IAA TRUST GROWTH FUND, INC.
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
IAA TRUST GROWTH FUND, INC., a Maryland Corporation having its principal
office in Baltimore City, 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 Articles 2 and 5 of the Articles of Incorporation and inserting
in lieu thereof the following:
2. The name of the Corporation is Country Growth Fund, Inc.
5: The total number of shares of stock which the Corporation has
authority to issue is Two Hundred Fifty Million (250,000,000)
shares of the par value of Ten Cents ($.10) per share and having
an aggregate par value of Twenty-Five Million Dollars
($25,000,000). One Hundred Million (100,000,000) of such shares
shall be designated as Country Money Market Fund Common Stock;
Fifty Million (50,000,000) of such shares shall be designated as
Country Short-Term Government Bond Fund Common Stock; and One
Hundred Million (100,000,000) of such shares may be issued as
Country Money Market Fund Common Stock, Country Short-Term
Government Bond Fund Common Stock or in such other classes as the
Board of Directors may determine.
SECOND: A majority of the Board of Directors of the Corporation on
September 25, 2000 duly adopted a resolution in which was set forth the
foregoing amendments to the charter, declaring that the said amendments of the
charter were approved pursuant to the power granted to the Board of Directors in
Section 2-605 of the Maryland General Corporation Law. The Corporation is
registered as an open-end company under the Investment Company Act of 1940.
IN WITNESS WHEREOF, IAA TRUST GROWTH FUND, INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested by its Secretary on September 26, 2000.
IAA TRUST GROWTH FUND, INC.
ATTEST: By: /s/ Ronald R. Warfield
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Ronald R. Warfield, President
/s/ Paul M. Harmon
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Paul M. Harmon, Secretary
THE UNDERSIGNED, President of IAA TRUST GROWTH FUND, INC., who executed
on behalf of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
By: /s/ Ronald R. Warfield
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Ronald R. Warfield, President
