ARTICLES OF AMENDMENT
PILGRIM GOLD FUND, INC.
Pilgrim Gold Fund, Inc., a Maryland corporation (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation is authorized to issue five-hundred million
(500,000,000) shares of Common Stock, one tenth of one cent ($0.001) par value
per share, with an aggregate par value of five hundred thousand dollars
($500,000), all of which have been previously classified as one series and one
class of shares. These Articles of Amendment do not increase the total
authorized capital stock of the Corporation or the aggregate par value thereof.
SECOND: The Board of Directors hereby redesignates one hundred million
(100,000,000) shares (including all issued shares) of Pilgrim Gold Fund, Inc.
Common Stock as Pilgrim Gold Fund, Inc. Class A Common Stock.
THIRD: The shares of Pilgrim Gold Fund, Inc. Class A Common Stock of
the Corporation classified hereby shall have the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as currently set forth in
Article FIFTH of the charter of the Corporation.
FOURTH: The Board of Directors of the Corporation has classified and
designated the shares described above pursuant to authority contained in the
Corporation's charter.
FIFTH: The foregoing amendments to the charter of the Corporation were
approved by a majority of the entire Board of Directors of the Corporation; the
charter amendments are limited to changes expressly permitted by Section 2-605
of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be made
without action by the stockholders.
The undersigned Senior Vice President of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the Corporation and
states that to the best of his knowledge, information and belief, the matters
and facts set forth in these Articles with respect to authorization and approval
are true in all material respects and that this statement is made under
penalties of perjury.
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IN WITNESS WHEREOF, Pilgrim Gold Fund, Inc. has caused these Articles
of Amendment to be signed and filed in its name and on its behalf by its Senior
Vice President, and witnessed by its Secretary on July 26th, 2000.
PILGRIM GOLD FUND, INC.
By: /s/ Michael J. Roland
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By: Michael J. Roland
Senior Vice President
ATTEST:
/s/ James M. Hennessy
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By: James M. Hennessy
Secretary
