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ARTICLES OF INCORPORATION
OF
ZFNB ASSET FUND, INC.
FIRST: Incorporation: The undersigned Dale Gibbons, whose address is One South
Main, Suite 1380, Salt Lake City, Utah 84111, being at least eighteen years of
age, does hereby form a corporation under the general laws of the State of
Maryland.
SECOND: Name of Corporation: The name of the Corporation is ZFNB Asset Fund,
Inc.
THIRD: Corporate Purposes: The Corporation is formed for the following purpose
or purposes:
A. To conduct, operate, and carry on the business of a closed-end,
management investment company , pursuant to the Investment Company Act of 1940,
as amended ("1940 Act"); and
B. To exercise and enjoy all powers, rights and privileges granted
to and conferred upon corporations by the Maryland General Corporation Law now
or hereafter in force.
FOURTH: Address of Principal Office. The post office address of the principal
office of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202-3242.
FIFTH: Name and Address of Resident Agent. The name and address of the resident
agent of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202-3242.
SIXTH: Shares of Stock:
A. The total number of shares of all classes of capital stock which
the Corporation has authority to issue is 20,000,000 shares of Common Stock,
$.001 par value, having an aggregate par value of $20,000.00.
B. Stockholders shall not have preemptive or preferential rights to
acquire any shares of the capital stock of the Corporation, and any or all of
such shares, whenever authorized, may be issued, or may be reissued and
transferred if such shares have been reacquired and have treasury status, to any
person, firm, corporation, trust, partnership, association or other entity for
such lawful consideration and on such terms as the Board of Directors determines
in its discretion without first offering the shares to any such holder.
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C. All shares of the Corporation's authorized capital stock, when
issued for such consideration as the Board of Directors may determine, shall be
fully paid and nonassessable.
D. The Board of Directors of the Corporation may, by adoption of a
resolution or Bylaw, impose restrictions upon the transferability by
shareholders of shares of the Corporation's capital stock.
E. No shares of the Corporation's capital stock shall have any
conversion or exchange rights or privileges or have cumulative voting rights.
F. Except as otherwise required under the 1940 Act, voting power for
the election of directors and for all other purposes shall be vested exclusively
in the holders of the Common Stock. Each holder of a full or fractional share of
Common Stock shall be entitled, in the case of full shares, to one vote for each
such share and, in the case of fractional shares, to a fraction of one vote
corresponding to the fractional amount of each such fractional share, in each
case based upon the number of shares registered in such holder's name on the
books of the Corporation.
G. The assets so distributed to the stockholders shall be distributed
among such stockholders, in cash or in kind at the option of the directors, in
proportion to the number of full and fractional shares of Common Stock held by
them and recorded on the books of the Corporation.
H. Each holder of shares of capital stock shall, upon demand,
disclose to the Corporation such information with respect to direct or indirect
holdings of such shares as the directors or any officer or agent of the
Corporation designated by the directors deem necessary to comply with provisions
of the Internal Revenue Code of 1986 applicable to the Corporation, to comply
with requirements of any other appropriate taxing authority, or to comply with
the provisions of the 1940 Act or of the Employee Retirement Income Security Act
of 1974, as any of said laws may be amended from time to time.
SEVENTH: Board of Directors: The Corporation shall have at least three
directors; provided that if there is no stock outstanding, the number of
directors may be less than three but not less than one. Dale Gibbons shall act
as sole director of the Corporation until his successor has been duly chosen and
qualified.
EIGHTH: Management of the Affairs of the Corporation.
A. All corporate powers and authority of the Corporation shall be
vested in and exercised by the Board of Directors except as otherwise provided
by statute, these Articles, or the Bylaws of the Corporation.
B. The Board of Directors shall have the power to adopt, alter, or
repeal the Bylaws of the Corporation, unless the Bylaws otherwise provide.
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C. The Board of Directors shall have the power to determine whether
and to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation (other than the stock
ledger) shall be open to inspection by stockholders. No stockholder shall have
any right to inspect any account, book, or document of the Corporation except to
the extent permitted by statute or the Bylaws.
D. The Board of Directors shall have the power to determine, in
accordance with generally accepted accounting principles, the Corporation's net
income, its total assets and liabilities, and the net asset value of the shares
of capital stock of the Corporation. The Board of Directors may delegate such
power to any one or more of the directors or officers of the Corporation, its
investment adviser, administrator, custodian, or depositary of the Corporation's
assets, or another agent of the Corporation appointed for such purposes.
E. Except as otherwise required under the 1940 Act, the Board of
Directors shall have the power to make distributions, including dividends, from
any legally available funds in such amounts, and in a manner and to the
stockholders of record as of such a date, as the Board of Directors may
determine.
NINTH: Stockholder Liability. The stockholders shall not be liable to any extent
for the payment of any debt of the Corporation.
TENTH: Majority of Votes. Except as otherwise provided in these Articles, under
the 1940 Act, or under any provision of Maryland law requiring approval by a
greater proportion than a majority of the votes entitled to be cast in order to
take or authorize any action, any action may be taken or authorized by the
Corporation upon the affirmative vote of a majority of the votes entitled to be
cast thereon.
ELEVENTH: Special Voting Requirements: Control Shares.
A. The Corporation shall not be governed by the provisions of Section
3-602 of the Maryland General Corporation Law.
B. Any acquisition of shares of the stock of the Corporation, by any
person and at any time, shall be generally exempted from the requirements of
subtitle 7 of Title 3 of the Maryland General Corporation Law.
TWELFTH: Limitation on Liability.
A. To the maximum extent permitted by the laws of Maryland law (but
not in violation of any applicable requirement or limitation of the 1940 Act),
in each case as currently in effect or as may hereafter be amended:
1. No director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages; and
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2. The Corporation shall indemnify and advance expenses as
provided in the Bylaws of the Corporation to its present and
past directors, officers, employees and agents (including any
person or firm appointed by the Corporation to serve as
investment adviser or any similar function), and persons who
are serving or have served at the request of the Corporation
in similar capacities for other entities.
B. No amendment, alteration, or repeal of this Article or the adoption,
alteration, or amendment of any other provision of these Articles or the Bylaws
of the Corporation inconsistent with this Article, shall adversely affect any
limitation on liability or indemnification of any person under this Article with
respect to any act or failure to act which occurred prior to such amendment,
alteration, repeal, or adoption.
THIRTEENTH: Right of Amendment. Any provision of these Articles may be amended,
altered, or repealed upon the affirmative vote of a two-thirds of all the votes
entitled to be cast on the matter.
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IN WITNESS WHEREOF, I have signed these Articles of Incorporation and
acknowledge the same to be my act on this 24th day of July, 2000.
/s/ Dale Gibbons
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Dale Gibbons
I hereby consent to act as resident agent for the entity named in this document.
THE CORPORATION TRUST INCORPORATED
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