ARTICLES OF AMENDMENT
PILGRIM TROIKA DIALOG RUSSIA FUND, INC.
Pilgrim Troika Dialog Russia Fund, Inc., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is authorized to issue one billion (1,000,000,000)
shares of Common Stock, one tenth of one cent ($0.001) par value per share, with
an aggregate par value of one million dollars ($1,000,000), which have been
previously classified as follows: five hundred million (500,000,000) shares are
designated "Pilgrim Troika Dialog Russia Fund" series and five hundred million
(500,000,000) shares are unclassified. All of the shares of Common Stock of each
series are designated as one class of shares. These Articles of Amendment do not
increase the total authorized capital stock of the Corporation or the aggregate
par value thereof.
SECOND: The Board of Directors hereby redesignates one hundred million
(100,000,000) shares (including all issued shares) of Pilgrim Troika Dialog
Russia Fund Series as Pilgrim Troika Dialog Russia Fund Series Class A Common
Stock.
THIRD: The Board of Directors hereby redesignates one hundred million
(100,000,000) shares of the authorized but unissued shares of Pilgrim Troika
Dialog Russia Fund Series as one hundred million (100,000,000) authorized but
unissued shares of Pilgrim Troika Dialog Russia Fund Series Class B Common
Stock.
FOURTH: The shares of Pilgrim Troika Dialog Russia Fund Series Class A
Common Stock and Class B Common Stock of the Corporation classified hereby shall
have the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as currently set forth in Article FIFTH of the charter of the
Corporation and those set forth as follows:
(a) At such times as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, the officers of the Corporation) in
accordance with the Investment Company Act of 1940, as amended, and applicable
rules and regulations of the National Association of Securities Dealers, Inc.
and reflected in the registration statement of the Corporation, current as of
the time such shares are issued, shares of Class B Common Stock of the
Corporation may be automatically converted into shares of another class of
capital stock of the Corporation based on the relative net asset value of such
classes at the time of conversion, subject, however, to any conditions of
conversion that may be imposed by the Board of Directors (or with the
authorization of the Board of Directors, the officers of the Corporation) and
reflected in such current registration statement relating to the Corporation as
aforesaid.
FIFTH: The Board of Directors of the Corporation has classified and
designated the shares described above pursuant to authority contained in the
Corporation's charter.
<PAGE>
SIXTH: The foregoing amendments to the charter of the Corporation were
approved by a majority of the entire Board of Directors of the Corporation; the
charter amendments are limited to changes expressly permitted by Section 2-605
of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be made
without action by the stockholders.
The undersigned Senior Vice President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and states that
to the best of his knowledge, information and belief, the matters and facts set
forth in these Articles with respect to authorization and approval are true in
all material respects and that this statement is made under penalties of
perjury.
IN WITNESS WHEREOF, Pilgrim Troika Dialog Russia Fund, Inc. has caused
these Articles of Amendment to be signed and filed in its name and on its behalf
by its Senior Vice President, and witnessed by its Secretary on July 26th, 2000.
PILGRIM TROIKA DIALOG RUSSIA FUND, INC.
By: /s/ Michael J. Roland
-------------------------------------
By: Michael J. Roland
Senior Vice President
ATTEST:
/s/ James M. Hennessy
----------------------------
By: James M. Hennessy
Secretary
