DEFERRED FEE AGREEMENT
THIS AGREEMENT, dated ____________, 1998, by and between ______________
("Trustee"), currently residing at ____________________________________________,
and INVESCO Global Health Sciences Fund, a Massachusetts Business Trust with
offices at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx (the "Trust").
W I T N E S S E T H
WHEREAS, Trustee currently serves as director of the Trust and receives
fees ("Trustee's Fees") from the Trust in that capacity; and
WHEREAS, Trustee desires that an arrangement be established with the Trust
under which he or she may defer receipt of the Trustee's Fees which may
otherwise become payable to him and which relate to services performed after the
date hereof; and
WHEREAS, the Trust is agreeable to such an arrangement as evidenced by the
resolution of its Board of Trustees ("Board") dated October 12, 1998.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Trustee irrevocably elects to defer receipt, subject to the provisions
of this Agreement, of $____________, $___________ per annum, or __________
percent (___%) of any Trustee's Fees which may otherwise become payable to him
or her after the date of this Agreement, and which relate to services performed
after the date hereof. An election to defer either a dollar amount per annum or
a percentage of Trustee's Fees shall continue from year to year unless Trustee
terminates such election by written request. Any such termination shall be
effective only with respect to Trustee's Fees which become payable after the
date of termination. Trustee's Fees with respect to which Trustee shall have
elected to defer receipt (and shall not have revoked such election) as provided
above are hereinafter referred to as "Deferred Trustee's Fees."
2. During any calendar year for which Trustee's Fees otherwise payable to
Trustee are Deferred Trustee's Fees, the Trust shall credit the amount of such
Deferred Trustee's Fees as of the date such fees would have been paid to such
Trustee had this Agreement not been in effect to a separate memorandum account
(the "Deferred Fee Account").
3. The Deferred Fee Account shall be deemed invested in shares of the
Trust. The Deferred Fee Account shall be adjusted to reflect its share of any
income or gain or charged with its share of any loss arising from such deemed
investments by the Deferred Fee Account.
4. The Trust may, at its sole discretion, set aside assets to fund the
obligations created by this Agreement and similar agreements by other trustees
of the Trust in a Deferred Fee Account Fund and may invest assets of the
Deferred Fee Account Fund in any investment medium including, but not limited
to, shares of the Trust and any other security or investment medium in which the
assets of the Trust are permitted to be invested.
5. The Trust's obligation to make payments out of the Deferred Fee
Account shall be a general obligation of the Trust, and such payment shall be
made from the Trust's general assets and property. Trustee's relationship to the
Trust under this Agreement shall be that of a general unsecured creditor, and
neither
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this Agreement nor any action taken pursuant to this Agreement shall create or
be construed to create a trust or fiduciary relationship of any kind between the
Trust and Trustee, his or her designated beneficiary or any other person, or a
security interest of any kind in any property of the Trust in favor of Trustee
or any other person. The Trust shall not be required to purchase, hold or
dispose of any investments pursuant to this Agreement; however, in order to
cover its obligations hereunder, if the Trust elects to establish a Deferred Fee
Account Fund to purchase any investments (including, without limitation, shares
of the Trust), the same shall continue for all purposes to be a part of the
general assets and property of the Trust, subject to the claims of its general
creditors, and no person other than the Trust shall by virtue of the provisions
of this Agreement have any interest in such assets other than an interest as a
general creditor. The Trust shall provide an annual statement to each Trustee
who shall have elected to defer receipt of Trustee's Fees showing such
information as is appropriate, including the aggregate amount credited or
charged to the Deferred Fee Account, as of a reasonably current date.
6. Payment of amounts out of the Deferred Fee Account shall be made to
Trustee as selected by Trustee below.
Once a selection has been made, Trustee may not select a different
time or method of payment for prior amounts credited to his Deferred Fee
Account, but may select a different payment time or method for future Trustee's
Fees to be credited to the Deferred Fee Account.
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Payments shall be made to Trustee upon the happening of the
following event or events (the "payment event"), unless the Trust, in its sole
discretion, determines to make payments at another time:
__________ termination of service as a Trustee.
__________ attainment of age ___.
__________ termination of service as a Trustee or attainment of
age ____, whichever may first occur.
Payments shall be made to Trustee as follows:
__________ lump sum payment.
__________ payment in _____ quarterly installments, each payment to
be equal to the value of the Deferred Fee Account
immediately prior to the date of payment divided by the
number of remaining payments.
The death of Trustee shall constitute the payment event and payments shall then
be made as set forth in paragraph 7(b) herein.
In the event Trustee selects installment payments, each quarterly
installment payment shall be made as of the last day of the months of January,
April, July, and October of each year, beginning with the payment month next
following the payment event. Until payments of amounts credited to the Deferred
Fee Account have been completed, the unpaid balance shall be credited with the
income and gains and charged with losses of the deemed investments in the
Deferred Fee Account Trust. The Trust in its sole discretion reserves the right
to accelerate payments of amounts in Trustee's Deferred Fee Account at any time
after the payment event. Notwithstanding the foregoing, in the event of the
liquidation, dissolution or winding up of the Trust's assets and property of its
shareholders, all unpaid amounts in the Deferred Fee Account as of the effective
date thereof shall be paid in a lump sum on such effective date. (For this
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purpose, a sale, conveyance or transfer of the Trust's assets to a trust,
partnership, association or another Trust 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 Trust, shall not be deemed a
termination of the Trust or such a distribution.)
7. Payment of amounts credited to the Deferred Fee Account shall be made
to Trustee in the form of a check. Such payment shall be made to Trustee except
that:
a. in the event that Trustee shall be determined by a court of
competent jurisdiction to be incapable of managing his or her
financial affairs, and if the Trust has actual notice of such
determination, payment shall be made to Trustee's personal
representative(s); and
b. in the event of Trustee's death, payment shall be made to the
last beneficiary designated by Trustee for purposes of receiving
such payment in such event in a written notice delivered to the
President of the Trust; provided that if such beneficiary has not
survived Trustee, payment shall be made to Trustee's estate.
Trustee hereby designates
______________________________________________________ as the
initial beneficiary for purposes of receiving such payment in
such event. Trustee may from time to time designate new
beneficiaries and such designation shall effectively revoke all
prior designations filed by Trustee.
8. The Trust may in its sole discretion accelerate the payment of
deferred amounts if such acceleration is requested by a Trustee or, after his or
her death, by his or her beneficiary or heir. Acceleration may occur only in the
event of unforeseeable financial emergency or severe hardship resulting from one
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or more recent events beyond the control of Trustee or his or her beneficiary or
heir and is limited to the amount deemed reasonably necessary to satisfy the
emergency or hardship. The acceleration must be approved by the Board without
regard to the vote of the Trustee who requests the acceleration.
9. Amounts in the Deferred Fee Account shall not in any way be subject to
the debts or other obligations of Trustee and may not be sold, transferred,
pledged or assigned by him or her except as provided in paragraph 6(b).
10. This Agreement shall not be construed to confer any right on the part
of Trustee to be or remain a Trustee of the Trust or to receive any, or any
particular rate of, Trustee's Fees.
11. Interpretations of and determinations related to this Agreement made
by the Trust, including the matter of whether to establish a Deferred Fee
Account Fund, the selection of an investment medium for the assets in the Trust,
if established, and determinations of the amounts in the Deferred Fee Account,
shall be made by a committee composed of the President and the Treasurer of the
Trust and the principal investment officer of the Trust's United States-based
investment adviser (the "Committee") and, if made in good faith, shall be
conclusive and binding upon all parties; and the Trust shall not incur any
liability to Trustee for any such interpretation or determination so made or for
any other action taken by it in connection with this Agreement in good faith.
The Committee shall administer this Agreement, and shall be responsible for
administration of the Deferred Fee Account Fund, if established. All actions of
the Committee shall be considered for all purposes to be the action of the Board
unless the Board, in its capacity as such, subsequently takes a different
action. The Board may employ such persons or organizations to render advice or
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perform services with respect to its responsibilities as it, in its sole
discretion, determines to be necessary and appropriate. Any actions taken by the
Board pursuant to this Section 11 shall be implemented only if approved by a
majority of those Trustees of the Trust who are not participants in a Deferred
Fee Agreement with the Trust.
12. This Agreement contains the entire understanding and agreement between
the parties with respect to the subject matter hereof, and may not be amended,
modified or supplemented in any respect except by subsequent written agreement
entered into by all parties.
13. This Agreement shall be binding upon, and shall inure to the benefit
of, the Trust and its successors and assigns and Trustee and his/her heirs,
executors, administrators and personal representatives.
14. This Agreement is being entered into in, and shall be construed in
accordance with the laws of, the State of Colorado.
15. The Trust reserves the right to terminate this Agreement at any time.
Upon such termination, all deferral elections will cease to be effective and all
contractual obligations created under this Agreement will be fixed as of the
termination date. Distribution of deferred accounts will be made at the sole
discretion of the Trust.
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IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed on
its behalf by its President, and Trustee has executed this Agreement, on the
date first written above.
INVESCO GLOBAL HEALTH SCIENCES FUND
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Trustee
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx, Trustee
By: /s/ Xxxxx Xxxx
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Xx. Xxxxx Xxxx, Trustee
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