DEFERRED RETIREMENT PLAN
------------------------
ACCOUNT AGREEMENT
-----------------
THIS DEFERRED RETIREMENT PLAN ACCOUNT AGREEMENT ("Agreement") is dated this
______ day of November, 2002 ("Effective Date"), by and between
__________________ ("Director"), currently residing at
______________________________________________, and each of the INVESCO Funds
referenced on Exhibit A attached hereto and incorporated herein by this
reference, each a Maryland corporation with offices at 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx (collectively and as to each, the "Corporation").
W I T N E S S E T H
WHEREAS, Director currently serves as a director of the Corporation and is
currently vested in the INVESCO Funds Retirement Plan for Independent Directors
("Plan") and will be entitled to receive benefits in the form of periodic
payments ("Retirement Benefits") in accordance with the Plan upon retirement
from the Board of Directors of the Corporation; and
WHEREAS, Director desires that an arrangement be established with the
Corporation under which the Retirement Benefits which may otherwise become
payable to him in accordance with the Plan are converted from periodic payments
to a lump sum amount, such amount to be held and paid in accordance with this
Agreement; and
WHEREAS, the Corporation is agreeable to such an arrangement as evidenced
by the resolution of its board of directors ("Board") dated November 7, 2002.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Director hereby agrees that his rights to the Retirement Benefits under
the Plan are terminated as of the Effective Date.
2. On the Effective Date the Corporation shall credit an amount equal to
the actual amount the Corporation has already accrued on the books as a
liability with respect to Director's Retirement Benefits under the Plan to a
separate memorandum account (the "Deferred Retirement Benefits Account").
3. The Corporation may, at its sole discretion, invest the amounts credited
to the Deferred Retirement Benefits Account in any investment medium including,
but not limited to, shares of the Corporation's stock (if legally permissible)
and any other security or investment medium in which the assets of the
Corporation are permitted to be invested. In the event that the Corporation
invests the amounts credited to the Deferred Retirement Benefits Account, the
Deferred Retirement Benefits Account shall be credited with its share of any
income or charged with its share of any loss arising from such investments.
4. The Corporation's obligation to make payments out of the Deferred
Retirement Benefits Account shall be a general obligation of the Corporation,
and such payment shall be made from the Corporation's general assets and
property. Director's relationship to the Corporation under this Agreement shall
be that of a general unsecured creditor, and neither this Agreement nor any
action taken pursuant to this Agreement shall create or be construed to create a
trust or fiduciary relationship of any kind between the Corporation and
Director, his designated beneficiary or any other person, or a security interest
of any kind in any property of the Corporation in favor of Director or any other
person. The Corporation shall not be required to purchase, hold or dispose of
any investments pursuant to this Agreement; however, in order to cover its
obligations hereunder, if the Corporation elects to invest the amounts credited
to the Deferred Retirement Plan Account in any investments (including, without
limitation, shares of the Corporation), the same shall continue for all purposes
to be a part of the general assets and property of the Corporation, subject to
the claims of its general creditors, and no person other than the Corporation
shall by virtue of the provisions of this Agreement have any interest in such
assets other than an interest as a general creditor. The Corporation shall
provide an annual statement to the Director (quarterly if requested) showing
such information as is appropriate, including the aggregate amount credited to
the Deferred Retirement Benefits Account, as of a reasonably current date.
5. Payment of amounts out of the Deferred Retirement Benefits Account shall
be made to Director as selected by Director below.
(a) Payments shall be made to Director upon the happening of one of the
following events (the "payment event"), unless the Corporation, in its sole
discretion, determines to make payments at another time:
(i) termination of service as a director; or
(ii) the last day of the calendar quarter in which Director's
seventy-fifth birthday occurs, whichever may first occur.
(b) Payments shall be made to Director as follows:
(i) __________ lump sum payment; or
(ii) __________ payment in 20, 28, or 40 quarterly installments, each
payment to be equal to the value of the Deferred Retirement Benefits
Account immediately prior to the date of payment divided by the number
of remaining payments.
(c) Director's selection of payment of amounts out of the Deferred
Retirement Benefits Account is irrevocable. After the payment event, only the
Corporation, in its sole discretion, may change the method of payment of amounts
out of the Deferred Retirement Benefits Account.
(d) In the event Director selects installment payments, each quarterly
installment payment shall be made as of the last day of the months of January,
April, July, and October of each year, beginning with the payment month next
following the payment event. Until payments of amounts credited to the Deferred
Retirement Benefits Account have been completed, the unpaid balance shall be
credited with the income and charged with losses, if any, in accordance with
paragraph 3 above. The Corporation in its sole discretion reserves the right to
accelerate payments of amounts in Director's Deferred Retirement Benefits
Account at any time after the payment event. Notwithstanding the foregoing, in
the event of the liquidation, dissolution or winding up of the Corporation's
assets and property of its shareholders, all unpaid amounts in the Deferred
Retirement Benefits Account as of the effective date thereof shall be paid in a
lump sum on such effective date. (For this purpose a sale, conveyance or
transfer of the Corporation's assets to a trust, partnership, association or
another corporation in exchange for cash, shares or other securities, with the
transfer being made subject to, or with the assumption by the transferee of, the
liabilities of the Corporation, shall not be deemed a liquidation, dissolution
or winding up of the Corporation or such a distribution.)
6. The death of Director prior to retirement shall constitute the payment
event and payments shall then be made as follows:
(a) If the value of the Deferred Retirement Benefit Account on the date of
Director's death prior to retirement is more than $340,000, the Corporation may
choose to pay either:
(i) A lump sum amount equal to the value of the Deferred
Retirement Benefit Account on the date of Director's death; or
(ii) A number of quarterly payments to be determined by the
Corporation totaling in the aggregate an amount equal to the value of
the Deferred Retirement Benefit Account on the date of Director's
death.
(b) If the value of the Deferred Retirement Benefit Account on the date of
Director's death prior to retirement is less than $340,000, the Corporation
collectively shall pay quarterly payments of $8,500 for ten years.
7. Payment of amounts credited to the Deferred Retirement Benefits Account
shall be made to Director in the form of a check.
(a) Such payment shall be made to Director except that:
(i) in the event that Director shall be determined by a court of
competent jurisdiction to be incapable of managing his financial affairs,
and if the Corporation has actual notice of such determination, payment
shall be made to Director's personal representative(s); and
(ii) in the event of Director's death, payment shall be made to the
last beneficiary designated by Director for purposes of receiving such
payment in such event in a written notice delivered to the President of the
Corporation; provided that if such beneficiary has not survived Director,
payment shall be made to Director's estate.
(b) Director hereby designates ______________________________ as the
initial beneficiary for purposes of receiving such payment in such event.
Director may from time to time designate new beneficiaries and such designation
shall effectively revoke all prior designations filed by Director.
8. The Corporation may in its sole discretion accelerate the payment of
amounts credited to the Deferred Retirement Benefits Account if a Director or,
after his death, his beneficiary, requests such acceleration. Acceleration may
occur only in the event of unforeseeable financial emergency or severe hardship
resulting from one or more recent events beyond the control of Director and is
limited to the amount deemed reasonably necessary to satisfy the emergency or
hardship. The acceleration must be approved by the Board without regard to the
vote of the Director who requests the acceleration.
9. Amounts in the Deferred Retirement Benefits Account shall not in any way
be subject to the debts or other obligations of Director and may not be sold,
transferred, pledged or assigned by him except as provided in paragraph
7(a)(ii).
10. This Agreement shall not be construed to confer any right on the part
of Director to be or remain a director of the Corporation or to receive any, or
any particular rate of, Retirement Benefits.
11. Interpretations of and determinations related to this Agreement made by
the Corporation, including the matter of whether to invest the amounts credited
to a Deferred Retirement Benefits Account, the selection of an investment medium
and determinations of the amounts in the Deferred Retirement Benefits Account,
shall be made by a committee composed of the President and the Treasurer of the
Corporation, an independent director from the Board, and the principal
investment officer of the Corporation's United States-based investment adviser
(the "Committee") and, if made in good faith, shall be conclusive and binding
upon all parties; and the Corporation shall not incur any liability to Director
for any such interpretation or determination so made or for any other action
taken by it in connection with this Agreement in good faith. The Committee shall
administer this Agreement, and shall be responsible for administration of the
Deferred Retirement Benefits Account. All actions of the Committee shall be
considered for all purposes to be the action of the Board unless the Board, in
its capacity as such, subsequently takes a different action. The Board may
employ such persons or organizations to render advice or perform services with
respect to its responsibilities as it, in its sole discretion, determines to be
necessary and appropriate.
12. This Agreement contains the entire understanding and agreement between
the parties with respect to the subject matter hereof, and may not be amended,
modified or supplemented in any respect except by subsequent written agreement
entered into by all parties.
13. This Agreement shall be binding upon, and shall inure to the benefit
of, the Corporation and its successors and assigns and Director and his/her
heirs, executors, administrators and personal representatives.
14. This Agreement is being entered into in, and shall be construed in
accordance with the laws of, the State of Colorado.
IN WITNESS WHEREOF, each Corporation has caused this Agreement to be
executed on its behalf by its President, and Director has executed this
Agreement, on the date first written above.
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO Counselor Series Funds, Inc.
INVESCO Global & International Funds, Inc.
INVESCO Manager Series Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.
By: ________________________________
President of each above Corporation
By: ________________________________
[_____________] [Director]
EXHIBIT A
INVESCO BOND FUNDS, INC.
High Yield Fund
Select Income Fund
Tax-Free Bond Fund
U.S. Gov't Securities Fund
INVESCO COMBINATION STOCK & Bond Funds, Inc.
Balanced Fund
Total Return Fund
Core Equity Fund
INVESCO COUNSELOR SERIES FUNDS, INC.
Advantage Fund
Advantage Global Health Sciences Fund
Advantage Technology/Telecommunications Fund
INVESCO GLOBAL & International Funds, Inc.
European Fund
Global Growth Fund
International Blue Chip Value Fund
INVESCO MANAGER SERIES FUNDS, INC.
Multi-Sector Fund
INVESCO MONEY MARKET FUNDS, INC.
Cash Reserves Fund
Tax-Free Money Fund
U.S. Gov't Money Fund
INVESCO SECTOR FUNDS, INC.
Energy Fund
Financial Services Fund
Gold & Precious Metals Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO STOCK FUNDS, INC.
Basic Value Fund
Dynamics Fund
Endeavor Fund
Growth Fund
Growth & Income Fund
Mid-Cap Growth Fund
S&P 500 Index Fund
Small Company Growth Fund
Value Equity Fund
INVESCO TREASURER'S SERIES FUNDS, INC.
Treasurer's Money Market Reserve Fund
Treasurer's Tax-Exempt Reserve Fund
INVESCO VARIABLE INVESTMENT FUNDS, INC.
VIF Dynamics Fund
VIF Core Equity Fund
VIF Financial Services Fund
VIF Growth Fund
VIF Health Sciences Fund
VIF High Yield Fund
VIF Leisure Fund
VIF Real Estate Opportunity Fund
VIF Small Company Growth Fund
VIF Technology Fund
VIF Telecommunications Fund
VIF Total Return Fund
VIF Utilities Fund
