EXHIBIT f(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
--------------------------------
By:
--------------------------
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:
---------------------------
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.
