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NEW YORK VENTURE FUNDS, INC.
ARTICLES OF AMENDMENT
NEW YORK VENTURE FUNDS, INC., a Maryland corporation (hereinafter
called the "Corporation"), having its principal office in Baltimore City,
Maryland, hereby certifies to the State Department of Assessments and Taxation
of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation are hereby
amended as follows:
Article FIFTH of the Articles of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
FIFTH: Capitalization. (a) The total number of shares of
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capital stock which the Corporation shall have authority to issue is
1,000,000,000 shares of capital stock of the par value of $.05 per
share, having an aggregate par value of $50,000,000.
(b) For purposes of establishing classes or subclasses of
stock with different investment objectives, types of investments or
distribution methods, costs or charges, the Board of Directors may
classify or reclassify any unissued stock from time to time by setting
or changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of the stock. Without limiting the generality
of the foregoing, the Board of Directors may, from time to time, (i)
classify or reclassify any unissued shares of stock into classes having
"assets belonging to" such class, as described in Paragraph (c)(i) of
this Article, (ii) divide any class having "assets belonging to" such
class into subclasses with different distribution methods, costs or
charges and classify or reclassify any unissued shares of such
subclass, and (iii) name and change the name of any class or subclass
of outstanding or unissued stock.
(c) Subject to the authority granted to the Board of Directors
of the Corporation in subparagraph (b) of this Article FIFTH, each
class of stock of the Corporation now outstanding and each class of
stock of the Corporation now outstanding and each class of stock
hereafter designated by the Directors as a class which shall have
assets belonging to such class shall have the following described
powers, preferences and rights and the qualifications, limitations and
restrictions thereof shall be as follows:
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(i) All consideration received by the Corporation for
the issue or sale of shares of a particular class, together
with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any
reinvestment of such proceeds, in whatever form the same may
be, are herein referred to as "assets belonging to" such
class.
(ii) The assets belonging to a particular class of
stock shall be charged with the liabilities (including, in the
discretion of the Board of Directors or its delegate, accrued
expenses and reserves) incurred in respect of such class, and
such class shall also be charged with its share of any general
liabilities of the Corporation not incurred in respect of any
particular class, such general liabilities to be allocated in
proportion to the net asset value of the respective classes.
The allocation of such liabilities to any subclass shall be
determined by the Board of Directors or its delegate. The
determination of the Board of Directors or its delegate shall
be final and conclusive as to the amount of assets and
liabilities, including accrued expenses and reserves, which
are to be allocated to one or more particular classes or
subclasses. The power to make such determinations may be
delegated by the Board of Directors from time to time to one
or more of the directors and officers of the Corporation, or
to an agent of the corporation appointed for such purpose.
(iii) In the event of the liquidation or dissolution
of the Corporation (for whatever reason), shareholders of each
class should be entitled to receive as a class, out of the
assets of the Corporation available for distribution to
shareholders the assets belonging to such class; and the
assets so distributable to the shareholders of any class shall
be distributed among such shareholders in proportion to the
relative net asset value of the shares held by such
shareholders. In the event that there are any general assets
available for distribution not belonging to any particular
class, any distribution thereof shall be made to the holders
of all such classes in proportion to the net asset value of
the respective classes.
(iv) The voting rights of the shares of each class
shall be as set forth in subparagraph (d) of this Article
FIFTH.
(v) The relative rights of the shares of each class
to be redeemed or repurchases shall be as set forth in Article
SEVENTH.
(vi) The relative rights of the shares of each class
to receive dividends shall be as set forth in Article NINTH.
(d) Subject to the requirements of the Investment Company Act
of 1940, at any meeting of the shareholders, each shareholder shall
have one vote for each dollar of net asset value per share for each
share held irrespective of the class or
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subclass thereof. On any matter submitted to a vote of shareholders,
all shares of the Corporation then issued and outstanding and entitled
to vote shall be voted in the aggregate and not by class or subclass
except to the extent class or subclass voting is required as to any
matter by the laws of the State of Maryland, the Investment Company Act
of 1940 or any Regulation thereunder or by the Board of Directors.
(e) Fractional shares shall carry proportionately all the
rights of a whole share.
Article TENTH of the Articles of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
TENTH: Net Asset Value, Other Determinations. The net asset
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value of shares of capital stock of the Corporation shall be determined
by or pursuant to the direction of the Board of Directors of the
Corporation. Any determination made in good faith by or on behalf of
the Board of Directors or pursuant to its delegation or direction, as
to the amount of the assets, debts, obligations or liabilities of the
Corporation, as to the net asset value, bid price or asked price of the
shares of the Corporation, as to the value of any asset or assets of
the Corporation, or as to any other matter relating to the issue, sale,
redemption, purchase, acquisition or disposition of the shares of the
Corporation, shall be final and conclusive and shall be binding upon
the Corporation and all holders of shares issued by it, and the shares
of the Corporation shall be issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.
Article THIRTEENTH of the Articles of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
THIRTEENTH: Majority Vote. Notwithstanding any provision of
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the General Corporation Law of the State of Maryland requiring that any
action be taken or authorized by the affirmative vote of the holders of
a designated proportion greater than a majority of votes entitled to be
cast, such action shall be effective and valid if taken or authorized
by the affirmative vote of the holders of a majority of the total
number of votes entitled to vote thereon. When shares are voted by
individual class or subclass, any such action shall be effective and
valid if taken or authorized by the affirmative vote of the holders of
a majority of the total number of votes entitled to vote thereon.
SECOND: The Board of Directors of the Corporation duly adopted
resolutions in which were set forth the foregoing amendments to the charter,
declaring that said
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amendments of the charter as proposed were advisable and directing that they be
submitted for action thereon by the stockholders of the Corporation at their
next meeting.
THIRD: Said amendment has been approved by the holders of a majority of
the issued and outstanding stock entitled to vote on the amendment in accordance
with Article FIFTH of the Articles of Incorporation and the Maryland General
Corporation Law.
IN WITNESS WHEREOF, New York Venture Funds, Inc. has caused these
presents to be signed in its name and on its behalf by its Chairman of the Board
of Directors and attested by its Secretary this 29th day of August, 1994.
NEW YORK VENTURE FUNDS, INC.
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Martin H. Proyect, Chairman of the Board
ATTEST:
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Raymond O. Padilla, Secretary
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THE UNDERSIGNED, Chairman of the Board of Directors of New York Venture
Funds, Inc. who executed on behalf of said corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the forgoing Articles of Amendment to be
the corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
Dated: August 29, 1994.
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Martin H. Proyect, Chairman of the Board
