EXHIBIT a. 3.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE MALLARD FUND, INC.
The Mallard Fund, Inc., a corporation organized and existing under the
Corporations and Associations Law of the State of Maryland ("Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Article Thirteenth of the Articles of Incorporation of the
Corporation is hereby amended as follows:
THIRTEENTH: TERMINATION OF EXISTENCE. If the Board of Directors of the
Corporation does not commence a tender offer to repurchase all of the
Common Stock of the Corporation by December 31, 2003, the Corporation
shall be liquidated as soon as practical thereafter unless the Corporation
obtains unanimous approval from all shareholders of the Corporation's
Common Stock not to liquidate the Corporation. If unanimous shareholder
approval is obtained after this three-year period, the Corporation shall
continue in existence for two successive three-year periods. If no tender
offer is made within any three-year period, the Corporation shall be
liquidated as soon as practical thereafter unless the Corporation obtains
unanimous approval from all shareholders of the Corporation's Common Stock
not to liquidate the Corporation. In all cases, the Corporation shall
cease to exist at the close of business on December 31, 2009, except that
the Corporation shall continue to exist for the purpose of paying,
satisfying, and discharging any existing debts or obligations, collecting
and distributing its assets, and doing all other acts required to
liquidate and wind up its business and affairs.
The Board of Directors may, to the extent it deems it appropriate, adopt a
plan of termination at any time during the twelve months immediately
preceding the proposed liquidation of the Corporation, which plan of
termination shall set forth the terms and conditions for implementing the
termination of the Corporation's existence under Article Thirteenth.
SECOND: The foregoing amendment was duly adopted in accordance with the
requirements of Section 2-408 of the Corporations and Associations Code of the
State of Maryland at a meeting of the Board of Directors of the Corporation held
on September 18, 2000 and was unanimously approved by the shareholders of the
Corporation at a meeting held in accordance with the requirements of Section
2-604 of the Corporations and Associations Code of the State of Maryland on
September 18, 2000.
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IN WITNESS WHEREOF, The Mallard Fund, Inc. has caused these presents to be
signed in its name on its behalf by the President of the Corporation and
attested to by the Corporation's Secretary on this 27th day of November, 2000,
and further verifies under oath that, to the best of his knowledge, information
and belief, the matters and facts set forth herein are true in all materials
respects, under penalties of perjury.
THE MALLARD FUND, INC.
By: /s/ William S. Dietrich II
---------------------------------
William S. Dietrich II
President
ATTEST:
/s/ Richard F. Berdik
--------------------------
Richard F. Berdik
Secretary
