ARTICLES OF TRANSFER
OF
INVESCO SPECIALTY FUNDS, INC.
AND
INVESCO SECTOR FUNDS, INC.
These Articles of Transfer are entered into and effective as of February
11, 2000 pursuant to the provisions of Section 3-109 of the Corporations and
Associations Article of the Annotated Code of Maryland, by and between the
undersigned corporation, INVESCO Sector Funds, Inc., a Maryland corporation, and
the undersigned corporation, INVESCO Specialty Funds, Inc., a Maryland
corporation on behalf of its series, INVESCO Realty Fund and INVESCO
Telecommunications Fund ("Funds"), with respect to the transfer of all the
assets and liabilities of the Funds in exchange for shares of common stock in
INVESCO Realty Fund and INVESCO Telecommunications Fund, two series of INVESCO
Sector Funds, Inc. in accordance with an Agreement and Plan of Conversion and
Termination made as of March 21, 1999 ("Plan").
FIRST: INVESCO Specialty Funds, Inc. agrees to transfer all of its property
and assets to INVESCO Sector Funds, Inc. in accordance with the Plan.
SECOND: INVESCO Sector Funds, Inc. is a corporation incorporated under the
laws of the State of Maryland.
THIRD: INVESCO Realty Fund and INVESCO Telecommunications Fund are the only
series of INVESCO Specialty Funds, Inc., a corporation organized under the laws
of the State of Maryland.
FOURTH: The address and principal place of business of INVESCO Specialty
Funds, Inc. is:
7800 East Union Avenue
Denver, Colorado 80237
FIFTH: The principal office of INVESCO Sector Funds, Inc. in the State of
Maryland is:
c/o The Corporation Trust Incorporated
300 East Lombard Street
Baltimore, Maryland 21202
SIXTH: The principal office of INVESCO Specialty Funds, Inc. in the State
of Maryland is:
c/o The Corporation Trust Incorporated
300 East Lombard Street
Baltimore, Maryland 21202
SEVENTH: Neither INVESCO Sector Funds, Inc. nor INVESCO Specialty Funds,
Inc. owns an interest in land located in the State of Maryland.
EIGHTH: The terms and conditions of the transfer as set forth in the Plan
and incorporated by reference into these Articles were advised, authorized, and
approved in the manner and by any vote required by INVESCO Sector Funds, Inc.'s
Articles of Incorporation, as amended, and the Maryland General Corporation Law,
and INVESCO Specialty Funds, Inc.'s Articles of Incorporation, as amended, and
the Maryland General Corporation Law. The Plan was approved by INVESCO Specialty
<PAGE>
Funds, Inc.'s Board of Directors at a meeting on August 5, 1998, and the holders
of a majority of the outstanding shares of INVESCO Specialty Funds, Inc.'s
common stock entitled to vote at a meeting of shareholders on May 20, 1999. The
Plan was approved by INVESCO Sector Funds, Inc.'s Board of Directors at a
meeting on August 5, 1998; no approval by shareholders of INVESCO Sector Funds,
Inc. was required.
NINTH: The nature and amount of the consideration paid by INVESCO Sector
Funds, Inc. for the transfer of assets of INVESCO Realty Fund and INVESCO
Telecommunications Fund to INVESCO Sector Funds, Inc. has been determined in
accordance with the terms and conditions of the Plan.
IN WITNESS WHEREOF, INVESCO Sector Funds, Inc. and INVESCO Specialty Funds,
Inc., on behalf of INVESCO Realty Fund and INVESCO Telecommunications Fund, has
each caused these present to be signed in their name and on their behalf by the
undersigned officers.
INVESCO SECTOR FUNDS, INC.,
on behalf of INVESCO Realty Fund
and INVESCO Telecommunications Fund
Attest:
By: /s/ Glen A. Payne By: /s/ Mark H. Williamson
----------------- ----------------------
Glen A. Payne, Mark H. Williamson,
Secretary President
INVESCO SPECIALTY FUNDS, INC.,
on behalf of INVESCO Realty Fund
and INVESCO Telecommunications Fund
Attest:
By: /s/ Glen A. Payne By: /s/ Mark H. Williamson
----------------- ----------------------
Glen A. Payne, Mark H. Williamson,
Secretary President
THE UNDERSIGNED, the President of INVESCO Sector Funds, Inc., a corporation
organized under the laws of the State of Maryland on August 10, 1983, who
executed on behalf of said Corporation the foregoing Articles of Transfer of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Transfer to be the
corporate act of said Corporation and further certifies that to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
INVESCO SECTOR FUNDS, INC.
/s/ Mark H. Williamson
----------------------
Mark H. Williamson,
President
<PAGE>
THE UNDERSIGNED, the President of INVESCO Specialty Funds, Inc., a
corporation organized under the laws of the State of Maryland on April 12, 1994,
who executed on behalf of said Corporation the foregoing Articles of Transfer of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Transfer to be the
corporate act of said Corporation and further certifies that to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
INVESCO SPECIALTY FUNDS, INC.
/s/ Mark H. Williamson
----------------------
Mark H. Williamson,
President
