Form NSAR Exhibit 77Q-2
INVESTMENT SERIES FUNDS, INC.
ARTICLES OF AMENDMENT
INVESTMENT SERIES FUNDS, INC., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The charter of the Corporation is amended by inserting, at
the end of paragraph SEVENTH, new subparagraphs (h) and (i), to read;
"(h) Notwithstanding any provision of the laws of the State of
Maryland or in these Articles of Incorporation requiring a shareholder
vote of a greater proportion, the Directors, with the concurrence of a
majority of the aggregate number of votes entitled to be cast thereon
with respect to any or all series or classes (or, to the extent
permitted under Maryland law, approval of a vote of the holders of a
majority of the outstanding voting securities of any or all series or
classes, as defined in Section 2(a)(42) of the Investment Company Act
of 1940), may sell and convey the assets of the Corporation, or a class
or series of the Corporation, to another trust or corporation organized
under the laws of any state of the United States, which is a diversified
open-end management investment company as defined in the Investment
Company Act of 1940, for an adequate consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Corporation, or each class or series of the
Corporation, and which may include shares of beneficial interest or stock
of such trust or corporation. Upon making provision for the payment of
all the Corporation's liabilities, by such assumption or otherwise, the
Directors shall distribute the remaining proceeds ratably among the
holders of the shares of the Corporation then outstanding.
"(i) To the extent permitted under Maryland law, without the vote
of the shares of any class of stock of the Corporation then outstanding,
the Corporation may, upon approval of a majority of the Board of Directors,
sell and convert into money all the assets of any class or series of the
Corporation. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent, belonging
to the Corporation, or any class or series thereof, the Directors shall
distribute the remaining assets of the Corporation ratably among the
holders of the outstanding shares of the Corporation or any affected class
or series thereof."
SECOND: The foregoing amendments to the charter of the Corporation
were approved by the Board of Directors of the Corporation; and have been
duly approved by the shareholders of the Corporation at a special meeting
of the shareholders held on November 30, 1999.
IN WITNESS WHEREOF, Investment Series Funds, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf as of
January 13, 2000, by its duly authorized officers, who acknowledge that
these Articles of Amendment are the act of the Corporation, that to the best
of their knowledge, information and belief, all matters and facts set forth
therein relating to the authorization and approval of these Articles are
true in all material respects, and that this statement is made under the
penalties of perjury.
WITNESS: INVESTMENT SERIES FUNDS, INC.
/s/ C. Grant Anderson By: /s/ J. Christopher Donahue
C. Grant Anderson J. Christopher Donahue
Assistant Secretary President
