EXHIBIT (a)(4)
CERTIFICATE OF DESIGNATION
OF
SERIES D AND SERIES E COMMON SHARES
OF
JUNDT FUNDS, INC.
The undersigned duly elected Secretary of Jundt Funds, Inc., a
Minnesota corporation (the "Corporation"), hereby certifies that the following
is a true, complete and correct copy of resolutions duly adopted by a majority
of directors of the Board of Directors of the Corporation effective as of April
28, 2000:
WHEREAS, the total authorized number of shares of the
Corporation is one trillion, all of which shares are common shares, par
value $.01 per share (individually, a "Share" and, collectively, the
"Shares"), as set forth in the Corporation's Articles of Incorporation
(the "Articles").
WHEREAS, ten billion of the Shares have been designated in the
Articles as Series A Common Shares, ten billion of the Shares have been
designated in the Articles as Series B Common Shares, ten billion of
the Shares have been designated in the Articles as Series C Common
Shares, and the remaining nine hundred seventy billion authorized
Shares are undesignated as to series (the "Undesignated Shares").
WHEREAS, pursuant to Section 5(a) of the Articles, the
Undesignated Shares may be issued in such series (individually, a
"Series" and, collectively, together with any other designated series,
the "Series") with such designations, preferences and relative,
participating, optional or other special rights, or qualifications,
limitations or restrictions thereof, as shall be stated or expressed in
a resolution or resolutions providing for the issue of any Series as
may be adopted from time to time by the Corporation's Board of
Directors pursuant to the authority thereby vested in the Corporation's
Board of Directors, and each Series of Shares which the Corporation's
Board of Directors may establish may evidence, if the Board of
Directors shall so determine by resolution, an interest in a separate
and distinct portion of the Corporation's assets, which shall take the
form of a separate portfolio of investment securities, cash and other
assets.
WHEREAS pursuant to Section 5(b) of the Articles, the Shares
of each Series may be classified by the Corporation's Board of
Directors in one or more classes (individually, a "Class" and,
collectively, together with any other class or classes within any
Series, the "Classes") with such relative rights and preferences as
shall be stated or expressed in a resolution or resolutions providing
for the issue of any such Class or Classes as may be adopted from time
to time by the Corporation's Board of Directors.
NOW, THEREFORE, BE IT RESOLVED, that ten billion shares of the
Undesignated Shares be, and they hereby are, designated as Series D
Common Shares, which shall evidence interests in a separate and
distinct portion of the Corporation's assets taking the form of a
separate portfolio of investment securities, cash and other assets.
FURTHER RESOLVED, that ten billion shares of the Undesignated
Shares be, and they hereby are, designated as Series E Common Shares,
which shall evidence interests in a separate and distinct portion of
the Corporation's assets taking the form of a separate portfolio of
investment securities, cash and other assets.
<PAGE>
FURTHER RESOLVED, that the remaining nine hundred fifty
billion authorized Shares of the Corporation shall remain undesignated
as to Series.
FURTHER RESOLVED, that of the ten billion Series D Common
Shares designated herein, one billion are hereby designated as Series
D, Class A Common Shares, one billion are hereby designated as Series
D, Class B Common Shares, one billion are hereby designated as Series
D, Class C Common Shares and one billion are hereby designated as
Series D, Class I Common Shares, and the remaining six billion Series D
Common Shares shall remain undesignated as to Class.
FURTHER RESOLVED, that of the ten billion Series E Common
Shares designated herein, one billion are hereby designated as Series
E, Class A Common Shares, one billion are hereby designated as Series
E, Class B Common Shares, one billion are hereby designated as Series
E, Class C Common Shares and one billion are hereby designated as
Series E, Class I Common Shares, and the remaining six billion Series E
Common Shares shall remain undesignated as to Class.
FURTHER RESOLVED, that the Series D, Class A Common Shares,
Series D, Class B Common Shares, Series D, Class C Common Shares and
Series D, Class I Common Shares and the Series E, Class A Common
Shares, Series E, Class B Common Shares, Series E, Class C Common
Shares and Series E, Class I Common Shares designated by these
resolutions shall have the relative rights and preferences set forth in
the Articles. Without limiting the generality of this resolution, and
as provided in Section 5(b) of the Articles:
(a) each Class of Common Shares designated by these
resolutions may be subject to such charges and expenses
(including, by way of example, but not by way of limitation,
front-end and deferred sales charges, expenses under Rule
12b-1 plans, administration plans, service plans, or other
plans or arrangements, however designated) adopted from time
to time by the Corporation's Board of Directors in accordance,
to the extent applicable, with the Investment Company Act of
1940 and the rules and regulations promulgated thereunder, as
now enacted, promulgated or hereafter amended (collectively,
the "Investment Company Act"), which charges and expenses may
differ from those applicable to another Class, and all of the
charges and expenses to which a Class is subject shall be
borne by such Class and shall be appropriately reflected in
determining the net asset value and the amounts payable with
respect to dividends and distributions on, and redemptions or
liquidation of, such Class; and
(b) the Corporation's Board of Directors shall have the
authority, subject to compliance with the requirements of the
Investment Company Act, to provide that Shares of any Class
shall be convertible (automatically, optionally or otherwise)
into Shares of one or more other Classes in accordance with
such requirements and procedures as may be established by the
Corporation's Board of Directors.
FURTHER RESOLVED that the officers of the Corporation are
hereby authorized and directed to file with the office of the Secretary
of State of Minnesota a Certificate of Designation setting forth the
relative rights and preferences of the Shares designated hereby, as
required by Section 302A.401, Subd. 3(b) of the Minnesota Statutes.
-2-
<PAGE>
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Designation on behalf of the Corporation this 8th day of June, 2000.
-----------------------------------------
James E. Nicholson, Secretary
-3-
