AMENDMENT NO. 2 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
TAX-FREE INVESTMENTS TRUST
This Amendment No. 2 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of Tax-Free Investments Trust (the "Trust")
amends, effective as of July 5, 2006, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of September 14, 2005, as amended
(the "Agreement").
By consent dated as of July 5, 2006, the Board of Trustees of the Trust,
in accordance with Section 9.7 of the Agreement, approved the amendments to the
Agreement.
Under Section 9.7 of the Agreement, this Amendment may be executed by a
duly authorized officer of the Trust.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. A new Section 2.6A of the Agreement is added after Section 2.6 of the
Agreement as set forth below:
"Section 2.6A. Additional Conversion Rights and Preferences of Certain Class
B Shares. In addition to the relative rights and preferences set forth in
Section 2.5 and Section 2.6 and all other provisions of this Agreement
relating to Shares of the Trust generally, any Class of any Portfolio
designated as Class B Shares that were acquired by (i) exchange offer from
closed-end AIM Floating Rate Fund, or (ii) exchange offer from a Portfolio or
any other series portfolio in the AIM fund complex if such shares were
previously acquired by exchange offer from closed-end AIM Floating Rate Fund
(the "Legacy Class B Shares") shall have the following rights and
preferences:
(a) Conversion of Legacy Class B Shares. At the Legacy Class B Share
Conversion Effective Time described in Section 2.6A(d) below, all of
the issued and outstanding Legacy Class B Shares of any Portfolio of
the Trust offering Legacy Class B Shares shall convert to Class A
Shares of the applicable Portfolio based upon their respective net
asset values, and thereafter shall have the attributes of Class A
Shares of the applicable Portfolio. All issued and outstanding
Legacy Class B Shares shall thereafter be deemed to be cancelled.
The stock transfer books for Legacy Class B Shares of a Portfolio
will be closed at the Legacy Class B Share Conversion Effective Time
and only requests for redemption of Legacy Class B Shares of a
Portfolio received in proper form prior to the close of trading on
the New York Stock Exchange on the date of the Legacy Class B Share
Conversion Effective Time shall be accepted. Thereafter, redemption
requests received by a Portfolio for Legacy Class B Shares shall be
deemed to be a redemption requests for Class A Shares into which
Legacy Class B Shares were converted.
(b) Attribution of Assets and Liabilities. At the Legacy Class B Share
Conversion Effective Time described in Section 2.6A(d) below, the
proportionate undivided interest in the net assets of a Portfolio
attributable to Legacy Class B Shares shall become a part of the
proportionate
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undivided interest in the net assets of the Portfolio attributable
to its Class A Shares, and the expenses, costs, charges and reserves
allocated to the Legacy Class B Shares of a Portfolio immediately
prior to the Legacy Class B Share Conversion Effective Time shall
become expenses, costs, charges and reserves of Class A Shares of
such Portfolio. The Portfolio shall instruct its transfer agent to
reflect in the transfer agent's records the attribution of the
Legacy Class B Shares in the manner described above.
(c) Shareholder Accounts. At the Legacy Class B Share Conversion
Effective Time described in Section 2.6A(d) below, each shareholder
of record of Legacy Class B Shares of a Portfolio will receive that
number of Class A Shares of such Portfolio having an aggregate net
asset value equal to the net asset value of the Legacy Class B
Shares of such Portfolio held by such shareholder immediately prior
to the Legacy Class B Share Conversion Effective Time. Each
Portfolio will establish an open account on its records in the name
of each Legacy Class B Shareholder to which will be credited the
respective number of Class A Shares of such Portfolio due to such
shareholder. Fractional Legacy Class B Shares will be carried to the
third decimal place. Certificates representing Class A Shares will
not be issued. The net asset value of the Class A Shares and Legacy
Class B Shares will be determined at the Legacy Class B Share
Conversion Effective Time in accordance with the policies and
procedures of the applicable Portfolio as set forth in its
registration statement.
(d) The conversion of Legacy Class B Shares into Class A Shares shall
occur July 27, 2006 at 5:00 p.m. Eastern time or such later date and
time as the officers of the Trust shall determine (the "Legacy Class
B Share Conversion Effective Time").
(e) If, prior to the Legacy Class B Share Conversion Effective Time, (1)
the Class A Shareholders of a Portfolio approve any increase in
expenses allocated to the Class A Shares of that Portfolio in
connection with (A) a Plan of Distribution adopted pursuant to Rule
12b-1 under the 1940 Act, (B) a non-Rule 12b-1 shareholder services
plan or (C) any other plan or arrangement whereby Classes of that
Portfolio pay a different share of other expenses, not including
advisory or custodial fees or other expenses related to the
management of the Trust's assets, then (2) the Legacy Class B Shares
of that Portfolio will not convert to the Class A Shares unless the
Legacy Class B Shareholders of that Portfolio, voting separately,
approve the increase in expenses. The Trustees shall have sole
discretion in determining whether such increase in expenses is
submitted to a vote of the Legacy Class B Shareholders. Should such
increase in expenses not be submitted to a vote of the Legacy Class
B Shareholders or, if submitted, should the Legacy Class B
Shareholders fail to approve such increase in expenses, the Trustees
shall take such action as is necessary to: (1) create a new class of
that Portfolio (the "New Legacy Class A Shares") which shall be
identical in all material respects to the Class A Shares of that
Portfolio as they existed prior to the implementation of the
increase in expenses; and (2) ensure that the existing Legacy Class
B Shares of that Portfolio will be exchanged or
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converted into New Legacy Class A Shares no later than the Legacy
Class B Share Conversion Effective Time. If deemed advisable by the
Trustees to implement the foregoing, and at the sole discretion of
the Trustees, such action may include the exchange of all Legacy
Class B Shares of that Portfolio for a new class of that Portfolio
(the "New Legacy Class B Shares"), identical in all material
respects to the Legacy Class B Shares of that Portfolio except that
the New Legacy Class B Shares will convert into the New Legacy Class
A Shares at the Legacy Class B Share Conversion Effective Time. Such
exchanges or conversions shall be effected in a manner that the
Trustees reasonably believe will not be subject to federal
taxation."
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is hereby
confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of July 5, 2006.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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