EXHIBIT 15(e)
[LOGO APPEARS HERE](SM) FUND MANAGEMENT COMPANY
Fund Management Company SHAREHOLDER SERVICE AGREEMENT
(BROKER-DEALERS AND BANKS)
______________________, 19__
Fund Management Company
00 Xxxxxxxx Xxxxx, Xxxxx 0000
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
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
Shareholder Service Agreement Page 2
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(TM) 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(TM), 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.
Shareholder Service Agreement Page 4
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.
------------------------------------------
(Firm Name)
-----------------------------------------
(Address)
------------------------------------------
City/State/Zip/County
BY:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Dated:
------------------------------------
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:
------------------------ -----------------
(Bank Name) (Bank ABA Number)
-------------------------------------------
(Reference Account Name and Number)
Contact person for operational issues:
------------------------ -----------------
(Name) (Phone Number)
ACCEPTED:
FUND MANAGEMENT COMPANY
BY:
-----------------------
Name:
-----------------------
Title:
-----------------------
Dated:
-----------------------
Shareholder Service Agreement Page 5
SCHEDULE A
FUNDS FEE
----- ---
Short-Term Investments Co.
Prime Portfolio - Personal Investment Class .40%*
Prime Portfolio - Private Investment Class .25%
Prime Portfolio - Resource Class .16%
Prime Portfolio - Cash Management Class .08%
Liquid Assets Portfolio - Private Investment Class .25%
Liquid Assets Portfolio - Resource Class .20%
Liquid Assets Portfolio - Cash Management Class .08%
Short-Term Investments Trust
Treasury Portfolio - Personal Investment Class .40%*
Treasury Portfolio - Private Investment Class .25%
Treasury Portfolio - Resource Class .16%
Treasury Portfolio - Cash Management Class .08%
Treasury TaxAdvantage Portfolio - Private Investment Class .25%
Government & Agency Portfolio - Private Investment Class .25%
Government & Agency Portfolio - Resource Class .16%
Government & Agency Portfolio - Cash Management Class .08%
Tax-Free Investments Co.
Cash Reserve Portfolio - Personal Investment Class .40%*
Cash Reserve Portfolio - Private Investment Class .25%*
Cash Reserve Portfolio - Resource Class .16%
Cash Reserve Portfolio - Cash Management Class .08%
Shareholder Service Agreement Page 6
Cash Reserve Portfolio - Reserve Class .80%*
*Fees in excess of .25% are for services of an administrative nature, as
described in Paragraph 1 of this Agreement.
Shareholder Service Agreement Page 7
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.
