AMENDMENT NO. 3
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF SHORT-TERM INVESTMENTS TRUST
This Amendment No. 3 to the Amended and Restated Agreement and
Declaration of Trust of Short-Term Investments Trust (this "Amendment") amends,
effective as of December 2, 2004, the Amended and Restated Agreement and
Declaration of Trust of Short-Term Investments Trust (the "Trust") dated as of
May 15, 2002, as amended (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 1.4 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
"Section 1.4. Certificate of Trust. Immediately upon the execution of
this Agreement, the Trustees shall file a Certificate of Trust in the
office of the Secretary of State of the State of Delaware pursuant to
the Delaware Act."
2. Section 7.1 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
"Section 7.1 Distributions. The Trustees may from time to time declare
and pay dividends and make other distributions with respect to any
Portfolio, or Class thereof, which may be from income, capital gains or
capital. The amount of such dividends or distributions and the payment
of them and whether they are in cash or any other Trust Property shall
be wholly in the discretion of the Trustees, although the Trustees
pursuant to Section 4.1(j) may delegate the authority to set record,
declaration, payment and ex-dividend dates, determine the amount of
dividends and distributions and pay such dividends and distributions.
Dividends and other distributions may be paid pursuant to a standing
resolution adopted once or more often as the Trustees determine. All
dividends and other distributions on Shares of a particular Portfolio
or Class shall be distributed pro rata to the Shareholders of that
Portfolio or Class, as the case may be, in proportion to the number of
Shares of that Portfolio or Class they held on the record date
established for such payment, provided that such dividends and other
distributions on Shares of a Class shall appropriately reflect Class
Expenses and other expenses allocated to that Class. The Trustees may
adopt and offer to Shareholders such dividend reinvestment plans, cash
distribution payment plans, or similar plans as the Trustees deem
appropriate."
3. Schedule A of the Agreement is hereby amended and restated to read
in its entirety as set forth on Exhibit 1 to this Amendment.
4. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
5. 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 December 2, 2004.
By: /s/Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
2
EXHIBIT 1 TO AMENDMENT NO. 3
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF SHORT-TERM INVESTMENTS TRUST
"SCHEDULE A
SHORT-TERM INVESTMENTS TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------------------------------- -------------------------
Cash Assets Portfolio Institutional Class
Government & Agency Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class
Government TaxAdvantage Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class
Liquid Assets Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class
STIC Prime Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------------------------------- -------------------------
Treasury Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class"