Shareholder Service Agreement Page 1
EXHIBIT m(4)(B)
[FUND MANAGEMENT COMPANY LOGO]
FUND MANAGEMENT COMPANY
SHAREHOLDER SERVICE AGREEMENT
(BROKER-DEALERS AND BANKS)
_______________, 2001
Fund Management Company
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Gentlemen:
We desire to enter into an Agreement with Fund Management Company
("FMC") as agent on behalf of the funds listed on Schedules A and B hereto
(the "Funds"), which may be amended by FMC from time to time, for the
provision of continuing personal shareholder services to our clients who
are shareholders of, and/or the administration of accounts in, the Funds.
We understand that this Shareholder Service Agreement (the "Agreement") has
been adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act") by each of the Funds, under a Distribution Plan (the
"Plan") adopted pursuant to said Rule, and is subject to applicable rules
of the National Association of Securities Dealers, Inc. ("NASD"). This
Agreement defines the services to be provided by us for which we are to
receive payments pursuant to the Plan. The Plan and the Agreement have
been approved by a majority of the Directors or Trustees of the applicable
Fund, including a majority of the Directors or Trustees who are not
"interested persons," as that term is defined in the 1940 Act, and have no
direct or indirect financial interest in the operation of the Plan or the
Agreement, in accordance with the requirements of Rule 12b-1. The terms
and conditions of this Agreement will be as follows:
1. We will provide continuing personal shareholder services and/or
administrative support services to our customers who may from time to
time beneficially own shares of the Funds, including but not limited
to, answering routine customer inquiries regarding the Funds,
assisting customers in changing dividend options, account designations
and addresses, and in enrolling into any of several special investment
plans offered in connection with the purchase of the Funds, forwarding
sales literature, assisting in the establishment and maintenance of
customer accounts and records and in the processing of purchase and
redemption transactions, investing dividends and capital gains
distributions automatically in shares of the Funds and providing such
other services as FMC or the customer may reasonably request, and you
will pay us a fee periodically. We represent that we will accept
payment of fees hereunder only so long as: (A) we continue to provide
the services described in this Paragraph 1; (B) the certifications and
acknowledgments we have made in Paragraph 9 of this Agreement continue
to be true; and (C) this Agreement has not otherwise been terminated
pursuant to Paragraph 13 of this Agreement.
Shareholder Service Agreement Page 2
2. Shares of the Funds purchased by us on behalf of our clients may be
registered in our name or the name of our nominee. The client will be
the beneficial owner of the shares of the Funds purchased and held by
us in accordance with the client's instructions and the client may
exercise all applicable rights of a holder of such Shares. We agree
to transmit to FMC in a timely manner, all purchase orders and
redemption requests of our clients and to forward to each client all
proxy statements, periodic shareholder reports and other
communications received from FMC by us on behalf of our clients. FMC
on behalf of the Funds agrees to pay all out-of-pocket expenses
actually incurred by us in connection with the transfer by us of such
proxy statements and reports to our clients.
3. We agree to transfer to the Funds' custodian, in a timely manner as
set forth in the applicable prospectus, federal funds in an amount
equal to the amount of all purchase orders placed by us on behalf of
our clients and accepted by FMC. In the event that FMC fails to
receive such federal funds on such date (other than through the fault
of FMC or the Fund's custodian), we will indemnify the applicable Fund
or FMC against any expense (including overdraft charges) incurred by
the applicable Fund or FMC as a result of the failure to receive such
federal funds.
4. We agree to make available, upon FMC's request, such information
relating to our clients who are beneficial owners of Fund shares and
their transactions in such shares as may be required by applicable
laws and regulations or as may be reasonably requested by FMC.
5. We agree to transfer record ownership of a client's Fund shares to the
client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that
the person or entity ceases to be our client.
6. We acknowledge that if we use AIM LINK --Registered Trademark--, we
are solely responsible for the registration of account information for
FMC's and A I M Fund Services, Inc.'s ("AFS") subaccounting customers
through AIM LINK --Registered Trademark--, and that neither FMC, AFS
nor any Fund is responsible for the accuracy of such information; and
we will indemnify and hold harmless FMC, AFS and the Funds for any
claims or expenses resulting from the inaccuracy or inadequacy of such
information.
7. We will provide such facilities and personnel (which may be all or any
part of the facilities currently used in our business, or all or any
personnel employed by us) as may be necessary or beneficial in
carrying out the purposes of this Agreement.
8. Neither we, nor any of our employees or agents, are authorized to make
any representation to our clients concerning the Funds, except those
contained in the then current prospectus of the applicable Fund,
copies of which will be supplied to us by FMC; and we will have no
authority to act as agent for any Fund. Neither a Fund nor A I M
Advisors, Inc. ("AIM") will be a party, nor will they be represented
as a party, to any agreement that we may enter into with our clients,
and neither a Fund nor AIM will participate, directly or indirectly,
in any compensation that we may receive from our clients in connection
with our acting on their behalf with respect to this Agreement.
Shareholder Service Agreement Page 3
9. In consideration of the services and facilities described herein, we
will receive a maximum annual service fee, payable monthly, as set
forth on Schedule A or Schedule B, as applicable. In accepting payment
of fees under this Agreement:
(Please xxxx one choice below and sign below that choice verifying
your certification and acknowledgment)
___ We certify that: (i) we are a broker registered under the
Securities Exchange Act of 1934 (the "1934 Act"); with the
Securities and Exchange Commission (the "SEC") or in the States
in which we engage in activities pursuant to this Agreement; or
(ii) we are a "bank" that is not required to register as a broker
under the 1934 Act because we are acting in a trust or fiduciary
capacity and we meet the attendant conditions to a bank not being
deemed a "broker" when acting in a trust or fiduciary capacity;
or (iii) we are not required to register as a broker under the
1934 Act and are eligible to receive the fees listed in Schedule
A for performing the services described in this Agreement. Based
on this certification, we acknowledge that we will be paid fees
under this Agreement according to Schedule A.
_______________________________________________
(Signature)
OR
___ We certify that we are not required to register with the SEC or
any state as a broker, and we acknowledge that we shall be paid
under this Agreement according to Schedule B.
_______________________________________________
(Signature)
We understand that this Agreement and the payment of fees under this
Agreement has been authorized and approved by the Board of Directors
or Trustees of the applicable Fund, and that the payment of fees
hereunder is subject to limitations imposed by the rules of the NASD.
Service fees may be remitted to us net of any amounts due and payable
to FMC, AFS or the Funds from us. We further understand and
acknowledge that FMC makes no representations or warranties as to the
permissibility, under federal securities laws or federal or state
banking laws, of our receipt of any fees payable under this Agreement.
10. FMC reserves the right, at its discretion and without notice, to
suspend the sale of any Fund shares or withdraw the sale of shares of
a Fund.
11. If we are a broker-dealer registered with the SEC, we represent that
we are a member in good standing of the NASD, and agree to abide by
the Rules of Fair Practice of the NASD and all other federal and state
rules and regulations that are now or may become applicable to
transactions hereunder. Our expulsion from the NASD will automatically
terminate this agreement without notice. Our suspension from the NASD
or a violation
Shareholder Service Agreement Page 4
by us of applicable state and federal laws and rules and regulations
of authorized regulatory agencies will terminate this agreement
effective upon notice received by us from FMC.
12. This Agreement, and Schedules A, B, or C hereto, may be amended at any
time without our prior consent by FMC, by mailing a copy of an
amendment to us at the address set forth below. Such amendment will
become effective on the date set forth in such amendment unless we
terminate this Agreement within thirty (30) days of our receipt of
such amendment.
13. This Agreement may be terminated at any time by FMC on not less than
60 days' written notice to us at our principal place of business. We,
on 60 days' written notice addressed to FMC at its principal place of
business, may terminate this Agreement. FMC may also terminate this
Agreement for cause on violation by us of any of the provisions of
this Agreement, said termination to become effective on the date of
mailing notice to us of such termination. FMC's failure to terminate
for any cause will not constitute a waiver of FMC's right to terminate
at a later date for any such cause. This Agreement will terminate
automatically in the event of its assignment. The term "assignment"
for the purpose of this Agreement shall have the meaning defined in
Section 2(a) (4) of the 0000 Xxx.
14. All communications to FMC will be sent to X.X. Xxx 0000, Xxxxxxx,
Xxxxx 00000-0000. Any notice to us will be duly given, if mailed, to
us at the address shown on this Agreement, or if sent via fax, to the
fax number shown on this Agreement.
15. We agree that under this Agreement we will be acting as an independent
contractor and not as FMC's employee or agent, nor as an employee or
agent of the Funds, and we may not hold ourselves out to any other
party as your agent with the authority to bind FMC or the Funds in any
manner.
16. We agree that this Agreement and the arrangement described herein are
intended to be non-exclusive and that either of us may enter into
similar agreements and arrangements with other parties.
17. This Agreement and all rights and obligations of the parties hereunder
will be governed by and construed under the laws of the State of
Texas.
18. This Agreement will become effective as of the date when it is
executed and dated below by FMC.
Shareholder Service Agreement Page 5
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(Firm Name)
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(Address)
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City/State/Zip/County
BY:
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Name:
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Title:
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Dated:
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Fax Number:
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ACCEPTED:
FUND MANAGEMENT COMPANY
BY:
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Name:
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Title:
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Dated:
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Shareholder Service Agreement Page 6
SCHEDULE A
FUNDS FEE
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Short-Term Investments Co.
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Prime Portfolio - Cash Management Class .08%
Prime Portfolio - Personal Investment Class .40%*
Prime Portfolio - Private Investment Class .25%
Prime Portfolio - Reserve Class .80%*
Prime Portfolio - Resource Class .16%
Prime Portfolio - Sweep Class .25%
Liquid Assets Portfolio - Cash Management Class .08%
Liquid Assets Portfolio - Personal Investment Class .40%*
Liquid Assets Portfolio - Private Investment Class .25%
Liquid Assets Portfolio - Reserve Class .80%*
Liquid Assets Portfolio - Resource Class .20%
Liquid Assets Portfolio - Sweep Class .25%
Short-Term Investments Trust
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Treasury Portfolio - Cash Management Class .08%
Treasury Portfolio - Personal Investment Class .40%*
Treasury Portfolio - Private Investment Class .25%
Treasury Portfolio - Reserve Class .80%*
Treasury Portfolio - Resource Class .16%
Treasury Portfolio - Sweep Class .25%
Government TaxAdvantage Portfolio - Cash Management Class .08%
Government TaxAdvantage Portfolio - Personal Investment Class .40%*
Government TaxAdvantage Portfolio - Private Investment Class .25%
Government TaxAdvantage Portfolio - Reserve Class .80*
Government TaxAdvantage Portfolio - Resource Class .16%
Government TaxAdvantage Portfolio - Sweep Class .25%
Government & Agency Portfolio - Cash Management Class .08%
Government & Agency Portfolio - Personal Investment Class .40%*
Government & Agency Portfolio - Private Investment Class .25%
Government & Agency Portfolio - Reserve Class .80%*
Government & Agency Portfolio - Resource Class .16%
Government & Agency Portfolio - Sweep Class .25%
* Fees in excess of .25% are asset-based sales charges.
Shareholder Service Agreement Page 7
FUNDS FEE
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Tax-Free Investments Co.
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Cash Reserve Portfolio - Cash Management Class .08%
Cash Reserve Portfolio - Personal Investment Class .40%*
Cash Reserve Portfolio - Private Investment Class .25%
Cash Reserve Portfolio - Reserve Class .80%*
Cash Reserve Portfolio - Resource Class .16%
Cash Reserve Portfolio - Sweep Class .25%
* Fees in excess of .25% are asset-based sales charges.
Shareholder Service Agreement Page 8
SCHEDULE B
FUNDS FEE
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Short-Term Investments Co.
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Prime Portfolio - Cash Management Class .08%
Prime Portfolio - Resource Class .16%
Prime Portfolio - Sweep Class .25%
Liquid Assets Portfolio - Cash Management Class .08%
Liquid Assets Portfolio - Resource Class .20%
Liquid Assets Portfolio - Sweep Class .25%
Short-Term Investments Trust
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Treasury Portfolio - Cash Management Class .08%
Treasury Portfolio - Resource Class .16%
Treasure Portfolio - Sweep Class .25%
Government TaxAdvantage Portfolio - Cash Management Class .08%
Government TaxAdvantage Portfolio - Resource Class .16%
Government TaxAdvantage Portfolio - Sweep Class .25%
Government & Agency Portfolio - Cash Management Class .08%
Government & Agency Portfolio - Resource Class .16%
Government & Agency Portfolio - Sweep Class .25%
Tax-Free Investments Co.
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Cash Reserve Portfolio - Cash Management Class .08%
Cash Reserve Portfolio - Resource Class .16%
Cash Reserve Portfolio - Sweep Class .25%
Shareholder Service Agreement Page 9
SCHEDULE C
SUBACCOUNTING AND ADMINISTRATION FEES
We will be assessed a fee, payable monthly, in the amount of ________
basis points of our monthly average net assets managed by your affiliates.
As described in the attached Shareholder Service Agreement, we understand
that the amount of any service fees remitted to us will be net of any
amounts due and payable to FMC, AFS or the Funds, including the _____ basis
points of monthly average net assets related to subaccounting and
administration services provided to us by AFS.