INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of this 27th day of January, 1988, by and among
INVESCO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the
"Adviser"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, JR., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, each of whom is a
resident of the State of Georgia (individually, the "Trustee" and collectively,
the "Trustees"),
W I T N E S S E T H:
WHEREAS, the Trustees are contemplating becoming trustees of INVESCO
Treasurer's Series Trust, an open-end, diversified investment company to be
organized as an unincorporated business trust under the laws of the Commonwealth
of Massachusetts (the "Trust"), having one class of shares which may be divided
into two or more series (the "Series"), each representing an interest in a
separate portfolio of investments (collectively, the "Funds");
WHEREAS, the Adviser is coordinating the organization of the Trust;
WHEREAS, it is contemplated that following the organization of the Trust,
and subject to approval by the shareholders of the Trust and of the applicable
Series, one or more Investment Advisory Agreements will be entered into between
the Trust, on behalf of the applicable Series, and the Adviser pursuant to which
the Adviser will provide investment advice and portfolio management services to
the Trust with respect to the applicable Series;
WHEREAS, the Adviser has requested that each of the Trustees serve as
trustees of the Trust; and
WHEREAS, the Adviser desires to indemnify each Trustee as provided herein
against all liabilities and expenses reasonably incurred by each Trustee in
connection with his service as a trustee of the Trust.
NOW, THEREFORE, in consideration of these premises and in consideration of
the sum of ten ($10.00) dollars paid by each Trustee to the Adviser, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Each of the Trustees agrees to become a trustee of the Trust.
2. The Adviser agrees that:
a. Subject to the exceptions and limitations contained in
Subparagraph (b) below:
(i) each Trustee shall be indemnified by the Adviser to the
fullest extent permitted by law against all liability and against
all expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes involved
as a party or otherwise by virtue of his being or having been a
trustee or officer of the Trust and against amounts paid or incurred
by him in the settlement thereof, provided that such indemnification
shall apply only to any such liability, expenses or amounts paid or
incurred in settlement in connection with a claim, action, suit or
proceeding which arises during either (i) the term of his service as
a trustee of the Trust or (ii) the four year period commencing upon
the termination, for whatever reason, of his service as a trustee of
the Trust; and
(ii) the words "claim", "action", "suit", or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative or other (including arbitration), including
appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees,
costs, judgments, amounts paid in settlements, fines, penalties and
other liabilities.
b. No indemnification shall be provided hereunder to a Trustee:
(i) Against any liability to the Trust, a Series, or the
shareholders of the Trust by reason of a final adjudication by a
court or other body before which a proceeding was brought that he
engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard to the duties involved in the conduct of his
office; or
(ii) With respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith and in
reasonable belief that his action was in the best interest of the
Trust.
c. The rights of indemnification herein provided may be insured
against by policies maintained by the Adviser, shall be severable,
shall not affect any other rights to which any Trustee may now or
hereafter be entitled, shall continue (subject to the limitations
contained in Subparagraph (a) above) as to a person who has ceased
to be a trustee of the Trust and shall inure to the benefit of the
heirs, executors, administrators and assigns of such a person.
Nothing contained herein shall affect any rights to indemnification
to which any of the Trustees may be entitled by contract or
otherwise under law, including, without limitation, any
indemnification provided to the Trustee by the Declaration of Trust
of the Trust.
d. Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in
Subparagraph (a) above may be advanced by the Adviser prior to final
disposition thereof upon receipt by the Adviser of an undertaking by
or on behalf of the
or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification
under this Agreement.
3. Each Trustee agrees to promptly notify the Adviser in the event of any
claim, action, suit or proceeding against such Trustee which could give rise to
a right of indemnification under this Agreement.
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first above written.
ADVISER:
INVESCO CAPITAL MANAGEMENT, L.P., a
Delaware limited partnership
By: INVESCO Capital Management, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chairman
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TRUSTEES:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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/s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
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G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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