EXHIBIT 23A-
ARTICLES OF INCORPORATION OF REGISTRANT
ARTICLES OF INCORPORATION
OF
GALILEO FUNDS, INC.
FIRST: The undersigned, Jacqueline M. Giles, whose post office address is 1013
Centre Road, Wilmington, DE 19805 being at least eighteen years of age, does
hereby form a corporation under the General Laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
Corporation) is:
GALILEO FUNDS, INC.
THIRD: The purpose or purposes of the corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation law of the State of Maryland, including to be a registered
investment company
FOURTH: The post office address of the principal office of the Corporation in
Maryland is 11 East Chase Street, Baltimore, MD 21202. The name and post office
address of the resident agent is CSC-Lawyers Incorporating Service Company, 11
East Chase Street, Baltimore, MD 21202. Said resident agent is a domestic
corporation of the State of Maryland.
FIFTH: The total number of shares of stock that the Corporation has authority to
issue is
One Hundred Million (100,000,000) at 0.0001 par value
SIXTH: The number of directors of the Corporation shall be 1 which number may be
increased or decreased pursuant to the by-laws of the Corporation, and so long
as there are less than three (3) stockholders, the number of directors may be
less than three (3) but not less than the number of stockholders, and the name
(s) of the director (s) who shall act until their successors are duly chosen and
qualified is (are):
Marcel L. Engenheiro 1 Columbus Place, Suite S16-G
New York, NY 10019
SEVENTH: the duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on July 13,
1999, and severally acknowledged the same to be my act.
/s/ Jacqueline M. Giles
------------------------
Jacqueline M. Giles
Incorporator
ACTION OF SOLE INCORPORATOR
GALILEO FUNDS, INC.
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The undersigned, without a meeting, being the sole incorporator of the
Corporation, does hereby elect the persons listed below to serve as director(s)
of the corporation until the first annual meeting of shareholders and until
their successors are elected and qualify:
MARCEL L. ENGENHEIRO
/s/ Jacqueline M. Giles
-----------------------
Jacqueline M. Giles
Incorporator
Dated: July 15, 1999
jg
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ARTICLES OF AMENDMENT
OF
GALILEO FUNDS, INC.
Galileo Funds, Inc., a Maryland corporation having its principal office in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by striking out ARTICLE
SECOND and inserting in lieu thereof the following:
"SECOND: THE NAME OF THIS CORPORATION SHALL BE GEMINI FUNDS, INC."
SECOND: The amendment of the charter of the Corporation as hereinabove set forth
has been duly advised by the board of directors and approved by the stockholders
of the Corporation.
I, Marcel L. Engenheiro, certify under penalties of perjury that to the best of
my knowledge, information and belief the foregoing resolution is true in all
material respects.
By: _____________________________
Marcel L. Engenheiro
President
Attested By:
--------------------------------
Marcel L. Engenheiro
Secretary
