Exhibit (a)(2)
PILGRIM TROIKA DIALOG RUSSIA FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
Pilgrim Troika Dialog Russia Fund, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation desires to amend and restate its Charter as
currently in effect. Therefore, the Charter of the Corporation is hereby amended
and restated by striking out in its entirety the existing Charter and
substituting in lieu thereof the following:
FIRST: The name of the corporation is "Pilgrim Troika Dialog Russia Fund,
Inc."
SECOND: The purpose for which the corporation is formed and the business or
objects to be transacted, carried on and promoted by it, is to act as an
open-end investment company of the management type registered as such with the
Securities and Exchange Commission pursuant to the Investment Company Act of
1940 and to exercise and generally to enjoy all of the powers, rights and
privileges granted to, or conferred upon, corporations by the general laws of
the State of Maryland now or hereafter in force.
THIRD: The address of the principal office of the corporation in the State
of Maryland is 300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202.
The name and address of the resident agent in the State of Maryland are: CT
Corporation Trust, Inc., 300 East Lombard Street, Suite 1400, Baltimore,
Maryland 21202.
FOURTH: (1) The total number of shares of stock which the Corporation has
authority to issue is one billion (1,000,000,000) shares of Common Stock which
are designated by series 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. The par value of the
shares of each class is one tenth of one cent ($.001) per share.
(2) The aggregate par value of all the authorized shares of stock is one
million dollars ($1,000,000.00).
(3) The Board of Directors of the corporation is authorized, from time to
time, to fix the price or the minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the shares of stock of the
corporation and securities convertible into shares of stock of the corporation.
(4) The Board of Directors of the corporation is authorized, from time to
time, to further classify or to reclassify, as the case may be, any unissued
shares of stock of the corporation by setting or changing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption of the stock.
(5) Subject to the power of the Board of Directors to classify and
reclassify unissued shares, the shares of each class of stock of the corporation
shall have the following preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption:
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(a) (i) All consideration received by the corporation for the issuance or
sale of shares of the class together with all income, earnings, profits and
proceeds thereof, shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors and to effect the conversion of
shares of any class of stock into another class of stock of the
corporation, and are herein referred to as "assets belonging to" such
class.
(ii) The assets belonging to such class shall be charged with the
liabilities of the corporation in respect of such class and with such
class' share of the general liabilities of the corporation, in the latter
case in proportion that the net asset value of such class bears to the net
asset value of all classes. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions on shares of each class, whether
payable in stock or cash, shall be paid only out of earnings, surplus or
other assets belonging to such class.
(iv) In the event of the liquidation or dissolution of the
corporation, stockholders of each class shall be entitled to receive, as a
class, out of the assets of the corporation available for distribution to
stockholders, the assets belonging to such class and the assets so
distributable to the stockholders of such class shall be distributed among
such stockholders in proportion to the number of shares of such class held
by them.
(b) A series of Common Stock may be further classified by the Board of
Directors into two or more classes of stock that may be invested together in the
common investment portfolio in which the series is invested. Notwithstanding the
provisions of paragraph (5)(a) of this Article FOURTH, if two or more classes
are invested in a common investment portfolio as a series, the shares of each
such class of stock of the corporation shall be subject to the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, and, if there are other classes of stock of another series invested
in a different investment portfolio, shall also be subject to the provisions of
paragraph (5)(a) of this Article FOURTH at the series level as if the classes
within the series were one class:
(i) The income and expenses of the series shall be allocated among the
classes in the series in accordance with the number of shares outstanding
of each such class or as otherwise determined by the Board of Directors in
a manner consistent with subparagraph (iii) below.
(ii) As more fully set forth in this paragraph (5)(b) of Article
FOURTH, the liabilities and expenses of the classes in the series shall be
determined separately from those of each other and, accordingly, the net
asset value, the dividends and distributions payable to holders, and the
amounts distributable in the event of liquidation of the corporation to
holders of shares of the corporation's stock may vary from class to class
within the series. Except for these differences and certain other
differences set forth in this paragraph (5) of Article FOURTH or elsewhere
in the Articles of Incorporation, the classes in the same series shall have
the same preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption.
(iii) The dividends and distributions of investment income and capital
gains with respect to the classes in the series shall be in such amounts as
may be declared from time to time by the Board of Directors, and such
dividends and distributions may vary among the classes in the series to
reflect differing allocations of the expenses of the corporation among the
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classes and any resultant differences among the net asset values per share
of the classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income,
capital gains, expenses and liabilities of the corporation among the
classes in the series shall be determined by the Board of Directors in a
manner that is consistent with an order, if any, obtained from the
Securities and Exchange Commission or any future amendment to such order or
any rule or interpretation under the Investment Company Act of 1940, as
amended.
(c) Except as provided below, on each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be entitled to one vote for
each share standing in his name on the books of the corporation irrespective of
the class or series thereof. All holders of shares of stock shall vote as a
single class except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities and Exchange
Commission, or otherwise, or except with respect to any matter which affects
only one or more classes or series of stock, in which case only the holders of
shares of the class, classes or series affected shall be entitled to vote.
(d) The proceeds of the redemption of shares of any class of stock of the
corporation may be reduced by the amount of any contingent deferred sales charge
or other charge (which charges may vary within and among the classes) payable on
such redemption pursuant to the terms of issuance of such shares, all in
accordance with the Investment Company Act of 1940, applicable rules and
regulations thereunder, and applicable rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD").
(e) At such times as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of the corporation)
in accordance with the Investment Company Act of 1940, applicable rules and
regulations thereunder, and applicable rules and regulations of the NASD and
reflected in the corporation's current registration statement, shares of a
particular class of stock of the corporation may be automatically converted into
shares of another class of stock of the corporation based on the relative net
asset values 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, by the officers of the corporation)
and reflected in the corporation's current registration statement as aforesaid.
Except as provided above, all provisions of the Articles of Incorporation
relating to stock of the corporation shall apply to shares of, and to the
holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of stockholders of
all classes or of any class of stock entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be cast
thereon.
(7) The presence in person or by proxy of the holders of one-third of the
shares of stock of the corporation entitled to vote (without regard to class)
shall constitute a quorum at any meeting of the stockholders, except with
respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum.
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(8) The corporation may issue shares of stock in fractional denominations
to the same extent as its whole shares, and shares in fractional denominations
shall be shares of stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the corporation, but excluding
the right to receive a stock certificate evidencing a fractional share.
(9) No holder of any shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class which the corporation proposes to issue, or any rights or options
which the corporation proposes to issue or to grant for the purchase of shares
of any class or for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible into or exchangeable for,
or which carry any rights to subscribe for, purchase, or otherwise acquire
shares of any class of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued if the same have been
reacquired, and any and all of such rights and options may be granted by the
Board of Directors to such persons, firms, corporations and associations, and
for such lawful consideration, and on such terms, as the Board of Directors in
its discretion may determine, without first offering the same, or any thereof,
to any said holder.
FIFTH: (1) The initial number of directors of the corporation is eleven
(11) and the names of those who will serve as such until the first annual
meeting or until their successors are duly elected and qualify are as follows:
Al Burton
Paul S. Doherty
Robert B. Goode
Alan L. Gosule
Walter H. May
Jock Patton
David W.C. Putnam
John R. Smith
Robert W. Stallings
John G. Turner
David W. Wallace
The By-Laws of the corporation may fix the number of directors at a number
greater or less than that named in these Articles of Incorporation and may
authorize a majority of the entire Board of Directors to increase or decrease
the number of directors. The number of directors shall never be less than the
minimum number prescribed by the Maryland General Corporation Law.
(2) The power to make, alter, and repeal the by-laws of the corporation
shall be vested in the Board of Directors of the corporation.
(3) Any determination made in good faith by or pursuant to the direction of
the Board of Directors, as to: the amount of the assets, debts, obligations, or
liabilities of the corporation; the amount of any reserves or charges set up and
the propriety thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or charges (whether
or not any debt, obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged or shall be then or
thereafter required to be paid or discharged); the value of any investment or
fair value of any other asset of the corporation; the amount of net investment
income; the number of shares of stock outstanding; the estimated expense in
connection with purchases or redemptions of the corporation's stock; the ability
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to liquidate investments in an orderly fashion; the extent to which it is
practicable to deliver a cross-section of the portfolio of the corporation in
payment for any such shares, or as to any other matters relating to the issue,
sale, purchase, redemption and/or other acquisition or disposition of
investments or shares of the corporation, or the determination of the net asset
value of shares of the corporation shall be final and conclusive, and shall be
binding upon the corporation and all holders of its shares, past, present and
future, and shares of the corporation are issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.
SIXTH: (1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the corporation shall have any liability to the
corporation or its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.
(2) The corporation shall indemnify and advance expenses to its currently
acting and its former directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The corporation
shall indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law. The Board of
Directors may, through a by-law, resolution or agreement, make further
provisions for indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article SIXTH shall be effective (i) to require a
waiver of compliance with any provision of the Securities Act of 1933, or of the
Investment Company Act of 1940, or of any valid rule, regulation or order of the
Securities and Exchange Commission thereunder or (ii) to protect or purport to
protect any director or officer of the corporation against any liability to the
corporation or its stockholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law in this Article
SIXTH are to the law as from time to time amended. No amendment to the Articles
of Incorporation of the corporation shall affect any right of any person under
this Article SIXTH based on any event, omission or proceeding prior to such
amendment.
SEVENTH: (1) Any holder of shares of stock of the corporation may require
the corporation to redeem and the corporation shall be obligated to redeem at
the option of such holder all or any part of the shares of the corporation owned
by said holder, at the redemption price, pursuant to the method, upon the terms
and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the net asset value per share
determined at such time or times as the Board of Directors of the corporation
shall designate in accordance with any provision of the Investment Company Act
of 1940, any rule or regulation thereunder or exemption or exception therefrom,
or any rule or regulation made or adopted by any securities association
registered under the Securities Exchange Act of 1934.
(b) Net asset value per share of a class shall be determined by dividing:
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(i) The total value of the assets of such class, or in the case of a
series with more than one class, such class's proportionate share of the
total value of the assets of the series, such value determined as provided
in Subsection (c) below less, to the extent determined by or pursuant to
the direction of the Board of Directors, all debts, obligations and
liabilities of such class (which debts, obligations and liabilities shall
include, without limitation of the generality of the foregoing, any and all
debts, obligations, liabilities, or claims, of any and every kind and
nature, fixed, accrued and otherwise, including the estimated accrued
expenses of management and supervision, administration and distribution and
any reserves or charges for any or all of the foregoing, whether for taxes,
expenses or otherwise) but excluding such class's liability upon its shares
and its surplus, by
(ii) The total number of shares of such class outstanding.
The Board of Directors is empowered, in its absolute discretion, to establish
other methods for determining such net asset value whenever such other methods
are deemed by it to be necessary in order to enable the corporation to comply
with, or are deemed by it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of 1940 or any rule or
regulation thereunder.
(c) In determining for the purposes of these Articles of Incorporation the
total value of the assets of the corporation at any time, investments and any
other assets of the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.
(d) Payment of the redemption price by the corporation may be made either
in cash or in securities or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets at the time owned by the
corporation. The value of any part of such payment to be made in securities or
other assets of the corporation shall be the value employed in determining the
redemption price. Payment of the redemption price shall be made on or before the
seventh day following the day on which the shares are properly presented for
redemption hereunder, except that delivery of any securities included in any
such payment shall be made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may be made. The
corporation, pursuant to resolution of the Board of Directors, may deduct from
the payment made for any shares redeemed a liquidating, redemption or similar
charge as may be determined by the Board of Directors from time to time.
(e) Redemption of shares of stock by the corporation is conditional upon
the corporation having funds or property legally available therefor.
(2) The corporation, either directly or through an agent, may repurchase
its shares, out of funds legally available therefor, upon such terms and
conditions and for such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not exceeding the net asset
value per share as determined by the corporation at such time or times as the
Board of Directors of the corporation shall designate, less any liquidating,
redemption or similar charge as may be fixed by resolution of the Board of
Directors of the corporation from time to time, and take all other steps deemed
necessary or advisable in connection therewith.
(3) The corporation may cause the redemption, upon the terms set forth in
subsections (1)(a) through (e) and subsection 5 of this Article SEVENTH, of
shares of a class of stock held by a stockholder if the net asset value of the
shares of stock is less than $500 or such other amount not exceeding $5000 as
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may be fixed from time to time by the Board of Directors (the "Minimum Amount")
with respect to that class. The Board of Directors may establish differing
Minimum Amounts for each class of the corporation's stock and for categories of
holders of stock based on such criteria as the Board of Directors may deem
appropriate. The corporation shall give the stockholder notice which shall be in
writing personally delivered or deposited in the mail, at least 30 days (or such
other number of days as may be specified from time to time by the Board of
Directors) prior to such redemption.
Notwithstanding any other provision of this Article SEVENTH, if
certificates representing such shares have been issued, the redemption price
need not be paid by the corporation until such certificates are presented in
proper form for transfer to the corporation or the agent of the corporation
appointed for such purpose; however, the redemption shall be effective, in
accordance with the resolution of the Board of Directors, regardless of whether
or not such presentation has been made.
(4) The obligations set forth in this Article SEVENTH may be suspended or
postponed as may be permissible under the Investment Company Act of 1940 and the
rules and regulations thereunder.
(5) The Board of Directors may establish other terms and conditions and
procedures for redemption, including requirements as to delivery of certificates
evidencing shares, if issued.
EIGHTH: All persons who shall acquire stock or other securities of the
corporation shall acquire the same subject to the provisions of the
corporation's Charter, as from time to time amended.
NINTH: From time to time any of the provisions of the Charter of the
corporation may be amended, altered or repealed, including amendments which
alter the contract rights of any class of stock outstanding, and other
provisions authorized by the Maryland General Corporation Law at the time in
force may be added or inserted in the manner and at the time prescribed by said
Law, and all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions of this
Article.
SECOND: The amendment and restatement of the Charter of the Corporation
herein made was recommended and advised by a majority of the Board of Directors
of the Corporation of the Corporation at a meeting held on April 18th, 2000, and
was approved by the shareholders of the Corporation at a meeting of such
shareholders held on August 30th, 2000.
THIRD: The provisions set forth in the above Articles of Amendment and
Restatement are all of the provisions of the Corporation's Charter currently in
effect as hereby amended.
FOURTH: The current address of the principal office of the Corporation is
300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202, and the
Corporation's current Resident Agent is CT Corporation Trust, Inc., whose
address is 300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202.
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FIFTH: The Corporation currently has eleven (11) Directors; the Directors
currently in office are as follows:
Al Burton
Paul S. Doherty
Robert B. Goode
Alan L. Gosule
Walter H. May
Jock Patton
David W.C. Putnam
John R. Smith
Robert W. Stallings
John G. Turner
David W. Wallace
SIXTH: These Amended and Restated Articles do not increase the authorized
stock of the Corporation or the aggregate par value of such authorized stock.
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IN WITNESS WHEREOF, Pilgrim Troika Dialog Russia Fund, Inc., has caused
these Articles to be signed in its name and on its behalf by its Senior Vice
President, Michael J. Roland, and attested by its Secretary, James M. Hennessy,
on the 10th day of November, 2000.
THE UNDERSIGNED, Senior Vice President acknowledges these Articles of
Amendment and Restatement 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 herein with respect to the authorization and approval hereof are
true in all material respects and that this statement is made under the
penalties of perjury.
ATTEST: PILGRIM GOLD FUND, INC.
/s/ James M. Hennessy /s/ Michael J. Roland
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By: James M. Hennessy By: Michael J. Roland
Secretary Senior Vice President
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