ADMINISTRATIVE SERVICE AGREEMENT
THIS AGREEMENT is made and entered into as of this 28th day of February,
1997, between INVESC0 Treasurer's Series Trust, a Massachusetts business trust
(hereinafter the "Trust"), and INVESC0 Funds Group, Inc., a Delaware Corporation
(hereinafter
"IFG").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and IFG agree as follows:
1. IFG shall perform for each of the Funds of the Trust set
forth in Exhibit A hereto, which is incorporated herein by
this reference, each of which Fund represents a separate
portfolio of investments of the Trust, certain
administrative and internal accounting services, including
without limitation, maintaining general ledger and capital
stock accounts, preparing a daily trial balance, calculating
net asset value daily, and providing selected general ledger
reports. IFG shall also perform for the Trust such other
specific services for one or more Funds as the parties may
from time to time agree in writing.
2. The Trust shall compensate IFG for its services hereunder in accordance
with the Fee Schedule attached hereto as Exhibit B and incorporated herein
by this reference.
3. IFG's capacity hereunder shall be that of an independent contractor and
except as authorized in this Agreement, or by Action of the Trust's Board
of Trustees, or by separate agreement between the Trust and IFG, IFG shall
have no authority to act for or represent the Trust.
4. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"), and other applicable laws and
regulations. Any records required to be maintained by Rule
31a-1 under the 1940 Act will be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act. IFG hereby
agrees that in accordance with Rule 31a-3 under the 1940
Act, all records required to be maintained by Rule 31a-1 are
and will at all times remain the property of the Trust and
will be surrendered promptly to the Trust upon request
therefrom. Any records required to be maintained by Rule
31a-1 under the 1940 Act may be inspected by the Trust at
reasonable times. IFG may, at its option at any time, and
shall, forthwith upon the Trust's demand, turn over to the
Trust and cease to retain in IFG's files,records and
documents created and maintained by IFG in performance of
its services or for its protection. At the end of any period
in which such records are no longer required to be
maintained and preserved, IFG will seek instructions from
the Trust either to remit such records to the Trust or
destroy the records in accordance with the Trust's
authorization.
5. Nothing herein shall be construed to prohibit any officer,
director, or employee of IFG or IFG itself from engaging in
any other business or from devoting time and attention in
part to management or other aspects of any other business,
whether of a similar nature or dissimilar nature, or from
rendering services of any kind to any other corporation,
firm, individual, or association. Further, IFG or any
subsidiary of IFG may enter into separate arrangements with
the Trust for the performance of services or furnishing of
facilities which are not within the scope of this Agreement.
6. IFG may, in connection with this Agreement, employ agents or attorneys in
fact, and shall not be liable for any loss arising out of or in connection
with its actions under this Agreement so long as it acts in good faith and
with due diligence, and is not negligent or guilty of any willful
misconduct.
7. The Trust hereby agrees to indemnify and hold harmless IFG
from and against any and all claims, demands, expenses and
liabilities (whether with or without basis in fact or law)
of any and every nature which IFG may sustain or incur or
which may be asserted against IFG by any person by reason
of, or as a result of: (i) any action taken or omitted to be
taken by IFG in good faith in reliance upon any information
provided to IFG by the Trust, its employees or agents or
upon the opinion of legal counsel for the Trust or its own
counsel; or (ii) any action taken or omitted to be taken by
IFG in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been
altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or
omissions of IFG or its directors, officers, employees or
agents in cases of its own gross negligence, willful
misconduct, bad faith or reckless disregard of its or their
own duties hereunder.
8. This Agreement shall become effective on February 28, 1997 after approval
by vote of a majority of the Board of Trustees of the Trust and shall
continue in effect for an initial term of one year, and from year to year
thereafter, so long as such continuance is specifically approved at least
annually by vote of a majority of the Trust's Board of Trustees.
9. Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such
notice. In the event
notice. In the event such notice is given by the Trust, it shall be
accompanied by a resolution of the Trustees, certified by the Secretary,
electing to terminate this Agreement.
10. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. The Trust agrees that IFG may, in its discretion,
subcontract for certain of the services to be provided
hereunder.
12. Any notice of other instrument in writing, authorized or required by this
Agreement to be given to the Trust or IFG, shall be sufficiently given if
addressed to that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time designate
in writing.
To the Trust:
INVESCO Treasurer's Series Trust
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxx, Secretary
To IFG:
INVESCO Funds Group, Inc.
Xxxx 0xxxxx Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx,
Senior Vice President
13. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it shall
automatically terminate.
14. This Agreement may be executed ln any number of counterparts, each of
which shall be deemed to be original; but such counterparts shall,
together, constitute only one instrument.
15. Trustee and Shareholder Liability: IFG expressly agrees
that, notwithstanding anything to the contrary herein, or in
law, that it will look solely to the assets of the Trust for
any obligations of the Trust hereunder and nothing herein
shall be construed to create any personal liability of any
Trustee or any shareholder of the Trust. IFG expressly
acknowledges that the Declaration of Trust establishing the
Trust, dated as of January 27, 1988, a copy of which,
together with all amendments thereto (the "Declaration"), is
on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name INVESCO Treasurer's Series Trust
refers to the Trustees under the Declaration collectively as Trustees, but
not as individuals or personally; and no Trustee, shareholder, officer,
employee or agent of INVESCO Treasurer's Series Trust shall be held to any
personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise, in connection
with the affairs of said INVESCO Treasurer's Series Trust, but the "Trust
Property" (as defined in the Declaration) only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
INVESCO TREASURER'S SERIES TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxx X. Xxxxxx
----------------------------
Xxx X. Xxxxxx, President
Attest:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
Exhibit A
Funds of INVESCO Treasurer's Series Trust for which INVESCO Funds Group
Inc. (formerly, Financial Programs, Inc.) will provide services pursuant to the
attached Administrative Service Agreement:
INVESCO Treasurer's Series Trust
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
INVESCO Treasurer's Prime Reserve Fund
INVESCO Treasurer's Special Reserve Fund
Effective this 28th day of February, 1997.
INVESCO Treasurer's Series Trust
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxxxxx, Xx.,
President
ATTEST:
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO Funds Group, Inc.
By: /s/ Xxx X. Xxxxxx
------------------------
Xxx X. Xxxxxx, President
ATTEST:
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
Exhibit B
INVESCO Funds Group, Inc. shall xxxx each Fund listed on Exhibit A the
following fee computed on an annual basis and billed monthly:
$10,000 per year base fee, plus an additional fee computed
at the rate of 0.015% of daily net assets.
Effective this 28th day of February, 1997.
INVESCO TREASURER'S SERIES TRUST
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxxxxx, Xx.
President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxx X. Xxxxxx
------------------------
Xxx X. Xxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxx, Secretary
