Exhibit a(4)
SAMCO FUNDS, INC.
ARTICLES SUPPLEMENTARY
TO THE ARTICLES OF INCORPORATION
SAMCO Funds, Inc., a Maryland corporation (the "Corporation") having a principal
office in Boston, MA and having the Corporation Trust Incorporated as its
resident agent located at 32 South Street, Baltimore, Maryland 21202, hereby
certifies to the State Department of Assessments and Taxation of Maryland as
follows:
FIRST: Pursuant to the authority vested in the Board of Directors in Article
FIFTH of the Articles of Incorporation of the Corporation (the "Charter"), the
Board of Directors may, without shareholder approval, designate one or more
classes of shares of common stock, fix the number of shares in any such class
and reclassify any unissued shares with respect to such class (subject to any
applicable rule, regulation or order of the Securities and Exchange Commission
or other applicable law or regulation) which shall have such preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, terms and conditions of redemption and other
characteristics as the Board may determine in the absence of contrary
determination set forth herein. The aforesaid power shall include the power to
create, by classifying unissued shares in the aforesaid manner, one or more
classes in addition to those initially designated in the Charter;
SECOND: Pursuant to the foregoing authority, the Board of Directors has
reclassified and designated: (a) 350,000,000 authorized but unissued shares of
the SAMCO High Yield Fund common stock, par value $.001 per share, as SAMCO High
Yield Fund Class A common stock, par value $.001 per share (the "Class A
shares"), and (b) 150,000,000 authorized but unissued shares of the SAMCO High
Yield Fund common stock, par value $.001 per share, as SAMCO High Yield Fund
Class B common stock (the "Class B shares"), par value $.001 per share. The
Class A shares and the Class B shares represent interests in the same investment
portfolio of the Corporation and together shall be subject to all provisions of
Article FIFTH of the Charter relating to stock of the Corporation generally and
shall have identical preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption, except as follows:
(a) The dividends and distributions of investment income and capital
gains with respect to the Class A shares and the Class B shares,
respectively, shall be in such amount as may be declared from time to
time by the Board of Directors, and such dividends and distributions may
vary as between the Class A shares and the Class B shares to reflect
differing allocations of the expenses of the Corporation between the
holders of the Class A shares and the holders of the Class B shares to
such extent and for such purposes as the Board of Directors may deem
appropriate;
(b) The holders of the Class B shares shall have the exclusive voting
rights with respect to provisions of a distribution plan, if any,
adopted by the Corporation pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (a "Plan") applicable to the Class B shares and no
voting rights with respect to the provisions of any Plan applicable to
the Class A shares; and the holders of the Class A shares shall have
exclusive voting rights with respect to the provisions of any Plan
applicable to the Class A shares and no voting rights with respect to
the provisions of any Plan applicable to the Class B shares; and
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(c) The net asset value of a Class A share and the net asset value of a
Class B share shall be separately computed, and may vary from one
another, in order to reflect any differences in the undistributed
investment income or capital gains allocated to each such class, or in
the capital account of each such class, resulting from differing
allocations of the expenses of the Corporation between the holders of
the Class A shares and the holders of the Class B shares.
THIRD: The shares aforesaid have been duly classified or reclassified by the
Board of Directors pursuant to the authority and power contained in the
Corporation's Charter.
FOURTH: These Articles Supplementary to the Articles of Incorporation do not
increase the capital stock of the Corporation.
IN WITNESS WHEREOF, SAMCO Funds, Inc. has caused these presents to be signed in
its name and on its behalf by its Chairman and witnessed by its Secretary on
December __, 2000.
ATTESTED: SAMCO FUNDS INC.
Cynthia Surprise, Secretary John Talty, President
THE UNDERSIGNED, John Talty, President of SAMCO Funds, Inc., who executed on
behalf of the Corporation the foregoing Articles Supplementary to the Articles
of Incorporation of which this certificate is made a part, hereby acknowledges
in the name and on behalf of said Corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
John Talty, President
