Exhibit h(2)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this ____ day of _________, 2003 by and between A I M ADVISORS, INC., a Delaware
corporation (the "Administrator") and TAX-FREE INVESTMENTS TRUST, a Delaware
statutory trust (the "Trust") with respect to the separate series set forth in
Appendix A to this Agreement, as the same may be amended from time to time (the
"Portfolios").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of the Portfolios, has retained the
Administrator to perform (or arrange for the performance of) accounting,
shareholder servicing and other administrative services as well as investment
advisory services to the Portfolios, and that the Administrator may receive
reasonable compensation or may be reimbursed for its costs in providing such
additional services, upon the request of the Board of Trustees and upon a
finding by the Board of Trustees that the provision of such services is in the
best interest of the Portfolios and their shareholders; and
WHEREAS, the Board of Trustees has found that the provision of such
administrative services is in the best interest of the Portfolios and their
shareholders, and has requested that the Administrator perform such services;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Administrator hereby agrees to provide, or arrange for the
provision of, any or all of the following services by the Administrator or its
affiliates:
(a) the services of a principal financial officer of the Trust
(including related office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and
records of the Trust and the Portfolios, including the review of daily
net asset value calculations and the preparation of tax returns; and
the services (including related office space, facilities and equipment)
of any of the personnel operating under the direction of such principal
financial officer;
(b) supervising the operations of the custodian(s), transfer
agent(s) or dividend agent(s) for the Portfolios; or otherwise
providing services to shareholders of the Portfolios; and
(c) such other administrative services as may be furnished from
time to time by the Administrator to the Trust or the Portfolios at the
request of the Trust's Board of Trustees.
2. The services provided hereunder shall at all times be subject to
the direction and supervision of the Trust's Board of Trustees.
3. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator, the Portfolios shall
reimburse the Administrator for expenses
1
incurred by them or their affiliates in accordance with the methodologies
established from time to time by the Trust's Board of Trustees. Such amounts
shall be paid to the Administrator on a monthly basis.
4. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Trust or the Portfolios in connection with any
matter to which this Agreement relates, except a loss resulting from the
Administrator's willful misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement.
5. The Trust and the Administrator each hereby represent and warrant,
but only as to themselves, that each has all requisite authority to enter into,
execute, deliver and perform its obligations under this Agreement and that this
Agreement is legal, valid and binding, and enforceable in accordance with its
terms.
6. Nothing in this Agreement shall limit or restrict the rights of any
director, officer or employee of the Administrator who may also be a trustee,
officer or employee of the Trust to engage in any other business or to devote
his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
7. This Agreement shall become effective with respect to a Portfolio
on the Effective Date for such Portfolio, as set forth in Appendix A attached
hereto. This Agreement shall continue in effect until [June 30, 2004], and may
be continued from year to year thereafter, provided that the continuation of the
Agreement is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of such Portfolio (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees who are
not parties to this Agreement or "interested persons" (as defined in
the 0000 Xxx) of a party to this Agreement (other than as trustees of
the Trust), by votes cast in person at a meeting specifically called
for such purpose.
This Agreement shall terminate automatically in the event of its
assignment (as defined in Section 2(a) (4) of the 1940 Act).
8. This Agreement may be amended or modified with respect to one or
more Portfolios, but only by a written instrument signed by both the Trust and
the Administrator.
9. Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust and that the shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as stockholders of private corporations for profit.
10. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (a) to the Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, Attention: President,
2
with a copy to the General Counsel, or (b) to the Trust at Eleven Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the
General Counsel.
11. This Agreement contains the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof.
12. This Agreement shall be governed by and construed in accordance
with the laws (without reference to conflicts of law provisions) of the State of
Texas.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
A I M ADVISORS, INC.
Attest: ___________________________ By: ____________________________
Assistant Secretary Xxxx X. Xxxxxxxxxx
President
(SEAL)
TAX-FREE INVESTMENTS TRUST
Attest: ___________________________ By: ____________________________
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
3
APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
TAX-FREE INVESTMENTS TRUST
Portfolios Effective Date of Agreement
Tax-Free Cash Reserve Portfolio [ , 2003]
