ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Treasurer's Series Funds, Inc., a corporation organized and
existing under the General Corporation Law of the State of Maryland (the
"Corporation"), hereby certifies that:
FIRST: Prior to this amendment, the aggregate number of shares which the
Corporation had the authority to issue was four billion (4,000,000,000) shares,
with a par value of one cent ($0.01) per share of all authorized shares, having
an aggregate par value of forty million dollars ($40,000,000). Pursuant to the
power granted to the board of directors, Article V, sections (1) and (2) of the
Articles of Incorporation of the Corporation are hereby amended as follows:
ARTICLE V
CAPITAL STOCK
(1) The aggregate number of shares of stock that the Corporation shall have
authority to issue is ten billion (10,000,000,000) shares of common stock with a
par value of one cent ($0.01) per share of all authorized shares, having an
aggregate par value of one hundred million dollars ($100,000,000). Such stock
may be issued as full shares or as fractional shares.
In the exercise of the powers granted to the board of directors pursuant to
section (2) of this Article V, the board of directors designates two series of
shares of common stock of the Corporation, designated as follows:
<TABLE>
<CAPTION>
Fund Name Allocated Shares
--------- ----------------
<S> <C>
INVESCO Treasurer's Money Market Reserve Fund Seven billion shares (7,000,000,000)
INVESCO Treasurer's Tax-Exempt Reserve Fund One billion shares (1,000,000,000)
</TABLE>
Unless otherwise prohibited by law, so long as the Corporation is
registered as an open-end investment company under the Investment Company Act of
1940, as amended, the total number of shares which the Corporation is authorized
to issue may be increased or decreased by the Board of Directors in accordance
with the applicable provisions of the Maryland General Corporation Law.
(2) The Corporation is authorized to issue its shares in one or more series
or one or more classes, and, except as prohibited by law, the different series
or classes shall be established and designated, and the variations in the
relative preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as between the different series or classes shall be fixed and
determined by the Board of Directors; provided that the Board of Directors shall
not classify or reclassify any of such shares into any class or series of stock
which is prior to any class or series of stock then outstanding with respect to
rights upon the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of the general assets of, the Corporation, except that
there may be variations so fixed and determined between different series or
classes as to investment objective, purchase price, right of redemption, special
rights as to dividends and on liquidation with respect to assets belonging to a
particular series or class, voting powers and conversion rights. All references
to Common Shares in these Articles shall be deemed to be shares of any or all
series and classes as the context may require.
<PAGE>
The following is a description of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the series of Common Shares of the
Corporation designated as the INVESCO Treasurer's Money Market Reserve Fund and
the INVESCO Treasurer's Tax-Exempt Reserve Fund, and any additional class or
series of Common Shares of the Corporation (unless provided otherwise by the
Board of Directors with respect to any such additional class or series at the
time of establishing and designating such series).
SECOND: Shares of each class have been duly authorized and classified by
the board of directors pursuant to authority and power contained in the Articles
of Incorporation of the Company. The information required by Section 2-607,
subsection (b) of the General Corporation Law of Maryland was not changed by
these Articles of Amendment.
THIRD: The provisions set forth in these Articles of Amendment were
approved by a majority of the entire board of directors of the Corporation, in
accordance with the requirements of Section 2-607 of the General Corporation Law
of Maryland.
The undersigned, President of the Corporation, who is executing on behalf
of the Corporation these Articles of Amendment, of which this paragraph is made
a part, hereby acknowledges, in the name and on behalf of the Corporation, the
foregoing Articles of Amendment to be the corporate act of the Corporation and
further verifies under oath that, to the best of his knowledge, information and
belief, the matters and facts set forth herein are true in all material
respects, under the penalties of perjury.
IN WITNESS WHEREOF, INVESCO Treasurers' Series Funds, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and witnessed by its Secretary on this 15th day of May, 2000.
These Articles of Amendment shall be effective upon acceptance by the
Maryland State Department of Assessments and Taxation.
INVESCO TREASURERS' SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
---------------------
Mark H. Williamson
President
WITNESSED:
/s/ Alan I. Watson
-----------------
Alan I. Watson, Assistant Secretary
<PAGE>
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, Ruth A. Christiansen, a notary public in and for the County of Denver,
City of Denver, and State of Colorado, do hereby certify that Mark H.
Williamson, personally known to me to be the person whose name is subscribed to
the foregoing Articles of Amendment, appeared before me this date in person and
acknowledged that he signed, sealed and delivered said instrument as his full
and voluntary act and deed for the uses and purposes therein set forth.
Witness my hand and official seal this 15th day of May, 2000.
/s/ Ruth A. Christensen
-----------------------
Notary Public
My commission expires: March 16, 2002
