RESOLVED, that Paragraph 5th of the Articles of Incorporation of
the Corporation which reads as follows:
"5th. The aggregate number of shares which the Corporation shall
have authority to issue is ten million common shares of the par value of
$.01 each. Upon filing of appropriate Articles of Amendment with the
Department of State of Pennsylvania, each previously authorized and then
issued share of common stock (par value $.10 per share) shall be
reclassified and converted into ten common shares (par value $.01 per
share)."
be amended to read in full as follows:
"5th. The aggregate number of shares which the Corporation shall have
authority to issue is ten million common shares of the par value of $.01
each. Each recordholder of common shares of the Corporation, who shall
surrender his certificate in good delivery from to the Corporation or who, if
the shares in question are not represented by certificates, shall deliver to
the Corporation a written request in good order signed by the shareholder,
shall be entitled to require the Corporation, to the extent that the shares
in question have assets lawfully available therefor and out of such assets,
but not otherwise, to redeem all or any part of such shares standing in the
name of such holder on the books of the Corporation, at the net asset value
of such shares, determined in the manner and as of the time, and payable as
provided in the Investment Company Act of 1940. The Corporation shall make
payment for any such shares to be redeemed, as aforesaid, in cash, or if in
the opinion of the Board of Directors, which shall be conclusive, conditions
exist which make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities or other property
valued in accordance with the Investment Company Act of 1940. The Corporation
may, to the extent necessary, sell or cause to be sold any securities to
provide cash for the redemption of common shares. Notwithstanding the
foregoing:
(1) The Board of Directors of the Corporation may, in accordance with
the Investment Company Act of 1940, suspend the right of the holders of any
class of stock of the Corporation to require the Corporation to redeem shares
of such class.
(2) The Corporation reserves the right to redeem the shares of any
holder of record if the value of such shares in the holder's account
maintained by the Corporation or its transfer agent is $1,000.00 (One
Thousand Dollars) or less; provided, however, that each shareholder shall be
notified that the value of his account is $1,000.00 or less and allowed sixty
days to make additional purchases of shares before such redemption is
processed by the Corporation.
