PILGRIM WORLDWIDE EMERGING MARKETS FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
Pilgrim Worldwide Emerging Markets Fund, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation desires to amend and restate its Charter as
currently in effect. Therefore, the Charter of the Corporation is hereby amended
and restated by striking out in its entirety the existing Charter and
substituting in lieu thereof the following:
FIRST: The name of the corporation is "Pilgrim Worldwide Emerging Markets
Fund, Inc."
SECOND: The purpose for which the corporation is formed and the
business or objects to be transacted, carried on and promoted by it, is to
act as an open-end investment company of the management type registered as
such with the Securities and Exchange Commission pursuant to the Investment
Company Act of 1940 and to exercise and generally to enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations
by the general laws of the State of Maryland now or hereafter in force.
THIRD: The address of the principal office of the corporation in the
State of Maryland is 300 East Lombard Street, Suite 1400, Baltimore,
Maryland 21202. The name and address of the resident agent in the State of
Maryland are: CT Corporation Trust, Inc., 300 East Lombard Street, Suite
1400, Baltimore, Maryland 21202.
FOURTH: (1) The total number of shares of stock which the Corporation
has authority to issue is one hundred twenty million (120,000,000) shares
of Common Stock which are designated by series 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. The par value of the shares of each
class is one dollar ($1.00) per share.
(2) The aggregate par value of all the authorized shares of stock is
one hundred twenty million dollars ($120,000,000.00).
(3) The Board of Directors of the corporation is authorized, from time
to time, to fix the price or the minimum price or the consideration or
minimum consideration for, and to authorize the issuance of, the shares of
stock of the corporation and securities convertible into shares of stock of
the corporation.
(4) The Board of Directors of the corporation is authorized, from time
to time, to further classify or to reclassify, as the case may be, any
unissued shares of stock of the corporation by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption of the stock.
(5) Subject to the power of the Board of Directors to classify and
reclassify unissued shares, the shares of each class of stock of the
corporation shall have the following preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
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(6) (a) (i) All consideration received by the corporation for the
issuance or sale of shares of the class together with all income, earnings,
profits and proceeds thereof, shall irrevocably belong to such class for
all purposes, subject only to the rights of creditors and to effect the
conversion of shares of any class of stock into another class of stock of
the corporation, and are herein referred to as "assets belonging to" such
class.
(ii) The assets belonging to such class shall be charged with the
liabilities of the corporation in respect of such class and with such
class' share of the general liabilities of the corporation, in the latter
case in proportion that the net asset value of such class bears to the net
asset value of all classes. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions on shares of each class, whether
payable in stock or cash, shall be paid only out of earnings, surplus or
other assets belonging to such class.
(iv) In the event of the liquidation or dissolution of the
corporation, stockholders of each class shall be entitled to receive, as a
class, out of the assets of the corporation available for distribution to
stockholders, the assets belonging to such class and the assets so
distributable to the stockholders of such class shall be distributed among
such stockholders in proportion to the number of shares of such class held
by them.
(b) A series of Common Stock may be further classified by the Board of
Directors into two or more classes of stock that may be invested together
in the common investment portfolio in which the series is invested.
Notwithstanding the provisions of paragraph (5)(a) of this Article FOURTH,
if two or more classes are invested in a common investment portfolio as a
series, the shares of each such class of stock of the corporation shall be
subject to the following preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption, and, if there are other classes of stock of
another series invested in a different investment portfolio, shall also be
subject to the provisions of paragraph (5)(a) of this Article FOURTH at the
series level as if the classes within the series were one class:
(i) The income and expenses of the series shall be allocated
among the classes in the series in accordance with the number of shares
outstanding of each such class or as otherwise determined by the Board of
Directors in a manner consistent with subparagraph (iii) below.
(ii) As more fully set forth in this paragraph (5)(b) of Article
FOURTH, the liabilities and expenses of the classes in the series shall be
determined separately from those of each other and, accordingly, the net
asset value, the dividends and distributions payable to holders, and the
amounts distributable in the event of liquidation of the corporation to
holders of shares of the corporation's stock may vary from class to class
within the series. Except for these differences and certain other
differences set forth in this paragraph (5) of Article FOURTH or elsewhere
in the Articles of Incorporation, the classes in the me series shall have
the same preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption.
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(iii) The dividends and distributions of investment income and
capital gains with respect to the classes in the series shall be in such
amounts as may be declared from time to time by the Board of Directors, and
such dividends and distributions may vary among the classes in the series
to reflect differing allocations of the expenses of the corporation among
the classes and any resultant differences among the net asset values per
share of the classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income,
capital gains, expenses and liabilities of the corporation among the
classes in the series shall be determined by the Board of Directors in a
manner that is consistent with an order, if any, obtained from the
Securities and Exchange Commission or any future amendment to such order or
any rule or interpretation under the Investment Company Act of 1940, as
amended.
(c) Except as provided below, on each matter submitted to a vote of
the stockholders, each holder of a share of stock shall be entitled to one
vote for each share standing in his name on the books of the corporation
irrespective of the class or series thereof. All holders of shares of stock
shall vote as a single class except as may otherwise be required by law
pursuant to any applicable order, rule or interpretation issued by the
Securities and Exchange Commission, or otherwise, or except with respect to
any matter which affects only one or more classes or series of stock, in
which case only the holders of shares of the class, classes or series
affected shall be entitled to vote.
(d) The proceeds of the redemption of shares of any class of stock of
the corporation may be reduced by the amount of any contingent deferred
sales charge or other charge (which charges may vary within and among the
classes) payable on such redemption pursuant to the terms of issuance of
such shares, all in accordance with the Investment Company Act of 1940,
applicable rules and regulations thereunder, and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
("NASD").
(e) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
corporation) in accordance with the Investment Company Act of 1940,
applicable rules and regulations thereunder, and applicable rules and
regulations of the NASD and reflected in the corporation's current
registration statement, shares of a particular class of stock of the
corporation may be automatically converted into shares of another class of
stock of the corporation based on the relative net asset values of such
classes at the time of conversion, subject, however, to any conditions of
conversion that may be imposed by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the
corporation) and reflected in the corporation's current registration
statement as aforesaid.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to shares
of, and to the holders of, all classes of stock.
(7) Notwithstanding any provisions of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes of
stockholders of all classes or of any class of stock entitled to be cast in
order to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate number of
votes entitled to be cast thereon.
(8) The presence in person or by proxy of the holders of one-third of
the shares of stock of the corporation entitled to vote (without regard to
class) shall constitute a quorum at any meeting of the stockholders, except
with respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes
of stock, in which case the presence in person or by proxy of the holders
of one-third of the shares of stock of each class required to vote as a
class on the matter shall constitute a quorum.
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(9) The corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately to
the respective fractions represented thereby 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, but excluding the right to receive a stock
certificate evidencing a fractional share.
(10) No holder of any shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class which the corporation proposes to issue, or any rights
or options which the corporation proposes to issue or to grant for the
purchase of shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all
of such shares, bonds, securities or obligations of the corporation,
whether now or hereafter authorized or created, may be issued, or may be
reissued if the same have been reacquired, and any and all of such rights
and options may be granted by the Board of Directors to such persons,
firms, corporations and associations, and for such lawful consideration,
and on such terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to any said
holder.
FIFTH: (1) The initial number of directors of the corporation is
eleven (11) and the names of those who will serve as such until the first
annual meeting or until their successors are duly elected and qualify are
as follows:
Al Burton
Paul S. Doherty
Robert B. Goode
Alan L. Gosule
Walter H. May
Jock Patton
David W.C. Putnam
John R. Smith
Robert W. Stallings
John G. Turner
David W. Wallace
The By-Laws of the corporation may fix the number of directors at a number
greater or less than that named in these Articles of Incorporation and may
authorize a majority of the entire Board of Directors to increase or
decrease the number of directors. The number of directors shall never be
less than the minimum number prescribed by the Maryland General Corporation
Law.
(2) The initial by-laws of the corporation shall be adopted by the
directors at their organizational meeting or by their informal written
action, as the case may be. Thereafter, the power to make, alter, and
repeal the by-laws of the corporation shall be vested in the Board of
Directors of the corporation.
(3) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to: the amount of the assets,
debts, obligations, or liabilities of the corporation; the amount of any
reserves or charges set up and the propriety thereof; the time of or
purpose for creating such reserves or charges; the use, alteration or
cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged or shall be then or thereafter
required to be paid or discharged); the value of any investment or fair
value of any other asset of the corporation; the amount of net investment
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income; the number of shares of stock outstanding; the estimated expense in
connection with purchases or redemptions of the corporation's stock; the
ability to liquidate investments in an orderly fashion; the extent to which
it is practicable to deliver a cross-section of the portfolio of the
corporation in payment for any such shares, or as to any other matters
relating to the issue, sale, purchase, redemption and/or other acquisition
or disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation shall be
final and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of the
corporation are issued and sold on the condition and understanding that any
and all such determinations shall be binding as aforesaid.
SIXTH: (1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation
Law, no director or officer of the corporation shall have any liability to
the corporation or its stockholders for damages. This limitation on
liability applies to events occurring at the time a person serves as a
director or officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
(2) The corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The corporation shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further extent
as is consistent with law. The Board of Directors may, through a by-law,
resolution or agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent permitted
by the Maryland General Corporation Law.
(3) No provision of this Article SIXTH shall be effective (i) to
require a waiver of compliance with any provision of the Securities Act of
1933, or of the Investment Company Act of 1940, or of any valid rule,
regulation or order of the Securities and Exchange Commission thereunder or
(ii) to protect or purport to protect any director or officer of the
corporation against any liability to the corporation or its stockholders to
which he 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 office.
(4) References to the Maryland General Corporation Law
in this Article SEVENTH are to the law as from time to time amended. No
amendment to the Articles of Incorporation of the corporation shall affect
any right of any person under this Article SIXTH based on any event,
omission or proceeding prior to such amendment.
SEVENTH: (1) Any holder of shares of stock of the corporation may
require the corporation to redeem and the corporation shall be obligated to
redeem at the option of such holder all or any part of the shares of the
corporation owned by said holder, at the redemption price, pursuant to the
method, upon the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the net asset value
per share determined at such time or times as the Board of Directors of the
corporation shall designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation thereunder or
exemption or exception therefrom, or any rule or regulation made or adopted
by any securities association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall be determined by
dividing:
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(i) The total value of the assets of such class, or in the
case of a series with more than one class, such class's proportionate share
of the total value of the assets of the series, such value determined as
provided in Subsection (c) below less, to the extent determined by or
pursuant to the direction of the Board of Directors, all debts, obligations
and liabilities of such class (which debts, obligations and liabilities
shall include, without limitation of the generality of the foregoing, any
and all debts, obligations, liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise, including the estimated accrued
expenses of management and supervision, administration and distribution and
any reserves or charges for any or all of the foregoing, whether for taxes,
expenses or otherwise) but excluding such class's liability upon its shares
and its surplus, by
(ii) The total number of shares of such class outstanding.
The Board of Directors is empowered, in its absolute discretion, to
establish other methods for determining such net asset value whenever such
other methods are deemed by it to be necessary in order to enable the
corporation to comply with, or are deemed by it to be desirable provided
they are not inconsistent with, any provision of the Investment Company Act
of 1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these Articles of
Incorporation the total value of the assets of the corporation at any time,
investments and any other assets of the corporation shall be valued in such
manner as may be determined from time to time by the Board of Directors.
(d) Payment of the redemption price by the corporation may be
made either in cash or in securities or other assets at the time owned by
the corporation or partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any part of such payment
to be made in securities or other assets of the corporation shall be the
value employed in determining the redemption price. Payment of the
redemption price shall be made on or before the seventh day following the
day on which the shares are properly presented for redemption hereunder,
except that delivery of any securities included in any such payment shall
be made as promptly as any necessary transfers on the books of the issuers
whose securities are to be delivered may be made. The corporation, pursuant
to resolution of the Board of Directors, may deduct from the payment made
for any shares redeemed a liquidating, redemption or similar charge as may
be determined by the Board of Directors from time to time.
(e) Redemption of shares of stock by the corporation is
conditional upon the corporation having funds or property legally available
therefor.
(2) The corporation, either directly or through an agent, may
repurchase its shares, out of funds legally available therefor, upon such
terms and conditions and for such consideration as the Board of Directors
shall deem advisable, by agreement with the owner at a price not exceeding
the net asset value per share as determined by the corporation at such time
or times as the Board of Directors of the corporation shall designate, less
any liquidating, redemption or similar charge as may be fixed by resolution
of the Board of Directors of the corporation from time to time, and take
all other steps deemed necessary or advisable in connection therewith.
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(3) The corporation may cause the redemption, upon the terms set forth
in subsections (1)(a) through (e) and subsection 5 of this Article SEVENTH,
of shares of a class of stock held by a stockholder if the net asset value
of the shares of stock is less than $500 or such other amount not exceeding
$5000 as may be fixed from time to time by the Board of Directors (the
"Minimum Amount") with respect to that class. The Board of Directors may
establish differing Minimum Amounts for each class of the corporation's
stock and for categories of holders of stock based on such criteria as the
Board of Directors may deem appropriate. The corporation shall give the
stockholder notice which shall be in writing personally delivered or
deposited in the mail, at least 30 days (or such other number of days as
may be specified from time to time by the Board of Directors) prior to such
redemption.
Notwithstanding any other provision of this Article SEVENTH, if
certificates representing such shares have been issued, the redemption
price need not be paid by the corporation until such certificates are
presented in proper form for transfer to the corporation or the agent of
the corporation appointed for such purpose; however, the redemption shall
be effective, in accordance with the resolution of the Board of Directors,
regardless of whether or not such presentation has been made.
(4) The obligations set forth in this Article SEVENTH may be suspended
or postponed as may be permissible under the Investment Company Act of 1940
and the rules and regulations thereunder.
(5) The Board of Directors may establish other terms and conditions
and procedures for redemption, including requirements as to delivery of
certificates evidencing shares, if issued.
EIGHTH: All persons who shall acquire stock or other securities of the
corporation shall acquire the same subject to the provisions of the
corporation's Charter, as from time to time amended.
NINTH: From time to time any of the provisions of the Charter of the
corporation may be amended, altered or repealed, including amendments which
alter the contract rights of any class of stock outstanding, and other
provisions authorized by the Maryland General Corporation Law at the time
in force may be added or inserted in the manner and at the time prescribed
by said Law, and all rights at any time conferred upon the stockholders of
the corporation by its Charter are granted subject to the provisions of
this Article.
SECOND: The amendment and restatement of the Charter of the Corporation
herein made was recommended and advised by a majority of the Board of Directors
of the Corporation of the Corporation at a meeting held on July 26th, 2000, and
was approved by the shareholders of the Corporation at a meeting of such
shareholders held on _________________, 2000.
THIRD: The provisions set forth in the above Articles of Amendment and
Restatement are all of the provisions of the Corporation's Charter currently in
effect as hereby amended.
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FOURTH: The current address of the principal office of the Corporation is
300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202, and the
Corporation's current Resident Agent is CT Corporation Trust, Inc., whose
address is 300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202.
FIFTH: The Corporation currently has eleven (11) Directors; the Directors
currently in office are as follows: Al Burton Paul S. Doherty Robert B. Goode
Alan L. Gosule
Walter H. May
Jock Patton
David W.C. Putnam
John R. Smith
Robert W. Stallings
John G. Turner
David W. Wallace
SIXTH: These Amended and Restated Articles do not increase the authorized
stock of the Corporation or the aggregate par value of such authorized stock.
IN WITNESS WHEREOF, Pilgrim Worldwide Emerging Markets Fund, Inc., has
caused these Articles to be signed in its name and on its behalf by its Senior
Vice President, Michael J. Roland, and attested by its Secretary, James M.
Hennessy, on the 26th day of July, 2000.
THE UNDERSIGNED, Senior Vice President acknowledges these Articles of
Amendment and Restatement 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 herein with respect to the authorization and approval hereof are
true in all material respects and that this statement is made under the
penalties of perjury.
ATTEST: PILGRIM WORLDWIDE EMERGING MARKETS FUND, INC.
/s/ James M. Hennessy /s/ Michael J. Roland (SEAL)
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By: James M. Hennessy By: Michael J. Roland
Secretary Senior Vice President
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