XXXXXXXXXXX FUNDS
DEFERRED COMPENSATION AGREEMENT
AGREEMENT, made on this __ day of _______________, by and between the
registered management investment companies listed on Schedule A attached
hereto and made a part hereof, each of which has its principal offices at Xxx
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 or 000 Xxxxxx Xxxx, Xxxxxxxxx, XX
00000, as the case may be, (each a "Fund" and collectively, the "Funds") and
_____________________________ (the "Director") residing at
--------------------------------.
WHEREAS, (i) the Director is currently serving as a Director of the
Funds and is receiving compensation for his or her services as such, or (ii)
the Funds and the Director have entered into an agreement pursuant to which
the Director will serve as a director of the Funds; and
WHEREAS, the Funds and the Director desire to enter into an agreement
whereby the Funds will provide to the Director a vehicle under which the
Director can defer receipt of all or a portion the fees payable by the Funds.
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) "Board of Directors" shall mean the Board 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 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 Account" shall mean the account maintained to
reflect the Director's Compensation Deferrals made pursuant
to Section 3 hereof 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.
(i) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which a Fund makes a
valuation of the Deferral Account.
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 the "Trustee" and "General Partner"
and "Board of Directors" shall also refer to "Board of Trustees"
and "General Partners".
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.
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 President or Secretary of
the 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 President or
Secretary of the Funds.
2.2 Termination of Deferrals. The Director shall not be eligible to
make Compensation Deferrals with respect to a Fund or Funds after the
earliest of the following dates:
(a) The date on which he ceases to serve as a Director of that
Fund or 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.
(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
President or Secretary of the Fund 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 President or Secretary of the
Fund.
3.2 Valuation of Deferral Account.
(a) The Funds shall establish a bookkeeping Deferral Account to
which will be credited an amount equal to the Director's
Compensation Deferrals under this Agreement. Compensation
Deferrals shall be allocated to the Deferral Account 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 Account also
shall be credited with the amount credited to the Director
under each other outstanding elective deferred compensation
agreement entered into by and between the Fund and the
Director which is superseded by the Agreement pursuant to
Section 6.11 hereof. The Deferral Account shall be debited
to reflect any distributions from such Account. Such
debits shall be allocated to the Deferral Account as of the
date such distributions are made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Account is 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 Account.
3.3 Investment of Deferral Account Balance.
(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 Account shall be deemed to be
invested.
(2) The Director shall make an investment designation on a form provided by
the President or Secretary of the Fund which shall remain
effective until another valid direction has been made by
the Director as herein provided. The Director may amend
his investment designation as of the end of each calendar
quarter by giving written direction to the President or
Secretary of the Fund at least [30] days prior to the end
of such calendar quarter. A timely change to a Director's
investment designation shall become effective on the first
day of the calendar quarter following receipt by the
President of the Fund.
(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 Account that may be invested any
particular medium, shall be the same as from time,,to,,time
communicated to the Director by the President or Secretary
of the Fund.
(b) Except as provided below, the Director's Deferral Account shall be
deemed to be invested in accordance with his investment
designations, provided such designations conform to the
provisions of the Section. If -
(1) the Director does not furnish the President of the Fund with written
investment instructions,
(2) the written investment instructions from the Director are unclear, or
(3) less than all of the Director's Deferral Account is covered by such
written investment instructions,
then the Director's Deferral Account shall be deemed to be
invested in the
_________________________________ Fund made available for
deemed investment hereunder until such time as the Director
shall provide the President of the Fund with complete
investment instructions. Notwithstanding the above, the
Board of Directors, in its sole discretion, may disregard
the Director's election and determine that all Compensation
Deferrals shall be deemed to be invested in the
________________________________ Fund.
The Fund shall provide an annual statement to the Director
showing such information as is appropriate, including the
aggregate amount in the Deferral Account, as of a
reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNT.
4.1 In General. Distributions from the Director's Deferral Account
shall be paid in cash, in generally equal annual installments
over a period of five (5) years beginning on the earlier to occur
of (a) the Director attaining the age of 72 years; or (b) the
date the Director actually retires or becomes disabled, except
that the Board of Directors, in its sole discretion, may
accelerate or extend the distribution of such Deferral Account.
Notwithstanding the foregoing, in the event of the liquidation,
dissolution or winding up of any Fund or the distribution of all
or substantially all of any 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 the
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
amounts in the Deferral Account 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 Account. Upon
the death of the
Director prior to the commencement of the distribution of the
amounts credited to his Deferral Account, the balance of such
Account shall be distributed to his Beneficiary in a lump sum 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 Account, the balance of the amounts credited to his
Deferral Account 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 Board of Directors, in its sole discretion, may
accelerate or extend the distribution of the Deferral Account.
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 President or Secretary of the Fund. 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
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 Fund
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 Fund 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 both
such parties, amend this Agreement at any time and in any
manner provided that no such amendment may accelerate the
distribution from the Director's Deferral Account of
amounts previously deferred.
(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 respective 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 Account 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
Account as of the effective date of such amendment.
5.2 Termination. The Director and the Funds may, by written instrument
signed by all such parties, terminate this Agreement at any
time. The rights of the Director to his Deferral Account shall
become payable as of the Valuation Date next following the
effective date of the termination of this Agreement.
6. MISCELLANEOUS
6.1 Rights of Creditors.
(a) This Agreement is unfunded and is not creating a Trust.
Neither the Director not any other persons shall have any
interest in any specific asset or assets of any Fund by
reason of any Deferral Account hereunder, nor any rights to
receive distribution of his Deferral Account 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 its obligation hereunder a Fund elects to
purchase any investments the same shall continue for all
purposes to be a part of the general assets and property
that Fund, subject to the claims of its general creditors
and no person other than that Fund shall be virtue of the
provisions of this Agreement have any interest in such
assets other than an interest as a general creditor.
(b) The rights of the Director and the Beneficiaries to the
amounts held in the
Deferral Account are unsecured and shall be subject to the
claims of creditors of the Funds. With respect to the
payment of amounts held under the Deferral Account, 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 of the Fund as such and
not individually. Any obligation of the Fund hereunder
shall be an unsecured obligation of the Fund 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 they deem necessary to perform their duties under
this Agreement. The Funds shall bear the cost of such services
and all other expenses incurred in connection with the
administration of this Agreement.
6.3 Liability and Indemnification. Except for its 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 be 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 New York and all matters concerning its validity,
construction and administration shall be governed by the laws of
the State of New York.
6.7 No guarantee 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 Fund
or to receive any, or any particular rate of, Compensation from
any Fund.
6.8 Counsel. The Funds may consult with legal counsel with respect
to the meaning or construction of the Agreement, their respective
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 it in
good faith pursuant to the advice of legal counsel.
6.9 Spendthrift Provision. The Director's and Beneficiaries' interests in
the Deferral Account 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 Amount
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 Fund shall be directed to the attention of the
President or Secretary of the Fund 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 Funds 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 related to, this Agreement made by the Funds in
good faith, including any determinations of the amounts of the
Deferral Account, shall be conclusive and binding upon all
parties; and the Fund 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 respective
successors and assigns and to the Director and his or her 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.
6.16 Disclaimer of Shareholder and Director Liability. The Director
understands and agrees that the obligation of the Funds under
this Agreement are not binding upon any Director, Trustee,
General Partner or Shareholder of the Fund personally, but bind
only the Fund and the Fund's property. If any of the Funds is a
Massachusetts business trust, the Director represents that he or
she has notice of the provisions of such Fund's or Funds'
Declaration of Trust disclaiming shareholder liability for acts
or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Quest/Rochester Xxxxxxxxxxx Funds
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Xxxxxxxxxxx Convertible Securities Fund (Bond Fund Series)
Xxxxxxxxxxx XxxXxx Fund
Xxxxxxxxxxx Quest Balanced Value Fund (Xxxxxxxxxxx Quest for Value Funds)
Xxxxxxxxxxx Quest Capital Value Fund, Inc.
Xxxxxxxxxxx Quest Global Value Fund, Inc.
Xxxxxxxxxxx Quest Opportunity Value Fund (Xxxxxxxxxxx Quest for Value Funds)
Xxxxxxxxxxx Quest Small Cap Value Fund (Xxxxxxxxxxx Quest for Value Funds)
Xxxxxxxxxxx Quest Value Fund, Inc.
Rochester Fund Municipals
By: ______________________________________
--------------------------------------
Xxxxxx X. Xxxxxxx, Secretary Director
-------------------------------- --------------------------------
Witness Witness
-------------------------------- --------------------------------
(Print Name) (Print Name)
XXXXXXXXXXX FUNDS
DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: President or Secretary of the management investment companies
listed on Schedule A attached hereto
FROM:
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the
management investment companies listed on Schedule A attached hereto 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 held in 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:
Name Relationship
Address
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:
Name Relationship
Address
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 any Primary or
Secondary Beneficiary, my Beneficiary shall be as set forth under the
Agreement.
WITNESS: DIRECTOR:
WITNESS: RECEIVED BY:
Date: _______________
XXXXXXXXXXX FUNDS
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: President or Secretary of the registered management investment
companies listed on Schedule A attached hereto (collectively, the
"Funds")
FROM:
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the
Funds, I hereby make the following election:
Deferral of Compensation
Starting with ____________________________________ and for each year
thereafter (unless subsequently amended by way of a new election form), I
hereby elect that _____________________ percent (_____ %) of my Compensation
from the Funds (as defined under the Agreement) be reduced and that the Funds
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 the amounts held in the Deferral Account shall remain
the general assets of the Funds and that, with respect to the payment of such
amounts, I am merely a general creditor of the Funds. I may not sell,
encumber, pledge, assign or otherwise alienate the amounts held under the
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:
WITNESS: RECEIVED BY:
Date: _________________
DEFERRED COMPENSATION AGREEMENT
INVESTMENT DIRECTION FORM
TO: President or Secretary of the management investment companies
listed on Schedule A attached hereto
FROM:
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the
management investment companies listed on Schedule A attached hereto I hereby
elect that my Deferral Account under the Agreement be considered to be
invested as follows (in multiples of [25%]):
_______________________________ Fund _______________%
_______________________________ Fund _______________%
_______________________________ Fund _______________%
_______________________________ 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 Funds have
reserved the right to disregard the elections made above and to consider my
Deferral Account to be deemed to be invested in the
____________________________ Fund.
WITNESS: DIRECTOR:
WITNESS: RECEIVED BY:
Date: _______________
