TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 28th day of February, 1997, between INVESCO
Treasurer's Series Trust, a Massachusetts business trust, having its principal
office and place of business at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Trust") and INVESCO Funds Group, Inc., a
Delaware corporation, having its principal place of business at 0000 Xxxx Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the "Transfer
Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any
such person is an officer or employee of the Trust,
duly authorized to give Oral Instructions and
Written Instructions on behalf of the Trust as
indicated in a certification as may be received by
the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Trust by any two officers thereof;
(c) "Commission" shall have the meaning given it in the
1940 Act;
(d) "Custodian" refers to the custodian of all of the
securities and other moneys owned by the Trust;
(e) "Fund" shall refer to a single portfolio of
investments owned by the Trust;
(f) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(g) "Prospectus" shall mean the currently effective
prospectus relating to the Trust's Shares
registered under the Securities Act of 1933;
(h) "Shares" refers to the shares of beneficial interest of the
Trust, regardless of whether such shares are classified into
one or more separate Funds of the Trust;
(i) "Shareholder" means a record owner of Shares;
(j) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(k) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.
2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Trust that it has an effective
registration statement on SEC Form TA-1 and, accordingly, has duly
registered as a transfer agent as provided in Section 17A(c) of the
Securities Exchange Act of 1934.
3. Appointment of the Transfer Agent. The Trust hereby
appoints and constitutes the Transfer Agent as transfer
agent for all of the Shares of the Trust authorized as of
the date hereof, and the Transfer Agent accepts such
appointment and agrees to perform the duties herein set
forth. If the Trustees of the Trust hereafter reclassify
the Shares, by the creation of one or more additional
series or otherwise, the Transfer Agent agrees that it
will act as transfer agent for the Shares so reclassified
on the terms set forth herein.
4. Compensation.
(a) The Trust will initially compensate the Transfer Agent for its
services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein.
(b) The parties hereto will agree upon the compensation for acting
as transfer agent for any Fund of the Trust hereafter
designated and established at the time that the Transfer Agent
commences serving as such for said Fund, and such agreement
shall be reflected in a Fee Schedule for that Fund, dated and
signed by an authorized officer of each party hereto, to be
attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party
hereto, and a certified copy of the resolution of the Trustees
of the Trust authorizing such revised Fee Schedule.
(d) The Transfer Agent will xxxx the Fund of the Trust as soon as
practicable after the end of each calendar month, and said
xxxxxxxx will be detailed in accordance with the Fee Schedule
for each Fund. Each Fund will promptly pay to the Transfer
Agent the amount of such billing.
5. Documents. In connection with the appointment of the Transfer
Agent, the Trust shall, on or before the date this Agreement goes
into effect, file with the Transfer Agent the following documents:
(a) A certified copy of the Declaration of Trust of the
Trust, including all amendments thereto, as then in
effect;
(b) A certified copy of the Bylaws of the Trust, as then
in effect;
(c) Certified copies of the resolutions of the Trustees
authorizing this Agreement and designating
Authorized Persons to give instructions to the
Transfer Agent;
(d) A specimen of the certificate for Shares of each Fund in the
form approved by the Trustees, with a certificate of the
Secretary of the Trust as to such approval;
(e) All account application forms and other documents
relating to Shareholder accounts;
(f) A certified list of Shareholders of each Fund of the
Trust with the name, address and tax identification
number of each Shareholder, and the number of Shares
held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any
accounts against which stops have been placed,
together with the reasons for said stops, and the
number of Shares redeemed by the Trust;
(g) Copies of all agreements then in effect between the
Trust and any agent with respect to the issuance,
sale, or cancellation of Shares; and
(h) An opinion of counsel for the Trust with respect to
the validity of the Shares.
6. Further Documentation. The Trust will also furnish from
time to time the following documents:
(a) Each resolution of the Trustees authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the
Commission, and amendments and orders with respect
thereto, in effect with respect to the sale of
Shares of the Trust;
(c) A certified copy of each amendment to the
Declaration of Trust and the Bylaws of the Trust;
(d) Certified copies of each resolution of the Trustees
designating Authorized Persons to give instructions
to the Transfer Agent;
(e) Certificates as to any change in any officer,
trustee, or Authorized Person of the Trust;
(f) Specimens of all new certificates for Shares
accompanied by the Fund's resolutions of the
Trustees approving such forms; and
(g) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.
7. Certificates for Shares and Records Pertaining Thereto.
(a) At the expense of each Fund of the Trust, the
Transfer Agent shall maintain an adequate supply of
blank share certificates to meet the Transfer
Agent's requirements therefor. Such share
certificates shall be properly signed by facsimile.
The Trust agrees that, notwithstanding the death,
resignation, or removal of any officer of the Trust
whose signature appears on such certificates, the
Transfer Agent may continue to countersign
certificates which bear such signatures until
otherwise directed by the Trust.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Trust in accordance with the instructions of the Trust and
to confirm such issuance to the Shareholder and the Trust or
its designee.
(c) The Trust hereby authorizes the Transfer Agent to
issue replacement share certificates in lieu of
certificates which have been lost, stolen or
destroyed, without any further action by the
Trustees or any officer of the Trust, upon receipt
by the Transfer Agent of properly executed
affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under any such
bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the holder of record. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.
(e) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.
8. Sale of Trust Shares.
(a) Whenever the Trust or its authorized agent shall
sell or cause to be sold any Shares, the Trust or
its authorized agent shall provide or cause to be
provided to the Transfer Agent information
including: (i) the number of Shares sold, trade
date, and price; (ii) the amount of money to be
delivered to the Custodian for the sale of such
Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares of
the Trust and drawn or endorsed to the Transfer Agent as agent
for, or identified as being for the account of, the Trust,
promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the Trust, or its
designee, and the Custodian of all purchases and related
account adjustments.
(c) Upon receipt of the notification required under
paragraph (a) hereof and the notification from the
Custodian that such money has been received by it,
the Transfer Agent shall issue to the purchaser or
his authorized agent such Shares as he is entitled
to receive, based on the appropriate net asset value
of the Trust's Shares, determined in accordance with
applicable federal law or regulation, as described
in the Prospectus for the Trust. In issuing Shares
to a purchaser or his authorized agent, the Transfer
Agent shall be entitled to rely upon the latest
written directions, if any, previously received by
the Transfer Agent from the purchaser or his
authorized agent concerning the delivery of such
Shares.
(d) The Transfer Agent shall not be required to issue
any Shares of a Fund where it has received Written
Instructions from a Fund or written notification
from any appropriate federal or state authority that
the sale of the Shares of a Fund has been suspended
or discontinued, and the Transfer Agent shall be
entitled to rely upon such Written Instructions or
written notification.
(e) Upon the issuance of any Shares of a Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by a Fund in connection
with such issuance.
9. Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any
reason, the Transfer Agent will: (i) give prompt notice
of such return to the applicable Fund or its designee;
(ii) place a stop transfer order against all Shares
issued or held on deposit as a result of such check or
order; (iii) in the case of any Shareholder who has
obtained redemption checks, place a stop payment order on
the checking account on which such checks are issued; and
(iv) take such other steps as the Transfer Agent may, in
its discretion, deem appropriate or as the applicable
Fund or its designee may instruct.
10. Redemptions.
(a) Redemptions By Mail or In Person. Shares of the
Trust will be redeemed upon receipt by the Transfer
Agent of: (i) a written request for redemption,
signed by each registered owner exactly as the
Shares are registered; (ii) certificates properly
endorsed for any Shares for which certificates have
been issued; (iii) signature guarantees to the
extent required by the Transfer Agent as described
in the Prospectus or SAI for the Trust; and (iv) any
additional documents required by the Transfer Agent
for redemption by corporations, executors,
administrators, trustees and guardians.
(b) Draft Redemptions. If the Transfer Agent has
received a completed application and authorization
of redemption by drafts signed by the registered
owner, the Transfer Agent will, as agent for the
Shareholder, upon receipt of a redemption draft
cause the Trust to redeem a sufficient number of
Shares in the Shareholder's account to cover the
amount of the draft. All draft redemptions will be
subject to such additional requirements as may be
described in the Prospectus or SAI for the Trust and
the rules and regulations of the Transfer Agent.
(c) Wire Orders or Telephone Redemptions. The Transfer
Agent will, consistent with procedures which may be
established by the Trust from time to time for
redemption by wire or telephone, upon receipt of
such a wire order or telephone redemption request,
redeem Shares and transmit the proceeds of such
redemption to the redeeming Shareholder as directed.
All wire or telephone redemptions will be subject to
such additional requirements as may be described in
the Prospectus for the Trust. Both the Trust and the
Transfer Agent reserve the right to modify or
terminate the procedures for wire order or telephone
redemptions at any time.
(c) Processing Redemptions. Upon receipt of all
necessary information and documentation relating to
a redemption, the Transfer Agent will issue to the
Custodian an advice setting forth the number of
Shares of the Trust received by the Transfer Agent
for redemption and that such shares are valid and in
good form for redemption. The Transfer Agent shall,
upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such
moneys to the Shareholder, his authorized agent or
legal representative.
11. Transfers and Exchanges. The Transfer Agent is authorized
to review and process transfers of Shares of the Trust
and to the extent, if any, permitted in the Prospectus or
SAI for the Trust, exchanges between the Trust and other
mutual funds advised by INVESCO Capital Management, Inc.,
on the records of the Trust maintained by the Transfer
Agent. If Shares to be transferred are represented by
outstanding certificates, the Transfer Agent will, upon
surrender to it of the certificates in proper form for
transfer, and upon cancellation thereof, countersign and
issue new certificates for a like number of Shares and
deliver the same. If the Shares to be transferred are not
represented by outstanding certificates, the Transfer
Agent will, upon an order therefor by or on behalf of the
registered holder thereof in proper form, credit the same
to the transferee on its books. If Shares are to be
exchanged for Shares of another mutual fund, the Transfer
Agent will process such exchange in the same manner as a
redemption and sale of Shares, except that it may in its
discretion waive requirements for information and
documentation.
12. Right to Seek Assurances. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for
the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent, in its judgment,
deems improper or unauthorized, or until it is satisfied
that there is no basis for any claims adverse to such
transfer or redemption. The Transfer Agent may, in
effecting transfers, rely upon the provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may
be amended from time to time, which in the opinion of
legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of
the Trust, and the Trust shall indemnify the Transfer
Agent for any act done or omitted by it in reliance upon
such laws or opinions of counsel to the Trust or of its
own counsel.
13. Distributions.
(a) Each Fund of the Trust will promptly notify the Transfer Agent
of the declaration of any dividend or distribution. The Trust
shall furnish to the Transfer Agent a resolution of the
Trustees of the Trust certified by the Secretary authorizing
the declaration of dividends and authorizing the Transfer
Agent to rely on Oral Instructions or a Certificate specifying
the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the
amount payable per share to Shareholders of record as of
that date, and the total amount payable to the Transfer Agent
on the payment date.
(b) The Transfer Agent will, on or before the payable
date of any dividend or distribution, notify the
Custodian of the estimated amount of cash required
to pay said dividend or distribution, and the Trust
agrees that, on or before the mailing date of such
dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account
funds equal to the cash amount to be paid out. The
Transfer Agent, in accordance with Shareholder
instructions, will calculate, prepare and mail
checks to, or (where appropriate) credit such
dividend or distribution to the account of, Trust
Shareholders, and maintain and safeguard all
underlying records.
(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested in
Shares of each Fund of the Trust.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
Trustees of the Trust.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Funds as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is
provided to the Transfer Agent.
14. Other Duties. In addition to the duties expressly
provided for herein, the Transfer Agent shall perform
such other duties and functions as are set forth in the
Fee Schedules(s) hereto from time to time.
15. Taxes. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by the Trust
and shall withhold such sums as are required to be withheld by
applicable law.
16. Books and Records.
(a) The Transfer Agent shall maintain records showing
for each investor's account, identified by each Fund
of the Trust, the following: (i) names, addresses,
tax identifying numbers and assigned account
numbers; (ii) numbers of Shares held; (iii)
historical information regarding the account of each
Shareholder, including dividends paid and date and
price of all transactions on a Shareholder's
account; (iv) any stop or restraining order placed
against a Shareholder's account; (v) information
with respect to withholdings in the case of a
foreign account; (vi) any capital gain or dividend
reinvestment order, plan application, dividend
address and correspondence relating to the current
maintenance of a Shareholder's account; (vii)
certificate numbers and denominations for any
Shareholders holding certificates; and (viii) any
information required in order for the Transfer Agent
to perform the calculations contemplated or required
by this Agreement.
(b) 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. Such
records may be inspected by the Trust at reasonable
times. The Transfer Agent 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 the
Transfer Agent's files, records and documents
created and maintained by the Transfer Agent in
performance of its services or for its protection.
At the end of the six-year retention period, such
records and documents will either be turned over to
the Trust, or destroyed in accordance with the
Trust's authorization.
17. Shareholder Relations.
(a) The Transfer Agent will investigate all Shareholder
inquiries related to Shareholder accounts and
respond promptly to correspondence from
Shareholders.
(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
Trust Shares of each Fund to be voted at meetings.
18. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent shall be protected in acting upon
any paper or document believed by it to be genuine
and to have been signed by an Authorized Person and
shall not be held to have any notice of any change
of authority of any person until receipt of written
certification thereof from the Trust. It shall also
be protected in processing Share certificates which
it reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Trust
and the proper countersignature of the Transfer
Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Trust for Written
Instructions, and, at the expense of the Trust, may
seek advice from legal counsel for the Trust, with
respect to any matter arising in connection with
this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions
or with the opinion of such counsel. In addition,
the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests
given to them by any person representing or acting
on behalf of the Trust only if said representative
is known by the Transfer Agent, its officers, agents
or employees, to be an Authorized Person. The
Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it upon the
request or direction of Authorized Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under no
duty or obligation to inquire into, and shall not be
liable for: (i) the legality of the issue or sale of
any Shares of the Trust, or the sufficiency of the
amount to be received therefor; (ii) the legality of
the redemption of any Shares of the Trust, or the
propriety of the amount to be paid therefor; (iii)
the legality of the declaration of any dividend by
the Trust, or the legality of the issue of any
Shares of the Trust in payment of any stock
dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares of
the Trust.
19. Standard of Care and Indemnification.
(a) The Transfer Agent 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.
(b) The Trust hereby agrees to indemnify and hold
harmless the Transfer Agent 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 the Transfer Agent may
sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of, or as
a result of: (i) any action taken or omitted to be
taken by the Transfer Agent in good faith in
reliance upon any Certificate, instrument, order or
stock certificate believed by it to be genuine and
to be signed, countersigned or executed by any duly
Authorized Person, upon the Oral Instructions or
Written Instructions of an Authorized Person of the
Trust 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 the Transfer Agent 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 the Transfer Agent 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.
20. Affiliation Between Trust and Transfer Agent. It is
understood that the trustees, officers, employees, agents
and Shareholders of the Trust, and the officers,
directors, employees, agents and shareholders of the
Trust's investment adviser, INVESCO Capital Management,
Inc. (the "Adviser"), are or may be interested in the
Transfer Agent as directors, officers, employees, agents,
shareholders, or otherwise, and that the directors,
officers, employees, agents or shareholders of the
Transfer Agent may be interested in the Trust as
trustees, officers, employees, agents, shareholders, or
otherwise, or in the Adviser as officers, directors,
employees, agents, shareholders or otherwise.
21. Term.
(a) This Agreement shall become effective on February
28, 1997 after approval by vote of a majority (as
defined in the 0000 Xxx) of the Trust's Trustees,
including a majority of the Trustees who are not
interested persons of the Trust (as defined in the
1940 Act), and shall continue in effect for an
initial term expiring February 28, 1998 and from
year to year thereafter, so long as such continuance
is specifically approved at least annually both: (i)
by either the Trustees or the vote of a majority of
the outstanding voting securities of the Trust; and
(ii) by a vote of the majority of the Trustees who
are not interested persons of the Trust (as defined
in the 0000 Xxx) cast in person at a meeting called
for the purpose of voting upon such approval.
(b) 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 not be less than 60 days after the date
of receipt of such 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 and
designating a successor transfer agent.
22. Amendment. This Agreement may not be amended or modified
in any manner except by a written agreement executed by
both parties with the formality of this Agreement, and
(i) authorized or approved by the resolution of Trustees, including
a majority of the Trustees of the Trust who are not interested
persons of the Trust as defined in the 1940 Act, or (ii) authorized
and approved by such other procedures as may be permitted or
required by the 1940 Act.
23. Subcontracting. The Trust agrees that the Transfer Agent
may, in its discretion, subcontract for certain of the
services to be provided hereunder.
24. Miscellaneous.
(a) Any notice and other instrument in writing, authorized or
required by this Agreement to be given to the Trust or the
Transfer Agent, 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/Treasurer
To the Transfer Agent:
INVESCO Funds Group, Inc.
Xxxx Xxxxxx Xxx 000000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Senior Vice President
(b) 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.
(c) This Agreement shall be construed in accordance with
the laws of the State of Colorado.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
25. Trustee and Shareholder Liability. The Transfer Agent 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. INVESCO Funds Group, Inc., expressly
acknowledges that the Declaration of Trust establishing the Trust,
dated as of January 21, 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 thereunder duly authorized, as of the day
and year first above written.
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
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated February
28, 1997, between INVESCO Treasurer's Series Trust (the "Trust") and
INVESCO Funds Group, Inc. as Transfer Agent (the "Agreement").
Account Maintenance Charges. Fees are based on an annual charge set forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $50.00
per shareholder account per year, is billable monthly at the rate of one-twelfth
(1/12) of the annual fee, $5,000.00 per year minimum. A charge is made for an
account in the month that it opens or closes, as well as in each month which the
account remains open, regardless of the account balance.
Expenses. The Trust shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Trust with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Trust and the Transfer Agent or any affiliate thereof.
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
