ARTICLES OF TRANSFER
                                       OF
                       INVESCO TAX-FREE INCOME FUNDS, INC.
                                       AND
                            INVESCO BOND FUNDS, INC.


      These Articles of Transfer are entered into and effective as of August 13,
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 Bond Funds, Inc., a Maryland corporation,  and
the undersigned  corporation,  INVESCO  Tax-Free Income Funds,  Inc., a Maryland
corporation on behalf of its sole series,  INVESCO Tax-Free Bond Fund (formerly,
INVESCO Tax-Free Long-Term Bond 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  Tax-Free  Bond Fund, a series of INVESCO Bond Funds,  Inc., in
accordance with an Agreement and Plan of Conversion and  Termination  made as of
March 21, 1999 ("Plan").

      FIRST:  INVESCO Tax-Free Income Funds,  Inc. agrees to transfer all of its
property and assets to INVESCO Bond Funds, Inc. in accordance with the Plan.

      SECOND:  INVESCO Bond Funds, Inc. is a corporation  incorporated under the
laws of the State of Maryland.

      THIRD:  INVESCO  Tax-Free Bond Fund is the only series of INVESCO Tax-Free
Income  Funds,  Inc.,  a  corporation  organized  under the laws of the State of
Maryland.

      FOURTH:  The address and principal  place of business of INVESCO  Tax-Free
Income Funds, Inc. is:

            7800 East Union Avenue
            Denver, Colorado 80237

      FIFTH:  The principal  office of INVESCO Bond Funds,  Inc. in the State of
Maryland is:

            c/o The Corporation Trust Incorporated
            32 South Street
            Baltimore, Maryland 21202

      SIXTH: The principal office of INVESCO Tax-Free Income Funds,  Inc. in the
State of Maryland is:

            c/o The Corporation Trust Incorporated
            32 South Street
            Baltimore, Maryland 21202

      SEVENTH:  Neither  INVESCO Bond Funds,  Inc. nor INVESCO  Tax-Free  Income
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  Bond Funds,  Inc.'s
Articles of Incorporation, as amended, and the Maryland General Corporation Law,
and INVESCO Tax-Free Income Funds, Inc.'s Articles of Incorporation, as amended,
and the  Maryland  General  Corporation  Law.  The Plan was  approved by INVESCO
Tax-Free  Income  Funds,  Inc.'s  Board of Directors at a meeting on February 3,
1999,  and the  holders  of a  majority  of the  outstanding  shares of  INVESCO
Tax-Free  Income  Funds,  Inc.'s  common stock  entitled to vote at a meeting of
shareholders  on May 20,  1999.  The Plan was  approved  by INVESCO  Bond Funds,
Inc.'s  Board of  Directors  at a meeting on  February  3, 1999;  no approval by
shareholders of INVESCO Bond Funds, Inc. was required.

      NINTH:  The nature and amount of the  consideration  paid by INVESCO  Bond
Funds,  Inc. for the transfer of assets of INVESCO Tax-Free Bond Fund to INVESCO
Bond Funds, Inc. has been determined in accordance with the terms and conditions
of the Plan.


<PAGE>

      IN WITNESS WHEREOF,  INVESCO Bond Funds,  Inc. and INVESCO Tax-Free Income
Funds,  Inc.,  on behalf of INVESCO  Tax-Free  Bond Fund,  has each caused these
presents to be signed in its name and on its behalf by the undersigned officers.


                                          INVESCO BOND FUNDS, INC.,
                                          on behalf of INVESCO Tax-Free
                                          Bond Fund

Attest:


By: /s/ Glen A. Payne                     By: /s/ Ronald L. Grooms
    --------------------------                --------------------------
       Glen A. Payne,                         Ronald L. Grooms,
       Secretary                              Treasurer & Chief Financial &
                                              Accounting Officer

                                          INVESCO TAX-FREE INCOME FUNDS,
                                          INC., on behalf of INVESCO Tax-Free
                                          Bond Fund


Attest:


By: /s/ Glen A. Payne                     By: /s/ Ronald L. Grooms
    --------------------------                --------------------------
       Glen A.  Payne,                        Ronald L. Grooms,
       Secretary                              Treasurer & Chief Financial &
                                              Accounting Officer


      THE UNDERSIGNED,  the Treasurer & Chief Financial & Accounting  Officer of
INVESCO Bond 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 BOND FUNDS, INC.


                                    /s/ Ronald L. Grooms
                                    -----------------------------
                                    Ronald L. Grooms,
                                    Treasurer & Chief Financial &
                                    Accounting Officer

<PAGE>

      THE UNDERSIGNED,  the Treasurer & Chief Financial & Accounting  Officer of
INVESCO Tax-Free Income 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 TAX-FREE INCOME FUNDS, INC.


                                    /s/ Ronald L. Grooms
                                    ------------------------------
                                    Ronald L. Grooms,
                                    Treasurer & Chief Financial &
                                    Accounting Officer