APPENDIX B
MASTER RELATED AGREEMENT TO
SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN FOR
SHORT-TERM INVESTMENTS TRUST
AND AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN FOR
AND TAX-FREE INVESTMENTS TRUST
This Master Related Agreement ("Agreement") is entered into in accordance with
Rule 12b-1 ("Rule 12b-1") under the Investment Company Act of 1940 ( "1940
Act"), as amended, by Short-Term Investments Trust and Tax-Free Investments
Trust (each individually referred to as a "Trust", or collectively, "Trusts"),
on behalf of each of their respective series of beneficial interest set forth in
Schedule A to this Agreement ("Portfolio" or "Portfolios") with respect to the
classes of shares ("Class" or "Classes") of the Portfolios also listed on
Schedule A, and Fund Management Company ("Distributor"). This Agreement defines
the services to be provided by Distributor, or its designees, for which it is to
receive payments pursuant to the Amended and Restated Master Distribution Plan
or Second Amended and Restated Master Distribution Plan, as applicable
(together, the "Plan"), adopted by the Trusts. The Plan has been approved in
accordance with Rule 12b-1. The provisions of this Agreement are severable for
each Portfolio and Class thereof.
1. Distributor may use the payments received pursuant to paragraph 2 of
this Agreement to finance distribution-related services.
Distribution-related services shall mean any activity which is
primarily intended to result in the sale of shares of the Classes,
including, but not limited to: (i) organizing and conducting sales
seminars; (ii) implementing advertising programs; (iii) engaging
finders and paying finders fees; (iv) printing prospectuses and
statements of additional information (and supplements thereto) and
annual and semi-annual reports for other than existing shareholders;
(v) preparing and distributing advertising material and sales
literature; and (vi) administering the Plan. Distributor may provide
such distribution-related services either directly or through
broker-dealers, banks, and other financial institutions ("Indirect
Service Providers"). Distributor and any broker-dealer, bank, and other
financial institution that has entered into a related agreement with
the Trust(s) that has been approved by the Board(s) of Trustees of the
Trust(s) in accordance with the terms of the Plan ("Direct Service
Providers") will be deemed to have performed all services required to
be performed in order to be entitled to receive payments for
distribution-related services with respect to a share of a particular
Class pursuant to the Plan upon the settlement of the sale of such
share (or a share of another portfolio from which such share derives).
Nothing in the foregoing sentence shall be interpreted to require
payments for distribution-related services with respect to a share of a
particular Class after such share has been redeemed.
Distributor may also use payments received pursuant to paragraph 2 of
this Agreement to finance payments of service fees for personal
continuing shareholder services ("shareholder services"). Shareholder
services may include, but shall not be limited to, the following: (i)
distributing sales literature to customers; (ii) answering routine
customer inquiries concerning the Portfolios and their respective
Classes; (iii) assisting customers in changing dividend options,
account designations and addresses; (iv) assisting customers in
enrolling in any of several retirement plans offered in connection with
the purchase of shares of the Portfolios; (v) assisting customers in
the establishment and maintenance of customer accounts and records;
(vi) assisting customers in the placement of purchase and redemption
transactions; (vii) assisting customers in investing dividends and
capital gains distributions automatically in shares of the
Portfolios; and (viii) providing such other services as the Portfolios
or the customers may reasonably request, so long as such other services
are covered by the term "service fee" as such term is defined and
interpreted by the NASD, Inc. Distributor may implement these
shareholder servicing arrangements either directly or through Indirect
Service Providers.
Any payments that Distributor may make to Indirect Service Providers
are obligations of Distributor and not of the Trusts.
2. For services provided by Distributor or its designee pursuant to this
Agreement, each Portfolio shall pay Distributor a fee, calculated at
the end of each month. The maximum amount payable by a Portfolio with
respect to a particular Class pursuant to this Agreement is set forth
in Appendix A and is qualified by this paragraph 2. The maximum fee
payable by a Portfolio with respect to a Class for the provision of
distribution-related services shall not exceed seventy-five one
hundredths of one percent (0.75%) per annum of the average daily net
assets of the Class. The maximum fee payable by a Portfolio with
respect to a Class for the provision of shareholder services shall not
exceed twenty-five one hundredths of one percent (0.25%) per annum of
the average daily net assets of the Class. Of the total fees paid by a
Portfolio with respect to a particular Class to Distributor and any
Direct Service Provider for shareholder services and
distribution-related services, amounts up to and including the first
twenty-five one hundredths of one percent (0.25%) per annum shall be
considered a fee for shareholder services and any amounts above
twenty-five one hundredths of one percent (0.25%) per annum shall be
considered a fee for distribution-related services.
To the extent any payments by a Portfolio to a Direct Service Provider
with respect to a particular Class are less than the lesser of (A) the
amount set forth in Schedule A to this Agreement for that particular
Class or (B) the amount that the Portfolio is currently paying with
respect to that particular Class as a result of any fee waivers or
reimbursements, the difference shall be paid by the Portfolio to
Distributor.
3. The total of the fees calculated for all of the Portfolios listed on
Schedule A for any period with respect to which calculations are made
shall be paid to Distributor within 10 days after the close of each
month.
4. Distributor shall provide quarterly written reports to the Boards of
Trustees of the Trusts in accordance with the terms of the Plan and
shall furnish such other information as the Boards of Trustees may
reasonably request in connection with payments made pursuant to the
Plan or this Agreement in order to enable the Board of Trustees to make
an informed determination of the nature and value of such expenditures.
5. This Agreement shall become effective immediately upon its approval in
accordance with Rule 12b-1 and continue in effect thereafter with
respect to any Class for a period of more than one year only so long as
such continuance is specifically approved, at least annually, by each
Trust's Board of Trustees, including the trustees who are not
"interested persons" of the Trust, as such term is defined in the 1940
Act, and have no direct or indirect financial interest in the operation
of the Plan or in any agreements related to the Plan (the
"Non-Interested Trustees"), by vote cast in person at a meeting called
for the purpose of voting on this Agreement.
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6. This Agreement may be terminated with respect to any Class at any time,
without payment of any penalty, (i) by vote of a majority of the
Non-Interested Trustees, or (ii) by vote of a majority of the
outstanding voting securities of the applicable Class upon 10 days'
written notice to Distributor. Distributor may terminate this Agreement
upon 10 days' written notice to the Trusts. This Agreement will
automatically terminate by any act which terminates the Plan or in the
event of its "assignment" as that term is defined in the 1940 Act.
7. This Agreement may be amended by mutual written agreement of the
parties.
8. Distributor may enter into other similar Master Related Agreements with
any other investment company without a Trust's consent.
9. 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
without regard to its choice of law provisions.
EFFECTIVE FEBRUARY 25, 2005. FUND MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: President
SHORT-TERM INVESTMENTS TRUST
on behalf of each Portfolio listed on
Schedule A with respect to the Classes of
each such Portfolio
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
TAX-FREE INVESTMENTS TRUST
on behalf of each Portfolio listed on
Schedule A with respect to the Classes of
each such Portfolio
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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SCHEDULE "A" TO MASTER RELATED AGREEMENT TO THE
SECOND AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
SHORT TERM INVESTMENTS TRUST
GOVERNMENT & AGENCY PORTFOLIO MAXIMUM ANNUAL RATE
-------------------
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
GOVERNMENT TAXADVANTAGE PORTFOLIO
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
LIQUID ASSETS PORTFOLIO
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
STIC PRIME PORTFOLIO
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
TREASURY PORTFOLIO
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
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SCHEDULE "A" TO
MASTER RELATED AGREEMENT TO THE
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
TAX-FREE INVESTMENTS TRUST
TAX-FREE CASH RESERVE PORTFOLIO MAXIMUM ANNUAL RATE
-------------------
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Sweep Class 0.25%
Resource Class 0.20%
Cash Management Class 0.10%
Corporate Class 0.03%
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