ARTICLES OF AMENDMENT
PILGRIM GNMA INCOME FUND, INC.
Pilgrim GNMA Income 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 million
(100,000,000) shares of Common Stock, one cent ($0.01) par value per share, with
an aggregate par value of one million dollars ($1,000,000), all of which have
been previously classified as one series and one class of shares.
SECOND: The Board of Directors of the Corporation, by resolution dated
July 26, 2000, increased the number of authorized shares of the Corporation from
100,000,000 shares to 1,000,000,000 shares, and classified the shares as shares
of Common Stock.
THIRD: The Board of Directors hereby redesignates one hundred million
(100,000,000) shares (including all issued shares) of Pilgrim GNMA Income Fund,
Inc. Common Stock as Pilgrim GNMA Income Fund, Inc. Class A Common Stock.
FOURTH: The shares of Class A Common Stock of the Corporation
redesignated 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.
FIFTH: The Board of Directors of the Corporation has classified and
designated the shares described above pursuant to authority contained in the
Corporation's charter.
SIXTH: 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 GNMA Income 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 GNMA INCOME 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
