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EXHIBIT f(3)
AIM FUNDS
RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
Effective as of March 8, 1994
As Restated September 18, 1995
As Restated March 7, 2000
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AIM FUNDS
RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
TABLE OF CONTENTS
Page
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ARTICLE I................................................................. 1
1.1 Definitions...................................................... 1
1.2 Plurals and Gender............................................... 3
1.3 Directors/Trustees............................................... 3
1.4 Headings......................................................... 3
1.5 Severability..................................................... 3
ARTICLE II................................................................ 3
2.1 Commencement of Participation.................................... 3
2.2 Termination of Participation..................................... 3
2.3 Resumption of Participation...................................... 4
2.4 Determination of Eligibility..................................... 4
ARTICLE III............................................................... 4
3.1 Retirement....................................................... 4
3.2 Retirement Benefit............................................... 4
3.3 Termination of Service Before Retirement......................... 4
3.4 Termination of Service by Reason of Death........................ 5
3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.... 5
ARTICLE IV................................................................ 5
4.1 Death Prior to Commencement of Benefits.......................... 5
4.2 Death Subsequent to Commencement of Benefits..................... 5
4.3 Death of Spouse.................................................. 5
ARTICLE V................................................................. 6
5.1 Suspension of Benefits Upon Resumption of Service................ 6
5.2 Payments Due Missing Persons..................................... 6
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ARTICLE VI................................................................ 6
6.1 Appointment of Administrator..................................... 6
6.2 Powers and Duties of Administrator............................... 6
6.3 Action by Administrator.......................................... 7
6.4 Participation by Administrators.................................. 7
6.5 Agents and Expenses.............................................. 8
6.6 Allocation of Duties............................................. 8
6.7 Delegation of Duties............................................. 8
6.8 Administrator's Action Conclusive................................ 8
6.9 Records and Reports.............................................. 8
6.10 Information from the AIM Funds.................................. 8
6.11 Reservation of Rights by Boards of Directors.................... 9
6.12 Liability and Indemnification................................... 9
ARTICLE VII............................................................... 9
7.1 Amendments....................................................... 9
7.2 Termination...................................................... 10
ARTICLE VIII.............................................................. 10
8.1 Rights of Creditors.............................................. 10
8.2 Liability Limited................................................ 10
8.3 Incapacity....................................................... 10
8.4 Cooperation of Parties........................................... 10
8.5 Governing Law.................................................... 11
8.6 Nonguarantee of Directorship..................................... 11
8.7 Counsel.......................................................... 11
8.8 Spendthrift Provision............................................ 11
8.9 Forfeiture for Cause............................................. 11
ARTICLE IX................................................................ 12
9.1 Notice of Denial................................................. 12
9.2 Right to Reconsideration......................................... 12
9.3 Review of Documents.............................................. 12
9.4 Decision by Administrator........................................ 12
9.5 Notice by Administrator.......................................... 12
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RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
PREAMBLE
Effective as of March 8, 1994, the regulated investment companies
managed, administered and/or distributed by A I M Advisors, Inc. or its
affiliates (the "AIM Funds") have adopted THE AIM FUNDS RETIREMENT PLAN FOR
ELIGIBLE DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the
directors and trustees of each of the AIM Funds who is not an employee of any of
the AIM Funds, A I M Management Group Inc. or any of their affiliates. As the
Plan does not benefit any employees of the AIM Funds, it is not intended to be
classified as an employee benefit plan within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
ARTICLE I
DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions.
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Unless a different meaning is plainly implied by the context, the
following terms as used in this Plan shall have the following meanings:
(a) "Accrued Benefit" shall mean, as of any date prior to a
Participant's Retirement date, his Retirement Benefit commencing on such
Retirement date, but based upon his Compensation and Years of Service computed
as of such date of determination.
(b) "Actuary" shall mean the independent actuary selected by the
Administrator.
(c) "Administrator" shall mean the administrative committee provided
for in Article VI.
(d) "AIM Funds" shall mean those regulated investment companies
managed, administered or distributed by A I M Advisors, Inc. or its affiliates,
set forth on Appendix A hereto, as such Appendix may be amended from time to
time.
(e) "Board of Directors" shall mean the Board of Directors or Board of
Trustees of each of the AIM Funds.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(g) "Compensation" shall mean, for any Director, the amount of the
retainer paid or accrued by the AIM Funds for such Director during the twelve
month period immediately
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preceding the Director's Retirement, including amounts deferred under a separate
agreement between the AIM Funds and the Director. The amount of such retainer
Compensation shall be as determined by the Administrator.
(h) "Deferred Retirement Date" shall mean the last day of the Plan
Year in which a Participant terminated Service after his Normal Retirement Date.
(i) "Director" shall mean an individual who is a director or trustee
of one or more of the AIM Funds which have adopted the Plan but who is not an
employee of any of the AIM Funds, A I M Management Group Inc. or any of their
affiliates.
(j) "Disability" shall mean the inability of the Participant to
participate in meetings of the Board of Directors, either in person or by
telephone, for a period of at least nine (9) months.
(k) "Effective Date" shall mean March 8, 1994.
(l) "Fund" shall mean an AIM Fund which has adopted this Plan.
(m) "Mandatory Retirement Date" shall mean the last day of the Plan
Year in which a participant has reached the age of 72. Such Mandatory
Retirement Date may be extended upon the majority vote of the Boards of
Directors of the AIM Funds.
(n) "Normal Retirement Date" shall mean the last day of the Plan Year
in which a Participant has both attained age 65 (or at least age 55 in the event
of the Director's termination of Service by reason of death or Disability) and
has completed at least five continuous and non-forfeited Years of Service (and
thirty months of Service with one or more of the AIM Funds).
(o) "Participant" shall mean a Director who has met all of the
eligibility requirements of the Plan and who is currently included in the Plan
as provided in Article II hereof.
(p) "Plan" shall mean the "AIM Funds Retirement Plan for Eligible
Directors/Trustees" as described herein or as hereafter amended from time to
time.
(q) "Plan Year" shall mean the calendar year.
(r) "Retirement" shall mean a Director's termination of his active
Service with the AIM Funds on or after his Normal Retirement Date, due to his
death, Disability, or voluntary or involuntary termination of his Service.
(s) "Retirement Benefit" shall mean the benefit described under
Section 3.2 hereof.
(t) "Service" shall mean an individual's serving as a Director of one
or more of the AIM Funds. Furthermore, any unbroken service provided by a
Participant (i) to an AIM Fund immediately prior to its being managed or
administered by AIM Advisors, Inc. (or any of
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its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its
being merged into such AIM Fund, will be taken into account in determining such
Participant's Years of Service, subject to all restrictions and other forfeiture
provisions contained herein.
(u) "Year of Service" shall mean a twelve consecutive month period of
Service. For all purposes in this Plan, if a Participant's Service terminates
prior to his Retirement, he shall forfeit credit for all Years of Service
completed prior to such termination unless (a) he again becomes a Director and
(b) the number of Years of Service he accumulated prior to such termination
exceeded the number of years in which he did not serve as a Director.
1.2 Plurals and Gender.
Where appearing in the Plan, the masculine gender shall include the
feminine and neuter genders, and the singular shall include the plural, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Directors/Trustees.
Where appropriate, the term "director" shall refer to "trustee",
"directorship" shall refer to "trusteeship" and "Board of Directors" shall refer
to "Board of Trustees."
1.4 Headings.
The headings and sub-headings in this Plan are inserted for the
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
1.5 Severability.
In case any provision of this Plan shall be held illegal or void, such
illegality or invalidity shall not affect the remaining provisions of this Plan,
but shall be fully severable, and the Plan shall be construed and enforced as if
said illegal or invalid provisions had never been inserted herein.
ARTICLE II
PARTICIPATION
2.1 Commencement of Participation.
Each Director shall become a Participant hereunder on the date his
directorship of one or more of the AIM Funds commences.
2.2 Termination of Participation.
After commencement or resumption of his participation, a Director
shall remain a Participant until the earliest of the following dates:
(a) His actual Retirement date;
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(b) His date of death;
(c) The date on which he otherwise incurs a termination of Service; or
(d) The effective date of the termination of the Plan.
2.3 Resumption of Participation.
Any Participant whose Service terminates and who thereafter again
becomes a Director shall resume participation immediately upon again becoming a
Director except that, as provided in Section 1.1(u) hereof, if his Service is
terminated prior to his Normal Retirement Date, for all purposes of this Plan he
shall forfeit credit for all Years of Service completed prior to such
termination of his Service.
2.4 Determination of Eligibility.
The Administrator shall determine the eligibility of Directors in
accordance with the provisions of this Article.
ARTICLE III
BENEFITS UPON
RETIREMENT AND OTHER TERMINATION OF SERVICE
3.1 Retirement.
In order to receive Retirement Benefits under this Plan a Director must reach
the age of 65 (55 in the event of death or disability), the Normal Retirement
Date, as defined in Section 1.1(n) before retiring. Each Director must retire
on reaching the age of 72, the Mandatory Retirement Date, as defined in Section
1.1(m). Such Mandatory Retirement Date may be extended upon the majority vote
of the Board of Directors of the AIM Funds.
3.2 Retirement Benefit.
Upon Retirement a Participant shall be entitled to receive an annual
benefit from the AIM Funds commencing on the first day of the calendar quarter
coincident with or next following his date of Retirement, payable in quarterly
installments for a period of no more than ten (10) years (or, if less, the
number of his Years of Service) equal to seventy-five percent (75%) of his
Compensation.
3.3 Termination of Service Before Retirement.
In the event that a Participant's Service terminates by reason of
death, Disability or removal by the Board for cause (as defined in Section 8.9)
prior to his Normal Retirement Date, he shall not be entitled to receive any
benefits hereunder. If a Participant's Service terminates for any other reason
and he has accumulated at least five (5) continuous and non-forfeited Years of
Service, he shall be entitled to receive his Accrued Benefit determined as of
such date of termination.
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3.4 Termination of Service by Reason of Death.
No benefits will be paid under this Plan with respect to a Participant
after his death other than as provided in Article IV.
3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.
With respect to each Participant, the benefits payable hereunder shall
be based on the aggregate Compensation paid by the AIM Funds and on the
Participant's non-forfeited Years of Service. Each Fund's share of the
obligation to provide such benefits shall be determined by use of accounting
methods adopted by the Administrator.
ARTICLE IV
DEATH BENEFITS
4.1 Death Prior to Commencement of Benefits.
In the event of a Participant's death subsequent to his Normal
Retirement Date, but prior to the commencement of his Retirement Benefits under
Article III hereof, the surviving spouse (if any) of such Participant shall be
entitled to receive a quarterly survivor's benefit for a period of no more than
ten (10) years (or, if less, the number of the Participant's Years of Service)
beginning on the first day of the calendar quarter next following the date of
the Participant's death equal to fifty percent (50%) of the amount of the
quarterly installments of Retirement Benefits that would have been paid to the
Participant under Sections 3.2 or 3.3 hereof had his Retirement occurred on his
date of death.
4.2 Death Subsequent to Commencement of Benefits.
In the event a Participant dies after the commencement of his
Retirement Benefit under Article III, but prior to the cessation of the payment
of such Retirement Benefits, the surviving spouse (if any) of such Participant
shall be entitled to receive survivor's benefits equal to fifty percent (50%) of
the amount of the annual Retirement Benefit payable to the Participant under
Article III hereunder, paid at such times, and for such period, as such
Retirement Benefit would have continued to have been paid to the Participant had
he not died.
4.3 Death of Spouse.
(a) In the event a Participant is not survived by a spouse, no
benefits will be paid hereunder upon the Participant's death.
(b) If a deceased Participant's surviving spouse dies while receiving
survivor's benefits hereunder, any installments not paid at the time of the
surviving spouse's death shall be forfeited.
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ARTICLE V
SUSPENSION OF BENEFITS, ETC.
5.1 Suspension of Benefits Upon Resumption of Service.
In the case of a Participant who, at a time when he is receiving
Retirement Benefits under Article III of this Plan, resumes Service with any AIM
Fund, such Retirement Benefits shall be suspended until his subsequent
Retirement, termination of Service or death. Subject to the Years of Service
limitations of Section 3.2 hereof, in the event of his Retirement or termination
of Service following such a suspension, the quarterly amount of his remaining
Retirement Benefits shall thereafter be adjusted, if appropriate, to reflect any
additional Years of Service completed by, or a higher rate of Compensation
received by, such Participant.
5.2 Payments Due Missing Persons.
The Administrator shall make a reasonable effort to locate all persons
entitled to benefits (including Retirement Benefits and survivor's benefits for
spouses) under the Plan; however, notwithstanding any provisions of this Plan to
the contrary, if, after a period of 5 years from the date any of such benefits
first become due, any such persons entitled to benefits have not been located,
their rights under the Plan shall stand suspended. Before this provision
becomes operative, the Administrator shall send a certified letter to all such
persons (if any) at their last known address advising them that their benefits
under the Plan shall be suspended. Any such suspended amounts shall be held by
the AIM Funds for a period of 3 additional years (or a total of 8 years from the
time the benefits first became payable) and thereafter such amounts shall be
forfeited.
ARTICLE VI
ADMINISTRATOR
6.1 Appointment of Administrator.
This Plan shall be administered by the Nominating and Compensation
Committees of the Boards of Directors of the AIM Funds. The members of such
committees are not "interested persons" (within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940) of any of the AIM Funds. The term
"Administrator" as used in this Plan shall refer to the members of such
committees, either individually or collectively, as appropriate.
6.2 Powers and Duties of Administrator.
Except as provided below, the Administrator shall have the following
duties and responsibilities in connection with the administration of this Plan:
(a) To promulgate and enforce such rules, regulations and procedures
as shall be proper for the efficient administration of the Plan;
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(b) To determine all questions arising in the administration,
interpretation and application of the Plan, including questions of eligibility
and of the status and rights of Participants and any other persons hereunder;
(c) To decide any dispute arising hereunder; provided, however, that
no Administrator shall participate in any matter involving any questions
relating solely to his own participation or benefits under this Plan;
(d) To advise the Boards of Directors of the AIM Funds regarding the
known future need for funds to be available for distribution;
(e) To correct defects, supply omissions and reconcile inconsistencies
to the extent necessary to effectuate the Plan;
(f) To compute the amount of benefits and other payments which shall
be payable to any Participant or surviving spouse in accordance with the
provisions of the Plan and to determine the person or persons to whom such
benefits shall be paid;
(g) To make recommendations to the Boards of Directors of the AIM
Funds with respect to proposed amendments to the Plan;
(h) To file all reports with government agencies, Participants and
other parties as may be required by law, whether such reports are initially the
obligation of the AIM Funds, or the Plan;
(i) To engage the Actuary of the Plan and to cause the liabilities of
the Plan to be evaluated by the Actuary; and
(j) To have all such other powers as may be necessary to discharge its
duties hereunder.
6.3 Action by Administrator.
The Administrator may elect a Chairman and Secretary from among its
members and may adopt rules for the conduct of its business. A majority of the
members then serving shall constitute a quorum for the transacting of business.
All resolutions or other action taken by the Administrator shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions may
be adopted or other action taken without a meeting upon written consent signed
by at least a majority of the members. All documents, instruments, orders,
requests, directions, instructions and other papers shall be executed on behalf
of the Administrator by either the Chairman or the Secretary of the
Administrator, if any, or by any member or agent of the Administrator duly
authorized to act on the Administrator's behalf.
6.4 Participation by Administrators.
No Administrator shall be precluded from becoming a Participant in the
Plan if he would be otherwise eligible, but he shall not be entitled to vote or
act upon matters or to sign any documents relating specifically to his own
participation under the Plan, except when such
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matters or documents relate to benefits generally. If this disqualification
results in the lack of a quorum, then the Boards of Directors, by majority vote
of the members of a majority of such Boards of Directors (a "Majority Vote"),
shall appoint a sufficient number of temporary Administrators, who shall serve
for the sole purpose of determining such a question.
6.5 Agents and Expenses.
The Administrator may employ agents and provide for such clerical,
legal, actuarial, accounting, medical, advisory or other services as it deems
necessary to perform its duties under this Plan. The cost of such services and
all other expenses incurred by the Administrator in connection with the
administration of the Plan shall be allocated to each Fund pursuant to the
method utilized under Section 3.5 hereof with respect to costs related to
benefit accruals. For purposes of the preceding sentence, if an individual
serves as a Director for more than one Fund, he shall be deemed to be a separate
Director for each such Fund in determining the aggregate number of Directors of
the AIM Funds.
6.6 Allocation of Duties.
The duties, powers and responsibilities reserved to the Administrator
may be allocated among its members so long as such allocation is pursuant to
written procedures adopted by the Administrator, in which case no Administrator
shall have any liability, with respect to any duties, powers or responsibilities
not allocated to him, for the acts or omissions of any other Administrator.
6.7 Delegation of Duties.
The Administrator may delegate any of its duties to employees of A I M
Advisors, Inc. or any of its affiliates or to any other person or firm, provided
that the Administrator shall prudently choose such agents and rely in good faith
on their actions.
6.8 Administrator's Action Conclusive.
Any action on matters within the discretion of the Administrator shall
be final and conclusive.
6.9 Records and Reports.
The Administrator shall maintain adequate records of its actions and
proceedings in administering this Plan and shall file all reports and take all
other actions as it deems appropriate in order to comply with any federal or
state law.
6.10 Information from the AIM Funds.
The AIM Funds shall promptly furnish all necessary information to the
Administrator to permit it to perform its duties under this Plan. The
Administrator shall be entitled to rely upon the accuracy and completeness of
all information furnished to it by the AIM Funds, unless it knows or should
have known that such information is erroneous.
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6.11 Reservation of Rights by Boards of Directors.
When rights are reserved in this plan to the Boards of Directors, such
rights shall be exercised only by Majority Vote of the Boards of Directors,
except where the Boards of Directors, by unanimous written resolution, delegate
any such rights to one or more persons or to the Administrator. Subject to the
rights reserved to the Boards of Directors as set forth in this Plan, no member
of the Boards of Directors shall have any duties or responsibilities under this
Plan, except to the extent he shall be acting in the capacity of an
Administrator.
6.12 Liability and Indemnification.
(a) The Administrator shall perform all duties required of it under
this Plan in a prudent manner. The Administrator shall not be responsible in
any way for any action or omission of the AIM Funds or their employees in the
performance of their duties and obligations as set forth in this Plan. The
Administrator also shall not be responsible for any act or omission of any of
its agents provided that such agents were prudently chosen by the Administrator
and that the Administrator relied in good faith upon the action of such agents.
(b) Except for its own gross negligence, willful misconduct or willful
breach of the terms of this Plan, the Administrator shall be indemnified and
held harmless by the AIM Funds against any and all liability, loss, damages,
cost and expense which may arise, occur by reason of, or be based upon, any
matter connected with or related to this Plan or its administration (including,
but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending any litigation, commenced or threatened,
or in settlement of any such claim).
ARTICLE VII
AMENDMENTS AND TERMINATION
7.1 Amendments.
The Boards of Directors reserve the right at any time and from time to
time, and retroactively if deemed necessary or appropriate by them, to amend in
whole or in part by Majority Vote any or all of the provisions of this Plan,
provided that:
(a) No amendment shall make it possible for any part of a
Participant's or former Participant's Retirement Benefit to be used for, or
diverted to, purposes other than for the exclusive benefit of such Participant
or surviving spouse, except to the extent otherwise provided in this Plan;
(b) No amendment may reduce any Participant's or former Participant's
Retirement Benefit as of the effective date of the amendment;
Amendments may be made in the form of Board of Directors' resolutions
or separate written document.
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7.2 Termination.
Except as provided below, the Boards of Directors reserve the right to
terminate this Plan at any time by Majority Vote by giving to the Administrator
notice in writing of such desire to terminate. The Plan shall terminate upon
the date of receipt of such notice and the rights of all Participants to their
Retirement Benefits (determined as of the date the Plan is terminated) shall
become payable upon the effective date of the termination of the Plan in
quarterly installments or in an actuarially equivalent lump sum as determined by
the Administrator.
ARTICLE VIII
MISCELLANEOUS
8.1 Rights of Creditors.
(a) The Plan is unfunded. Neither the Participants nor any other
persons shall have any interest in any fund or in any specific asset or assets
of any of the AIM Funds by reason of any Accrued or Retirement Benefit
hereunder, nor any rights to receive distribution of any Retirement Benefit
except and as to the extent expressly provided hereunder.
(b) The Accrued and Retirement Benefits of each Participant are
unsecured and shall be subject to the claims of the general creditors of the AIM
Funds.
8.2 Liability Limited.
Neither the AIM Funds, the Administrator, nor any agents, employees,
officers, directors or shareholders of any of them, nor any other person shall
have any liability or responsibility with respect to this Plan, except as
expressly provided herein.
8.3 Incapacity.
If the Administrator shall receive evidence satisfactory to it that a
Participant or surviving spouse entitled to receive any benefit under the Plan
is, at the time when such benefit becomes payable, 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 such
Participant or surviving spouse and that no guardian, committee or other
representative of the estate of such Participant or surviving spouse shall have
been duly appointed, the Administrator may make payment of such benefit
otherwise payable to such Participant or surviving spouse to such other person
or institution, and the release of such other person or institution shall be a
valid and complete discharge for the payment of such benefit.
8.4 Cooperation of Parties.
All parties to this Plan 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 Plan or any of
its provisions.
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8.5 Governing Law.
All rights under the Plan shall be governed by and construed in
accordance with rules of Federal law applicable to such plans and, to the extent
not preempted, by the laws of the State of Texas without regard to principles of
conflicts of law. No action shall be brought by or on behalf of any Participant
for or with respect to benefits due under this Plan unless the person bringing
such action has timely exhausted the Plan's claim review procedure. Any such
action must be commenced within three years. This three-year period shall be
computed from the earlier of (a) the date a final determination denying such
benefit, in whole or in part, is issued under the Plan's claim review procedure
or (b) the date such individual's cause of action first accrued. Any dispute,
controversy or claim arising out of or in connection with this Plan (including
the applicability of this arbitration provision) and not resolved pursuant to
the Plan's claim review procedure shall be determined and settled by arbitration
conducted by the American Arbitration Association ("AAA") in the County and
State of the Funds' principal place of business and in accordance with the then
existing rules, regulations, practices and procedures of the AAA. Any award in
such arbitration shall be final, conclusive and binding upon the parties to the
arbitration and may be enforced by either party in any court of competent
jurisdiction. Each party to the arbitration will bear its own costs and fees
(including attorney's fees).
8.6 Nonguarantee of Directorship.
Nothing contained in this Plan shall be construed as a guaranty or
right of any Participant to be continued as a Director of one or more of the AIM
Funds (or of a right of a Director to any specific level of Compensation) or as
a limitation of the right of the AIM Funds to remove any of its directors.
8.7 Counsel.
The Administrator may consult with legal counsel, who may be counsel
for one or more of the Boards of Directors of the AIM Funds and for the
Administrator, with respect to the meaning or construction of this Plan, its
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.
8.8 Spendthrift Provision.
A Participant's interest in his Accrued Benefit or Retirement Benefit
may not be transferred, alienated, assigned nor become subject to execution,
garnishment or attachment, and any attempt to do so will render benefits
hereunder immediately forfeitable.
8.9 Forfeiture for Cause.
Notwithstanding any other provision of this Plan to the contrary, any
benefits to which a Participant (or his surviving spouse) may otherwise be
entitled hereunder will be forfeited in the event the Administrator, in its sole
discretion, determines that a Participant's termination of Service is due to
such Participant's willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Director.
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ARTICLE IX
CLS PROCEDURE
9.1 Notice of Denial.
If a Participant is denied any Retirement Benefit (or a surviving
spouse is denied a survivor's benefit) under this Plan, either in total or in an
amount less than the full Retirement Benefit to which he would normally be
entitled, the Administrator shall advise the Participant (or surviving spouse)
in writing of the amount of his Retirement Benefit (or survivor's benefit), if
any, and the specific reasons for the denial. The Administrator shall also
furnish the Participant (or surviving spouse) at that time with a written notice
containing:
(a) A specific reference to pertinent Plan provisions.
(b) A description of any additional material or information necessary
for the Participant (or surviving spouse) to perfect his claim, if possible, and
an explanation of why such material or information is needed.
(c) An explanation of the Plan's claim review procedure.
9.2 Right to Reconsideration.
Within 60 days of receipt of the information stated in Section 9.1
above, the Participant (or surviving spouse) shall, if he desires further
review, file a written request for reconsideration with the Administrator.
9.3 Review of Documents.
So long as the Participant's (or surviving spouse's) request for
review is pending (including the 60 day period in 9.2 above), the Participant
(or surviving spouse) or his duly authorized representative may review pertinent
Plan documents and may submit issues and comments in writing to the
Administrator.
9.4 Decision by Administrator.
A final and binding decision shall be made by the Administrator within
60 days of the filing by the Participant (or surviving spouse) of his request
for reconsideration, provided, however, that if the Administrator, in its
discretion, feels that a hearing with the Participant (or surviving spouse) or
his representative present is necessary or desirable, this period shall be
extended an additional 60 days.
9.5 Notice by Administrator.
The Administrator's decision shall be conveyed to the Participant (or
surviving spouse) in writing and shall include specific reasons for the
provisions on which the decision is based.
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APPENDIX A
March 7, 2000
For the purposes of the Retirement Plan for Eligible
Directors/Trustees "AIM Funds" shall mean each of the regulated investment
companies constituting classes or series of shares of the following entities:
AIM ADVISOR FUNDS, INC.
AIM EQUITY FUNDS, INC.
AIM FUNDS GROUP
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT SECURITIES FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.
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