MEMORANDUM OF AGREEMENT
(12b-1 Fee Waivers)
This Memorandum of Agreement is entered into as of the effective date listed
on Exhibit "A" of this agreement, between Short-Term Investments Trust and
Tax-Free Investments Trust (each a "Trust" and, collectively, the "Trusts"), on
behalf of the portfolios listed on Exhibit "A" to this Memorandum of Agreement
(the "Portfolios"), and Fund Management Company ("FMC"). FMC shall and hereby
agrees to waive fees of each Portfolio, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in the attached Exhibit "A".
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and FMC agree as follows:
The Trusts and FMC agree until at least the date set forth on the attached
Exhibit "A" (the "Expiration Date") that FMC will waive Rule 12b-1 distribution
plan fees in an amount equal to the rates as set forth on Exhibit "A"
multiplied by the average daily net assets allocable to such class. The Trust's
Board of Trustees and AIM may terminate or modify this Memorandum of Agreement
prior to the Expiration Date only by mutual written consent. FMC will not have
any right to reimbursement of any amount so waived.
The Trusts and FMC agree to review the then-current waivers for each class
of each Portfolio listed on Exhibit "A" on a date prior to the Expiration Date
to determine whether such waivers should be amended, continued or terminated.
The waivers will expire upon the Expiration Date unless the Trusts and AIM have
agreed to continue them. Exhibit "A" will be amended to reflect any such
agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Portfolios, as provided in the Trusts' Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Portfolios,
as provided in the Trusts' Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trusts and FMC have entered into this Memorandum of
Agreement as of the date first above written.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS TRUST on behalf
ofthe Funds listed in Exhibit "A" to
this Memorandumof Agreement
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: President
Fund Management Company
By: /s/ Xxxxx Xxxx Xxxxxx
-----------------------------
Title: President
EXHIBIT "A"
FUNDS WITH FISCAL YEAR END OF MARCH 31
Tax-Free Investments Trust
EFFECTIVE EXPIRATION
FUND WAIVER DATE DATE
---- ------ ------------- -------------
Tax-Free Cash Reserve Portfolio
Cash Management Class.................... 0.02% June 30, 2005 June 30, 2007
Personal Investment Class................ 0.20% June 30, 2005 June 30, 2007
Private Investment Class................. 0.25% June 30, 2005 June 30, 2007
Reserve Class............................ 0.13% June 30, 2005 June 30, 2007
Resource Class........................... 0.04% June 30, 2005 June 30, 2007
FUNDS WITH FISCAL YEAR END OF AUGUST 31
Short-Term Investments Trust
EFFECTIVE EXPIRATION
FUND WAIVER DATE DATE
---- ------ ------------- -------------
Government & Agency Portfolio
Cash Management Class.................... 0.02% June 30, 2005 June 30, 2007
Personal Investment Class................ 0.20% June 30, 2005 June 30, 2007
Private Investment Class................. 0.20% June 30, 2005 June 30, 2007
Reserve Class............................ 0.13% June 30, 2005 June 30, 2007
Resource Class........................... 0.04% June 30, 2005 June 30, 2007
Government TaxAdvantage Portfolio
Cash Management Class.................... 0.02% June 30, 2005 June 30,2007
Personal Investment Class................ 0.20% June 30, 2005 June 30, 2007
Private Investment Class................. 0.25% June 30, 2005 June 30, 2007
Reserve Class............................ 0.13% June 30, 2005 June 30, 2007
Resource Class........................... 0.04% June 30, 2005 June 30, 2007
Liquid Assets Portfolio......................
Cash Management Class..................... 0.02% June 30, 2005 June 30, 2007
Personal Investment Class................. 0.20% June 30, 2005 June 30, 2007
Private Investment Class.................. 0.20% June 30, 2005 June 30, 2007
Reserve Class............................. 0.13% June 30, 2005 June 30, 2007
STIC Prime Portfolio
Cash Management Class..................... 0.02% June 30, 2005 June 30, 2007
Personal Investment Class................. 0.20% June 30, 2005 June 30, 2007
Private Investment Class.................. 0.20% June 30, 2005 June 30, 2007
Reserve Class............................. 0.13% June 30, 2005 June 30, 2007
Resource Class............................ 0.04% June 30, 2005 June 30, 2007
Treasury Portfolio
Cash Management Class..................... 0.02% June 30, 2005 June 30, 2007
Personal Investment Class................. 0.20% June 30, 2005 June 30, 2007
Private Investment Class.................. 0.20% June 30, 2005 June 30, 2007
Reserve Class............................. 0.13% June 30, 2005 June 30, 2007
Resource Class............................ 0.04% June 30, 2005 June 30, 2007
