Exhibit m(2)
[FUND MANAGEMENT LOGO APPEARS HERE]SM
FUND MANAGEMENT COMPANY
FUND MANAGEMENT COMPANY
SHAREHOLDER SERVICE AGREEMENT
(Broker-Dealers and Banks)
______, 20__
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 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 LINKTM 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 LINKTM, 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 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, AFS 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 0000
Xxx.
15. All communications to FMC will be sent to it at X.X. Xxx 0000, Xxxxxxx,
Xxxxx 00000-0000. 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
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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%
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%
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%
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 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%
* 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, AFS or the Funds, including the basis points of monthly average
net assets related to subaccounting and administration services provided to us
by AFS.
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