ARTICLES OF INCORPORATION
OF
THRESHOLD ADVISOR FUNDS, INC.
FIRST: The undersigned, Dee Anne Sjogren, whose address is One Firstar Plaza,
St. Louis, MO 63101, being at least eighteen years of age, acting as
incorporator, 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 THRESHOLD ADVISOR FUNDS, INC.
THIRD: The Corporation's principal office in the State of Maryland is presently
located at c/o The Corporation Trust Incorporated, 300 East Lombard Street,
Baltimore, Maryland 21202. The name and post office address of its resident
agent is The Corporation Trust Incorporated, 300 Lombard Street, Baltimore,
Maryland 21202. Said resident agent is a Maryland Corporation.
FOURTH: The nature of the business or objects or purposes to be conducted,
transacted, promoted or carried on by the Corporation are as follows: To operate
and carry on the business of an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"),and to exercise all
powers necessary and appropriate to the conduct of such business. To subscribe
for, invest in, purchase or otherwise acquire, own, hold, sell, exchange, pledge
or otherwise dispose of, securities of every nature and kind, including, without
limitation, all types of stocks, bonds, debentures, notes, mortgages,
mortgage-backed securities, asset-backed securities, collateralized mortgage
obligations, repurchase agreements, derivative securities, cash or other
securities or obligations or evidences of indebtedness or ownership issued or
created by any and all persons, associations, agencies, trusts or corporations,
public or private, whether created, established or organized under the laws of
the United States, any of the States, or any territory or district or colony or
possession thereof, or under the laws of any foreign country, and also foreign
and domestic government and municipal obligations, bank acceptances, and
commercial paper; and any options, certificates, receipts, warrants, futures
contracts or other instruments representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other rights or
interest therein or in any property or assets; to pay for the same in cash or by
the issue of stock, bonds or notes of this Corporation or otherwise; and while
owning and holding any such securities, to exercise all the rights, powers and
privileges of a stockholder or owner, including, and without limitation, the
right to delegate and assign to one or more persons, firms, associations or
corporations the power to exercise any of said rights, powers and privileges in
respect of any such securities; to borrow money or otherwise obtain credit and,
if required, to secure the same by mortgaging, pledging or otherwise encumbering
as security the assets of this Corporation; To apply for, obtain, purchase or
otherwise acquire, any patents, copyrights, licenses, trademarks, trade names
and the like, which may seem capable of being used for any of the purposes of
the Corporation; and to use, exercise, develop, grant licenses in respect of,
sell and otherwise turn to account, the same. To engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Maryland; and to have all the powers of a corporation under the
applicable Corporation laws, as in effect from time to time, of the State of
Maryland.
FIFTH: (a) The total number of Class A shares of capital stock which the
Corporation is authorized to issue is one hundred million (100,000,000)
shares of common stock of the par value of one cent ($.01) per share
and having an aggregate par value of one million dollars ($1,000,000).
The Board of Directors may classify and reclassify any unissued shares
of capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of such shares of stock.
(b) The total number of Class C shares of capital stock which the
Corporation is authorized to issue is one hundred million (100,000,000)
shares of common stock of the par value of one cent ($.01) per share
and having an aggregate par value of one million dollars ($1,000,000).
The Board of Directors may classify and reclassify any unissued shares
of capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of such shares of stock.
(c) The total number of Class I shares of capital stock which the
Corporation is authorized to issue is one hundred million (100,000,000)
shares of common stock of the par value of one cent ($.01) per share
and having an aggregate par value of one million dollars ($1,000,000).
The Board of Directors may classify and reclassify any unissued shares
of capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of such shares of stock.
(d) The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the Class A,
Class C and Class I shares of Common Stock of the Corporation. All of
such shares are initially classified as "Common Stock."
(1) Each share of Common Stock shall entitle the holder thereof to one
vote, and, except as otherwise provided in respect of any class of
stock hereafter classified or reclassified, the exclusive voting power
for all purposes shall be vested in the holders of the Common Stock.
(2) Subject to the provisions of law and any preferences of any class of
stock hereafter classified or reclassified, dividends may be paid on
the Common Stock of the Corporation at such time and in such amounts as
the Board of Directors may deem advisable.
(3) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
Common Stock shall be entitled, after payment or provision for payment
of the debts and other liabilities of the corporation and the amount to
which the holders of any class of stock hereafter classified or
reclassified having a preference on distributions in the liquidation,
dissolution or winding up of the Corporation shall be entitled,
together with the holders of any other class of stock hereafter
classified or reclassified not having a preference on distributions in
the liquidation, dissolution or winding up of the Corporation, to share
ratable in the remaining net assets of the Corporation.
(e) Subject to the foregoing and to the provisions of the 1940 Act, the
power of the Board of Directors to classify and reclassify any of the
shares of capital stock shall include, without limitation, subject to
the provisions of the charter, authority to classify or reclassify any
unissued shares of such stock into a class or classes of preferred
stock, preference stock, special stock or other stock, and to divide
and classify shares of any class into one or more series of such class,
by determining, fixing, or altering one or more of the following:
(1) The distinctive designation of such class or series and the number of
shares to constitute such class or series; provided that, unless
otherwise prohibited by the terms of such or any other class or series,
the number of shares of any class or series may be decreased by the
Board of Directors in connection with any classification or
reclassification of unissued shares and the number of shares of such
class or series may be increased by the Board of Directors in
connection with any such classification or reclassification, and any
shares of any class or series which have been redeemed, purchased,
otherwise acquired or converted into shares of Common Stock or any
other class or series shall become part of the authorized capital stock
and be subject to classification and reclassification as provided in
this Section.
(2) Whether or not and, if so, the rates, amounts and times at which, and
the conditions under which, dividends shall be payable on shares of
such class or series, whether any such dividends shall rank senior or
junior to or on a parity with the dividends payable on any other class
or series of stock, and the status of any such dividends as cumulative,
cumulative to a limited extent or non-cumulative and as participating
or non-participating.
(3) Whether or not shares of such class or series shall have voting rights,
in addition to any voting rights provided by law and, if so, the terms
of such voting rights.
(4) Whether or not shares of such class or series shall have conversion or
exchange privileges and, if so, the terms and conditions thereof,
including provision for adjustment of the conversion or exchange rate
in such events or at such times as the Board of Directors shall
determine.
(5) Whether or not shares of such class or series shall be subject to
redemption and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates; and whether or not there shall be any sinking fund or
purchase account in respect thereof, and if so, the terms thereof.
(6) The rights of the holders of shares of such class or series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation, which rights may vary
depending upon whether such liquidation, dissolution or winding up is
voluntary or involuntary and, if voluntary, may vary at different
dates, and whether such rights shall rank senior or junior to or on a
parity with such rights of any other class or series of stock.
(7) Whether or not there shall be any limitations applicable, while shares
of such class or series are outstanding, upon the payment of dividends
or making of distributions on, or the acquisition of, or the use of
moneys for purchase or redemption of, any stock of the Corporation, or
upon any other action of the Corporation, including action under this
Section, and, if so, the terms and conditions thereof.
(8) Any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series,
not inconsistent with law and the charter of the Corporation.
(f) For the purposes hereof and of any articles supplementary to the
charter providing for the classification or reclassification of any
shares of capital stock or of any other charter document of the
Corporation (unless otherwise provided in any such articles or
document), any class or series of stock of the Corporation shall be
deemed to rank:
(1) prior to another class or series either as to dividends or upon
liquidation, if the holders of such class or series shall be entitled
to the receipt of dividends or of amounts distributable on liquidation,
dissolution or winding up, as the case may be, in preference or
priority to holders of such other class or series;
(2) on a parity with another class or series either as to dividends or upon
liquidation, whether or not the dividend rates, dividend payment dates
or redemption or liquidation price per share thereof be different from
those of such others, if the holders of such class or series of stock
shall be entitled to receipt of dividends or amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or redemption or
liquidation prices, without preference or priority over the holders of
such other class or series; and (3) junior to another class or series
either as to dividends or upon liquidation, if the rights of the
holders of such class or series shall be subject or subordinate to the
rights of the holders of such other class or series in respect of the
receipt of dividends or the amounts distributable upon liquidation,
dissolution or winding up, as the case may be.
SIXTH: The initial number of directors of the Corporation shall be three (3),
which number may be increased or decreased pursuant to the by-laws of the
Corporation, but shall never be less than three (3); and the names of the
directors who shall act until the first annual meeting or until their successors
are duly chosen and qualified are Charles W. Schweizer, Richard Eckenrodt and
Timothy Hasara.
SEVENTH: The following provisions are inserted for the purpose of defining,
limiting and regulating the powers of the Corporation and of its Board of
Directors and stockholders:
(a) Majority Vote. Notwithstanding any provision of the General Corporation
Law of the State of Maryland requiring a greater proportion than a
majority of the votes entitled to be cast in order to take or authorize
action, any such action maybe taken or authorized on any matter upon
the concurrence of a majority of the aggregate number of votes entitled
to be cast thereon, subject to any applicable requirements of the 1940
Act, or rules or orders of the Securities and Exchange Commission
("SEC").
(b) Custody of Assets. Assets of this Corporation may be held by or
deposited with a bank or trust company or other organization as
custodian, pursuant to such requirements as may be prescribed from time
to time by the Board of Directors or the by-laws.
(c) Issuance and Sale of Stock. Authorized but unissued stock and treasury
stock of the Corporation maybe sold for cash or for securities, from
time to time, by authority of the Board of Directors; provided, that,
if the Board of Directors increases the number of shares of stock the
Corporation has the authority to issue, the Board of Directors shall
file articles supplementary in accordance with the Maryland General
Corporation Law prior to the issuance of such increased number of
shares of stock. Such stock or treasury stock may be sold without first
being offered to stockholders in proportion to their holdings or
otherwise. In all such sales the Corporation shall receive not less
than the net asset value per share determined as provided by these
articles of incorporation, the by-laws and the Board of Directors, but
in no event less than the par value per share. In the case of stock
sold for other securities, the judgment of the Board of Directors with
respect to the value of such other securities shall be conclusive. The
Board of Directors may from time to time declare dividends payable in
authorized but unissued stock and treasury stock.
(d) Limitation on Borrowing. The by-laws of the Corporation, as from time
to time amended, may prescribe limitations upon the borrowing of money
and pledging of assets by the Corporation.
(e) Redemption of Shares. Any stockholder may redeem the stockholder's
shares of the Corporation for the net asset value thereof determined as
provided by these articles of incorporation, the by-laws and the Board
of Directors, by presentation of a written request, duly executed by
the record owner, at the office or agency designated by the
Corporation. If after giving effect to a request for redemption by a
stockholder the aggregate net asset value of his remaining shares shall
be less than five hundred dollars ($500), or such other amount, not to
exceed two thousand dollars ($2,000), as the Board of Directors shall
determine, the Corporation shall be entitled upon notice to require the
redemption of the remaining shares of such stockholder to the extent
that the Corporation lawfully may effect such redemption under the laws
of the State of Maryland. The notice shall be in writing personally
delivered or deposited in the mail, at least thirty days prior to such
redemption. If mailed, the notice shall be addressed to the stockholder
at his post office address as shown on the books of the Corporation,
and sent by certified or registered mail, postage prepaid. The price
for shares redeemed by the Corporation pursuant to this paragraph shall
be paid in cash in an amount equal to the net asset value of such
shares, less any applicable redemption fee.
(f) Payment upon Redemption and Suspension Thereof. Payment by the
Corporation for shares of stock of the Corporation surrendered to it in
proper form for redemption shall be made by the Corporation within
seven (7) business days, or such other period as may be required by
applicable law, of such surrender out of funds legally available
therefor, provided that the Corporation may suspend the right of the
holders of stock of the Corporation to redeem shares of stock and may
postpone the right of such holders to receive payment for any shares:
(i) for any period during which the New York Stock Exchange (the
"Exchange") is closed other than customary week-end and holiday
closings or during which trading on the Exchange is restricted, as
determined by the SEC; (ii) for any period during which an emergency,
as determined by the SEC, exists as a result of which disposal by the
Corporation of securities owned by it is not reasonably practicable or
as a result of which it is not reasonably practicable for the
Corporation to fairly determine the value of its net assets; or (iii)
for such other periods as the SEC may by order permit for the
protection of stockholders of the Corporation.
(g) Net Asset Value. The net asset value of a Class A, Class C or Class I
share of common stock of the Corporation shall be the quotient obtained
by dividing the value of the net the appropriate class (i.e., the value
of the total assets of the Class less its liabilities) at the time of
the determination by the number of shares of such class outstanding at
such time. In determining the value of the assets of each class of
shares, securities for which market quotations are readily available
shall be valued at market value and other securities and assets shall
be valued at fair value as determined in good faith by the Board of
Directors, all as prescribed by the by-laws or the Board of Directors.
(h) Issuing Shares. The Board of Directors shall have the power to
authorize the issuance from time to time of shares of its stock of any
class, whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or classes, whether now or
hereafter authorized, for such consideration as may be advisable by the
Board of Directors and without any action by the stockholders.
(i) Name Change. The Board of Directors shall have the power to change the
name of the Corporation and to change the name or other designation of
any class or series of the Corporation's stock, all without any action
by the stockholders.
(j) Fractional Shares. The Corporation may issue, sell, redeem, repurchase,
and otherwise deal in and with shares of its stock in fractional
denominations to the same extent as its whole shares, and fractional
shares shall have proportionately all the rights of whole shares,
including, without limitation, the right to vote, the right to receive
dividends and distributions, and the right to participate upon
liquidation of the Corporation; provided that the issue of shares in
fractional denominations shall be limited to such transactions and be
made upon such terms as may be fixed by or under authority of the
by-laws or the Board of Directors.
(k) Indemnification. The Corporation shall indemnify: (i) its directors to
the full extent provided by the general laws of the State of Maryland
now or hereafter in force, including the advance of expenses under the
procedures provided by such laws; (ii) its officers to the same extent
it shall indemnify its directors; and (iii) its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law; provided, however, that nothing
herein shall be construed to protect any director or officer of the
Corporation against any liability to which such director or officer
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office. The foregoing shall not limit the
authority of the Corporation to indemnify other employees and agents
consistent with the law. A director or officer of the Corporation shall
not be liable to the Corporation or its stockholders for monetary
damages as a director or officer, except to the extent such exemption
from liability or limitation thereof is not permitted by statutory or
decisional law (including the 1940 Act) as currently in effect or as
the same may hereafter be amended or judicially interpreted; provided,
however, that nothing herein shall be construed to protect any director
or officer of the Corporation against any liability to which such
director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office. No amendment,
modification or repeal of this Article SEVENTH shall adversely affect
any right or protection of a director or officer that exists at the
time of such amendment, modification or repeal.
EIGHTH: Meetings of stockholders may be held inside or outside the State of
Maryland, if the by-laws so provide. The books of the Corporation may be kept
(subject to any provisions of law) inside or outside the State of Maryland at
such place of places as may be designated from time to time by the Board of
Directors or in the by-laws of the Corporation. Elections of directors need not
be by ballot unless the by-laws of the Corporation shall so provide.
NINTH: The Corporation reserves the right to amend, change or repeal any
provision contained in these articles of incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred upon stockholders herein
are granted subject to this reservation.
TENTH: The original by-laws of the Corporation shall be adopted by the initial
directors named herein. Thereafter the Board of Directors shall have power to
make, alter or repeal by-laws except as the by-laws from time to time in effect
may require stockholder action for adoption, alteration or repeal of particular
by-law provisions.
ELEVENTH: The duration of the Corporation shall be perpetual.
THE UNDERSIGNED, being the incorporator named above, has adopted and signed
these articles of incorporation for the purpose of forming the Corporation
described herein pursuant to the general Corporation Law of the State of
Maryland, and does hereby acknowledge that said adoption and signing are her
acts, this 15th day of June, 2000.
/s/ Dee Anne Sjogren
