DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, between INVESCO
TREASURER'S SERIES TRUST, a Massachusetts business trust (the "Trust"), and
INVESCO SERVICES, 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 controlling 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 willful 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 addressed 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 information
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
notification 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 Underwriter 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 February 28,
1997, and shall continue in effect for an initial term
expiring February 28, 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
-----------------------------
/s/ Xxxx X. Xxxxx Xxxxxx X. Xxxxxxxx, President
-----------------
Xxxx X. Xxxxx
Secretary
INVESCO SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
ATTEST: Xxxxxxx X. Xxxxxx
President
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
Secretary
