Exhibit d(1)(c)
AMENDMENT NO. 2
MASTER INVESTMENT ADVISORY AGREEMENT
The Master Investment Advisory Agreement (the "Agreement"), dated June
1, 2000, by and between A I M Advisors, Inc., a Delaware corporation, and
Short-Term Investments Co., a Maryland corporation, is hereby amended as
follows:
Schedule B of the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE B
COMPENSATION TO THE ADVISOR
The Company shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
Cash Assets Portfolio
Liquid Assets Portfolio
Net Assets Annual Rate
---------- -----------
All Assets ....................................................... 0.15%
Prime Portfolio
Net Assets Annual Rate
---------- -----------
All Assets ....................................................... 0.15%
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated January 1, 2002
A I M ADVISORS, INC.
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------------ ----------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
SHORT-TERM INVESTMENTS CO.
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------------ ----------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
2
