AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This is an Amendment to the Investment Advisory Agreement made and entered
into between INVESCO International Funds, Inc. a Maryland corporation (the
"Fund") and INVESCO Funds Group, Inc., a Delaware corporation (the "Adviser") as
of the 28th day of February, 1997 (the "Agreement").
WITNESSETH:
WHEREAS, the Fund is a corporation organized under the laws of the State
of Maryland; and
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act") , as a diversified, open-end
management investment company and has multiple classes of shares which is
divided into several series, each representing an interest in a separate
portfolio of investments (the "Portfolios"); and
WHEREAS, the Fund and the Adviser are affiliated companies; and
WHEREAS, the Fund and the Adviser desire to modify certain of the terms
and conditions set forth in the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the Agreement shall be, and hereby is, amended as
follows:
1. All references to the INVESCO Pacific Basin Fund and INVESCO Latin
American Growth Fund shall be removed as those Portfolios were
liquidated effective November 28, 2000 pursuant to an Agreement and
Plan of Liquidation and Termination at a special meeting of
shareholders held on November 27th, 2000.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 28th
day of November, 2000.
INVESCO INTERNATIONAL FUNDS, INC.
By: /s/ Mark H. Williamson
----------------------------
Mark H. Williamson, President
ATTEST:
/s/ Glen A. Payne
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Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
--------------------
Ronald L. Grooms
Senior Vice President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
