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MASTER DISTRIBUTION AGREEMENT EXHIBIT 6(m)
BETWEEN
SHORT-TERM INVESTMENTS TRUST
AND
FUND MANAGEMENT COMPANY
THIS AGREEMENT is made this 18th day of October, 1993, by and between
SHORT-TERM INVESTMENTS TRUST, a Delaware business trust (hereinafter referred
to as the "Company"), and FUND MANAGEMENT COMPANY, a Texas corporation,
(hereinafter referred to as the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Company hereby appoints the Distributor as its exclusive
agent for the sale of the shares set forth in Appendix A attached hereto (the
"Shares") of the Company to the public through investment dealers in the United
States and throughout the world in accordance with the terms of the Company's
current prospectus applicable to the Shares.
SECOND: The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however,
(A) the Company may issue Shares of one or more classes of its shares
of beneficial interest to any other investment company or personal holding
company, or to the shareholders thereof, in exchange for all or a majority of
the shares or assets of any such company; and
(B) the Company may issue Shares at their net asset value in
connection with certain categories of transactions or to certain categories of
persons, in accordance with Rule 22d-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), provided that any such category is specified
in the then current prospectuses of the Company.
THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Shares and agrees that it will use its best efforts to sell
such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Company shall,
suspend its efforts to effectuate such sales at any time when, in the opinion
of the Distributor or of the Company, no sales should be made because of market
or other economic considerations or abnormal circumstance of any kind; and
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(B) the Company may withdraw the offering of the Shares (i) at any
time with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction. It is mutually understood and
agreed that the Distributor does not undertake to sell any specific amount of
the Shares. The Company shall have the right to specify minimum amounts for
initial and subsequent orders for the purchase of Shares.
FOURTH:
(A) The public offering price of Shares of the Company (the "offering
price") shall be the net asset value per Share. Net asset value per Share
shall be determined in accordance with the provisions of the then current
Shares' prospectus and statement of additional information.
(B) No provision of this Agreement shall be deemed to prohibit any
payments by the Company to the Distributor or by the Company or the Distributor
or to investment dealers through whom the Shares are sold where such payments
are made under a distribution plan adopted by the Company, on behalf of the
applicable Shares, pursuant to Rule 12b-1 under the 1940 Act and approved by
the Company's trustees and by the holders of the Shares in a manner consistent
with such rule.
FIFTH: The Distributor shall act as agent of the Company in
connection with the sale and repurchase of Shares of the Company. Except with
respect to such sales and repurchases, the Distributor shall act as principal
in all matters relating to the promotion of the sale of Shares of the Company
and shall enter into all of its own engagements, agreements and contracts as
principal on its own account. The Distributor shall enter into Selling Group
Agreements with investment dealers selected by the Distributor, authorizing
such investment dealers to offer and sell Shares of the Company to the public
upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each Selling Group
Agreement shall provide that the investment dealer shall act as a principal,
and not as an agent of the Company.
SIXTH: The Company shall bear
(A) the expenses of qualification of the Shares for sale in connection
with such public offerings in such states as shall be selected by the
Distributor and of continuing the qualification therein until the Distributor
notifies the Company that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH: The Distributor shall bear
(A) the expenses of printing from the final proof and distributing
prospectuses and statements of additional information (including supplements
thereto) of the Company relating to the Shares in connection with public
offerings made by the Distributor pursuant to this Agreement
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(which shall not include those prospectuses and statements of additional
information, and supplements thereto, to be distributed to shareholders by the
Company), and any other promotional or sales literature used by the Distributor
or furnished by the Distributor to dealers in connection with such public
offerings; and
(B) expenses of advertising in connection with such public offerings;
provided however, that the Distributor may be reimbursed for all or a portion
of the expenses described in sections (A) and (B) of this paragraph, or may
receive reasonable compensation for distribution related services, to the
extent permitted by a distribution plan adopted by the Company pursuant to Rule
12b-1 under the 1940 Act.
EIGHTH: The Distributor will accept orders for the purchase of Shares
only to the extent of purchase orders actually received and not in excess of
such orders, and it will not avail itself of any opportunity of making a
profit by expediting or withholding orders. It is mutually understood and
agreed that the Company may reject purchase orders where, in the judgment of
the Company, such rejection is in the best interest of the Company.
NINTH: The Company and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933 and of all
other federal and state laws, rules and regulations governing the issuance and
sale of the Shares.
TENTH:
(A) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company agrees to indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement or prospectuses of the Company, or any omission to state
a material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
connection therewith by or on behalf of the Distributor. The Distributor
agrees to indemnify the Company against any and all claims, demands,
liabilities and expenses which the Company may incur arising out of or based
upon any act or deed of the Distributor or its sales representatives which has
not been authorized by the Company in its prospectuses or in this Agreement.
(B) The Distributor agrees to indemnify the Company against any and
all claims, demands, liabilities and expenses which the Company may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or prospectuses of the Company, or any omission to state
a material fact therein if such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
connection therewith by or on behalf of the Distributor.
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(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the Company's transfer agent
or for any failure of such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to take
any action contrary to any provision of its charter or to any applicable
statute or regulation.
TWELFTH: This Agreement shall become effective at the close of
business on the date hereof, shall continue until June 30, 1994, and shall
continue in force and effect from year to year thereafter, provided, that such
continuance is specifically approved at least annually (a)(i) by the Board of
Trustees of the Company, or (ii) by the vote of a majority of the Company's
outstanding voting securities (as defined in Section 2(a)(42) of the Investment
Company Act), and (b) by vote of a majority of the Company's trustees who are
not parties to this Agreement or "interested persons" (as defined in Section
2(a)(19) of the Investment Company Act) of any party to this Agreement cast in
person at a meeting called for such purpose.
THIRTEENTH:
(A) This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Trustees of the Company or by vote of a
majority of the outstanding voting securities of the Company, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning as defined in Section
2(a)(4) of the Investment Company Act.
FOURTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed, postage paid, to the other party at such
address as such other party may designate for the receipt of such notices.
Until further notice to the other party, it is agreed that the address of both
the Company and the Distributor shall be Eleven Xxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxx 00000.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate as of the day and year first above written.
SHORT-TERM INVESTMENTS TRUST
By: /s/ XXXXXXX X. XXXXX
---------------------------------
President
Attest:
/s/ XXXXX X. XXXXXX
--------------------------
FUND MANAGEMENT COMPANY
By: /s/ XXXXX X. XXXXXXX
---------------------------------
President
Attest:
/s/ XXXXX X. XXXXXX
--------------------------
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APPENDIX A TO
MASTER DISTRIBUTION AGREEMENT OF
SHORT-TERM INVESTMENTS TRUST
Treasury Portfolio
Institutional Class
Personal Investment Class
Private Investment Class
Cash Management Class
Treasury TaxAdvantage Portfolio
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