EXHIBIT h(2)(b)
SHORT-TERM INVESTMENTS CO.
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this _____ day of _____________, 2001 by and between A I M ADVISORS, INC., a
Delaware corporation (the "Administrator") and SHORT-TERM INVESTMENTS CO., a
Maryland corporation (the "Company") with respect to its series portfolios
listed on Schedule A hereto (each a "Portfolio"), as such Schedule may be
amended from time to time.
W I T N E S S E T H:
WHEREAS, the Company is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company, on behalf of each Portfolio, 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 each Portfolio, 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 Directors and upon a
finding by the Board of Directors that the provision of such services is in the
best interest of each Portfolio and its shareholders; and
WHEREAS, the Board of Directors has found that the provision of such
administrative services is in the best interest of each Portfolio and its
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 Company
(including related office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and records
of the Company and each Portfolio, 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 each Portfolio; and
(c) such other administrative services as may be furnished from time
to time by the Administrator to the Company or a Portfolio at the request
of the Company's Board of Directors.
2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Company's Board of Directors.
3. The Administrator will also pay for, or arrange payment for, all of
each Portfolio's ordinary and necessary business expenses ("Ordinary Business
Expenses"). Such Ordinary Business Expenses include but are not limited to:
legal, accounting and auditing fees; custodian, transfer and shareholder service
agent costs; expenses of issue, sale, redemption and repurchase of shares;
expenses of registering and qualifying shares for sale; expenses relating to
directors and director meetings; the cost of preparing and distributing reports
and notices to shareholders; the fees and other expenses incurred by the Company
on behalf of each Portfolio in connection with membership in investment company
organizations; and the cost of printing copies of prospectuses and statements of
additional information distributed to each Portfolio's shareholders. Such
ordinary and necessary expenses do not include: management fees; taxes;
interest; brokerage fees; shareholder meeting expenses; or litigation,
indemnification or other extraordinary expenses (including legal and accounting
fees related thereto).
4. As full compensation for the services performed, the facilities
furnished and the Ordinary Business Expenses paid by or at the direction of the
Administrator, each Portfolio shall compensate the Administrator at the annual
rate of 0.05% of average daily net assets. Such amounts shall be paid to the
Administrator on a monthly basis.
5. The Administrator shall not be liable for any error of judgment or for
any loss suffered by the Company 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.
6. The Company 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.
7. 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 Company 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.
8. This Agreement shall become effective with respect to a Portfolio on
the date set forth opposite the name of such Portfolio on Schedule A (the
"Effective Date"). This Agreement shall continue in effect with respect to each
such Portfolio for an initial period of two years from its Effective Date 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 Company's Board of Directors 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 directors 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 Company directors),
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).
2
9. This Agreement (including Schedule A hereto) may be amended or modified
with respect to a Portfolio, or to add a new series portfolio of the Company,
but only by a written instrument signed by both the Company and the
Administrator.
10. 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 Company individually but are binding only upon the assets
and property of the Company 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.
11. 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, with a copy to the General
Counsel, or (b) to the Company at Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000, Attention: President, with a copy to the General Counsel.
12. 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.
13. 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 President
(SEAL)
SHORT-TERM INVESTMENTS CO.
ON BEHALF OF THE PORTFOLIOS LISTED ON
SCHEDULE A HERETO
Attest:__________________________ By:___________________________
Assistant Secretary President
(SEAL)
3
SCHEDULE A
TO
ADMINISTRATIVE SERVICES AGREEMENT
OF
SHORT-TERM INVESTMENTS CO.
PORTFOLIO EFFECTIVE DATE
--------- --------------
Cash Assets Portfolio
4
