EXHIBIT (i)(2)
AIM FUNDS
DIRECTOR DEFERRED COMPENSATION AGREEMENT
As Amended March 7, 2000, September 28, 2001 and September 26, 2002
AIM FUNDS
DIRECTOR DEFERRED COMPENSATION AGREEMENT
AGREEMENT, made on this __ day of _______, 20__, by and
between the registered open-end investment companies listed on Appendix A hereto
(the "Funds"), and _______________________________________________________ (the
"Director") residing at _______________________________________.
WHEREAS, the Funds and the Director have entered into
agreements pursuant to which the Director will serve as a director/trustee of
the Funds; and
WHEREAS, if the Funds and the Director have previously entered
into an additional agreement whereby the Funds will provide to the Director a
vehicle under which the Director can defer receipt of directors' fees payable by
the Funds, they now desire to amend and restate such agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the Funds and the Director hereby agree
as follows:
1. DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the following
meanings:
(a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.3 hereof to receive benefits after the death of the
Director.
(b) "Boards of Directors" shall mean the respective Boards of
Directors of the Funds.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of directors' fees paid by
each of the Funds to the Director during a Deferral Year prior to reduction for
Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or amounts of the
Director's Compensation deferred under the provisions of Section 3 of this
Agreement.
(f) "Deferral Accounts" shall mean the accounts maintained to
reflect the Director's Compensation Deferrals made pursuant to Section 3 hereof
(or pursuant to any prior agreement) and any other credits or debits thereto.
(g) "Deferral Year" shall mean each calendar year during which the
Director makes, or is entitled to make, Compensation Deferrals under Section 3
hereof.
(h) "Retirement" shall have the same meaning as set forth under the
Retirement Plan.
(i) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for
Eligible Directors/Trustees."
(j) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which the Funds makes valuations of the
Deferral Accounts.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Directors and Trustees. Where appearing in this Agreement,
"Director" shall also refer to "Trustee" and "Board of Directors" shall also
refer to "Board of Trustees."
1.4 Headings. The headings and sub-headings in this Agreement are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.
1.5 Separate Agreement for Each Fund. This Agreement is drafted, and
shall be construed, as a separate agreement between the Director and each of the
Funds.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Director may elect, on
a form provided by, and submitted to, the Presidents of the respective Funds, to
commence Compensation Deferrals under Section 3 hereof for the period beginning
on the later of (i) the date this Agreement is executed or (ii) the date such
form is submitted to the Presidents of the Funds.
2.2 Termination of Deferrals. The Director shall not be eligible to
make Compensation Deferrals after the earliest of the following dates:
(a) The date on which he ceases to serve as a Director of all of
the Funds; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
3.1 Compensation Deferral Elections.
(a) On or prior to the first day of any Deferral Year, the Director
may elect, on the form described in Section 2.1 hereof, to defer the receipt of
all or a portion of his Compensation for such Deferral Year. Such writing shall
set forth the amount of such Compensation Deferral (in whole percentage
amounts). Such election shall continue in effect for all subsequent Deferral
Years unless it is canceled or modified as provided below.
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(b) Compensation Deferrals shall be withheld from each payment of
Compensation by the Funds to the Director based upon the percentage amount
elected by the Director under Section 3.1(a) hereof.
(c) The Director may cancel or modify the amount of his
Compensation Deferrals on a prospective basis by submitting to the Presidents of
the Funds a revised Compensation Deferral election form. Such change will be
effective as of the first day of the Deferral Year following the date such
revision is submitted to the Presidents of the Funds.
3.2 Valuation of Deferral Account.
(a) Each Fund shall establish a bookkeeping Deferral Account to
which will be credited an amount equal to the Director's Compensation Deferrals
under this Agreement made with respect to Compensation earned from each such
Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the
first business day following the date such Compensation Deferrals are withheld
from the Director's Compensation. As of the date of this Agreement, the Deferral
Accounts also shall be credited with the amounts credited to the Director under
each other outstanding elective deferred compensation agreement entered into by
and between the Funds and the Director which is superseded by this Agreement
pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to
reflect any distributions from such Accounts. Such debits shall be allocated to
the Deferral Accounts as of the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Accounts are invested in the manner set forth
under Section 3.3, below) attributable to the period following the next
preceding Valuation Date shall be credited to and/or deducted from the
Director's Deferral Accounts.
3.3 Investment of Deferral Account Balances.
(a) (1) The Director may select, from various options made
available by the Funds, the investment media in which all or part of his
Deferral Accounts shall be deemed to be invested.
(2) The Director shall make an investment designation on a form
provided by the Presidents of the Funds which shall remain effective until
another valid direction has been made by the Director as herein provided. The
Director may amend his investment designation by giving written direction to the
Presidents of the Funds in such manner and at such time as the Funds may permit,
but no less frequently than quarterly on thirty (30) days' notice prior to the
end of a calendar quarter. A timely change to a Director's investment
designation shall become effective as soon as practicable following receipt by
the Presidents of the Funds.
(3) The investment media deemed to be made available to the
Director, and any limitation on the maximum or minimum percentages of the
Director's Deferral Accounts that may be invested any particular medium, shall
be the same as from time-to-time communicated to the Director by the Presidents
of the Funds.
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(b) Except as provided below, the Director's Deferral Accounts
shall be deemed to be invested in accordance with his investment designations,
provided such designations conform to the provisions of this Section. If -
(1) the Director does not furnish the Presidents of the Funds
with complete, written investment instructions, or
(2) the written investment instructions from the Director are
unclear, then the Director's election to make Compensation Deferrals hereunder
shall be held in abeyance and have no force or effect until such time as the
Director shall provide the Presidents of the Funds with complete investment
instructions. Notwithstanding the above, the Boards of Directors, in their sole
discretion, may disregard the Director's election and determine that all
Compensation Deferrals shall be deemed to be invested in a fund determined by
the Boards of Directors. In the event that any fund under which any portion of
the Director's Deferral Accounts is deemed to be invested ceases to exist, such
portion of the Deferral Accounts thereafter shall be held in the successor to
such fund, subject to subsequent deemed investment elections.
The Funds shall provide an annual statement to the Director showing
such information as is appropriate, including the aggregate amount in the
Deferral Accounts, as of a reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNTS
4.1 Payment Date and Methods.
(a) Designation of Date. Each deferral direction given pursuant to
Section 3.1 shall include designation of the Payment Date for the value of the
amount deferred. Such Payment Date shall be the first day of any calendar
quarter, subject to the limitation set forth in paragraph 4.1(c).
(b) Extension Date. At least one year before the Payment Date
initially designated pursuant to paragraph 4.1(a) above, the Participant may
irrevocably elect to extend such Payment Date to the first day of any calendar
quarter, subject to the limitation set forth in paragraph 4.1(c).
(c) Limitation. The Director shall select a Payment Date (or
extended Payment Date) that is no sooner than the earlier of (i) the January 1
that follows the second anniversary of the Participant's deferral election made
pursuant to paragraph 4.1(a) or (b) or (ii) the January 1 of the year after the
Participant's Retirement.
(d) Methods of Payment. Distributions from the Director's Deferral
Accounts shall be paid in cash in a single sum unless the Participant elects, at
the time a Payment Date is selected pursuant to paragraph 4.1(a) or 4.1(b), to
receive the amount payable in generally equal quarterly installments over a
period not to exceed ten (10) years. In addition, at least one year before the
Payment Date, a Director may change the method of payment previously selected.
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(e) Irrevocability. Except as provided in paragraphs 4.1(b) and
4.1(d), a designation of a Payment Date and an election of installment payments
shall be irrevocable; provided, however, that payment shall be made or begin on
a different date as follows:
(1) Upon the Director's death, payment shall be made in
accordance with Section 4.2,
(2) Upon the Director's ceasing to serve as a director of all
of the Funds for reasons other than death or Retirement, payment shall be made
or begin within three months after the end of the calendar year in which such
termination occurs in accordance with the method elected by the Director
pursuant to paragraph 4.1(d) provided the designation of such method had been
made at least one year before such termination occurred, except that the Boards
of Directors, in their sole discretion, may accelerate the distribution of such
Deferral Accounts,
(3) Upon termination of this Agreement, payment shall be made
in accordance with Section 5.2, and
(4) In the event of the liquidation, dissolution or winding up
of a Fund or the distribution of all or substantially all of a Fund's assets and
property relating to one or more series of its shares to the shareholders of
such series (for this purpose a sale, conveyance or transfer of a Fund's assets
to a trust, partnership, association or 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 Fund shall not be deemed
a termination of the Fund or such a distribution), all unpaid balances of the
Deferral Accounts related to such Fund as of the effective date thereof shall be
paid in a lump sum on such effective date.
4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the
death of the Director prior to the commencement of the distribution of the
amounts credited to his Deferral Accounts, the balance of such Accounts shall be
distributed to his Beneficiary in accordance with the method of payment selected
pursuant to paragraph 4.1(d), commencing as soon as practicable after the
Director's death. In the event of the death of the Director after the
commencement of such distribution, but prior to the complete distribution of his
Deferral Accounts, the balance of the amounts credited to his Deferral Accounts
shall be distributed to his Beneficiary over the remaining period during which
such amounts were distributable to the Director under Section 4.1 hereof.
Notwithstanding the above, the Boards of Directors, in their sole discretion,
may accelerate the distribution of the Deferral Accounts.
4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the
Director's Beneficiary shall be the person or persons so designated by the
Director in a written instrument submitted to the Presidents of the Funds. In
the event the Director fails to properly designate a Beneficiary, his
Beneficiary shall be the person or persons in the first of the following classes
of successive preference Beneficiaries surviving at the death of the Director:
the Director's (1) surviving spouse or (2) estate.
4.4 Payments Due Missing Persons. The Funds shall make a reasonable
effort to locate all persons entitled to benefits under this Agreement. However,
notwithstanding any provisions of this Agreement to the contrary, if, after a
period of five (5) years from the date such
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benefit shall be due, any such persons entitled to benefits have not been
located, their rights under this Agreement shall stand suspended. Before this
provision becomes operative, the Funds shall send a certified letter to all such
persons to their last known address advising them that their benefits under this
Agreement shall be suspended. Any such suspended amounts shall be held by the
Funds for a period of three (3) additional years (or a total of eight (8) years
from the time the benefits first become payable) and thereafter, if unclaimed,
such amounts shall be forfeited.
5. AMENDMENTS AND TERMINATION
5.1 Amendments.
(a) The Funds and the Director may, by a written instrument signed
by, or on behalf of, such parties, amend this Agreement at any time and in any
manner.
(b) The Funds reserve the right to amend, in whole or in part, and
in any manner, any or all of the provisions of this Agreement by action of their
Boards of Directors for the purposes of complying with any provision of the Code
or any other technical or legal requirements, provided that:
(1) No such amendment shall make it possible for any part of
the Director's Deferral Accounts to be used for, or diverted to, purposes other
than for the exclusive benefit of the Director or his Beneficiaries, except to
the extent otherwise provided in this Agreement; and
(2) No such amendment may reduce the amount of the Director's
Deferral Accounts as of the effective date of such amendment.
5.2 Termination. The Director and the Funds may, by written instrument
signed by, or on behalf of, such parties, terminate this Agreement at any time.
In the event of the termination of this Agreement, the Boards of Directors, in
their sole discretion, may choose to pay out the Director's Deferral Accounts
prior to the designated Payment Dates. Otherwise, following a termination of
this Agreement, such Accounts shall continue to be maintained in accordance with
the provisions of this Agreement until the time they are paid out.
6. MISCELLANEOUS.
6.1 Rights of Creditors.
(a) This Agreement is unfunded. Neither the Director nor any other
persons shall have any interest in any specific asset or assets of the Funds by
reason of any Deferral Accounts hereunder, nor any rights to receive
distribution of his Deferral Accounts except and as to the extent expressly
provided hereunder. The Funds shall not be required to purchase, hold or dispose
of any investments pursuant to this Agreement; however, if in order to cover
their obligations hereunder the Funds elect to purchase any investments the same
shall continue for all purposes to be a part of the general assets and property
of the Funds, subject to the claims of their general creditors and no person
other than the Funds shall by virtue of the provisions of this Agreement have
any interest in such assets other than an interest as a general creditor.
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(b) The rights of the Director and the Beneficiaries to the amounts
held in the Deferral Accounts are unsecured and shall be subject to the
creditors of the Funds. With respect to the payment of amounts held under the
Deferral Accounts, the Director and his Beneficiaries have the status of
unsecured creditors of the Funds. This Agreement is executed on behalf of the
Funds by an officer, or other representative, of the Funds as such and not
individually. Any obligation of the Funds hereunder shall be an unsecured
obligation of the Funds and not of any other person.
6.2 Agents. The Funds may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as it deems necessary
to perform their duties under this Agreement. The Funds shall bear the cost of
such services and all other expenses they incur in connection with the
administration of this Agreement.
6.3 Liability and Indemnification. Except for their own gross
negligence, willful misconduct or willful breach of the terms of this Agreement,
the Funds shall be indemnified and held harmless by the Director against
liability or losses occurring by reason of any act or omission of the Funds or
any other person.
6.4 Incapacity. If the Funds shall receive evidence satisfactory to
them that the Director or any Beneficiary entitled to receive any benefit under
the Agreement is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to receive such benefit and to give a valid
release therefor, and that another person or an institution is then maintaining
or has custody of the Director or Beneficiary and that no guardian, committee or
other representative of the estate of the Director or Beneficiary shall have
been duly appointed, the Funds may make payment of such benefit otherwise
payable to the Director or Beneficiary to such other person or institution,
including a custodian under a Uniform Gifts to Minors Act, or corresponding
legislation (who shall be an adult, a guardian of the minor or a trust company),
and the release of such other person or institution shall be a valid and
complete discharge for the payment of such benefit.
6.5 Cooperation of Parties. All parties to this Agreement and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Agreement or any of its provisions.
6.6 Governing Law. This Agreement is made and entered into in the State
of Texas and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of Texas.
6.7 Nonguarantee of Directorship. Nothing contained in this Agreement
shall be construed as a contract or guarantee of the right of the Director to
be, or remain as, a director of any of the Funds or to receive any, or any
particular rate of, Compensation from any of the Funds.
6.8 Counsel. The Funds may consult with legal counsel with respect to
the meaning or construction of this Agreement, their obligations or duties
hereunder or with respect to any action or proceeding or any question of law,
and they shall be fully protected with respect to any action taken or omitted by
them in good faith pursuant to the advice of legal counsel.
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6.9 Spendthrift Provision. The Director's and Beneficiaries' interests
in the Deferral Accounts may not be anticipated, sold, encumbered, pledged,
mortgaged, charged, transferred, alienated, assigned nor become subject to
execution, garnishment or attachment and any attempt to do so by any person
shall render the Deferral Accounts immediately forfeitable.
6.10 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service providing for a signed
return receipt, addressed to the Director at the home address set forth in the
Funds' records and to the Funds at the address set forth on the first page of
this Agreement, provided that all notices to the Funds shall be directed to the
attention of the Presidents of the Funds or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
6.11 Entire Agreement. This Agreement contains the entire understanding
between the Funds and the Director with respect to the payment of non-qualified
elective deferred compensation by the Fund to the Director. Effective as of the
date hereof, this Agreement replaces, and supersedes, all other non-qualified
elective deferred compensation agreements by and between the Director and the
Funds.
6.12 Interpretation of Agreement. Interpretations of, and
determinations (including factual determinations) related to, this Agreement
made by the Funds in good faith, including any determinations of the amounts of
the Deferral Accounts, shall be conclusive and binding upon all parties; and the
Funds shall not incur any liability to the 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.
6.13 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Funds and their successors and assigns and to
the Director and his heirs, executors, administrators and personal
representatives.
6.14 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.
6.15 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
The Funds
By:
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Witness Name:
Title:
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Witness Director
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DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation agreement (the
"Agreement") dated as of ________________________ by and between the undersigned
and the AIM Funds, I hereby make the following elections:
Deferral of Compensation
Starting with Compensation to be paid to me with respect to
services provided by me to the AIM Funds after the date this election Form is
received by the AIM Funds, I hereby elect that ______ percent (_____%) of my
Compensation (as defined under the Agreement) be reduced and that the Fund
establish a bookkeeping account credited with amounts equal to the amount so
reduced (the "Deferral Account"). The Deferral Account shall be further credited
with income equivalents as provided under the Agreement. I understand that this
election will remain in effect with respect to Compensation I earn in subsequent
years unless I modify or revoke it. I further understand that such modification
or revocation will be effective only prospectively and will apply commencing
with the Compensation I earn in the calendar year that begins after the change
is received by you.
Payment Date
I hereby designate ________ 1 (select the first month in any
calendar quarter) in the year ______ (select a year that is at least two years
after the year this election is made) as the Payment Date for the amounts
credited to my Deferral Account pursuant to the election made above. If my
Retirement (as defined in the Agreement) occurs sooner, I [ ] do [ ] do not
(check the appropriate box) want payment of such amounts to commence effective
the January 1 following my Retirement. I understand that amounts credited to my
Deferral Account may be paid to me prior to the Payment Date as provided in the
Agreement.
Payment Method
I hereby elect to receive the amounts credited to my Deferral
Account in (check one)
[ ] a single payment in cash
[ ] annual installments for a period of ____ (select no more than 10 years)
beginning within 30 days following the payment date selected above.
I understand that the amounts credited to my Deferral Account
shall remain the general assets of the AIM Funds and that, with respect to the
payment of such amounts, I am merely a general creditor of the AIM Funds. I may
not sell, encumber, pledge, assign or otherwise alienate the amounts credited to
my Deferral Account.
I hereby agree that the terms of the Agreement are
incorporated herein and are made a part hereof. Dated as of the day and year
first above written.
WITNESS: DIRECTOR:
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WITNESS: RECEIVED:
AIM Funds
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By:
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Date:
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DEFERRED COMPENSATION AGREEMENT
INVESTMENT DIRECTION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") by and between the undersigned and the AIM Funds, I hereby elect
that my Deferral Account under the Agreement be considered to be invested as
follows (in multiples of 10%):
NAME OF FUND %
------------ ---
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
I acknowledge that I may amend this Investment Agreement in
the manner, and at such time, as permitted under the Agreement. Furthermore, I
acknowledge that, pursuant to Section 3.3(b) of the Agreement, the Fund has
reserved the right to disregard the elections made above to consider my Deferral
Account to be deemed to be invested in a fund of its choosing.
WITNESS: DIRECTOR:
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WITNESS: RECEIVED:
------------------------- AIM Funds
By:
---------------------------
Date:
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DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") by and between the undersigned and the AIM Funds, I hereby make the
following beneficiary designations:
I. Primary Beneficiary
I hereby appoint the following as my Primary Beneficiary(ies)
to receive at my death the amounts credited to my Deferral Account under the
Agreement. In the event I am survived by more than one Primary Beneficiary, such
Primary Beneficiaries shall share equally in such amounts unless I indicate
otherwise on an attachment to this form:
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Name Relationship
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Address
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City State Zip
II. Secondary Beneficiary
In the event I am not survived by any Primary Beneficiary, I
hereby appoint the following as Secondary Beneficiary(ies) to receive death
benefits under the Agreement. In the event I am survived by more than one
Secondary Beneficiary, such Secondary Beneficiaries shall share equally unless I
indicate otherwise on an attachment to this form:
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Name Relationship
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Address
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City State Zip
I understand that I may revoke or amend the above designations
at any time. I further understand that if I am not survived by a Primary or
Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement.
WITNESS: DIRECTOR:
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WITNESS: RECEIVED:
------------------------- AIM Funds
By:
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Date:
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PAYMENT DATE ELECTION FORM
FOR PREVIOUSLY DEFERRED COMPENSATION
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation agreement (the
"Agreement") by and between the undersigned and the AIM Funds, pursuant to which
I have previously elected to defer Compensation,
Payment Date Change:
I hereby designate ________ 1 (select the first month in any
calendar quarter) in the year ______ (select a year that is at least two years
after the year this election is made) as the Payment Date for the amounts
previously credited to my Deferral Account and amounts subsequently credited
thereto. If my Retirement (as defined in the Agreement) occurs sooner, I [ ] do
[ ] do not (check the appropriate box) want payment of such amounts to commence
effective the January 1 following my Retirement. I understand that amounts
credited to my Deferral Account may be paid to me prior to the Payment Date as
provided in the Agreement.
Payment Method Change
I hereby elect to receive the amounts credited to my Deferral
Account in (check one)
[ ] a single payment in cash
[ ] annual installments for a period of ____ (select no more than 10 years)
I understand that this change in payment method will not be
given effect unless my Payment Date is at least one year from the date hereof
and I do not cease to be a Director within such year.
I understand that I may amend this designation in the manner,
and at such time, as permitted under the Agreement.
WITNESS: DIRECTOR:
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WITNESS: RECEIVED:
------------------------- AIM Funds
By:
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Date:
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DEFERRED COMPENSATION AGREEMENT
SUMMARY
Your Deferred Compensation Agreement (the "Agreement") allows
you to defer some or all of your annual trustee's fees otherwise payable by the
Funds. Deferred fees are deemed invested in certain mutual funds selected by
you. The deferral is pre-tax, and the deferred amount and the credited gains,
losses and income are not subject to tax until paid out to you.
Your deferrals (and investment experience) are posted to a
bookkeeping account maintained by the Funds in your name. In order for you to
enjoy the tax deferral, the payments due under the Agreement will be paid from
the Funds' general assets, and you are considered a general unsecured creditor
of the Funds; you may not transfer your right to receive payments under the
Agreement to any other person, nor may you pledge that right to secure any debt
or other obligation; finally, an election to defer must be made in writing
before the first day of the calendar year for which the fees are earned (the
"Election Date") and elections can be changed only prospectively, effective for
the next calendar year.
An important change has been made to your Agreement to give
you greater flexibility to select the time and method of payment of amounts that
you defer: for amounts previously deferred and for future elections you now
designate a specific Payment Date and payment method which generally may be
changed with at least one year's advance notice.
PAYMENT DATE ELECTION
Deferred fees (and the income, gains and losses credited
during the deferral period) generally will be paid out as elected by you in
installments or a single sum in cash within 30 days of the Payment Date elected.
(For payments in connection with your termination of service as a trustee, see
below.)
Deferrals must be for a minimum two year period (unless your
retirement date under the Retirement Plan is earlier). Thus, the Payment Date
may be the first day of any calendar quarter that follows the second anniversary
of the applicable Election Date or your retirement date. Thus, fees previously
deferred and fees payable for the calendar year beginning January 1, 1997 may be
deferred to the first day of any calendar quarter in any year from 1999.
EXTENDING A PAYMENT DATE
At least one year prior to any Payment Date, you may extend
that Date, provided that the additional period of deferral is at least two
years. You may make this change in Payment Date only once.
PAYMENT METHOD
The value of your deferrals (based on your election as to how
your deferral account is to be considered invested) will be paid in cash, in one
lump sum or in annual
installments (over a period not to exceed 10 years) as you select at the time
you select your Payment Date. You may change this election, but the change will
not be given effect unless it is made at least one year before your Payment Date
or your ceasing to be a trustee (whichever occurs first). This one year
requirement is waived in the case of your death (see Termination of Service,
below).
TERMINATION OF SERVICE
Upon your death, your account under the Agreement will be paid
out as elected by you in installments or in a single sum in cash as soon as
practicable. Payment will be made to your designated Beneficiary or
Beneficiaries or to your estate if there is no surviving Beneficiary.
Upon termination of your service as trustee for any reason
other than death or your retirement (as defined in the Retirement Plan), your
account will be paid to you as a single sum (or in installments if you had
timely elected that method) in cash within three months following the end of the
fiscal year in which you terminate, regardless of the Payment Dates you elected.
As revised
September 26, 2002
APPENDIX A
For the purposes of the Deferred Compensation Agreement "AIM Funds"
shall mean each of the regulated investment companies constituting classes or
series of shares of the following entities:
AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.
