AIM TREASURER'S SERIES TRUST
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM
Treasurer's Series Trust, a Delaware statutory trust (the "Trust") with respect
to its series of shares shown on the Appendix A attached hereto, as the same may
be amended from time to time, and A I M Advisors, Inc., a Delaware corporation
(the "Advisor").
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Trust's Agreement and Declaration of Trust (the "Declaration
of Trust") authorizes the Board of Trustees of the Trust (the "Board of
Trustees") to create separate series of shares of beneficial interest of the
Trust, and as of the date of this Agreement, the Board of Trustees has created
four separate series portfolios (such portfolios and a ny other portfolios
hereafter added to the Trust being referred to collectively herein as the
"Funds"); and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. ADVISORY SERVICES. The Advisor shall act as investment advisor for
the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.
2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
obligations under Section 1 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Funds, and whether concerning the individual issuers whose securities are
included in the assets of the Funds or the activities in which such
issuers engage, or with respect to securities which the Advisor considers
desirable for inclusion in the Funds' assets;
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(c) determine which issuers and securities shall be represented in
the Funds' investment portfolios and regularly report thereon to the Board
of Trustees;
(d) formulate and implement continuing programs for the purchases
and sales of the securities of such issuers and regularly report thereon
to the Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions which
appear to the Trust and the Funds necessary to carry into effect such
purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase and
sale of securities for the Funds.
3. SECURITIES LENDING DUTIES AND FEES. The Advisor agrees to provide the
following services in connection with the securities lending activities of each
Fund: (a) oversee participation in the securities lending program to ensure
compliance with all applicable regulatory and investment guidelines; (b) assist
the securities lending agent or principal (the "Agent") in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that
securities loans are effected in accordance with the Advisor's instructions and
with procedures adopted by the Board of Trustees; (d) prepare appropriate
periodic reports for, and seek appropriate approvals from, the Board of Trustees
with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.
As compensation for such services provided by the Advisor in connection
with securities lending activities of each Fund, a lending Fund shall pay the
Advisor a fee equal to 25% of the net monthly interest or fee income retained or
paid to the Fund from such activities.
4. DELEGATION OF RESPONSIBILITIES. The Advisor is authorized to delegate
any or all of its rights, duties and obligations under this Agreement to one or
more sub-advisors, and may enter into agreements with sub-advisors, and may
replace any such sub-advisors from time to time in its discretion, in accordance
with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as
such statutes, rules and regulations are amended from time to time or are
interpreted from time to time by the staff of the Securities and Exchange
Commission ("SEC"), and if applicable, exemptive orders or similar relief
granted by the SEC and upon receipt of approval of such sub-advisors by the
Board of Trustees and by shareholders (unless any such approval is not required
by such statutes, rules, regulations, interpretations, orders or similar
relief).
5. INDEPENDENT CONTRACTORS. The Advisor and any sub-advisors shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.
6. CONTROL BY BOARD OF TRUSTEES. Any investment program undertaken by
the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Trustees.
7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act
and any rules and regulations adopted thereunder;
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(b) the provisions of the registration statement of the Trust, as
the same may be amended from time to time under the Securities Act of 1933
and the 1940 Act;
(c) the provisions of the Declaration of Trust, as the same may be
amended from time to time;
(d) the provisions of the by-laws of the Trust, as the same may be
amended from time to time; and
(e) any other applicable provisions of state, federal or foreign
law.
8. BROKER-DEALER RELATIONSHIPS. The Advisor is responsible for decisions
to buy and sell securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates.
(a) The Advisor's primary consideration in effecting a security
transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration: the
best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a continuing
basis. Accordingly, the price to the Funds in any transaction may be less
favorable than that available from another broker-dealer if the difference
is reasonably justified by other aspects of the fund execution services
offered.
(c) Subject to such policies as the Board of Trustees may from time
to time determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Funds to pay a broker
or dealer that provides brokerage and research services to the Advisor an
amount of commission for effecting a fund investment transaction in excess
of the amount of commission another broker or dealer would have charged
for effecting that transaction, if the Advisor determines in good faith
that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Advisor's
overall responsibilities with respect to a particular Fund, other Funds of
the Trust, and to other clients of the Advisor as to which the Advisor
exercises investment discretion. The Advisor is further authorized to
allocate the orders placed by it on behalf of the Funds to such brokers
and dealers who also provide research or statistical material, or other
services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor shall
determine and the Advisor will report on said allocations regularly to the
Board of Trustees indicating the brokers to whom such allocations have
been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the Advisor
does not delegate trading responsibility to one or more sub-advisors, in
making decisions regarding broker-dealer relationships, the Advisor may
take into consideration the recommendations of any sub-advisor appointed
to provide investment research or advisory services in connection with the
Funds, and may take into consideration any research services provided to
such sub-advisor by broker-dealers.
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(e) Subject to the other provisions of this Section 8, the 1940 Act,
the Securities Exchange Act of 1934, and rules and regulations thereunder,
as such statutes, rules and regulations are amended from time to time or
are interpreted from time to time by the staff of the SEC, any exemptive
orders issued by the SEC, and any other applicable provisions of law, the
Advisor may select brokers or dealers with which it or the Funds are
affiliated.
9. COMPENSATION. The compensation that each Fund shall pay the Advisor
is set forth in Appendix B attached hereto.
10. ALLOCATION OF COSTS AND EXPENSES.
(a) The Advisor hereby agrees that it shall pay on behalf of the
Trust and the Funds all of the expenses incurred by the Trust and the
Funds, as applicable, in connection with their operations except for
such transfer agency, sub-accounting, recordkeeping, and
administrative services which are to be provided by the Advisor or an
affiliate of the Advisor under separate transfer agency and
administrative services agreements between the Fund and the Advisor
or affiliate, as applicable, which are or have been approved by the
Board of Trustees, including all of the independent trustees. At the
Trust's request the Advisor shall also furnish to the Trust, at the
expense of the Advisor, such competent executive, statistical,
administrative, internal accounting and clerical services as may be
required in the judgment of the Boards of Trustees. These services
will include, among other things, the maintenance (but not
preparation) of the Trust'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 SEC and Trust
shareholders. The Advisor also will furnish, at the Advisor's
expense, such office space, equipment and facilities as may be
reasonably requested by the Trust from time to time. Without limiting
the generality of the foregoing, such costs and expenses payable by
the Advisor include the following, unless the Board of Trustees
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 Trust or for any Fund;
(2) the taxes, including franchise, income, issue,
transfer, business license, and other corporate fees payable by
the Trust 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 Trust and of its shares
under laws administered by the SEC 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 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
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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
Certificate 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 expenses, including fees and disbursements of
counsel, in connection with litigation by or against the Trust
and any Fund; and
(10) premiums for the fidelity bond maintained by the Trust
pursuant to Section 17(g) of the 1940 Act and rules promulgated
thereunder.
Interest, taxes and extraordinary items such as litigation costs
are not deemed expenses for purposes of this paragraph and shall be
borne by the Trusts 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.
(b) Except to the extent required by law to be paid by the
Advisor, 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.
11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Trust understands that
the Advisor now acts, will continue to act and may act in the future as
investment manager or advisor to fiduciary and other managed accounts, and as
investment manager or advisor to other investment companies, including any
offshore entities, or accounts, and the Trust has no objection to the Advisor so
acting, provided that whenever the Trust and one or more other investment
companies or accounts managed or advised by the Advisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each company and account.
The Trust recognizes that in some cases this procedure may adversely affect the
size of the positions obtainable and the prices realized for the Funds.
12. NON-EXCLUSIVITY. The Trust understands that the persons employed by
the Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote their full time to such service and nothing contained
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in this Agreement shall be deemed to limit or restrict the right of the Advisor
or any affiliate of the Advisor to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. The Trust
further understands and agrees that officers or directors of the Advisor may
serve as officers or trustees of the Trust, and that officers or trustees of the
Trust may serve as officers or directors of the Advisor to the extent permitted
by law; and that the officers and directors of the Advisor are not prohibited
from engaging in any other business activity or from rendering services to any
other person, or from serving as partners, officers, directors or trustees of
any other firm or trust, including other investment advisory companies.
13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached hereto.
If so approved, this Agreement shall thereafter continue in force and effect
until June 30, 2004, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually:
(a) (i) by the Board of Trustees or (ii) by the vote of "a majority
of the outstanding voting securities" of such Fund (as defined in Section
2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of a party to this Agreement (other than as trustees of the Trust),
by votes cast in person at a meeting specifically called for such purpose.
14. TERMINATION. This Agreement may be terminated as to the Trust or as
to any one or more of the Funds at any time, without the payment of any penalty,
by vote of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the applicable Fund, or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.
15. AMENDMENT. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.
16. LIABILITY OF ADVISOR AND FUND. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Trust or to the
Funds or to any shareholder of the Funds for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security. Any liability of
the Advisor to one Fund shall not automatically impart liability on the part of
the Advisor to any other Fund. No Fund shall be liable for the obligations of
any other Fund.
17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Trust individually but are binding
only upon the assets and property of the Trust and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.
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18. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice. Until further notice to the other party, it is agreed
that the address of the Trust and that of the Advisor shall be 00 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisers Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisers Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the SEC issued pursuant to said Acts. In addition, where the effect of
a requirement of the 1940 Act or the Advisers Act reflected in any provision of
the Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
Subject to the foregoing, this Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Texas.
20. LICENSE AGREEMENT. The Trust shall have the non-exclusive right to
use the name "AIM" to designate any current or future series of shares only so
long as A I M Advisors, Inc. serves as investment manager or advisor to the
Trust with respect to such series of shares.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
AIM TREASURER'S SERIES TRUST
(a Delaware statutory trust)
Attest:
_______________________________ By:__________________________________
ASSISTANT SECRETARY PRESIDENT
(SEAL)
Attest: A I M ADVISORS, INC.
______________________________ By:__________________________________
ASSISTANT SECRETARY PRESIDENT
(SEAL)
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APPENDIX A
FUNDS AND EFFECTIVE DATES
EFFECTIVE DATE
NAME OF FUND OF ADVISORY AGREEMENT
------------ ---------------------
INVESCO Treasurer's Money Market Reserve Fund November 25, 2003
INVESCO Treasurer's Tax-Exempt Reserve Fund November 25, 0000
X-0
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
NET ASSETS ANNUAL RATE
---------- -----------
All Assets.................................................... 0.25%
B-1
