EXHIBIT e(1)(c)
AMENDMENT NO. 2
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
SHORT-TERM INVESTMENTS CO.
AND
FUND MANAGEMENT COMPANY
The Master Distribution Agreement (the "Agreement"), dated July 1, 2000, as
amended, by and between SHORT-TERM INVESTMENTS CO., a Maryland corporation and
FUND MANAGEMENT COMPANY, a Texas corporation, is hereby amended as follows:
Appendix A to the Agreement is hereby deleted in its entirety and replaced
with the following:
"APPENDIX A TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT OF
SHORT-TERM INVESTMENTS CO.
Cash Assets Portfolio
---------------------
. Institutional Class
Liquid Assets Portfolio
-----------------------
. Cash Management Class
. Institutional Class
. Personal Investment Class
. Private Investment Class
. Reserve Class
. Resource Class
. Sweep Class
Prime Portfolio
---------------
. Cash Management Class
. Institutional Class
. Personal Investment Class
. Private Investment Class
. Reserve Class
. Resource Class
. Sweep Class"
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All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: _____________, 2001.
SHORT-TERM INVESTMENTS CO.
Attest: By:
------------------------ ----------------------
Assistant Secretary President
(SEAL)
FUND MANAGEMENT COMPANY
Attest: By:
------------------------ ----------------------
Assistant Secretary President
(SEAL)
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