DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS
As Amended November 8th, 2000
The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors of the Funds who
are not interested directors thereof as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("Independent Directors").
1. ELIGIBILITY
Each Independent Director who has served as such on the boards of any of
the Funds and their predecessor and successor entities ("Eligible Service"), if
any, for an aggregate of at least five years at the time of his/her Service
Termination Date (as defined in paragraph 2) will be entitled to receive
benefits under the Plan. An Independent Director's period of Eligible Service
commences on the date of election to the board of directors ("Board") of any one
or more of the Funds. Hereafter, references in this Plan to Independent
Directors shall be deemed to include only those Directors who have met the
Eligible Service requirement for Plan participation.
2. SERVICE TERMINATION AND SERVICE TERMINATION DATE
a. SERVICE TERMINATION. Service Termination means termination of
service (other than by disability or death) of an Independent Director which
results from the Director's having reached his/her Service Termination Date.
b. SERVICE TERMINATION DATE. As used in this Plan unless otherwise
stipulated, Service Termination Date shall mean the date upon which an
Independent Director no longer serves as an Independent Director. Normally, an
Independent Director's Service Termination Date will be the last day of the
calendar quarter in which such Director's seventy-second birthday occurs. A
majority of the Board of a Fund may annually extend a Director's normal Service
Termination Date for a maximum period of three years, through the date not later
than the last day of the calendar quarter in which such Director's seventy-fifth
birthday occurs.
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3. DEFINED PAYMENTS AND BENEFIT
a. PAYMENTS. If an Independent Director's Service Termination Date
occurs on a date not earlier than the last day of the calendar quarter in which
such Director's seventy-second birthday occurs and not later than the last day
of the calendar quarter in which such Director's seventy-fourth birthday occurs,
the Independent Director will receive four successive quarterly payments (the
"First Year Retirement Payments"), with each payment to be equal to 25 percent
of the sum of the annual basic retainer and annualized quarterly Board meeting
fees payable by each Fund to the Independent Director on his/her Service
Termination Date (excluding any fees relating to attending or chairing committee
meetings or other fees payable to an Independent Director). The first quarterly
First Year Retirement Payment shall be made on the first day of the calendar
quarter subsequent to the Independent Director's Service Termination Date.
b. BENEFIT. Commencing with the first day of the calendar quarter
following the calendar quarter in which an Independent Director has received the
last of four First Year Retirement Payments, and commencing as of the Service
Termination Date of an Independent Director whose Service Termination Date is
subsequent to the date of the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurred, the Independent Director will
receive, for the remainder of his/her life, a benefit (the "Benefit"), payable
quarterly, with each quarterly payment to be equal to 12.50 percent of the sum
of the annual basic retainer and annualized quarterly Board meeting fees payable
by each Fund to the Independent Director on his/her Service Termination Date
(excluding any fees relating to attending or chairing committee meetings or
other fees payable to an Independent Director).
If an Independent Director's Service Termination Date occurs prior to the
date of the last day of the calendar quarter in which such Director's
seventy-second birthday occurs as a result of the Director's voluntary
resignation, the Independent Director will receive the Benefit commencing on the
first day of the calendar quarter following the calendar quarter in which such
Director's seventy-second birthday occurs.
Example: As of July 1, 1998, the annual Benefit would be $34,000 (annual
basic retainer of $56,000 plus annualized quarterly Board meeting fees of
$12,000 times 12.50 percent of the total each quarter: $56,000 + $12,000 =
$68,000 x .125 = $8,500 x 4 = $34,000). As of July 1, 1998, the vice chairman of
the Funds receives an aggregate annual retainer of $62,000. The vice chairman's
annual Benefit would be $37,000. The annual Benefit may increase or decrease in
the future in accordance with changes in the Independent Directors' annual basic
retainer and/or Board meeting fees.
c. DEATH PROVISIONS. If an Independent Director's service as a
Director is terminated because of his/her death subsequent to the last day of
the calendar quarter in which such Director's seventy-second birthday occurred
and prior to the last day of the calendar quarter in which such Director's
seventy-fourth birthday occurs, the designated beneficiary of the Independent
Director shall receive the First Year Retirement Payments and shall, commencing
with the quarter following the quarter in which the last First Year Retirement
Payment is made, receive the Benefit for a period of ten years, with quarterly
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payments to be made to the designated beneficiary.
If an Independent Director's service as a Director is terminated because
of his/her death prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
designated beneficiary of the Independent Director shall receive the Benefit for
a period of ten years, with quarterly payments to be made to the designated
beneficiary commencing in the first quarter following the Director's death.
d. DISABILITY PROVISIONS. If an Independent Director's service as a
Director is terminated because of his/her disability subsequent to the last day
of the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for the remainder of his/her life, with quarterly
payments to be made to the disabled Independent Director. If the disabled
Independent Director should die before the First Year Retirement Payments are
completed and before forty quarterly Benefit payments are made, such payments
will continue to be made to the Independent Director's designated beneficiary
until the aggregate of the First Year Retirement Payments and forty quarterly
Benefit payments have been made to the disabled Independent Director and the
Director's designated beneficiary.
If an Independent Director's service as a Director is terminated because
of his/her disability prior to the last day of the calendar quarter in which
such Director's seventy-second birthday occurs or subsequent to the last day of
the calendar quarter in which such Director's seventy-fourth birthday occurred,
the Independent Director shall receive the Benefit for the remainder of his/her
life, with quarterly payments to be made to the disabled Independent Director
commencing in the first quarter following the Director's termination for
disability. If the disabled Independent Director should die before forty
quarterly payments are made, payments will continue to be made to the
Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the disabled Independent Director and the
Director's designated beneficiary.
e. DEATH OF INDEPENDENT DIRECTOR AND BENEFICIARY. If, subsequent to the
death of the Independent Director, his/her designated beneficiary should die
before the First Year Retirement Payments (if applicable) and/or a total of
forty quarterly Benefit payments are made, the remaining value of the
Independent Director's First Year Retirement Payments, if any, and/or Benefit
(which Benefit shall in no event exceed the value of forty quarterly payments
minus the number of payments made) shall be determined as of the date of the
death of the Independent Director's designated beneficiary and shall be paid to
the estate of the designated beneficiary in one lump sum or in periodic
payments, with the determinations with respect to the value of the First Year
Retirement Payments, if any, and/or Benefit and the method and frequency of
payment to be made by the Committee (as defined in paragraph 8.a.) in its sole
discretion.
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4. DESIGNATED BENEFICIARY
The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee (or its designee as described on the form) before the Independent
Director's death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Independent Director, the value or
remaining value of the Independent Director's First Year Retirement Payments, if
any, and/or Benefit (which Benefit shall in no event exceed the value of forty
quarterly payments minus the number of payments made) shall be determined as of
the date of the death of the Independent Director by the Committee and shall be
paid as promptly as possible in one lump sum to the Independent Director's
estate.
5. DISABILITY
An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his/her responsibilities as such.
6. TIME OF PAYMENT
The First Year Retirement Payments and/or the Benefit for each year will
be paid in quarterly installments that are as nearly equal as possible.
7. PAYMENT OF FIRST YEAR RETIREMENT PAYMENTS AND/OR BENEFIT; ALLOCATION OF
COSTS
Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all accounting and legal fees and expenses and fees and
expenses of any Actuary. The obligations of each Fund to pay such First Year
Retirement Payments and/or Benefit and expenses will not be secured or funded in
any manner, and such obligations will not have any preference over the lawful
claims of each Fund's creditors and shareholders. To the extent that the First
Year Retirement Payments and/or Benefit is paid by more than one Fund, such
costs and expenses will be allocated among such Funds in a manner that is
determined by the Committee to be fair and equitable under the circumstances. To
the extent that one or more of such Funds consist of one or more separate
portfolios, such costs and expenses allocated to any such Fund will thereafter
be allocated among such portfolios by the Board of the Fund in a manner that is
determined by such Board to be fair and equitable under the circumstances.
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8. ADMINISTRATION
a. THE COMMITTEE. Any question involving entitlement to payments under
or the administration of the Plan will be referred to a four-person committee
(the "Committee") composed of three Independent Directors designated by all of
the Independent Directors of the Funds and one director of the Funds who is not
an Independent Director, designated by the non-Independent Directors. Except as
otherwise provided herein, the Committee will make all interpretations and
determinations necessary or desirable for the Plan's administration, and such
interpretations and determinations will be final and conclusive. Committee
members will be elected annually.
b. POWERS OF THE COMMITTEE. The Committee will represent and act on
behalf of the Funds in respect of the Plan and, subject to the other provisions
of the Plan, the Committee may adopt, amend or repeal bylaws or other
regulations relating to the administration of the Plan, the conduct of the
Committee's affairs, its rights or powers, or the rights or powers of its
members. The Committee will report to the Independent Directors and to the
Boards of the Funds from time to time on its activities in respect of the Plan.
The Committee or persons designated by it will cause such records to be kept as
may be necessary for the administration of the Plan.
9. MISCELLANEOUS PROVISIONS
a. RIGHTS NOT ASSIGNABLE. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.
b. AMENDMENT, ETC. The Committee, with the concurrence of the Board of
any Fund, may as to the specific Fund at any time amend or terminate the Plan or
waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver. Notwithstanding any other provisions of this Plan which
may imply the contrary, amendments to the Plan which directly or indirectly
increase or otherwise enhance or improve the First Year Retirement Payments, the
Benefit, or other Plan provisions will be applied prospectively, but not
retroactively, to Independent Directors who have reached their Service
Termination Dates and who either are eligible in the future to receive, or are
receiving, First Year Retirement Payments or Benefits.
c. NO RIGHT TO REELECTION. Nothing in the Plan will create any
obligation on the part of the Board of any Fund to nominate any Independent
Director for reelection.
d. CONSULTING. Subsequent to his/her Service Termination Date, an
Independent Director may render such services for any Fund, for such
compensation, as may be agreed upon from time to time by such Independent
Director and the Board of the Fund which desires to procure such services.
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e. EFFECTIVENESS. The Plan will be effective for all Independent
Directors who have Service Termination Dates occurring on and after October 20,
1993. Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will
become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.
Adopted October 20, 1993.
Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996.
Amended May 13, 1998, effective July 1, 1998.
Amended November 10, 1999.
Amended June 1st, 2000.
Amended August 23rd, 2000.
Amended November 8th, 2000.
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SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS
INVESCO Counselor Series Funds, Inc.
INVESCO Bond Funds, Inc.
INVESCO Combination Stock and Bond Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Variable Investment Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
