ARTICLES OF AMENDMENT
PILGRIM WORLDWIDE EMERGING MARKETS FUND, INC.
Pilgrim Worldwide Emerging Markets 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 one hundred twenty million
(120,000,000) shares of Common Stock, one dollar ($1.00) par value per share,
with an aggregate par value of one hundred twenty million dollars ($120,000,000)
which have been previously classified as follows: one hundred million
(100,000,000) shares are designated "Pilgrim Worldwide Emerging Markets Fund"
series and twenty million (20,000,000) shares are unclassified. All of the
shares of Common Stock of each series are designated as 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 forty million
(40,000,000) shares (including all issued shares) of Pilgrim Worldwide Emerging
Markets Fund Series Common Stock as Pilgrim Worldwide Emerging Markets Fund
Series Class A Common Stock.
THIRD: The shares of Pilgrim Worldwide Emerging Markets Fund Series 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 Worldwide Emerging Markets 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 WORLDWIDE EMERGING MARKETS 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
