in any event. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and shall not be deemed
to be expenses for purposes of this paragraph.
5. AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH LAWS. In
connection with purchases or sales of securities for the investment portfolio of
the Company or of any of the Funds, except as permitted by section 7 of this
agreement, neither the Adviser nor its officers or employees will act as a
principal or agent for any party other than the Company or applicable Fund or
receive any commissions. The Adviser will comply with all applicable laws in
acting hereunder including, without limitation, the 1940 Act; the Investment
Advisers Act of 1940, as amended, and all rules and regulations duly promulgated
under the foregoing.
6. DURATION AND TERMINATION. This Agreement shall become effective as of the
date it is approved by a majority of the outstanding voting securities of each
applicable Fund of the Company, and unless sooner terminated as hereinafter
provided, shall remain in force for an initial term of two years from the date
of execution and from year to year thereafter, but only as long as such
continuance is specifically approved at least annually (i) by a vote of a
majority of the outstanding voting securities of each applicable Fund of the
Company or by a majority of the Directors of the Company, and (ii) by a majority
of the Directors of the Company who are not interested persons of the Adviser or
the Company by votes cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Directors of the Company on behalf of either
of the Funds, or by the vote of a majority of the outstanding voting securities
of the Company or of the applicable Fund (if only one Fund is terminating this
Agreement), as the case may be, or by the Adviser. This Agreement shall
immediately terminate if it is not approved by a vote of a majority of the
outstanding voting securities of each applicable Fund of the Company at the
first meeting of the shareholders of the Funds. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the terms
and provisions of said order. In interpreting the provisions of this paragraph
6, the definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person", "assignment" and "vote of a majority of the
outstanding voting securities") shall be applied.
The Adviser agrees to furnish to the Directors of the Company such
information as may reasonably be necessary to evaluate the terms of this
Agreement.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in
paragraph 4 earned prior to such termination.
7. NON-EXCLUSIVE SERVICES. The Adviser shall, during the term of this
Agreement, be entitled to render investment advisory services to others,
including, without limitation, other investment companies with similar
objectives to those of the Company or any Fund of the Company. The Adviser may,
when it deems such to be advisable, aggregate orders for its other customers
together with any securities of the same type to be sold or purchased for the
Company or any Fund in order to obtain best execution and lower brokerage
commissions. In such event, the Adviser shall allocate the shares so purchased
or sold, as well as the expenses incurred in the transaction, in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the Company, any applicable Fund and the Adviser's other customers.
8. LIABILITY. The Adviser Shall have no liability to the Company or any Fund
or to the Company's shareholders or creditors, for any error of judgment,
mistake of law, or for any loss arising out of any investment, nor for any other
act or omission, in the performance of its obligations to the Company or any
applicable Funds not involving willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties hereunder.
9. MISCELLANEOUS PROVISIONS.
NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
AMENDMENTS HEREOF. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the Company and the Adviser, and no material amendment of this Agreement shall
be effective until approved by the vote of a majority of the outstanding voting
securities of any Fund as to which such amendment is applicable; provided,
however, that this paragraph shall not prevent any immaterial amendment(s) to
this Agreement, which amendment(s) may be made without shareholder approval, if
such amendment(s) are made with the approval of (1) a majority of the Directors
and (2) a majority of the Directors of the Company who are not interested
persons of the Adviser or the Company.
SEVERABILITY. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or invalidity shall
not affect the validity or enforceability of the remainder of this Agreement.
HEADINGS. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.
APPLICABLE LAW. This Agreement shall be construed in accordance with the
laws of the State of Colorado and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.
IN WITNESS WHEREOF, the Adviser and the Company each has caused this
Agreement to be duly executed on its behalf by an officer thereunto duly
authorized, the day and year first above written.
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
Secretary
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxx
President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx
Secretary
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