ARTICLES OF AMENDMENT
PILGRIM GROWTH AND INCOME FUND, INC.
Pilgrim Growth and 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 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 Growth and Income
Fund, Inc. Common Stock as one hundred million (100,000,000) shares of Pilgrim
Growth and Income Fund, Inc. Class A Common Stock.
THIRD: The Board of Directors hereby redesignates two hundred million
(200,000,000) shares of the authorized but unissued shares of Pilgrim Growth and
Income Fund, Inc. Common Stock as one hundred million (100,000,000) authorized
but unissued shares of Pilgrim Growth and Income Fund Class B Common Stock,
fifty million (50,000,000) authorized but unissued shares of Pilgrim Growth and
Income Fund Class C Common Stock, and fifty million (50,000,000) authorized but
unissued shares of Pilgrim Growth and Income Fund Class Q Common Stock.
FOURTH: The shares of Class A Common Stock, Class B Common Stock, Class
C Common Stock and Class Q 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 and those set forth as follows:
(a) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, the officers of the
Corporation) in accordance with the Investment Company Act of 1940, as amended,
and applicable rules and regulations of the National Association of Securities
Dealers, Inc. and reflected in the registration statement of the Corporation,
current as of the time such shares are issued, shares of Class B Common Stock of
the Corporation may be automatically converted into shares of another class of
capital stock of the Corporation based on the relative net asset value 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, the officers of the Corporation) and
reflected in such current registration statement relating to the Corporation as
aforesaid.
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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.
IN WITNESS WHEREOF, Pilgrim Growth and 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 GROWTH AND INCOME FUND, INC.
By: /s/ Michael J. Roland
--------------------------------
By: Michael J. Roland
Senior Vice President
ATTEST:
/s/ James M. Hennessy
----------------------------
By: James M. Hennessy
Secretary
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