DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 15th day of May, 1997, between INVESCO
TREASURER'S SERIES TRUST, a Massachusetts business trust (the "Trust"), and
INVESCO FUNDS GROUP, INC., a Georgia corporation (the "Underwriter").
W I T N E S S E T H:
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 currently has one class of shares (the "Shares") which is
divided into four series, and which may be divided into additional series (the
"Series"), each representing an interest in a separate portfolio of investments,
and it is in the interest of the Trust to offer the Shares for sale
continuously; and
WHEREAS, the Underwriter is engaged in the business of selling shares of
investment companies either directly to investors or through other securities
dealers; and
WHEREAS, the Trust and the Underwriter wish to enter into an agreement with
each other with respect to the continuous offering of the Shares of each Series
in order to promote growth of the Trust and facilitate the distribution of the
Shares;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints the Underwriter its agent for the
distribution of Shares of each Series in jurisdictions wherein such
Shares legally may be offered for sale; provided, however, that the
Trust in its absolute discretion may (a) issue or sell Shares of each
Series directly to purchasers, or (b) issue or sell Shares of a
particular Series to the shareholders of any other Series or to the
shareholders of any other investment company, for which the
Underwriter or any affiliate thereof shall act as exclusive
distributor, who wish to exchange all or a portion of their investment
in Shares of such Series or in shares of such other investment company
for the Shares of a particular Series. Notwithstanding any other
provision hereof, the Trust may terminate, suspend or withdraw the
offering of Shares whenever, in its sole discretion, it deems such
action to be desirable. The Trust reserves the right to reject any
subscription in whole or in part for any reason.
2. The Underwriter hereby agrees to serve as agent for the distribution
of the Shares and agrees that it will use its best efforts with
reasonable promptness to sell such part of the authorized Shares
remaining unissued as from time to time shall be effectively
registered under the Securities Act of 1933, as amended (the "1933
Act"), at such prices and on such terms as hereinafter set forth, all
subject to applicable federal and state securities laws and
regulations. Nothing herein shall be construed to prohibit the
Underwriter from engaging in other related or unrelated businesses.
3. In addition to serving as the Trust's agent in the distribution of the
Shares, the Underwriter shall also provide to the holders of the
Shares certain maintenance, support or similar services ("Shareholder
Services"). Such services shall include, without limitation, answering
routine shareholder inquiries regarding the Trust, assisting
shareholders in considering whether to change dividend options and
helping to effectuate such changes, arranging for bank wires, and
providing such other services as the Trust may reasonably request from
time to time. It is expressly understood that the Underwriter or the
Trust may enter into one or more agreements with third parties
pursuant to which such third parties may provide the Shareholder
Services provided for in this paragraph.
4. Except as otherwise specifically provided for in this Agreement, the
Underwriter shall sell the Shares directly to purchasers, or through
qualified broker-dealers or others, in such manner, not inconsistent
with the provisions hereof and the then effective Registration
Statement of the Trust under the 1933 Act (the "Registration
Statement") and related Prospectus (the "Prospectus") and Statement of
Additional Information ("SAI") of the Trust as the Underwriter may
determine from time to time; provided that no broker-dealer or other
person shall be appointed or authorized to act as agent of the Trust
without the prior consent of the Trustees of the Trust (the
"Trustees"). The Underwriter will require each broker-dealer to
conform to the provisions hereof and of the Registration Statement
(and related Prospectus and SAI) at the time in effect under the 1933
Act with respect to the public offering price of the Shares of any
Series. The Trust will have no obligation to pay any commissions or
other remuneration to such broker-dealers.
5. The Shares of each Series offered for sale or sold by the Underwriter
shall be offered or sold at the net asset value per share determined
in accordance with the then current Prospectus and/or SAI relating to
the sale of the Shares of the appropriate Series except as departure
from such prices shall be permitted by the then current Prospectus
and/or SAI of the Trust, in accordance with applicable rules and
regulations of the Securities and Exchange Commission. Except as may
be otherwise disclosed in a then current Prospectus or SAI applicable
to a particular Series, the Trust shall receive all of the proceeds
resulting from the sale of the Shares of each Series.
6. Except as may be otherwise agreed to by the Trust, the Underwriter
shall be responsible for issuing and delivering such confirmations of
sales made by it pursuant to this Agreement as may be required;
provided, however, that the Underwriter or the Trust may utilize the
services of other persons or entities believed by it to be competent
to perform such functions. Shares shall be registered on the transfer
books of the Trust in such names and denominations as the Underwriter
may specify.
7. The Trust will execute any and all documents and furnish any and all
information which may be reasonably necessary in connection with the
qualification of the Shares for sale (including the qualification of
the Trust as a broker-dealer where necessary or advisable) in such
states as the Underwriter may reasonably request (it being understood
that the Trust shall not be required without its consent to comply
with any requirement which in the opinion of the Trustees of the Trust
is unduly burdensome). The Underwriter, at its own expense, will
effect all qualifications of itself as broker or dealer, or otherwise,
under all applicable state or Federal laws required in order that the
Shares may be sold in such states or jurisdictions as the Trust may
reasonably request.
8. The Trust shall prepare and furnish to the Underwriter from time to
time the most recent form of the Prospectus and/or SAI of the Trust
and/or of each Series of the Trust. The Trust authorizes the
Underwriter to use the Prospectus and/or SAI, in the forms furnished
to the Underwriter from time to time, in connection with the sale of
the Shares of the Trust and/or of each Series of the Trust.
The Trust will furnish to the Underwriter from time to
time such information with respect to the Trust, each Series, and
the Shares as the Underwriter may reasonably request for use in
connection with the sale of the Shares. The Underwriter agrees
that it will not use or distribute or authorize the use,
distribution or dissemination by broker-dealers or others in
connection with the sale of the Shares any statements, other than
those contained in a then current Prospectus and/or SAI of the
Trust or applicable Series, except such supplemental literature or
advertising as shall be lawful under Federal and state securities
laws and regulations, and that it will promptly furnish the
Trust with copies of all such material.
9. The Underwriter will not make, or authorize any broker-dealers or
others to make any short sales of the Shares of the Trust or otherwise
make any sales of the Shares unless such sales are made in accordance
with a then current Prospectus and/or SAI relating to the sale of the
applicable Shares.
10. The Underwriter, as agent of and for the account of the Trust, may
cause the redemption or repurchase of the Shares at such prices and
upon such terms and conditions as shall be specified in a then current
Prospectus and/or SAI. In selling, redeeming or repurchasing the
Shares for the account of the Trust, the Underwriter will in all
respects conform to the requirements of all state and federal laws and
the Rules of Fair Practice of the National Association of Securities
Dealers, Inc., relating to such sale, redemption or repurchase, as the
case may be. The Underwriter will observe and be bound by all the
provisions of the Declaration of Trust or Bylaws of the Trust and of
any provisions in the Registration Statement, Prospectus and SAI, as
such may be amended or supplemented from time to time, notice of which
shall have been given to the Underwriter, which at the time in any way
require, limit, restrict or prohibit or otherwise regulate any action
on the part of the Underwriter.
11. (a) The Trust shall indemnify, defend and hold harmless the
Underwriter, its officers and directors and any person who controls
the Underwriter within the meaning of the 1933 Act, from and against
any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities
and any attorney fees incurred in connection therewith) which the
Underwriter, its officers and directors or any such control-
ling person, may incur under the federal securities laws, the
common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in the
Registration Statement or any related Prospectus and/or SAI or
arising out of or based upon any alleged omission to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading.
Notwithstanding the foregoing, this indemnity agreement, to the
extent that it might require indemnity of the Underwriter or any
person who is an officer, director or controlling person of the
Underwriter, shall not inure to the benefit of the Underwriter
or officer, director or controlling person thereof unless a court
of competent jurisdiction shall determine, or it shall have been
determined by controlling precedent, that such result would not
be against public policy as expressed in the federal securities
laws and in no event shall anything contained herein be so
construed as to protect the Underwriter against any liability
to the Trust, the Trustees or the Trust's shareholders to which
the Underwriter would otherwise be subject by reason of will-
ful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
This indemnity agreement is expressly conditioned upon the Trust's
being notified of any action brought against the Underwriter,
its officers or directors or any such controlling person,
which notification shall be given by letter or by telegram addres-
sed to the Trust at its principal address in Atlanta, Georgia
and sent to the Trust by the person against whom such action is
brought within ten(10) days after the summons or other first legal
process shall have been served upon the Underwriter, its officers
or directors or any such controlling person. The failure to notify
the Trust of any such action shall not relieve the Trust from any
liability which it may have to
the person against whom such action is brought by reason of any
such alleged untrue statement or omission otherwise than on account
of the indemnity agreement contained in this paragraph. The Trust
shall be entitled to assume the defense of any suit brought to
enforce such claim, demand, or liability, but in such case the
defense shall be conducted by counsel chosen by the Trust and
approved by the Underwriter, which approval shall not be
unreasonably withheld. If the Trust elects to assume the defense of
any such suit and retain counsel approved by the Underwriter, the
defendant or defendants in such suit shall bear the fees and
expenses of an additional counsel obtained by any of them. Should
the Trust elect not to assume the defense of any such suit, or
should the Underwriter not approve of counsel chosen by the Trust,
the Trust will reimburse the Underwriter, its officers and
directors or the controlling person or persons named as defendant or
defendants in such suit, for the reasonable fees and expenses of any
counsel retained by the Underwriter or them. In addition, the
Underwriter shall have the right to employ counsel to represent it,
its officers and directors and any such controlling person who may be
subject to liability arising out of any claim in respect of which
indemnity may be sought by the Underwriter against the Trust hereunder
if in the reasonable judgment of the Underwriter it is advisable for
the Underwriter, its officers and directors or such controlling person
to be represented by separate counsel, in which event the reasonable
fees and expenses of such separate counsel shall be borne by the
Trust. This indemnity agreement and the Trust's representations and
warranties in this Agreement shall remain operative and in full force
and effect and shall survive the delivery of any of the Shares as
provided in this Agreement. This indemnity agreement shall inure
exclusively to the benefit of the Underwriter and its successors, the
Underwriter's officers and directors and their respective estates and
any such controlling person and their successors and estates. The
Trust shall promptly notify the Underwriter of the commencement of any
litigation or proceeding against it in connection with the issue and
sale of the Shares.
The Underwriter specifically agrees that, notwithstanding anyting to
the contrary herein, it shall look solely to the assets of the Trust
for any and all indemnification and that nothing shall be construed to
create any personal liability of any Trustee or shareholder of the
Trust. The Underwriter expressly acknowledges that the Declaration of
Trust establishing the INVESCO Treasurer's Series Trust, dated 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.
(b) The Underwriter agrees to indemnify, defend and hold harmless the
Trust, its Trustees and any person who controls the Trust within the
meaning of the 1933 Act, from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any attorney fees
incurred in connection therewith) which the Trust, its Trustees or any
such controlling person may incur under the Federal securities laws,
the common law or otherwise, but only to the extent that such
liability or expense incurred by the Trust, its Trustees or such
controlling person resulting from such claims or demands shall arise
out of or be based upon (a) any alleged untrue statement of a material
fact contained in information furnished in writing by the Underwriter
to the Trust specifically for use in the Registration Statement or any
related Prospectus and/or SAI or shall arise out of or be based upon
any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement or the
related Prospectus and/or SAI or necessary to make such informa-
tion not misleading and (b) any alleged act or omission
on the Underwriter's part as the Trust's agent that has not been
expressly authorized by the Trust in writing.
Notwithstanding the foregoing, this indemnity agreement, to the
extent that it might require indemnity of the Trust or any
Trustee or controlling person of the Trust, shall not inure to
the benefit of the Trust or Trustee or controlling person thereof
unless a court of competent jurisdiction shall determine, or it
shall have been determined by controlling precedent, that such
result would not be against public policy as expressed in the
federal securities laws and in no event shall anything contained
herein be so construed as to protect any Trustee of the Trust
against any liability to the Trust or the Trust's shareholders to
which the Trustee would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence or reckless
disregard of the duties involved in the conduct of his office.
This indemnity agreement is expressly conditioned upon the
Underwriter's being notified of any action brought against the
Trust, its Trustees or any such controlling person, which notifi-
cation shall be given by letter or telegram addressed to the
Underwriter at its principal office in Atlanta, Georgia, and sent
to the Underwriter by the person against whom such action is
brought, within ten (10) days after the summons or other first
legal process shall have been served upon the Trust, its Trustees
or any such controlling person. The failure to notify the
Underwriter of any such action shall not relieve the Under-
writer from any liability which it may have to the Trust, its
Trustees or such controlling person by reason of any such alleged
misstatement or omission on the Underwriter's part otherwise
than on account of the indemnity agreement contained in this
paragraph. The Underwriter shall be entitled to assume the
defense of any suit brought to enforce such claim, demand, or
liability, but in such case the defense shall be conducted
by counsel chosen by the Underwriter and approved by the
Trust, which approval shall not be unreasonably withheld.
12. The Trust will pay or cause to be paid (a) expenses (including the
fees and disbursements of its own counsel) of any registration of the
Shares under the 1933 Act, as amended, (b) expenses incident to the
issuance of the Shares, and (c) expenses (including the fees and
disbursements of its own counsel) incurred in connection with the
preparation, printing and distribution of the Trust's Prospectuses,
SAIs, and periodic and other reports sent to holders of the Shares in
their capacity as such. The Underwriter will pay or cause to be paid
the costs and expenses of preparing, printing and distributing any of
the Trust's Prospectuses, SAIs and sales literature. Except as may be
otherwise agreed to by the Trust from time to time, the Underwriter
will pay all expenses (other than the Trust's auditing expenses) of
qualifying or continuing the qualification of the Shares for sale
under the laws of such states as may be designated by the Underwriter
under the conditions herein specified. No transfer taxes, if any,
which may be payable in connection with the issue or delivery of the
Shares sold as herein contemplated or of the certificates for the
Shares shall be borne by the Trust or its Trustees, and the
Underwriter will indemnify and hold harmless the Trust and its
Trustees against liability for all such transfer taxes. The
Underwriter shall prepare and provide necessary copies of all sales
literature subject to the Trust's approval thereof.
13. This Agreement shall become effective as of May 15, 1997, and shall
continue in effect for an initial term expiring May 15, 1998, and from
year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a)(i) by a vote of the
Trustees of the Trust or (ii) by a vote of a majority of the
outstanding voting securities of the Trust, and (b) by a vote of a
majority of the Trustees of the Trust who are not "interested
persons," as defined in the Investment Company Act, of the Trust cast
in person at a meeting for the purpose of voting on this Agreement.
Either party hereto may terminate this Agreement on any date, without
the payment of a penalty, by giving the other party at least 60 days'
prior written notice of such termination specifying the date fixed
therefor. In particular, this Agreement may be terminated at any time,
without payment of any penalty, by vote of a majority of the members
of the Trustees of the Trust who, except for their positions as
Trustees of the Trust, are not "interested persons" (as defined in the
Investment Company Act) of the Trust or by a vote of a majority of
the outstanding voting securities of the Trust on not more than
60 days' written notice to the Underwriter.
Without prejudice to any other remedies of the Trust provided for
in this Agreement or otherwise, the Trust may terminate this
Agreement at any time immediately upon the Underwriter's failure
to fulfill any of the obligations of the Underwriter hereunder.
14. The Underwriter expressly agrees that, notwithstanding anything to the
contrary herein, or in any applicable law, it will look solely to the
assets of the Trust for any obligations of the Trust hereunder and
nothing herein shall be construed to create any personal liability on
the part of any Trustee or any shareholder of the Trust. The
Underwriter expressly acknowledges that the Declaration 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.
15. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 15, the
definition of "assignment" contained in the Investment Company Act
shall be applied.
16. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
17. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
Trust and the Underwriter and, if applicable, approved in the manner
required by the Investment Company Act.
18. Each provision of this Agreement is intended to be severable. If any
provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the
remainder of this Agreement.
19. This Agreement and the application and interpretation hereof shall be
governed exclusively by the laws of the State of Georgia.
IN WITNESS WHEREOF, the Trust and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
and the Underwriter has caused its corporate seal to be affixed as of the day
and year first above written.
INVESCO TREASURER'S SERIES TRUST
ATTEST: By:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, President
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
Secretary
INVESCO FUNDS GROUP, INC.
By:/s/ Xxx X. Xxxxxx
-----------------------------
ATTEST: Xxx X. Xxxxxx
President
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
Secretary
