<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ADDISON CAPITAL SHARES, INC.
ADDISON CAPITAL SHARES, INC. (the "Corporation"), a corporation
organized under the laws of the State of Maryland, having its principal place of
business at Two Bala Cynwyd Plaza, Bala Cynwyd, Pennsylvania 19004, does hereby
certify to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in Section 2-605(a)(4) of
the Maryland General Corporation Law and under authority contained in Article
Eighth, Section 4 of the Articles of Incorporation of the Corporation, a
majority of the full Board of Directors by resolution passed December 16, 1999,
has changed the name of the Corporation to The Buttonwood Funds, Inc.
THIRD: Pursuant to the requirements of Section 2-607 of the Maryland
General Corporation Law, the Board of Directors has determined to file of record
these Articles of Amendment, which Amendment is limited to a change expressly
permitted by Section 2-605 of the Maryland General Corporation Law to be made
without action by the stockholders and which Amendment is solely for the purpose
of changing the name of the Corporation.
FOURTH: Article Second of the Articles of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
The name of the Corporation is The Buttonwood Funds, Inc.
FIFTH: All shares previously designated as Class A Common Stock are
hereby redesignated as:
Buttonwood Capital Appreciation.
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IN WITNESS WHEREOF, Addison Capital Shares, Inc. has caused these
Articles of Amendment to be signed in its corporate name and on its behalf by
its President and its corporate seal to be hereunto affixed and attested by its
Secretary as of the 14th day of February, 2000.
ADDISON CAPITAL SHARES, INC.
[SEAL] By: /s/Richardson T. Merriman
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Richardson T. Merriman
Attest: President
/s/James W. Jennings
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James W. Jennings
Secretary
THE UNDERSIGNED, President of Addison Capital Shares, 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 foregoing 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 herein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
/s/Richardson T. Merriman
-------------------------
Richardson T. Merriman
President
