AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT BETWEEN SHORT-TERM INVESTMENTS TRUST AND FUND MANAGEMENT COMPANY The First Amended and Restated Master Distribution Agreement (the "Agreement"), dated July 1, 2000, by and...

                                                                 EXHIBIT e(1)(c)


                               AMENDMENT NO. 2 TO
                           FIRST AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT
                                     BETWEEN
                          SHORT-TERM INVESTMENTS TRUST
                                       AND
                             FUND MANAGEMENT COMPANY


         The First Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 2000, by and between SHORT-TERM INVESTMENTS TRUST, a
Delaware statutory trust, and FUND MANAGEMENT COMPANY, a Texas corporation, is
hereby amended as follows:

         Appendix A of 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 TRUST

CASH ASSETS PORTFOLIO

         Institutional Class

GOVERNMENT & AGENCY PORTFOLIO

         Cash Management Class
         Institutional Class
         Personal Investment Class
         Private Investment Class
         Reserve Class
         Resource Class
         Sweep Class

GOVERNMENT TAXADVANTAGE PORTFOLIO

         Cash Management Class
         Institutional Class
         Personal Investment Class
         Private Investment Class
         Reserve Class
         Resource Class
         Sweep Class





LIQUID ASSETS PORTFOLIO

         Cash Management Class
         Institutional Class
         Personal Investment Class
         Private Investment Class
         Reserve Class
         Resource Class
         Sweep Class

STIC PRIME PORTFOLIO

         Cash Management Class
         Institutional Class
         Personal Investment Class
         Private Investment Class
         Reserve Class
         Resource Class
         Sweep Class

TREASURY PORTFOLIO

         Cash Management Class
         Institutional Class
         Personal Investment Class
         Private Investment Class
         Reserve Class
         Resource Class
         Sweep Class"





         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Dated: November 24, 2003

                                                    SHORT-TERM INVESTMENTS TRUST


Attest: /s/ Xxxx X. Xxxxxx                          By:     /s/ Xxxxxx X. Xxxxxx
        ----------------------------                    ------------------------
Name:   Xxxx X. Xxxxxx                              Name:   Xxxxxx X. Xxxxxx
Title:  Assistant Secretary                         Title:  President

(SEAL)


                                                    FUND MANAGEMENT COMPANY


Attest: /s/ Xxxx X. Xxxxxx                          By:    /s/ Xxxxx Xxxx Xxxxxx
        ----------------------------                     -----------------------
Name:   Xxxx X. Xxxxxx                              Name:  Xxxxx Xxxx Xxxxxx
Title:    Assistant Secretary                       Title: President


(SEAL)