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EXHIBIT a(3)(d)
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 13, 2000, the Amended and Restated Agreement and
Declaration of Trust of Short-Term Investments Trust dated as of November 5,
1998, as amended (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. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. Section 1.2(g) is hereby amended and restated in its entirety to
read as follows:
"(g) "Class Expenses" means expenses incurred by a particular
Class in connection with a shareholder services arrangement
or a distribution plan that is specific to such Class or any
other differing share of expenses or differing fees, in each
case pursuant to a plan adopted by the Trust pursuant to
Rule 18f-3 under the 1940 Act, as such plan or Rule may be
amended from time to time."
3. The second sentence of Section 2.3(b) is hereby amended and restated
in its entirety to read as follows:
"Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the
net assets belonging to that Portfolio and shall have
identical voting, dividend, liquidation, and other rights and
be subject to the same terms and conditions, except that (1)
Class Expenses allocated to a Class for which such expenses
were incurred shall be borne solely by that Class, (2) other
expenses, costs, charges, and reserves allocated to a Class in
accordance with Section 2.5(e) may be borne solely by that
Class, provided that the allocation of such other expenses,
costs, charges, and reserves is not specifically required to
be set forth in a plan adopted by the Trust pursuant to Rule
18f-3 under the Act, (3) dividends declared and payable to a
Class pursuant to Section 7.1 shall reflect the items
separately allocated thereto pursuant to the preceding
clauses, (4) each Class may have separate rights to convert to
another Class, exchange rights, and similar rights, each as
determined by the Trustees, and (5) subject to Section
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2.6(c), each Class may have exclusive voting rights with
respect to matters affecting only that Class."
4. Section 2.6(c) is hereby amended and restated in its entirety to
read as follows:
"(c) If (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
Class B Shares of that Portfolio will stop converting
to the Class A Shares unless the 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 Class B
Shareholders. Should such increase in expenses not be
submitted to a vote of the Class B Shareholders or,
if submitted, should the 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 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 Class B
Shares of that Portfolio will be exchanged or
converted into New Class A Shares no later than the
date such Class B Shares were scheduled to convert to
Class A Shares. 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 Class B Shares of that Portfolio
for a new class of that Portfolio (the "New Class B
Shares"), identical in all material respects to the
Class B Shares of that Portfolio except that the New
Class B Shares will automatically convert into the
New Class A Shares. Such exchanges or conversions
shall be effected in a manner that the Trustees
reasonably believe will not be subject to federal
taxation."
5. Section 2.8 is hereby amended by deleting the clause ", except as
provided herein or by applicable law," from the second sentence of Section 2.8.
6. Section 4.7 is hereby amended and restated in its entirety to read
as follows:
"Section 4.7. Independent Trustee. A Trustee who is an "Independent
Trustee," as that term is defined in the Delaware Act, shall be
deemed to be an Independent Trustee when making any determinations
or taking any action as a Trustee."
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7. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
8. 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 13, 2000.
/s/ ROBERT H. GRAHAM
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Name: Robert H. Graham
Title: President
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