<PAGE> 1
EXHIBIT m(2)(d)
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN PURSUANT TO RULE 12B-1
OF
SHORT-TERM INVESTMENTS TRUST
The Amended and Restated Master Distribution Plan Pursuant to Rule
12b-1 (the "Plan") of Short-Term Investments Trust (the "Trust"), a Delaware
business Trust, is hereby amended as follows:
Appendix A of the Plan is hereby deleted in its entirety and replaced
with the following:
"APPENDIX A TO
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
OF
SHORT-TERM INVESTMENTS TRUST
The Trust shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each class as designed below, a Distribution Fee* determined by applying the
annual rate set forth below as to each class to the average daily net asset
value of the class for the plan year, computed in a manner used for the
determination of the offering price of shares of the class.
<TABLE>
<CAPTION>
GOVERNMENT & AGENCY PORTFOLIO ANNUAL RATE
----------------------------- -----------
<S> <C>
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Resource Class 0.20%
Cash Management Class 0.10%
</TABLE>
<TABLE>
<CAPTION>
GOVERNMENT TAXADVANTAGE PORTFOLIO ANNUAL RATE
--------------------------------- -----------
<S> <C>
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Resource Class 0.20%
Cash Management Class 0.10%
</TABLE>
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<PAGE> 2
<TABLE>
<CAPTION>
TREASURY PORTFOLIO ANNUAL RATE
------------------ -----------
<S> <C>
Reserve Class 1.00%
Personal Investment Class 0.75%
Private Investment Class 0.50%
Resource Class 0.20%
Cash Management Class 0.10%
</TABLE>
----------------
* The Distribution Fee is payable apart from the sales charge, if any,
as stated in the current prospectus for the applicable class. The amount of the
Distribution Fee is subject to any applicable limitations imposed from time to
time by applicable Rules of the National Association of Securities Dealers,
Inc."
All other terms and provisions of the Plan not amended herein shall
remain in full force and effect.
Dated: June 1, 2000
SHORT-TERM INVESTMENTS TRUST
Attest: /s/ LISA A. MOSS By: /s/ ROBERT H. GRAHAM
------------------------------ ------------------------------
Name: Lisa A. Moss Name: Robert H. Graham
Title: Assistant Secretary Title: President
(SEAL)
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