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EXHIBIT m(3)(b)
Shareholder Service Agreement Page 1
[LOGO] FUND MANAGEMENT COMPANY
SHAREHOLDER SERVICE AGREEMENT
(BROKER-DEALERS AND BANKS)
_________________, 2001
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 Schedules A
and B hereto (the "Funds"), which may be amended by FMC from time to
time, 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, including a majority of the Directors or Trustees who are not
"interested persons," as that term is defined in the 1940 Act, and have
no direct or indirect financial interest in the operation of the Plan
or the Agreement, 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: (A) we continue to provide the
services described in this Paragraph 1; (B) the certifications
and acknowledgments we have made in Paragraph 9 of this
Agreement continue to be true; and (C) this Agreement has not
otherwise been terminated pursuant to Paragraph 13 of this
Agreement.
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Shareholder Service Agreement Page 2
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 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.
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--Registered
Trademark--, 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--Registered
Trademark--, 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 prospectus
of the applicable Fund, 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.
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Shareholder Service Agreement Page 3
9. In consideration of the services and facilities described
herein, we will receive a maximum annual service fee, payable
monthly, as set forth on Schedule A or Schedule B, as
applicable. In accepting payment of fees under this Agreement:
(Please xxxx one choice below and sign below that choice
verifying your certification and acknowledgment)
_____ We certify that: (i) we are a broker registered under
the Securities Exchange Act of 1934 (the "1934 Act");
with the Securities and Exchange Commission (the
"SEC") or in the States in which we engage in
activities pursuant to this Agreement; or (ii) we are
a "bank" that is not required to register as a broker
under the 1934 Act because we are acting in a trust
or fiduciary capacity and we meet the attendant
conditions to a bank not being deemed a "broker" when
acting in a trust or fiduciary capacity; or (iii) we
are not required to register as a broker under the
1934 Act and are eligible to receive the fees listed
in Schedule A for performing the services described
in this Agreement. Based on this certification, we
acknowledge that we will be paid fees under this
Agreement according to Schedule A.
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(Signature)
OR
_____ We certify that we are not required to register with
the SEC or any state as a broker, and we acknowledge
that we shall be paid under this Agreement according
to Schedule B.
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(Signature)
We understand that this Agreement and the payment of fees
under this Agreement 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. We further understand and acknowledge that FMC
makes no representations or warranties as to the
permissibility, under federal securities laws or federal or
state banking laws, of our receipt of any fees payable under
this Agreement.
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. 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
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Shareholder Service Agreement Page 4
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.
12. This Agreement, and Schedules A, B, or C 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.
13. 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 the purpose of this Agreement shall
have the meaning defined in Section 2(a)(4) of the 0000 Xxx.
14. All communications to FMC will be sent to X.X. Xxx 0000,
Xxxxxxx, Xxxxx 00000-0000. Any notice to us will be duly
given, if mailed, to us at the address shown on this
Agreement, or if sent via fax, to the fax number shown on this
Agreement.
15. We agree that under this Agreement we will be acting as an
independent contractor and not as FMC's 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 FMC or the Funds in any manner.
16. 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.
17. 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.
18. This Agreement will become effective as of the date when it is
executed and dated below by FMC.
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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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Fax Number:
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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 6
SCHEDULE A
FUNDS FEE
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Short-Term Investments Co.
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%
Prime Portfolio - Sweep Class .25%
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%
Liquid Assets Portfolio - Sweep Class .25%
Short-Term Investments Trust
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%
Treasury Portfolio - Sweep Class .25%
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 TaxAdvantage Portfolio - Sweep Class .25%
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%
Government & Agency Portfolio - Sweep Class .25%
* Fees in excess of .25% are asset-based sales charges.
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FUNDS FEE
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Tax-Free Investments Co.
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%
Cash Reserve Portfolio - Sweep Class .25%
* Fees in excess of .25% are asset-based sales charges.
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Shareholder Service Agreement Page 8
SCHEDULE B
FUNDS FEE
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Short-Term Investments Co.
Prime Portfolio - Cash Management Class .08%
Prime Portfolio - Resource Class .16%
Prime Portfolio - Sweep Class .25%
Liquid Assets Portfolio - Cash Management Class .08%
Liquid Assets Portfolio - Resource Class .20%
Liquid Assets Portfolio - Sweep Class .25%
Short-Term Investments Trust
Treasury Portfolio - Cash Management Class .08%
Treasury Portfolio - Resource Class .16%
Treasure Portfolio - Sweep Class .25%
Government TaxAdvantage Portfolio - Cash Management Class .08%
Government TaxAdvantage Portfolio - Resource Class .16%
Government TaxAdvantage Portfolio - Sweep Class .25%
Government & Agency Portfolio - Cash Management Class .08%
Government & Agency Portfolio - Resource Class .16%
Government & Agency Portfolio - Sweep Class .25%
Tax-Free Investments Co.
Cash Reserve Portfolio - Cash Management Class .08%
Cash Reserve Portfolio - Resource Class .16%
Cash Reserve Portfolio - Sweep Class .25%
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SCHEDULE C
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.