MASTER FORM OF DEFERRED COMPENSATION AGREEMENT
AGREEMENT, made on this day of , 200 , by and
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between each of the parties listed on Exhibit A hereof for which a box is
checked on Exhibit A, each a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act") having its principal offices at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (each a "Fund"), and
, as an "Eligible Director/Trustee," as defined
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below (the "Eligible Director/Trustee") residing at .
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WHEREAS, each Fund has selected the Eligible Director/Trustee to serve as a
director for the Board of Directors of such Fund, and the Eligible
Director/Trustee has agreed to serve in such capacity; and
WHEREAS, each Fund and the Eligible Director/Trustee desire to enter into
an agreement whereby the Fund will provide to the Eligible Director/Trustee a
vehicle under which the Eligible Director/Trustee can defer receipt of
directors' fees payable by the Fund; and
WHEREAS, each Fund, if any, listed on Exhibit B hereof for which a box is
checked on Exhibit B has previously entered into an agreement with the Eligible
Director/Trustee (the "Prior Agreement"), dated , 2001, whereby the
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Fund has provided to the Eligible Director/Trustee a vehicle under which the
Eligible Director/Trustee has deferred receipt of directors' fees payable by the
Fund; and
WHEREAS, each Fund listed on Exhibit B hereof for which a box is checked on
Exhibit B and the Eligible Director/Trustee both desire that this Agreement
amend and restate the Prior Agreement with respect to such Fund, as appropriate;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, each Fund and the Eligible Director/Trustee hereby
agree as follows:
1. DEFINITIONS 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 to receive benefits after the death of the Eligible
Director/Trustee.
(b) "Board of Directors/Trustees" shall mean the Board of Directors or
the Board of Trustees, as the case may be, for each Fund.
(c) "Change in Control" shall mean a change in "control" as defined in
Section 2(a)(9) of the 1940 Act and the regulations thereunder.
(d) "Closed-End Funds" shall mean any Fund listed under the heading
"Closed-End Funds" on Exhibit A for which a box is checked on Exhibit A hereof,
each a registered closed-end investment company under the 1940 Act.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(f) "Compensation" shall mean the amount of directors/trustees' fees
paid by a Fund to the Eligible Director/Trustee during a Deferral Year
(including retainer and meeting fees) prior to reduction for Compensation
Deferrals made under this Agreement.
(g) "Compensation Deferral" shall mean the amount or amounts of the
Eligible Director/Trustee's Compensation from a Fund deferred under the
provisions of Section 3 of this Agreement.
(h) "Deferral Account" shall mean, with respect to each Fund, the
account maintained to reflect the Eligible Director/Trustee's Compensation
Deferral from such Fund made pursuant to Section 3 and any other credits or
debits thereto; provided, however, that an Eligible Director/Trustee's Deferral
Account established pursuant to a Prior Agreement shall continue under this
Agreement.
(i) "Deferral Year" shall mean each calendar year, and, for the
calendar year of the effective date of this Agreement, the period beginning on
the effective date and ending on December 31 of the calendar year which contains
the effective date during which the Eligible Director/Trustee makes, or is
entitled to make, Compensation Deferrals under Section 3.
(j) "Eligible Director/Trustee" shall mean a member of the Board of
Directors/Trustees of a Fund, who is not an "interested person" of such Fund, as
such term is defined under Section 2(a)(19) of the 1940 Act.
(k) "Election Form" shall mean a deferral election form, acceptable to
the applicable Fund for use herewith, substantially in the form attached hereto
as Exhibit C.
(l) "Hardship and Unforeseeable Emergency" shall mean a severe
financial hardship to an Eligible Director/Trustee resulting from a sudden and
unexpected illness or accident of the Eligible Director/Trustee or a dependent
(within the meaning of Section 152(a) of the Code), of the Eligible
Director/Trustee, loss of the Eligible Director/Trustee's property due to
casualty, or other similar extraordinary and unforeseeable circumstances,
arising from events beyond the Eligible Director/Trustee's control. Whether
circumstances constitute a Hardship and Unforeseeable Emergency with respect to
a Fund depends on the facts of each case, as determined by the Fund, but in any
case does not include a hardship that may be relieved:
(i) through reimbursement or compensation by insurance or otherwise;
(ii) by liquidation of the Eligible Director/Trustee's assets to the
extent that liquidation itself would not cause such a severe
financial hardship; or
(iii) by ceasing to defer receipt of any compensation not yet earned.
The need to send an Eligible Director/Trustee's child to college and the desire
to purchase a home shall not constitute a Hardship and Unforeseeable Emergency.
(m) "Investment Options" shall mean any of the series of the Funds
that are listed on Schedule B to the Election Form attached hereto as Exhibit C.
(n) "Open-End Funds" shall mean any Fund listed under the heading
"Open-End Funds" on Exhibit A hereof for which a box is checked on Exhibit A,
each a registered open-end investment company under the 0000 Xxx.
(o) "Separation from Service" shall mean, with respect to a Fund, the
date on which the Eligible Director/Trustee ceases to be a member of the Board
of Directors or the Board of Trustees of the Fund.
(p) "Valuation Date" shall mean, for each Fund, the last business day
of each Deferral Year and any other day upon which the Fund makes a valuation of
the related Deferral Account. The day of a Change of Control shall also be a
Valuation Date.
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.
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1.3 Headings. The headings and subheadings 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 Eligible Director/Trustee
may elect, on an Election Form submitted to the President of a Fund, to commence
Compensation Deferrals with respect to such Fund under Section 3 for
compensation earned for the Deferral Year commencing coincident with or next
following the later of (i) the date this Agreement is executed by all the
parties hereto and (ii) the date such form is submitted to the President of the
Fund (the later of such two dates, the "Filing Date"). Notwithstanding the
foregoing, an Eligible Director/Trustee may make an election, no later than 30
days after having first become an Eligible Director/Trustee, to defer
compensation earned for the period commencing after the Filing Date. If the
Eligible Director/Trustee is deferring receipt of directors/trustees' fees
payable by a Fund pursuant to a Prior Agreement, such deferral shall continue
under this Agreement in the manner provided for in such Prior Agreement unless
and until the Eligible Director/Trustee submits an election form to such Fund
pursuant to Section 3.1, at which time this Agreement will amend and restate
such Prior Agreement.
2.2 Termination of Deferrals. The Eligible Director/Trustee shall not be
eligible to make Compensation Deferrals with respect to a Fund after the earlier
of the following dates:
(a) his Separation from Service for such Fund; or
(b) the effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS.
3.1 Compensation Deferral Elections.
(a) With respect to the first Deferral Year with respect to a Fund,
and, for each subsequent Deferral Year with respect to such Fund, prior to the
first day of such Deferral Year, the Eligible Director/Trustee may elect, on an
Election Form, to defer the receipt of all or a portion of the Compensation that
he is entitled to receive from such Fund during such Deferral Year. Such
Election Form shall allocate the amount of such Compensation Deferral in ten
percent (10%) increments for series of a Fund selected under Section 3.3 of this
Agreement. Such election shall continue in effect for all subsequent Deferral
Years unless it is cancelled or modified as provided below. The deferral of
Compensation from a Fund by an Eligible Director/Trustee pursuant to a Prior
Agreement shall continue under this Agreement and shall be deemed an election to
defer Compensation pursuant to this Section 3.1(a) unless the Eligible
Director/Trustee submits a revised Election Form to such Fund pursuant to the
terms of this Section 3.1. In the case of an election under a Prior Agreement
applicable to one or more Funds, after which the Eligible Director/Trustee is to
earn Compensation with respect to other Funds, then, unless the Eligible
Director/Trustee provides express notice to the contrary, it shall be assumed
that such election applies, and such election shall be applied, with respect to
all Funds.
(b) Effective as of the effective date of this Agreement, amounts
deferred under a Prior Agreement shall be subject to the terms of this Agreement
other than Section 4. Effective for distributions commencing (without regard
hereto) under a Prior Agreement at least 12 months after the effective date of
this Agreement, amounts deferred under a Prior Agreement shall be distributed as
set forth in Section 4 and not under the Prior Agreement (with distributions
commencing under a Prior Agreement within 12 months after the effective date of
this Agreement continuing to be made in accordance with the Prior Agreement).
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(c) The Compensation Deferral with respect to each Fund shall be
withheld from each payment of Compensation (with such payments to be made on a
quarterly basis and to include meeting fees due to the Eligible Director/Trustee
for meetings that occurred in the prior quarter) by the Fund to the Eligible
Director/Trustee based upon the election by the Eligible Director/Trustee under
Section 3.1(a).
(d) Subsequent to the effective date of this Agreement, the Eligible
Director/Trustee may elect to defer the receipt of the Compensation that he is
entitled to receive from any additional Fund by submitting to the President of
such Fund a revised Election Form, and upon the President of such Fund's
executing a form substantially in the form attached hereto as Exhibit A. Such
additional election will be effective as of the first day of the Deferral Year
following the date such Election Form is submitted to the President of the Fund.
(e) The Eligible Director/Trustee may cancel or modify his election
under this Section 3.1 to defer Compensation with respect to a Fund on a
prospective basis by submitting to the President of such Fund a revised Election
Form. Such change will be effective as of the first day of the Deferral Year
following the date such revised Election Form is submitted to the President of
the Fund.
(f) The Eligible Director/Trustee's Deferral Account with respect to a
Fund shall be a bookkeeping entry only, and, as further set forth in Section
6.1, a Fund shall not be required to, and shall not, fund such Deferral Account.
3.2 Valuation of Deferral Accounts.
(a) Each Fund from which an Eligible Director/Trustee elects to defer
Compensation pursuant to Section 3.1 hereto, shall establish a bookkeeping
Deferral Account to which will be credited an amount equal to the Eligible
Director/Trustee's Compensation Deferral with respect to that Fund under this
Agreement, and an amount, if any, equal to the value, as of the effective date
of this Agreement, of amounts deferred by the Eligible Director/Trustee with
respect to that Fund under any Prior Agreement (plus any return on such amounts
pursuant to such Prior Agreement(s)). The Compensation Deferral with respect to
a Fund shall be allocated to the related Deferral Account on the first business
day following the date such Compensation Deferral is withheld from the Eligible
Director/Trustee's Compensation from such Fund. The Deferral Account with
respect to a Fund shall be debited to reflect any distributions from that
Account as of the date such distribution is made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if a Deferral Account was 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 such Deferral Account.
3.3 Return on Deferral Account Balance.
(a) (i) For purposes of measuring the investment return on
Compensation Deferrals with respect to a Fund, the Eligible Director/Trustee may
elect on an Election Form to have the aggregate amount of his Compensation
Deferral from that Fund receive a hypothetical return applicable for these
purposes at a rate of return (positive or negative) equal to the rate of return
on shares of one or more of the classes of the series of the Funds that are
Investment Options, in each case assuming reinvestment of dividends and
distributions from such series, provided, however, that no more than four
Investment Options may be elected at any one time, and further provided, that
Compensation Deferrals shall be invested in increments of not less than ten
percent (10%) per Investment Option.
(ii) The Eligible Director/Trustee shall make a designation of
investment return with respect to a Deferral Account with
respect to a Fund on an Election Form which shall remain
effective until another valid designation with respect to
that Fund has been made by the Eligible Director/Trustee as
herein provided. The Eligible Director/Trustee may
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amend his designation of investment return with respect to
Compensation Deferral from any Fund as of the end of each
calendar quarter by giving written direction and a revised
Election Form to the President of that Fund at least 30 days
prior to the end of such calendar quarter. A timely change
to a Eligible Director/Trustee's designation of investment
return with respect to that Fund shall become effective on
the first day of the calendar quarter following receipt by
the President of the Fund.
(iii) The President of a Fund in his sole discretion may change
or add to the investment alternatives which may be
designated by the Eligible Director/Trustee under this
Section 3.3(a). Such designation by the Eligible
Director/Trustee is not binding on the President of the Fund
but is expected to be followed at all times.
(b) Except as provided below, the Eligible Director/Trustee's Deferral
Account with respect to a Fund shall receive returns in accordance with his
investment designation for that Fund, provided such designation conforms to the
provisions of this Section. If
(i) the Eligible Director/Trustee does not furnish the President
of the Fund with a written designation on a completed
Election Form,
(ii) the written designation on a completed Election Form from
the Eligible Director/Trustee is unclear, or
(iii) less than all of the Eligible Director/Trustee's Deferral
Accounts are covered by such written designation,
then the Eligible Director/Trustee's Deferral Accounts with respect to the
affected Funds shall receive returns equal to the rate of return on shares of
the Funds designated by the President of each such Fund in his sole discretion
until such time as the Eligible Director/Trustee shall provide the President of
each such Fund with other instructions on a completed Election Form.
Each Fund shall provide an annual statement to the Eligible
Director/Trustee showing such information as is appropriate, including the
aggregate amount in the Deferral Account for such Fund, as of a reasonably
current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNT
4.1 In General.
(a) Upon electing to defer Compensation on an Election Form pursuant
to Section 3.1(a), the Eligible Director/Trustee shall also elect, on such
Election Form, whether amounts deferred pursuant to this Agreement shall be
distributed in:
(i) A single sum, or
(ii) Generally equal annual installments over a period of five
years.
(b) Such distributions shall commence within 90 days subsequent to the
Valuation Date coincident with or next following the Eligible Director/Trustee's
Separation from Service.
(c) The Eligible Director/Trustee may amend his election regarding the
distribution of amounts deferred pursuant to this Agreement (to an option set
forth in Section 4.1(a) not previously elected); provided that no such amendment
shall be effective unless such amendment is submitted to the
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President of the Fund not less than 12 months before distributions pursuant to
this Section 4.1 would otherwise commence.
(d) Notwithstanding the foregoing provisions of this Section 4.1, in
the event of a Change in Control of a Fund's investment adviser, or in the event
of the liquidation, dissolution or winding up of any Fund or the distribution of
all or substantially all of such 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 such Fund shall not be deemed a termination of such Fund or
such a distribution), all unpaid amounts in the Deferral Account attributable to
Compensation deferred from such Fund as of the effective date thereof shall be
paid in a single sum as soon as practicable and in no event more than 30 days
after such effective date.
4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the
death of the Eligible Director/Trustee prior to the completion of the
distribution of the amounts credited to his Deferral Account with respect to
each Fund, the balance of each such Account shall be distributed to his
Beneficiary in a single sum as soon as practicable after the Eligible
Director/Trustee's death.
4.3 Hardship and Unforeseeable Emergency. An Eligible Director/Trustee may
request at any time a withdrawal of part or all of the amount then credited to
his Deferral Account with respect to a Fund on account of Hardship and
Unforeseeable Emergency by submitting a written request to the Fund accompanied
by evidence that his financial condition constitutes a Hardship and
Unforeseeable Emergency. The Fund shall review the Eligible Director/Trustee's
request and determine the extent, if any, to which such request is justified.
Any such withdrawal shall be limited to an amount reasonably necessary to meet
the Hardship and Unforeseeable Emergency, but not more than the amount of
benefit to which the Eligible Director/Trustee would be entitled if his
employment were terminated.
4.4 Designation of Beneficiary. For the purposes of Section 4.2, the
Eligible Director/Trustee's Beneficiary with respect to a Fund shall be the
person or persons so designated by the Eligible Director/Trustee in a written
instrument in substantially the form attached hereto as Exhibit D submitted to
the President of the Fund. In the event the Eligible Director/Trustee 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 Eligible Director/Trustee, the Eligible
Director/Trustee's (i) surviving spouse or (ii) estate.
4.5 Payments Due Missing Persons. Each Fund 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 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, each 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 Funds for a period of three additional
years (or a total of eight 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) Each Fund and the Eligible Director/Trustee may, by a written
instrument signed by both such parties, amend this Agreement with respect to
such Fund at any time and in any manner.
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(b) Each Fund reserves the right to amend, in whole or in part, and in
any manner, any or all of the provisions of this Agreement with respect to such
Fund by action of its Board of Directors for the purposes of complying with any
provision of the Code or any other technical or legal requirements, provided
that:
(i) No such amendment shall make it possible for any part of any
of the Eligible Director/Trustee's Deferral Account with
respect to the Fund to be used for, or diverted to, purposes
other than for the exclusive benefit of the Eligible
Director/Trustee or his Beneficiaries, except to the extent
otherwise provided in this Agreement; and
(ii) No such amendment may reduce the amount of the Eligible
Director/Trustee's Deferral Account with respect to the Fund
as of the effective date of such amendment.
5.2 Termination. The Eligible Director/Trustee and a Fund may, by written
instrument signed by both such parties, terminate this Agreement at any time and
his or her Deferral Account with respect to such Fund 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; Funding.
(a) This Agreement is unfunded, and it is expressly understood and
agreed that this Agreement is not intended to be funded for purposes of the
Internal Revenue Code of 1986, as amended. Neither the Eligible Director/Trustee
nor any other person 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 with respect to a Fund except and to the
extent expressly provided hereunder. No Fund shall be required to purchase, hold
or dispose of any investments pursuant to this Agreement; however, if in order
to cover its obligations 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 of such Fund, subject to the claims of its general creditors and no
person other than the Fund shall by virtue of the provisions of this Agreement
have any interest in such assets other than an interest as an unsecured general
creditor.
(b) The rights of the Eligible Director/Trustee and the Beneficiaries
to the amounts held in a Deferral Account with respect to a Fund are unsecured
and shall be subject to the creditors of such Fund. With respect to the payment
of amounts held under a Deferral Account with respect to a Fund, the Eligible
Director/Trustee and his Beneficiaries have the status of unsecured creditors of
such Fund. This Agreement is executed on behalf of each Fund by an officer of
such Fund as such and not individually. Any obligation of a Fund hereunder shall
be an unsecured obligation of such Fund and not of any other person.
6.2 Agents. A Fund may employ agents and provide for such clerical, legal,
actuarial, accounting, advisory or other services as it deems necessary to
perform its duties under this Agreement. The Fund shall bear the cost of such
services and all other expenses it incurs in connection with the administration
of this Agreement.
6.3 Liability. To the maximum extent permitted by law, in no event shall
any Fund have any liability under or in connection with this Agreement to any
Eligible Director/Trustee, or beneficiary thereof, or successor or assign
thereof, for any liability or losses occurring by reason of any act or omission
of such Fund or any other person. Without limiting the generality of the
foregoing, nothing contained in this Agreement, and no action taken pursuant to
the provisions of this Agreement, shall create or be construed to create a trust
of any kind, or a fiduciary relationship between any Fund or its
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officers or directors, on the one hand, and the Eligible Director/Trustee, any
Fund or any other person or entity, on the other.
6.4 Incapacity. If a Fund shall receive evidence satisfactory to it that
the Eligible Director/Trustee 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 Eligible Director/Trustee or Beneficiary and
that no guardian, committee or other representative of the estate of the
Eligible Director/Trustee or Beneficiary shall have been duly appointed, the
Fund may make payment of such benefit otherwise payable to the Eligible
Director/Trustee 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 Non-guarantee of Directorship/Trusteeship. Nothing contained in this
Agreement shall be construed as a contract or guarantee of the right of the
Eligible Director/Trustee to be, or remain as, a director/trustee of a Fund or
to receive any, or any particular rate of, Compensation with respect to a Fund.
6.8 Counsel. A Fund may consult with legal counsel with respect to the
meaning or construction of this Agreement, its obligations or duties hereunder
or with respect to any action or proceeding or any question of law, and it 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 Eligible Director/Trustee's and
Beneficiaries' interest in the Deferral Account with respect to a Fund 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 such Deferral Account
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 Eligible Director/Trustee at the home address
set forth in the relevant Fund's records and to a Fund at the address set forth
on the first page of this Agreement, provided that all notices to a Fund shall
be directed to the attention of the President 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
its receipt.
6.11 Entire Agreement. This Agreement contains the entire understanding
between each Fund and the Eligible Director/Trustee with respect to the payment
of non-qualified elective deferred compensation by the Fund to the Eligible
Director/Trustee.
6.12 Interpretation of Agreement. Each Fund shall have the right to
interpret this Agreement, and all interpretations of, and determinations related
to, this Agreement made by each Fund, including any determinations of the
amounts of the Deferral Account, shall be conclusive and binding upon all
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parties; and the Fund shall not incur any liability to the Eligible
Director/Trustee for any such interpretation or determination so made or for any
other action taken by it in connection with this Agreement to the maximum extent
permitted by law.
6.13 Successor and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of, each Fund and its successors and assigns and to the
Eligible Director/Trustee 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
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Eligible Director/Trustee
Name:
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Exhibit A
PLEASE CHECK THE BOX FOR EACH FUND
FOR WHICH THE ELIGIBLE DIRECTOR/TRUSTEE IS DEFERRING COMPENSATION
[ ] Name of fund(s) to be inserted
THE PRESIDENT OF THE FUNDS SHOULD SIGN BELOW
ON BEHALF OF EACH OF THE FUNDS CHECKED ABOVE
By:
-------------------------
Name:
Title:
A-1
Exhibit B
PLEASE CHECK THE BOX FOR EACH FUND, IF ANY, FOR WHICH
THE ELIGIBLE DIRECTOR/TRUSTEE HAS PREVIOUSLY BEEN
DEFERRING COMPENSATION PURSUANT TO A PRIOR AGREEMENT
[ ] Name of fund(s) to be inserted
B-1
Exhibit C
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION AND RETURN DESIGNATION FORM
TO: President of each Fund listed on Schedule A hereof for which a box is
checked on Schedule A (each a "Fund")
FROM:
-----------------
DATE: ,
--------- -- ----
With respect to the Deferred Compensation Agreement (the "Agreement") dated
as of , 200_ by and between the undersigned and each Fund, I hereby
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make the following election, subject in all respects to the provisions of the
Agreement:
Deferral of Compensation
Commencing , , and for each year thereafter (unless
------- -- ----
subsequently amended by way of a new election form), I hereby elect that my
Compensation (as defined under the Agreement) from each Fund be deferred and
that each Fund establish a bookkeeping account credited with amounts equal to
the amount so deferred (each a "Deferral Account").
Further, I hereby elect that my Deferral Account for each Fund receive a
return as indicated on Schedule B hereof.
I understand that I may amend this return designation in the manner, and at
such time, as permitted under the Agreement. Furthermore, I acknowledge that,
pursuant to Section 3.3 of the Agreement, each Fund has reserved the right to
disregard the designation made above and to consider my Deferral Account for
such Fund to receive a return equal to the return on shares of such Fund as
determined by the President of the Fund.
I hereby elect that my distributions of amounts deferred under the
Agreement shall be as indicated on Schedule C hereof. I understand that I may
amend this distribution election in the manner, and at such time, as permitted
under the Agreement. I understand that the value of my Deferral Account may
decrease depending on the performance of the hypothetical investment returns
credited in respect of my Deferral Account from time to time. I further
understand and agree that neither the Funds nor any other party associated with
the Agreement shall be held liable for any decrease in the value of my Deferral
Account.
I understand that the obligations of each Fund under the Agreement
constitute mere promises to make payments as and to the extent required under
the Agreement. I further understand that the Deferral Account is a mere
bookkeeping entry, that any amounts held in respect of the Deferral Account with
respect to a Fund shall remain the general assets of such Fund and that, with
respect to the payment of such amounts, I am merely an unsecured general
creditor of such Fund. I may not sell, encumber, pledge, assign or otherwise
alienate the amounts held under any 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.
C-1
: ELIGIBLE DIRECTOR/TRUSTEE:
------------------------------
Name:
C-2
Schedule A
PLEASE CHECK THE BOX PLEASE INDICATE THE
FOR EACH FUND FOR WHICH PERCENTAGE OF
THE ELIGIBLE DIRECTOR/TRUSTEE COMPENSATION WHICH
IS DEFERRING COMPENSATION THE ELIGIBLE
DIRECTOR/TRUSTEE _
REQUESTS BE DEFERRED
[ ] Name of fund(s) to be inserted
----
C-3
Schedule B
PLEASE SELECT NO MORE THAN FOUR
(4) OF THE INVESTMENT OPTIONS SET
FORTH BELOW
FUND RATE OF RETURN
---- --------------
[ ] Name of fund(s) to be inserted [ ] at the rate of return equal to the rate
of return on shares of the following
investment companies, or at the rate of
return equal to the rate of return on
shares of the following classes and
series of investment companies, in each
case based on the percentages of the
value of my Deferral Account as
indicated opposite the name of the fund
shares or the classes and series of
shares listed below:
Percentage Deferred
(not less than 10%
per
Fund/Series Class portfolio or fund)
----------- ----- ------------------
A. Names of all eligible funds/portfolios to
be inserted
C-4
Schedule C
FUND METHOD OF DISTRIBUTION
---- ----------------------
[ ] Name of fund(s) to be inserted [ ] A single sum; or
[ ] generally equal annual installments
over five years
C-5
Exhibit D
DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: President of each Fund listed on Schedule A hereof for which a box is
checked on Schedule A (each a "Fund")
FROM:
---------------
DATE: ,
--------- -- -----
With respect to the Deferred Compensation Agreement (the "Agreement") dated
as of , 200 , by and between the undersigned and each Fund, 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 with respect to each Fund 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 Second 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
D-1
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.
ELIGIBLE DIRECTOR/TRUSTEE:
-----------------------------
Name:
-----------------------
D-2
Schedule A
PLEASE CHECK THE BOX FOR EACH FUND
FOR WHICH THE ELIGIBLE DIRECTOR/TRUSTEE IS DEFERRING COMPENSATION
[ ] Name of fund(s) to be inserted
D-3
