EXHIBIT h(3)(b)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
July, 2002 between Short-Term Investments Trust (the Trust"), on behalf of the
fund listed on Exhibit "A" to this Memorandum of Agreement (the "Fund"), and
A I M Advisors, Inc. ("AIM").
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 Trust and AIM agree as follows:
The Trust and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees of the Fund as set forth on Exhibit
"A". Neither the Trust nor AIM may remove or amend the waivers to the Trust's
detriment prior to the date set forth on Exhibit "A." AIM will not have any
right to reimbursement of any amount so waived.
The Trust and AIM agree to review the then-current waivers for the Fund
listed on Exhibit "A" on a date prior to the date listed on that Exhibit to
determine whether such waivers should be amended, continued or terminated.
Unless the Trust, by vote of its Board of Trustees, or AIM terminates the
waivers, or the Trust and AIM are unable to reach an agreement on the amount of
the waivers to which the Trust and AIM desire to be bound, the waivers will
continue for additional one-year terms at the rate to which the Trust and AIM
mutually agree. Exhibit "A" will be amended to reflect that rate and the new
date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the Trust 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 Fund, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the 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 Fund, as provided in the Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum
of Agreement as of the date first above written.
Short-Term Investments Trust,
on behalf of the Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: /s/ XXXXXX X. XXXXXX
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Title: President
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A I M Advisors, Inc.
By: /s/ XXXXXX X. XXXXXX
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Title: President
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EXHIBIT "A"
SHORT-TERM INVESTMENTS TRUST
FUND WAIVER COMMITTED UNTIL
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Treasury Portfolio Advisory Fee waiver of June 30, 2003
0.075% of the Advisory Fee
payments on average daily
net assets
