EXHIBIT m(2)(c)
[AIM INVESTMENTS LOGO--SERVICEMARK--]
FUND MANAGEMENT COMPANY
SHAREHOLDER SERVICE AGREEMENT
(BROKER-DEALERS AND BANKS)
, 20
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Fund Management Company
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Gentlemen:
We desire to enter into an Agreement with Fund Management Company
("FMC") as agent on behalf of the funds listed on Schedule A hereto (the
"Funds"), 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 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 we continue to provide such
services.
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
Shareholder Service Agreement Page 2
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 as
required under applicable law or regulation.
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--Trademark-- we are solely
responsible for the registration of account information for FMC's and
AIM Investment Services, Inc.'s ("AIS") subaccounting customers through
AIM LINK--Trademark--, and that neither FMC, AIS nor any Fund is
responsible for the accuracy of such information; and we will indemnify
and hold harmless FMC, AIS 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 applicable prospectus applicable to the
Funds, 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.
9. In consideration of the services and facilities described herein, we
will receive a maximum annual service fee, payable monthly, as set
forth in Schedule A. We understand that this Agreement and the payment
of such fees 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, AIS or the Funds from us. A schedule of fees relating to
subaccounting and administration is attached hereto as Schedule B.
Shareholder Service Agreement Page 3
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. We represent that our activities on behalf of our clients and pursuant
to this Agreement either (i) are not such as to require our
registration as a broker-dealer with the Securities and Exchange
Commission (the "SEC") or in the state(s) in which we engage in such
activities, or (ii) we are registered as a broker-dealer with the SEC
and in the state(s) in which we engage in such activities.
12. 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 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.
13. This Agreement or Schedule A 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.
14. 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
this purpose having the meaning defined in Section 2(a) (4) of the ▇▇▇▇
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15. All communications to FMC will be sent to it at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Any notice to us will be duly given if mailed or
telegraphed to us at the address shown on this Agreement.
16. We agree that under this Agreement we will be acting as an independent
contractor and not as your 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 you or the Funds in any
manner.
17. 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.
18. This Agreement will become effective as of the date when it is executed
and dated below by FMC. 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.
Shareholder Service Agreement Page 4
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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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For administrative convenience, please supply the
following information, which may be updated in
writing at any time. Wiring instructions for
service fees payable by FMC:
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(Bank Name) (Bank ABA Number)
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(Reference Account Name and Number)
Contact person for operational issues:
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(Name) (Phone Number)
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 5
SCHEDULE A
FUNDS FEE
Short-Term Investments Trust
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%
STIC Prime Portfolio - Cash Management Class .08%
STIC Prime Portfolio - Personal Investment Class .40%*
STIC Prime Portfolio - Private Investment Class .25%
STIC Prime Portfolio - Reserve Class .80%*
STIC Prime Portfolio - Resource Class .16%
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%
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 & 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%
Tax-Free Investments Trust
Tax-Free Cash Reserve Portfolio - Cash Management Class .08%
Tax-Free Cash Reserve Portfolio - Personal Investment Class .40%*
Tax-Free Cash Reserve Portfolio - Private Investment Class .25%
Tax-Free Cash Reserve Portfolio - Reserve Class .80%*
Tax-Free Cash Reserve Portfolio - Resource Class .16%
* Fees in excess of .25% are for services of an administrative nature, as
described in Paragraph 1 of this Agreement.
Shareholder Service Agreement Page 6
SCHEDULE B
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, AIS or the Funds, including the basis points of monthly average
net assets related to subaccounting and administration services provided to us
by AIS.
