SUB-ITEM 77Q1(e)
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 any 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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SUB-ITEM 77Q1(E)
(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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SUB-ITEM 77Q1(E)
(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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SUB-ITEM 77Q1(E)
(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
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SUB-ITEM 77Q1(E)
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
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
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SUB-ITEM 77Q1(E)
their full time to such service and nothing contained 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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SUB-ITEM 77Q1(E)
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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SUB-ITEM 77Q1(E)
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:
/s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------- --------------------------------
Assistant Secretary Executive Vice President
(SEAL)
Attest: A I M ADVISORS, INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------- --------------------------------
Assistant Secretary President
(SEAL)
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SUB-ITEM 77Q1(E)
APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
INVESCO Treasurer's Money Market Reserve Fund November 25, 2003
INVESCO Treasurer's Tax-Exempt Reserve Fund November 25, 2003
A-1
SUB-ITEM 77Q1(E)
APPENDIX B
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
