FORM OF
AMENDMENT TO SUB-ADVISORY AGREEMENT
This is an Amendment to the Sub-Advisory Agreement made and entered into
between INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") and
INVESCO Asset Management Limited, a United Kingdom corporation (the
"Sub-Adviser") as of the 28th day of February, 1997 (the "Agreement").
WITNESSETH:
WHEREAS, INVESCO International Funds, Inc. (the "Company") is engaged in
business as a diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended and has multiple classes of
shares which are divided into several series, each representing an interest in a
separate portfolio of investments (collectively, the "Funds"); and
WHEREAS, INVESCO and the Sub-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 shall be removed as
the Portfolio was 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 FUNDS GROUP, INC.
By: _______________________________
Mark H. Williamson, President
ATTEST:
________________________
Glen A. Payne, Secretary
INVESCO ASSET MANAGEMENT LIMITED
By: ______________________________
Michael D'Arcy Benson,
ATTEST: Chief Executive Officer
____________________________
Robert J. Cackett, Secretary
