INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in Atlanta, Georgia,
by and between INVESCO CAPITAL MANAGEMENT, INC. ("INVESCO"), a Delaware
corporation, and INVESCO TREASURER'S SERIES TRUST, an unincorporated business
trust under the laws of the Commonwealth of Massachusetts (the "Trust").
WITNESSETH:
WHEREAS, the Trust is an unincorporated business trust under the laws of the
Commonwealth of Massachusetts; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), as a diversified, open-end management
investment company and has one class of shares (the "Shares") which 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); and
WHEREAS, the Trust desires that INVESCO manage its investment operations and
INVESCO 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. INVESCO hereby agrees to manage the
investment operations of the following Series of the Trust, subject to the
supervision of the Trust's trustees (the "Trustees"): INVESCO Treasurer's Money
Market Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund
(individually a "Fund" and collectively the "Funds"). Specifically, and without
limitation, INVESCO agrees to perform the following specific services for the
Trust and each Fund:
(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, by the Trust and by each Fund of the Trust;
(b) to maintain a continuous investment program for the Trust and each Fund
of the Trust, consistent with (i) the Fund's and Trust's investment policies
as set forth in the Trust's Declaration of Trust, By-laws, 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 Trust or of the applicable Fund, as from time
to time amended and in use under the Securities Act of 1933, as amended, and
(ii) the Trust'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 Trust
and for each Fund, unless otherwise directed by the Trustees of the Trust,
and to execute transactions accordingly;
(d) to provide to the Trust 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 INVESCO;
(e) to determine what portion of the Trust and each Fund of the Trust
should be invested in government obligations, commercial paper, certificates
of deposit, bankers' acceptances, variable amount notes and corporate debt
obligations;
(f) to make recommendations as to the manner in which voting rights, rights
to consent to Trust and/or Fund action and any other rights pertaining to the
Fund's portfolio securities shall be exercised; and
(g) to calculate the net asset value of the Trust 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 Trust's Trustees, based upon the
information provided to INVESCO by the Trust or by the custodian,
co-custodian or sub-custodian of the Trust's or any Fund's assets (the
"Custodian") as designated by the Trustees from time to time.
With respect to execution of transactions for the Trust and for each Fund,
INVESCO shall place all orders for the purchase or sale of portfolio securities
with brokers or dealers selected by INVESCO. In connection with the selection of
such brokers or dealers and the placing of such orders, INVESCO will be at all
times attempt to obtain for the Trust 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, INVESCO 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 INVESCO. Receipt by INVESCO 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 3 hereof. INVESCO may follow a policy of considering sales of shares
of the Trust as a factor in the selection of broker-dealers to execute portfolio
transactions, subject to the requirements of best execution discussed above.
At the Trust's request, INVESCO will furnish to the Trust, at the expense of
INVESCO, such competent executive, administrative and clerical services as may
be required in the judgment of the Trustees of the Trust. These services will
include, among other things, the maintenance of the Trust'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 Trust shareholders. INVESCO will also furnish, at INVESCO's
expense, such office space, equipment and facilities as may be reasonably
requested by the Trust from time to time.
INVESCO shall for all purposes herein provided be deemed to be an independent
contractor.
2. Allocation of Costs and Expenses.
(a) INVESCO hereby agrees that it shall pay on behalf of the Trust and the
INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's
Tax-Exempt Reserve Fund (i) all of the expenses incurred by the Trust and
INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's
Tax-Exempt Reserve Fund, as applicable, in connection with their operations.
Without limiting the generality of the foregoing, such costs and expenses
payable by INVESCO include the following:
(1) 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 Trust or for INVESCO Treasurer's Money Market Reserve Fund
and the INVESCO Treasurer's Tax-Exempt Reserve Fund;
(2) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Trust or INVESCO Treasurer's
Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund
to federal, state, county, city, or other governmental agents;
(3) the fees and expenses involved in maintaining the registration and
qualification of the Trust 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 the Trustees, officers and employees
of the Trust;
(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 Trust's
shareholders, as well as all expenses of shareholders' meetings and Trustees'
meetings;
(6) all costs, fees or other expenses arising in connection with the
organization and filing of the Trust's Declaration of Trust 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 Trust's operations by any other Federal or State authority;
(7) the expenses of repurchasing and redeeming shares of the Trust;
(8) insurance premiums;
(9) the costs of designing, printing, and issuing certificates representing
shares of beneficial interests of the Trust;
(10) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Trust or INVESCO Treasurer's
Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve
Fund; and
(11) premiums for the fidelity bond maintained by the Trust 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 INVESCO, the Trust
shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Trust or any Fund in connection with securities
transactions to which the Trust or any Fund is a party or in connection with
securities owned by the Trust or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Trust or any Fund
3. Compensation of INVESCO. For the services to be rendered and the charges
and expenses to be assumed by INVESCO hereunder, the Trust shall pay to INVESCO
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 Trust, as determined by valuations made in
accordance with the Trust's procedures for calculating each Fund's net asset
value. 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.
If, in any given year, the sum of a particular Fund's expenses exceeds the sum
of (i) two percent (2%) of the value of such Fund's average net assets for such
year up to $10,000,000, (ii) one and one-half percent (1.5%) of the next
$20,000,000 in such average net assets, and (iii) one percent (1%) of any such
average net assets in excess of $30,000,000, INVESCO will be required to
reimburse such Fund for such excess expenses promptly. Interest, taxes and
extraordinary items such as litigation costs are not deemed expenses for
purposes of this paragraph. 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.
4. Avoidance of Inconsistent Positions and Compliance with Laws. In connection
with purchases or sales of securities for the investment portfolio of the Trust
or of any of the Funds, except as otherwise permitted by Section 6 of this
Agreement, neither INVESCO nor its General Partner, officers or employees will
act as a principal or agent for any party other than the Trust or applicable
Fund or receive any commissions. INVESCO 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.
5. 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 Trust, 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
Trust or by a majority of the Trustees of the Trust, and (ii) by a majority of
the Trustees of the Trust who are not interested persons of INVESCO or the Trust
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 Trustees of the Trust on behalf of either of
the Funds, or by the vote of a majority of the outstanding voting securities of
the Trust or of the applicable Fund (if only one Fund is terminating this
Agreement), as the case may be, or by INVESCO. 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 Trust 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 5,
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.
INVESCO agrees to furnish to the Trustees of the Trust such information as may
reasonably be necessary to evaluate the terms of this Agreement.
Termination of this Agreement shall not affect the right of INVESCO to receive
payments on any unpaid balance of the compensation described in paragraph 3
earned prior to such termination.
6. Non-Exclusive Services. INVESCO 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
Trust or any Fund of the Trust. INVESCO 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 Trust or any Fund in order to obtain
best execution and lower brokerage commissions. In such event, INVESCO 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 Trust, any applicable Fund and INVESCO's
other customers.
7. Liability. INVESCO shall have no liability to the Trust or any Fund or to
the Trust'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 Trust or any applicable
Funds not involving willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder.
8. 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 Trust and INVESCO, 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 Trustees
and (2) a majority of the Trustees of the Trust who are not interested persons
of INVESCO or the Trust.
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.
Application of Georgia Law. This Agreement and the application and
interpretation hereof shall be governed exclusively by the laws of the State of
Georgia.
9. Trustee and Shareholder Liability.
INVESCO EXPRESSLY AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, OR IN LAW, THAT IT WILL LOOK SOLELY TO THE ASSETS OF THE TRUST FOR ANY
OBLIGATIONS OF THE TRUST HEREUNDER AND NOTHING HEREIN SHALL BE CONSTRUED TO
CREATE ANY PERSONAL LIABILITY OF ANY TRUSTEE OR ANY SHAREHOLDER OF THE TRUST.
INVESCO EXPRESSLY ACKNOWLEDGES THAT THE DECLARATION OF TRUST ESTABLISHING THE
INVESCO TREASURER'S SERIES TRUST, DATED AS OF JANUARY 27, 1988, A COPY OF WHICH,
TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS ON FILE IN THE
OFFICE OF THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE
NAME INVESCO TREASURER'S SERIES TRUST REFERS TO THE TRUSTEES UNDER THE
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT AS INDIVIDUALS OR PERSONALLY; AND
NO TRUSTEE, SHAREHOLDER, OFFICER, EMPLOYEE OR AGENT OF INVESCO TREASURER'S
SERIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, NOR SHALL RESORT BE HAD TO
THEIR PRIVATE PROPERTY FOR THE SATISFACTION OF ANY OBLIGATION OR CLAIM OR
OTHERWISE, IN CONNECTION WITH THE AFFAIRS OF SAID INVESCO TREASURER'S SERIES
TRUST, BUT THE "TRUST PROPERTY" (AS DEFINED IN THE DECLARATION) ONLY SHALL BE
LIABLE.
IN WITNESS WHEREOF, INVESCO and the Trust 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 CAPITAL MANAGEMENT,
INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxx
----------------------------
Asst. Secretary
INVESCO TREASURER'S SERIES TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
President
ATTEST:
/s/ Xxxxxxxxx Xxxxx
----------------------------
Asst. Secretary
