ARTICLES OF AMENDMENT
TO THE
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Combination Stock & Bond 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 three billion five hundred million
(3,500,000,000) shares, with a par value of one cent ($0.01) per share of all
authorized shares, having an aggregate par value of thirty-five million dollars
($35,000,000). Pursuant to the power granted to the board of directors, Article
III, Section 1 of the Articles of Amendment and Statement of the Articles of
Incorporation of the Company is 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 four billion (4,000,000,000) 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 forty million dollars
($40,000,000.00). 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 3 of this Article III, the board of directors designates three series
of shares of common stock of the Company, with two or more classes of shares of
common stock for each series, designated as follows:
<TABLE>
<CAPTION>
Fund Name & Class Allocated Shares
----------------- ----------------
<S> <C>
INVESCO Balanced Fund-Investor Class Two hundred million shares (200,000,000)
INVESCO Balanced Fund-Institutional Class One hundred million shares (100,000,000)
INVESCO Balanced Fund-Class C One hundred million shares (100,000,000)
INVESCO Equity Income Fund-Investor One billion shares (1,000,000,000)
INVESCO Equity Income Fund-Class C One billion shares (1,000,000,000)
INVESCO Total Return Fund-Investor Class Three hundred million shares (300,000,000)
INVESCO Total Return Fund-Class C Three hundred million shares (300,000,000)
</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 issue 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 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.
<PAGE>
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 Combination Stock & Bond 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 COMBINATION STOCK & BOND FUNDS, INC.
By: /s/ Mark H. Williamson
----------------------
Mark H. Williamson, President
[SEAL]
WITNESSED:
By: /s/ Alan I. Watson
------------------
Alan I. Watson, Assistant Secretary
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 15th day of May, 2000.
/s/ Ruth A. Christensen
-----------------------
Notary Public
My commission expires March 16, 2002
