SUB-ITEM 77Q1(a)ii
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO International Funds, Inc., a corporation organized and existing
under the General Corporation Law of the State of Maryland (the "Company"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Prior to this amendment, the aggregate number of shares which the
Company had the authority to issue was one billion five hundred million
(1,500,000,000) shares, with a par value of one cent ($0.01) per share of all
authorized shares, having an aggregate par value of fifteen million dollars
($15,000,000). The board of directors designated four series of shares of common
stock of the Company, with two or more classes of shares of common stock for
each series, as follows:
<TABLE>
<CAPTION>
Fund Name & Class Allocated Shares
----------------- ----------------
<S> <C>
INVESCO European Fund-Investor Class Two hundred million shares(200,000,000)
INVESCO European Fund-Class C One hundred million shares(100,000,000)
INVESCO International Blue Chip Fund-Investor Class One hundred million shares(100,000,000)
INVESCO International Blue Chip Fund-Class C One hundred million shares(100,000,000)
INVESCO Latin American Growth Fund-Investor Class One hundred million shares(100,000,000)
INVESCO Latin American Growth Fund-Class C One hundred million shares(100,000,000)
INVESCO Pacific Basin Fund-Investor Class One hundred million shares(100,000,000)
INVESCO Pacific Basin Fund-Class C One hundred million shares(100,000,000)
</TABLE>
Pursuant to the power granted to the board of directors in Article III,
Section 1, paragraph 2 of the Articles of Amendment and Restatement of the
Articles of Incorporation, said Articles of the Company are hereby amended as
follows:
ARTICLE III
CAPITALIZATION
Section 1. The aggregate number of shares of stock of all series that the
Company shall have the authority to issue is one billion five hundred million
(1,500,000,000) shares of Common Stock, having a par value of one cent ($0.01)
per share of all authorized shares, having an aggregate par value of fifteen
million dollars ($15,000,000.00). Such stock may be issued as full shares or as
fractional shares.
<PAGE>
In the exercise of the powers granted to the board of directors pursuant
to Section 3 of this Article III, the board of directors designates two series
of shares of common stock of the Company, with two or more classes of shares of
common stock for each series, as follows:
<TABLE>
<CAPTION>
Fund Name & Class Allocated Shares
----------------- ----------------
<S> <C>
INVESCO European Fund-Investor Class Two hundred million shares(200,000,000)
INVESCO European Fund-Class C One hundred million shares(100,000,000)
INVESCO International Blue Chip Fund-Investor Class One hundred million shares(100,000,000)
INVESCO International Blue Chip Fund-Class C One hundred million shares(100,000,000)
</TABLE>
Unless otherwise prohibited by law, so long as the Company is registered
as an open-end investment company under the Investment Company Act of 1940, as
amended, the total number of shares that the Company is authorized to allocate
may be increased or decreased by the board of directors in accordance with the
applicable provisions of the Maryland General Corporation Law.
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 Amendment and Restatement of 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 Company, in
accordance with the requirements of Section 2-607 of the General Corporation Law
of Maryland.
The undersigned President of the Company, who is executing on behalf of
the Company these Articles of Amendment, of which this paragraph is a part,
hereby acknowledges, in the name and on behalf of the Company, the foregoing
Articles of Amendment to be the corporate act of the Company 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 International 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 1st day of December 2000.
These Articles of Amendment shall be effective upon acceptance by the
Maryland State Department of Assessments and Taxation.
INVESCO INTERNATIONAL FUNDS, INC.
By:/s/ Mark H. Williamson
----------------------
Mark H. Williamson, President
[SEAL]
WITNESSED:
By:/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
<PAGE>
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, Ruth A. Christensen, a Notary Public in the City and County of Denver,
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 1st day of December 2000.
/s/ Ruth A. Christensen
--------------------
Notary Public
My commission expires March 16, 2002
