AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST OF
TAX-FREE INVESTMENTS TRUST
This Amendment No. 1 (this "Amendment") to the Agreement and
Declaration of Trust of Tax-Free Investments Trust (the "Trust") amends,
effective as of December 2, 2004, the Agreement and Declaration of Trust of the
Trust dated as of July 22, 2003 (the "Agreement").
At a meeting held on December 2, 2004, the Board of Trustees of
the Trust, in accordance with Section 9.7 of the Agreement, approved 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. 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 ___, 2004.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXHIBIT 1 TO AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF TAX-FREE INVESTMENTS TRUST
"SCHEDULE A
TAX-FREE INVESTMENTS TRUST
PORTFOLIO AND CLASSES THEREOF
PORTFOLIO CLASSES OF PORTFOLIO
------------------------------- -------------------------
Tax-Free Cash Reserve Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Sweep Class"
