Exhibit (a)(21)
ARTICLES OF AMENDMENT Stock(for profit)
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Joan Ohlbaum Swirsky, Esquire
DRINKER BIDDLE & REATH LLP <- Please indicate where you would
One Logan Square filed document sent. Please include
18th and Cherry Street complete name and mailing address.
Philadelphia, PA 19103
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Your phone number during the day: (215) 988-2601
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INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)
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Submit one original and one exact copy to Department of Financial
Institutions, Division of Corporate and Consumer Services, P.O. Box 7846,
Madison, Wisconsin, 53707-7846. (If sent by Express or Priority U.S. mail,
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address to 345 W. Washington Ave., Madison, WI 53703). The original must
include an original manual signature (sec. 180.0120(3)(c), Wis. Stats). If you
have any additional questions, please call the Corporations Division at 608-261-
9555.
A. State the name of the corporation (before any changes effected by this
amendment) and the text of the amendment(s). The text should recite the
resolution adopted (e.g.) "RESOLVED, THAT, Article 1 of the Articles of
Incorporation is hereby amended to read as follows.... etc.").
If an amendment provides for an exchange, reclassification or cancellation
of issued shares, state the provisions for implementing the amendment if not
contained in the amendment itself.
B. Enter the date of adoption of the amendment(s). If there is more than one
amendment, identify the date of adoption of each. Mark one of the three choices
to indicate the method of adoption of the amendment(s).
By Board of Directors - Refer to sec. 180.1002 Wis. Stats. for specific
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information on the character of amendments that may be adopted by the Board of
Directors without shareholder action.
By Board of Directors and Shareholders - Amendments proposed by the Board
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of Directors and adopted by shareholder approval. Voting requirements differ
with circumstances and provisions in the articles of incorporation. See sec.
180.1003 Wis. Stats. for specific information.
By Incorporators or Board of Directors - Before issuance of shares - See
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sec. 180.1005 Wis. Stats. for conditions attached to the adoption of an
amendment approved by a vote or consent of less than 2/3rds of the shares
subscribed for.
C. Enter the date of execution and the name and title of the person signing
the document. The document must be signed by one of the following: An officer
(or incorporator if directors have not been elected) of the corporation or the
fiduciary if the corporation is in the hands of a receiver, trustee, or other
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court appointed fiduciary. At least one copy must bear an original manual
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signature.
D. If the document is executed in Wisconsin, sec. 14.38(14) Wis. Stats.
provides that it shall not be filed unless the name of the drafter (either an
individual or a governmental agency) is printed in a legible manner. If
document is NOT drafted in Wisconsin, please so state.
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FILING FEES
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Submit the document with a minimum filing fee of $40.00, payable to
SECRETARY OF STATE. If the amendment causes an increase in the number of
authorized shares, provide an additional fee of 1 cent for each new authorized
share. When the document has been filed, an acknowledgement copy stamped
"FILED" will be sent to the address indicated above.
ARTICLES OF AMENDMENT
STOCK (FOR PROFIT)
A. Name of Corporation: Firstar Funds, Inc.
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(prior to any change effected by this amendment)
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Text of Amendment (Refer to the existing articles of incorporation and
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instruction A. Determine those items to changed and set forth below the
number identifying the paragraph being changed and how the amended
paragraph is to read.)
RESOLVED, THAT, the articles of incorporation be amended as follows:
SEE ATTACHED
The effective date of these Articles of Amendment shall be ______, __,
2000.
B. Amendment(s) adopted on ______, __, 2000 (Directors)
(date)
Indicate the method of adoption by checking the appropriate choice below:
( ) In accordance with sec. 180.1002, Wis. Stats. (By the Board of
Directors)
OR
( X ) In accordance with sec. 180.1003, Wis. Stats. (By the Board of
Directors and Shareholders)
OR
( ) In accordance with sec. 180.1005, Wis. Stats. (By Incorporators
or Board of Directors, before issuance of shares)
C. Executed on behalf of the
corporation on ______, __, 2000
(date)
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(signature)
Bruce R. Laning
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(printed name)
President
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(officer's title)
D. This document was drafted by Joan Ohlbaum Swirsky, Esquire
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(name of individual required by law)
FILING FEE - $40.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures
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AMENDMENT TO ARTICLES OF INCORPORATION
ADOPTED BY BOARD OF DIRECTORS ON _______, 2000
AND BY SHAREHOLDERS ON ________, 2000
RESOLVED, that the Articles of Incorporation of the Company shall be
amended by striking out Article V in its entirety and inserting in lieu thereof
the following:
The Corporation shall have the authority to issue an indefinite number of
shares of Common Stock with a par value of $.0001 per share. The Common Stock
is divided into 200 classes, numbered consecutively from 1 through 200. Each
class and each series of a class shall have an indefinite number of authorized
shares. Subject to the following paragraph, classes 1 through 36 are designated
and divided into series as follows:
CLASS and SERIES
1 Money Market Fund/Institutional
1 Money Market Fund/A
2 Tax-Exempt Money Market Fund/Institutional
2 Tax-Exempt Money Market Fund/A
3 U.S. Government Money Market Fund/Institutional
3 U.S. Government Money Market Fund/A
4 Institutional Money Market Fund/Institutional
4 Institutional Money Market Fund/A
5 U.S. Treasury Money Market Fund/Institutional
5 U.S. Treasury Money Market Fund/A
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/Institutional
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/A
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/B
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/Y
7 Bond IMMDEX/TM Fund/Institutional
7 Bond IMMDEX/TM Fund/A
7 Bond IMMDEX/TM Fund/B
7 Bond IMMDEX/TM Fund/Y
8 Equity Index Fund/Institutional
8 Equity Index Fund/A
8 Equity Index Fund/B
8 Equity Index Fund/Y
9 Growth and Income Fund/Institutional
9 Growth and Income Fund/A
9 Growth and Income Fund/B
9 Growth and Income Fund/Y
10 Short-Term Bond Market Fund (to be renamed Short-Term
Bond Fund)/Institutional
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/A
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/B
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/Y
11 Balanced Growth Fund/Institutional
11 Balanced Growth Fund/A
11 Balanced Growth Fund/B
11 Balanced Growth Fund/Y
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/Institutional
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/A
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/B
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/Y
13 Intermediate Bond Market Fund (to be renamed Intermediate
Bond Fund)/Institutional
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/A
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/B
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/Y
14 Tax-Exempt Intermediate Bond Fund/Institutional
14 Tax-Exempt Intermediate Bond Fund/A
14 Tax-Exempt Intermediate Bond Fund/B
14 Tax-Exempt Intermediate Bond Fund/Y
15 International Equity Fund (to be renamed International
Value Fund)/Institutional
15 International Equity Fund (to be renamed International Value Fund)/A
15 International Equity Fund (to be renamed International Value Fund)/B
15 International Equity Fund (to be renamed International Value Fund)/Y
16 MicroCap Fund/Institutional
16 MicroCap Fund/A
16 MicroCap Fund/B
16 MicroCap Fund/Y
17 Balanced Income Fund/Institutional
17 Balanced Income Fund/A
17 Balanced Income Fund/B
17 Balanced Income Fund/Y
18 Emerging Growth Fund/Institutional (to be renamed Small Cap Core
Equity Fund)
18 Emerging Growth Fund/A (to be renamed Small Cap Core Equity Fund)
18 Emerging Growth Fund/B (to be renamed Small Cap Core Equity Fund)
18 Emerging Growth Fund/Y (to be renamed Small Cap Core Equity Fund)
19 Core International Equity Fund/Institutional (to be renamed
International Growth Fund)
19 Core International Equity Fund/A (to be renamed International Growth Fund)
19 Core International Equity Fund/B (to be renamed International Growth Fund)
19 Core International Equity Fund/Y (to be renamed International Growth Fund)
20 MidCap Index Fund/Institutional
20 MidCap Index Fund/A
20 MidCap Index Fund/B
20 MidCap Index Fund/Y
21 Small Cap Aggressive Growth Fund/Institutional
21 Small Cap Aggressive Growth Fund/A
21 Small Cap Aggressive Growth Fund/B
21 Small Cap Aggressive Growth Fund/Y
22 Aggregate Bond Fund/Institutional
22 Aggregate Bond Fund/A
22 Aggregate Bond Fund/B
22 Aggregate Bond Fund/Y
23 U.S. Government Income Fund/Institutional
23 U.S. Government Income Fund/A
23 U.S. Government Income Fund/B
23 U.S. Government Income Fund/Y
24 National Municipal Bond Fund/Institutional
24 National Municipal Bond Fund/A
24 National Municipal Bond Fund/B
24 National Municipal Bond Fund/Y
25 Select Institutional Money Market Fund/A
26 Conning Money Market Fund/A
27 Ohio Tax-Exempt Money Market Fund/Institutional
27 Ohio Tax-Exempt Money Market Fund/A
28 Missouri Tax-Exempt Bond Fund/Institutional
28 Missouri Tax-Exempt Bond Fund/A
28 Missouri Tax-Exempt Bond Fund/B
28 Missouri Tax-Exempt Bond Fund/Y
29 Strategic Income Fund/Institutional
29 Strategic Income Fund/A
29 Strategic Income Fund/B
29 Strategic Income Fund/Y
30 Equity Income Fund/Institutional
30 Equity Income Fund/A
30 Equity Income Fund/B
30 Equity Income Fund/Y
31 Relative Value Fund/Institutional
31 Relative Value Fund/A
31 Relative Value Fund/B
31 Relative Value Fund/Y
32 Large Cap Growth Fund/Institutional
32 Large Cap Growth Fund/A
32 Large Cap Growth Fund/B
32 Large Cap Growth Fund/Y
33 Science & Technology Fund/Institutional
33 Science & Technology Fund/A
33 Science & Technology Fund/B
33 Science & Technology Fund/Y
34 REIT Fund/Institutional
34 REIT Fund/A
34 REIT Fund/B
34 REIT Fund/Y
35 Small Cap Index Fund/Institutional
35 Small Cap Index Fund/A
35 Small Cap Index Fund/B
35 Small Cap Index Fund/Y
36 Global Equity Fund /Institutional
36 Global Equity Fund /A
36 Global Equity Fund /B
36 Global Equity Fund /Y
The Board of Directors is authorized to classify or to reclassify (i.e.
into classes and series of classes), from time to time, any unissued shares of
the Corporation by setting, changing, or eliminating the distinguishing
designation and the preferences, limitations, and relative rights, in whole or
in part, to the fullest extent permissible under the Wisconsin Business
Corporation Law. The Board of Directors may also redesignate a class or series
whether or not shares of such class or series are issued and outstanding,
provided that such redesignation does not affect the preferences, limitations,
and relative rights, in whole or in part, of such class or series.
The Board of Directors of the Corporation may authorize the issuance and
sale of any class or series of shares from time to time in such amount and on
such terms and conditions, for such purposes and for such amounts or kind of
consideration as the Board of Directors shall determine, subject to any limits
required by then applicable law. Nothing in this paragraph shall be construed
in any way as limiting the Board of Directors authority to issue the
Corporation's shares in connection with a share dividend under the Wisconsin
Business Corporation Law. The Institutional Series, Series A, Series B and
Series Y described in this Amendment to the Articles of Incorporation and any
series hereinafter created by subsequent amendment are each referred to herein
as a "Series".
Shares of all Classes of Common Stock of the Corporation, and shares of the
Institutional Series, Series A, Series B and Series Y of each Class, whether now
or hereafter created, shall, unless altered or revoked as provided in the
immediately preceding paragraph, have the following preferences, limitations and
relative rights:
(1) Assets Belonging to a Class. Consideration that is received by
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the Corporation for the issue or sale of shares of any Class of the
Corporation's Common Stock (a) shall not be commingled with the consideration
that is received by the Corporation for the issue or sale of shares of any other
Class of Common Stock; and (b) together with all assets in which such
consideration is invested and reinvested, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, any such funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of the
Corporation not belonging to a particular Class of Common Stock of the
Corporation which the Board of Directors may, in their sole discretion, allocate
to a Class, shall irrevocably belong to the Class of the Corporation's Common
Stock with respect to which such assets, payments or funds were received or
allocated for all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such assets and the
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, are herein referred to as
"assets belonging to" such Class. Shareholders of a Class of Common Stock of
the Corporation shall have no right, title or interest in or to the assets
belonging to any Class of Common Stock with a different numerical designation.
Each Series of a Class of the Corporation's Common Stock shall share equally,
based on relative net asset value or such other basis prescribed by the
Securities and Exchange Commission, with all Series of such Class in the assets
belonging to such Class.
(2) Liabilities Belonging to a Class. The assets belonging to any
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Class of the Corporation's Common Stock shall be charged with the direct
liabilities in respect of such Class and shall also be charged with such Class's
proportionate share of the general liabilities of the Corporation as determined
by comparing the assets belonging to such Class with the aggregate assets of the
Corporation, provided that the Board of Directors may, in their discretion,
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direct that any one or more general liabilities of the Corporation be allocated
to the respective Classes of its Common Stock on a different basis. The
liabilities so charged to a Class of Common Stock are herein referred to as
"liabilities belonging to" such Class. Except as provided in the next sentence
or otherwise required or permitted by applicable law or any rule or order of the
Securities and Exchange Commission, each Series of a Class of the Corporation's
Common Stock shall bear a pro rata portion, based on relative net asset value or
such other method prescribed by the Securities and Exchange Commission, of the
"liabilities belonging to" such Class. To the extent permitted by rule or order
of the Securities and Exchange Commission, the Board of Directors may allocate
all or a portion of any expenses, costs, charges and reserves to any one or more
Series of the Corporation's Common Stock as follows:
(a) A Series with respect to which agreements are entered into
by or on behalf of the Corporation pursuant to which institutions agree to
provide distribution, administrative or other services with respect to
beneficial owners of shares of that Series but not with respect to beneficial
owners of shares of other Series of the same Class shall bear the expenses and
liabilities relating to such agreements, as well as any other expenses directly
attributable to such Series which the Board of Directors determine should be
borne solely by such Series; and
(b) A Series shall not be required to bear the expenses and
liabilities relating to any agreement described in clause (a) above pursuant to
which an institution agrees to provide services with respect to beneficial
owners of shares of other Series of the same Class but not to beneficial owners
of shares of that Series, or any other expenses directly attributable to one or
more other Series of shares which the Board of Directors determine should be
borne solely by such other Series.
(3) Dividends and Distributions. Shares of each Series of a Class of
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the Corporation's Common Stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared from time to time
by the Board of Directors, acting in their sole discretion, with respect to such
Series; provided, however, that such dividends and distributions shall be paid
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only out of the lawfully available "assets belonging to" the Class of which such
Series is part as such phrase is defined in Section (B)(1) of this Article V.
(4) Liquidation Dividends and Distributions. In the event of the
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liquidation or dissolution of the Corporation, the shareholders of each Series
of a Class of the Corporation's Common Stock shall be entitled to receive, as a
Series, out of the assets of the Corporation available for distribution to
shareholders, but other than general assets not belonging to any particular
Class of Common Stock, the excess of the assets belonging to such Class of
Common Stock that are allocated to such Series in accordance with Section (B)(1)
of this Article V over the liabilities belonging to that Class that are
allocated to that Series in accordance with Section (B)(2) of this Article V,
and the assets so distributable to the shareholders of any particular Series
shall be distributed among such shareholders in proportion to the number of
shares of such Series held by them and recorded on the books of the Corporation.
In the event that there are any general assets not belonging to any particular
Class of the Corporation's Common Stock and available for distribution, the
shareholders of a Class of Common Stock shall be entitled to receive a portion
of such general assets determined by comparing the assets belonging to such
Class with the aggregate assets of the Corporation; the shareholders of each
Series of such Class shall be entitled to receive, as a Series, the portion of
such assets that are allocated such Series in accordance with Section (B)(1) of
this Article V; and the assets so distributable to the shareholders of any
particular Series shall be distributed among such shareholders in proportion to
the number of shares of such Series held by them and recorded on the books of
the Corporation.
(5) Voting Rights. Shareholders of each Class of the Corporation's
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Common Stock shall be entitled to one (1) vote for each full share, and a
fractional vote for each fractional share, of such Class then standing in his or
her name on the books of the Corporation. On any matter submitted to a vote of
shareholders, shares of all Classes that are then issued and outstanding and
entitled to vote shall be voted in the aggregate and not by Class except: (a) as
otherwise required by applicable law or permitted by the Board of Directors, or
(b) when the matter, as conclusively determined by the Board of Directors,
affects only the interests of the shareholders of a particular Class or Classes
(in which case only shareholders of the affected Class or Classes shall be
entitled to vote thereon). Each share of a Series of a Class shall vote
together in the aggregate with all other Shares of the same Class and not by
Series on all matters submitted to a vote of the shareholders of the Class,
except that:
(x) on any matter that pertains to the agreements or
expenses and liabilities described in subsection (B)(2)(a) of this Article V (or
to any plan or other document adopted by the Corporation relating to said
agreements, expenses or liabilities) and is submitted to a vote of shareholders
of the Corporation, only the particular Series specified therein shall be
entitled to vote, except that: (i) if said matter affects shares in the
Corporation other than such Series, such other affected shares in the
Corporation shall also be entitled to vote, and in such case the particular
Series of shares so specified shall be voted in the aggregate together with such
other affected shares and not by individual Series except where otherwise
required by law or permitted by the Board of Directors of the Corporation; and
(ii) if said matter does not affect the particular Series of shares specified
therein, said Series of shares shall not be entitled to vote (except where
required by law or permitted by the Board of Directors) even though the matter
is submitted to a vote of the holders of shares in the Corporation other than
shares of such Series; and
(y) on any matter that pertains to the agreements or
expenses and liabilities described in subsection B(2)(b) of this Article V (or
any plan or other document adopted by the Corporation relating to said
agreements, expenses or liabilities) and is submitted to a vote of shareholders
of the Corporation, the particular Series of shares specified therein shall not
be entitled to vote, except where otherwise required by law or permitted by the
Board of Directors of the Corporation, and except that if said matter affects
such Series of shares, such Series of shares shall be entitled to vote, and in
such case shall be voted in the aggregate together with all other shares in the
Corporation voting on the matter and not by individual Series except where
otherwise required by law or permitted by the Board of Directors.
(6) Redemption of Shares. To the extent of the assets of the
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Corporation legally available for such redemptions, a shareholder of the
Corporation shall have the right to require the Corporation to redeem his or her
full and fractional shares of any Class of Common Stock out of the assets
belonging to such Class at a redemption price established as provided below,
subject to the right of the Corporation to suspend the right of redemption of
shares or postpone the date of payment of such redemption price in accordance
with the provisions of applicable law. The Board of Directors shall establish
such rules and procedures as they deem appropriate for the redemption of shares,
provided that all redemptions shall be in accordance with the Investment Company
Act of 1940 and the Wisconsin Business Corporation Law. Without limiting the
foregoing, the Corporation shall, to the extent permitted by applicable law,
have the right at any time to redeem the shares of any Class and Series of
Common Stock owned by any holder thereof: (a) in connection with the termination
of any Class of the Corporation's Common Stock as provided hereunder; (b) if the
value of such shares in the account maintained by the Corporation or its
transfer agent for any Series is less than One Thousand Dollars ($1,000)
provided that the Corporation shall provide a shareholder with written notice at
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least sixty (60) days prior to effecting such a redemption of shares as a result
of not satisfying such requirement; (c) to reimburse the Corporation for any
loss it has sustained by reason of the failure of such shareholder to make full
payment for shares of the Corporation's Common Stock purchased by such
shareholder; (d) to collect any charge relating to a transaction effected for
the benefit of such shareholder which is applicable to shares of the
Corporation's Common Stock as provided in the prospectus relating to such
shares; or (e) if the net income with respect to any Class or Series of Common
Stock should be negative or it should otherwise be appropriate to carry out the
Corporation's responsibilities under the Investment Company Act of 1940, in each
case subject to such further terms and conditions as the Board of Directors may
from time to time establish. The redemption price of shares of any Class or
Series of the Corporation's Common Stock shall, except as otherwise provided in
this section, be the net asset value thereof as determined by the Board of
Directors from time to time in accordance with the provisions of applicable law
and these Articles of Incorporation, less such sales load, redemption fee or
other charge, if any, as may be fixed by the Board of Directors. When the net
income of any Class or Series of Common Stock with respect to which the Board of
Directors have, in their discretion, established a policy of maintaining a
constant net asset value per share is negative or whenever deemed appropriate by
the Board of Directors in order to carry out the Corporation's responsibilities
under the Investment Company Act of 1940, the Corporation may, without payment
of compensation but in consideration of the interests of the Corporation and the
holders of shares of such Class or Series in maintaining a constant net asset
value per share of such Class or Series, redeem pro rata from each holder of
record of such Class or Series on such day, such number of full and fractional
shares of such Class or Series as may be necessary to reduce the aggregate
number of outstanding shares in order to permit the net asset value thereof to
remain constant. Payment of the redemption price, if any, shall be made in cash
by the Corporation at such time and in such manner as may be determined from
time to time by the Board of Directors unless, in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make payment wholly
in cash unwise or undesirable; in such event the Corporation may make payment in
the assets belonging or allocable to the Class redemption of which is being
sought, the value of which shall be determined as provided herein. Any shares
of a Class of the Corporation's Common Stock that are redeemed by the
Corporation shall be deemed to be cancelled and returned to the status of
authorized but unissued shares of the particular Class and Series involved and,
unless otherwise determined by the Board of Directors of the Corporation, may be
reissued from time to time in the same manner and to the same extent as other
authorized, unissued shares of the same Class and Series.
(7) Termination of Classes. Without the vote of the shares of any
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Class or Series of the Corporation's Common Stock then outstanding (unless
otherwise required by applicable law), the Corporation may, if so determined by
the Board of Directors:
(a) Sell and convey the assets belonging to any Class of Common
Stock to another trust or corporation that is a management investment company
(as defined in the Investment Company Act of 1940) and is organized under the
laws of any jurisdiction within the United States for consideration which may
include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, belonging to such Class and which may
include securities issued by such trust or corporation. Following such sale and
conveyance, and after making provision for the payment of any liabilities
belonging to such Class of Common Stock that are not assumed by the purchaser of
the assets belonging to such Class, the corporation may, at its option, redeem
all outstanding shares of such Class at their net asset value as determined by
the Board of Directors in accordance with the provisions of applicable law and
these Articles of Incorporation, less such redemption fee, sales load or other
charge, if any, as may be fixed by the Board of Directors. Notwithstanding any
other provision of these Articles of Incorporation to the contrary, the
redemption price may be paid in cash or by distribution of the securities or
other consideration received by the Corporation for the assets belonging to such
Class of Common Stock upon such conditions as the Board of Directors deem, in
their sole discretion, to be appropriate and consistent with applicable law and
these Articles of Incorporation;
(b) Sell and convert the assets belonging to a Class of Common
Stock into money and, after making provision for the payment of all obligations,
taxes and other liabilities, accrued or contingent, belonging to such Class, the
Corporation may, at its option, (i) redeem all outstanding shares of such Class
at their net asset value as determined by the Board of Directors in accordance
with the provisions of applicable law and these Articles of Incorporation, less
such redemption fee, sales load or other charge, if any, as may be fixed by the
Board of Directors upon such conditions as the Board of Directors deem, in their
sole discretion, to be appropriate and consistent with applicable law and these
Articles of Incorporation; or combine the assets belonging to such Class
following such sale and conversion with the assets belonging to any one or more
other Classes of Common Stock of the Corporation pursuant to and in accordance
with Section (B)(7)(c) of this Article V; or
(c) Combine the assets belonging to a Class of Common Stock with
the assets belonging to any one or more other Classes of Common Stock of the
Corporation if the Board of Directors reasonably determines that such
combination will not have a material adverse effect on the shareholders of any
Class of Common Stock of the Corporation participating in such combination. In
connection with any such combination of assets, the shares of any Class of
Common Stock (and any Series therein) then outstanding may, if so determined by
the Board of Directors, be converted into shares of any other Class or Classes
of Common Stock of the Corporation (and any Series therein) with respect to
which conversion is permitted by applicable law, or may be redeemed, at the
option of the Corporation, at their net asset value as determined by the Board
of Directors in accordance with the provisions of applicable law and these
Articles of Incorporation, less such redemption fee, sales load or other charge,
or conversion cost, if any, as may be fixed by the Board of Directors upon such
conditions as the Board of Directors deem, in their sole discretion, to be
appropriate and consistent with applicable law and these Articles of
Incorporation. Notwithstanding any other provision of these Articles of
Incorporation to the contrary, any redemption price, or part thereof, paid
pursuant to this Section (B)(7)(c) may be paid in shares of one or more other
Class or Classes of Common Stock of the Corporation (and any one or more Series
thereof) participating in such combination.
(8) Conversion Rights. The Board of Directors shall have the
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authority to provide from time to time that the holders of shares of any Series
of any Class of the Corporation's Common Stock shall have the right to convert
or exchange said shares for or into shares of one or more other Series of the
same or another Class in accordance with such requirements and procedures as may
be established from time to time by the Board of Directors.
(9) No Preemptive Rights. No holder of shares of any Class or Series
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of the Corporation's Common Stock shall, as such holder, have any preemptive or
other right to purchase, subscribe for or otherwise acquire any shares of any
Class of Common Stock of the Corporation, or any Series thereof, or any
securities of the Corporation convertible into such shares or carrying a right
to subscribe to or acquire such shares (whether such shares or securities are
now or hereafter authorized or are acquired by the Corporation after the
issuance thereof), other than such right, if any, as the Board of Directors, in
their discretion, may determine.
