ARTICLES OF INCORPORATION
GRAHAM & CO. FUNDS, INC.
FIRST: The undersigned, Gerald Wolfe, whose post office address
is Law In Progress, 2102 Business Center Drive, Irvine CA
92612, being at least (18) years of age, does hereby form a
corporation under and by virtue of the general laws of the State
of Maryland.
SECOND: The name of the corporation (which is hereinafter called
the "Corporation") is
Graham & Co. Funds, Inc.
THIRD: The purposes for which the Corporation is formed and the
business and objects to be carried on and promoted by it are as
follows: To engage generally in the business of an open-end
investment company of the management type and registered as such
with the Securities and Exchange Commission pursuant to the
Investment Company Act of 1940, as amended and as may be further
amended from time to time (the "Investment Company Act"), and to
exercise and generally to enjoy all of the powers, rights, and
privileges granted to or conferred upon corporations by the
Maryland General Corporation Law, as amended from time to time
(the "Maryland General Corporation Law").
FOURTH: The address of the Principal Office of the Corporation in
Maryland is Graham & Co. Funds, Inc. c/o MDR 343 N. Charles
Street, Baltimore MD 21201. The name and address of the Resident
Agent of the Corporation in Maryland is MDR Resident Agents, Inc.
343 N. Charles Street, Baltimore MD 21201. Said resident agent
is a Maryland corporation.
FIFTH: (a) The total number of shares of all classes and series
of stock which the Corporation has atlil1ty to issue is One
Billion (1,000,000,000) shares of capital stock, with a par value
of $0.0001 per share, for an aggregate par value of One Hundred
Thousand Dollars ($100,000). All of such shares are initially
classified as "Common Stock." Initially, 600,000,000 of the
shares of Common Stock shall be divided into three classes of
200,000,000 shares each, such classes being designated as the
"Class A Shares," the "Class B Shares" and the "Class C Shares"
(the classes of Common Stock, together with any further class or
classes of Common Stock from time to time created by the Board of
Directors, being referred to herein individually as a "Class" or
"Series" and collectively as the "Classes" or "Series"). The
Board of Directors may classify or reclassify any unissued shares
of capital stock (whether or not such shares have been previously
classified or reclassified) of the Corporation by fixing or
altering in any one or more respects, from time to time before
issuance of such shares, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or the terms or conditions of redemption, of such
shares of capital stock.
(b) A description of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and the terms and conditions of redemption of all
Classes of Common Stock is as follows, unless otherwise set forth
in Articles Supplementary filed with the Maryland State
Department of Assessments and Taxation (the "SDAT") with respect
to any additional Class from time to time created by the Board of
Directors:
(1) Assets Belonging to Class. All consideration received by
the Corporation from the issue or sale of shares of a particular
Class, together with all assets in which such consideration is
invested or reinvested; all income, earnings, profits, and
proceeds thereon, including any proceeds derived from the sale,
exchange, or liquidation of such assets; and any funds or
payments derived from any investment or reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to that Class for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account
of the Corporation. Such consideration, assets, income, earnings,
profits, and proceeds, together with any General Asset Items
(defined below) allocated to that Class as provided in the
following sentence, are herein referred to collectively as
"assets belonging to" that Class. In the event that there are any
assets, income, earnings, profits, or proceeds which are not
readily identifiable as belonging to any particular Class
(collectively, "General Asset Items"), such General Asset Items
shall be allocated by or under the direction of the Board of
Directors to and among any one or more of the Classes established
and designated from time to time in such manner and on such basis
as the Board of Directors, in its sole discretion, deems fair and
equitable, and any General Asset Items so allocated to a
particular Class shall belong to that Class. Each such allocation
by or under the direction of the Board of Directors shall be
conclusive and binding for all purposes.
(2) Liabilities Belonging to Class. The assets belonging to
each particular Class shall be charged with the liabilities of
the Corporation in respect of that Class and with all expenses,
costs, charges, and reserves attributable to that Class, and
shall be so recorded upon the books of account of the
Corporation. Such liabilities, expenses, costs, charges, and
reserves, together with any General Liability Items (defined
below) allocated and charged to that Class as provided in the
following sentence, are herein referred to as "liabilities
belonging to" that Class. In the event that there are any general
liabilities, expenses, costs, charges, or reserves of the
Corporation which are not readily identifiable as belonging to
any particular Class (collectively, "General Liability Items"),
such General Liability Items shall be allocated by or under the
direction of the Board of Directors to and among any one or more
of the Classes established and designated from time to time in
such manner and on such basis as the Board of Directors, in its
sole discretion, deems fair and equitable, and any General
Liability Items so allocated and charged to a particular Class
shall belong to that Class. Each such allocation by or under the
direction of the Board of Directors shall be conclusive and
binding for all purposes.
(3) Dividends and Distributions. Dividends and distributions
on shares of a particular Class may be paid out of the assets
belonging to that particular Class with such frequency, in such
form, and in such amount as the Board of Directors may determine
by resolution adopted from time to time, or pursuant to a
standing resolution or resolutions adopted only once or with such
frequency as the Board of Directors may determine, after
providing for actual and accrued liabilities belonging to that
Class. All dividends and distributions on shares of a particular
Class shall be distributed pro rata to the holders of that Class
in proportion to the number of shares of that Class held by such
holders at the date and time of record established for the
payment of such dividends or distributions, except that in
connection with any dividend or distribution program or
procedure, the Board of Directors may determine that no dividend
or distribution shall be payable on shares as to which the
stockholder's purchase order and/or payment have not been
received by the time or times established by the Board of
Directors under such program or procedure.
Dividends and distributions may be paid in cash, property,
or additional shares of the same or another Class, or a
combination thereof, as determined by the Board of Directors or
pursuant to any program that the Board of Directors may have in
effect at the time for the election by stockholders of the form
in which dividends or distributions are to be paid. Any such
dividend or distribution paid in shares shall be paid at the
current net asset value thereof.
(4) Voting. On each matter submitted to a vote of the
stockholders, each holder of a share of Common Stock shall be
entitled to one vote for each such share standing in such
holder's name upon the books of the Corporation regardless of the
Class thereof, and all shares of all Classes shall vote together
as a single class ("Single Class Voting"); provided, however,
that (i) when the Maryland General Corporation Law or the
Investment Company Act requires that a Class vote separately with
respect to a given matter, the separate voting requirements of
the applicable law shall govern with respect to the affected
Class or Classes; (ii) in the event that the separate vote
requirement referred to in (i) above applies with respect to one
or more Classes, then, subject to (iii) below, the shares of all
other Classes shall vote as a single class; and (iii) as to any
matter, which, in the judgment of the Board of Directors (which
shall be conclusive and binding for all purposes), does not
affect the interests of a particular Class, such Class shall not
be entitled to any vote and only the holders of shares of the
affected Class or Classes shall be entitled to vote.
(5) Redemption. (i) Each holder of shares of a particular
Class of the Corporation's Common Stock shall be entitled to
require the Corporation to redeem all or any part of the shares
of that Class standing in the name of the holder upon the books
of the Corporation, at a redemption price per share determined
pursuant to (iii) below. Notwithstanding the foregoing, the
Corporation may postpone the date of payment of the redemption
price and may suspend the right of the holders of any Class to
require the Corporation to redeem shares of that Class during any
period or at any time when and to the extent permissible by the
Investment Company Act or other applicable law.
(ii) All shares of all Classes shall be redeemable at the
option of the Corporation. In accordance with the Investment
Company Act or other applicable law, the Board of Directors may
by resolution from time to time authorize the Corporation to
require the redemption of all or any part of the outstanding
shares of any Class upon the sending of written notice thereof to
each holder whose shares are to be redeemed, and upon such terms
and conditions as the Board of Directors, in its sole discretion,
deems advisable.
(iii) The redemption price per share of a Class of Common
Stock shall be the net asset value per share of that Class
determined by or under the direction of the Board of Directors
from time to time in accordance with the Investment Company Act
or other applicable law, less such redemption fee or sales
charges, if any, as may be established by the Board of Directors
in its sole discretion and in accordance with the Investment
Company Act or other applicable law. Payment of the redemption
price shall be made in cash at such time and in such manner as
may be determined by the Board of Directors from time to time in
accordance with the Investment Company Act or other applicable
law; provided, however, that if the Board of Directors
determines, which determination shall be conclusive and binding
for all purposes, that conditions exist which make payment wholly
in cash unwise or undesirable, the Corporation may, to the extent
and in the manner permitted by the Investment Company Act or
other applicable law, make payment wholly or partly in securities
or other assets belonging to the Class of which the shares being
redeemed are a part, at the value of such securities or assets
used in such determination of net asset value.
(6) Liquidation. In the event of the liquidation or
dissolution of the Corporation or the liquidation of a particular
Class, the stockholders of each Class or the stockholders of the
Class that is being liquidated shall be entitled to receive, as a
class, when and as declared by the Board of Directors, the excess
of the assets belonging to that Class over the liabilities
belonging to that Class. The holders of shares of any particular
Class shall not be entitled to any distribution upon liquidation
of any other Class. The assets so distributable to the
stockholders of any particular Class shall be distributed among
such stockholders in proportion to the number of shares of that
Class held by them and recorded upon the books of the
Corporation. The liquidation or dissolution of the Corporation or
the liquidation of any particular Class shall be accomplished in
accordance with the provisions of the Maryland General
Corporation Law, the Investment Company Act, and any other
applicable law .The liquidation of a particular Class may be
accomplished, in whole or in part, by the transfer of assets
belonging to such Class to another Class; by the exchange of
shares of such Class for the shares of another Class; or in any
other legal manner.
(7) Net Asset Value Per Share. The net asset value per share of
any Class of Common Stock shall be the quotient obtained by
dividing the value of the net assets of that Class (being the
value of the assets belonging to that Class less the liabilities
belonging to that Class) by the total number of shares of that
Class outstanding, all as determined by or under the direction of
the Board of Directors in accordance with generally accepted
accounting principles and the Investment Company Act. Subject to
the applicable provisions of the Investment Company Act, the
Board of Directors, in its sole discretion, may prescribe and
shall set forth in the Bylaws of the Corporation or in a duly
adopted resolution of the Board of Directors, such bases and
times for determining the value of the assets and/or liabilities
belonging to, and the net asset value per share of outstanding
shares of, each Class, or the net income attributable to such
shares, as the Board of Directors deems necessary or desirable.
The Board of Directors shall have full discretion, to the extent
not inconsistent with the Maryland General Corporation Law and
the Investment Company Act, to determine or to have determined
under its direction, which items shall be treated as income and
which items as capital and whether any item of expense shall be
charged to income or capital. Each such determination and
allocation shall be conclusive and binding for all purposes.
The Board of Directors may determine to maintain the net
asset value per share of any Class at a designated constant
dollar amount and in connection therewith may adopt procedures
not inconsistent with the Investment Company Act for the
continuing declaration of income attributable to that Class as
dividends and for the handling of any losses attributable to that
Class. Such procedures may provide that in the event of any loss,
each stockholder shall be deemed to have contributed to the
capital of the Corporation attributable to that Class the
stockholder's pro rata portion of the total number of shares
required to be canceled in order to permit the net asset value
per share of that Class to be maintained, after reflecting such
loss, at the designated constant dollar amount. Each stockholder
of the Corporation shall be deemed to have agreed, by the
stockholder's investment in any Class with respect to which the
Board of Directors shall have adopted any such procedure, to make
the contribution referred to in the preceding sentence in the
event of any such loss.
The Board of Directors shall have the right, in its sole
discretion, to establish such other methods for determining net
asset value whenever such other methods are deemed by the Board
of Directors to be necessary or desirable and are consistent and
in compliance with the Investment Company Act.
(8) Equality. Each share of each particular Class shall
represent an equal proportionate interest in the assets belonging
to that Class (subject to the liabilities belonging to that
Class), and each share of any particular Class shall be equal to
each other share of that Class. The Board of Directors may from
time to time divide or combine the shares of any particular Class
into a greater or lesser number of shares of that Class without
thereby changing the proportionate interest in the assets
belonging to that Class or in any way affecting the rights of
holders of shares of any other Class.
(9) Conversion or Exchange Rights. Subject to compliance
with the requirements of the Maryland General Corporation Law and
the Investment Company Act, the Board of Directors shall have the
authority to provide that holders of shares of any Class shall
have the right to convert or exchange said shares into shares of
one or more other Classes in accordance with such requirements
and procedures as may be established by the Board of Directors.
(c) Unless otherwise prohibited by law, so long as the
Corporation is registered as an open-end investment company under
the Investment Company Act, the Board of Directors shall have the
power and authority, without the approval of the holders of any
outstanding shares, to increase or decrease the number of shares
of capital stock or the number of shares of capital stock of any
Class or series that the Corporation has authority to issue.
(d) The Corporation may issue and sell fractions of shares
of capital stock having pro rata all the rights of full shares,
including, without limitation, the right to vote and to receive
dividends or distributions, and wherever the words "share" or
"shares" are used in the Charter or Bylaws of the Corporation,
they shall be deemed to include fractions of shares, where the
context does not clearly indicate that only full shares are
intended.
(e) The Corporation shall not be obligated to issue
certificates representing shares of any Class or series of
capital stock. At the time of issue or transfer of shares without
certificates, the Corporation shall provide the stockholder with
such information as may be required under the Maryland General
Corporation Law.
SIXTH: At such time as the Corporation has capital stock
outstanding, the Corporation shall have three (3) directors,
which number may be increased or decreased pursuant to the Bylaws
of the Corporation, but shall never be less than three (3),
unless the number of stockholders is less than three (3), in
which case the number of directors shall not be less than the
number of stockholders. The name of the initial director who
shall act until further directors have been nominated and
successors are elected and qualify is:
Bruce Graham.
SEVENTH: The following provisions are hereby adopted for the
purpose of defining, limiting, and regulating the powers of the
Corporation and of the directors and stockholders:
(a) The Corporation reserves the right to adopt from time to
time any amendment to its Charter, as now or hereafter authorized
by law including any amendment that alters the contract rights,
as expressly set forth in the Charter, of any outstanding capital
stock.
(b) The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time shares of
its capital stock of any Class or series, whether now or
hereafter authorized, or securities convertible into shares of
its stock of any Class or Classes or series, whether now or
hereafter authorized, for such consideration as the Board of
Directors deems advisable.
(c) The presence in person or by proxy of the holders of
one-third of the shares of all Classes and series issued and
outstanding and entitled to vote shall constitute a quorum for
the transaction of any business at all meetings of the
stockholders except as otherwise provided by the Investment
Company Act or other applicable law, and except that where the
holders of shares of any Class or series are entitled to a
separate vote as a Class or series (a "Separate Class"), or where
the holders of shares of two or more (but not all) Classes or
series are required to vote as a single Class or series (a
"Combined Class"), the presence in person or by proxy of the
holders of one-third of the shares of that Separate Class or
Combined Class, as the case may be, issued and outstanding and
entitled to vote, shall constitute a quorum for such vote.
(d) Notwithstanding any provision of the Maryland General
Corporation Law requiring the authorization of any action by a
proportion greater than a majority of the votes of all Classes
and series of capital stock, or greater than a majority of the
votes of a particular Class or series of capital stock entitled
to vote separately, or greater than a majority of the votes of
two or more (but not all) Classes or series of capital stock
required to vote as a single Class or series, such action shall
be valid and effective if authorized by the affirmative vote of
the holders of a majority of the total number of votes of all
Classes and series of capital stock, or by the affirmative vote
of the holders of a majority of the total number of votes of a
particular Class or series of stock, or by the affirmative vote
of the holders of a majority of the total number of votes of two
or more (but not all) Classes or series, as the case may be,
except to the extent otherwise required by the Investment Company
Act.
(e) To the fullest extent permitted by the Investment
Company Act and the Maryland General Corporation Law, no director
or former director and no officer or former officer of the
Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment to the Charter of
the Corporation or repeal of any of its provisions shall limit or
eliminate the benefits provided by this Article SEVENTH,
Paragraph (e), to directors or former directors or officers or
former officers with respect to any act or omission that occurred
prior to such amendment or repeal.
(f) Except as required by the Maryland General Corporation
Law or the Investment Company Act, the stockholders of the
Corporation shall only have such right to inspect the records,
documents, accounts, and books of the Corporation as may be
granted from time to time by the Board of Directors in its sole
discretion.
(g) Any determination made by or under the direction of the
Board of Directors in good faith and, so far as accounting
matters are involved, in accordance with generally accepted
accounting principles applied by or pursuant to the direction of
the Board of Directors or as otherwise required or permitted by
the Securities and Exchange Commission, shall be final and
conclusive, and shall be binding upon the Corporation and all
holders of shares of capital stock, past, present, and future,
and all shares of capital stock are issued and sold on the
condition and undertaking, evidenced by acceptance of such shares
by, or confirmation of such shares being held for the account of,
any stockholder, that any and all such determinations shall be
binding as aforesaid.
EIGHTH: (a) The Corporation shall indemnify and advance expenses
to its directors as and to the fullest extent permitted by the
Maryland General Corporation Law and the Investment Company Act.
(b) The Corporation shall indemnify and advance expenses to
its officers and former officers to the same extent that it shall
indemnify and advance expenses to its directors.
(c) No amendment to the Charter of the Corporation or repeal
of any of its provisions shall limit or eliminate the protection
afforded by this Article EIGHTH to a director or officer or
former officer with respect to any act or omission that occurred
prior to such amendment or repeal.
(d) For purposes of this Article EIGHTH, the word "director"
shall have the meaning ascribed to that word by S. 2-418 of the
Maryland General Corporation Law.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation
on this 10th day of December, 1999 and acknowledge the same to be
my act.
__________________________________
Gerald Wolfe, Incorporator
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