FORM OF
ARTICLES OF TRANSFER
OF
INVESCO SPECIALTY FUNDS, INC.
AND
INVESCO INTERNATIONAL FUNDS, INC.
These Articles of Transfer are entered into and effective as of October
29, 1999 pursuant to the provisions of Section 3-109 of the Corporations and
Associations Article of the Annotated Code of Maryland, by and between the
undersigned corporation, INVESCO International Funds, Inc., a Maryland
corporation, and the undersigned corporation, INVESCO Specialty Funds, Inc., a
Maryland corporation on behalf of its series, INVESCO Latin American Growth Fund
("Fund"), with respect to the transfer of all the assets and liabilities of the
Fund in exchange for shares of common stock in INVESCO Latin American Growth
Fund, a series of INVESCO International Funds, Inc. in accordance with an
Agreement and Plan of Conversion and Termination made as of March 21, 1999
("Plan"), a copy of which is attached hereto as Exhibit A and incorporated
herein by reference.
FIRST: INVESCO Specialty Funds, Inc. - INVESCO Latin American Growth Fund
agrees to transfer all of its property and assets to INVESCO International
Funds, Inc. in accordance with the Plan.
SECOND: INVESCO International Funds, Inc. is a corporation incorporated
under the laws of the State of Maryland.
THIRD: INVESCO Latin American Growth Fund is a series of INVESCO Specialty
Funds, Inc., a corporation organized under the laws of the State of Maryland.
FOURTH: The address and principal place of business of INVESCO Specialty
Funds, Inc. is:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
FIFTH: The principal office of INVESCO International Funds, Inc. in the
State of Maryland is:
c/o The Corporation Trust Incorporated
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
SIXTH: The principal office of INVESCO Specialty Funds, Inc. in the State
of Maryland is:
c/o The Corporation Trust Incorporated
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
SEVENTH: Neither INVESCO International Funds, Inc. nor INVESCO Specialty
Funds, Inc. owns an interest in land located in the State of Maryland.
EIGHTH: The terms and conditions of the transfer as set forth in the Plan
and incorporated by reference into these Articles were advised, authorized, and
approved in the manner and by any vote required by INVESCO International Fund,
Inc.'s Articles of Incorporation, as amended, and the Maryland General
Corporation Law, and INVESCO Specialty Funds, Inc.'s Articles of Incorporation,
as amended, and the Maryland General Corporation Law. The Plan was approved by
INVESCO Specialty Funds, Inc.'s Board of Directors at a meeting on August 5,
1998, and the holders of a majority of the outstanding shares of INVESCO
Specialty Funds, Inc.'s common stock entitled to vote at a meeting of
shareholders on May 28, 1999. The Plan was approved by INVESCO International
Funds, Inc.'s Board of Directors at a meeting on August 5, 1998; no approval by
shareholders of INVESCO International Funds, Inc. was required.
NINTH: The nature and amount of the consideration paid by INVESCO
International Funds, Inc. for the transfer of assets of INVESCO Latin American
Growth Fund to INVESCO International Funds, Inc. has been determined in
accordance with the terms and conditions of the Plan.
IN WITNESS WHEREOF, INVESCO International Funds, Inc. and INVESCO
Specialty Funds, Inc., on behalf of INVESCO Latin American Growth Fund, has each
caused these presents to be signed in its name and on its behalf by the
undersigned officers.
INVESCO INTERNATIONAL FUNDS,
INC., on behalf of
INVESCO Latin American Growth Fund
Attest:
By: By:
---------------------------- ---------------------------------
Xxxx X. Xxxxx, Secretary Xxxx X. Xxxxxxxxxx, President
INVESCO SPECIALTY FUNDS,
INC., on behalf of
INVESCO Latin American Growth Fund
Attest:
By: By:
---------------------------- ---------------------------------
Xxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxx, Treasurer & Chief
Financial & Accounting Officer
THE UNDERSIGNED, the President of INVESCO International Funds, Inc., a
corporation organized under the laws of the State of Maryland on April 2, 1993,
who executed on behalf of said Corporation the foregoing Articles of Transfer of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Transfer to be the
corporate act of said Corporation and further certifies that to the best of
his/her knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.
INVESCO INTERNATIONAL
FUNDS, INC.
-----------------------------
Xxxx X. Xxxxxxxxxx, President
THE UNDERSIGNED, the Treasurer and Chief Financial and Accounting Officer
of INVESCO Specialty Funds, Inc., a corporation organized under the laws of the
State of Maryland on April 12, 1994, who executed on behalf of said Corporation
the foregoing Articles of Transfer of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said Corporation, the
foregoing Articles of Transfer to be the corporate act of said Corporation and
further certifies that to the best of his/her knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
INVESCO SPECIALTY FUNDS, INC.
-----------------------------------
Xxxxxx X. Xxxxxx, Treasurer & Chief
Financial & Accounting Officer
