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ATLAS ASSETS, INC.
ARTICLES SUPPLEMENTARY
Atlas Assets, Inc., a Maryland corporation, having its principal office
in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article FIFTH of the Charter of the Corporation, the Board
of Directors has duly classified 25,000,000 shares of the unissued shares of
capital stock of the Corporation into a series designated the Atlas S&P 500
Index Fund (the "Atlas Fund") and has provided for the issuance of the common
stock of such series.
SECOND: A description of the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the common stock of the Atlas Fund is as
follows:
1. ASSETS BELONGING TO THE ATLAS FUND. All consideration received by
the Corporation from the issue or sale of shares of the Atlas Fund, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the Atlas Fund for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Corporation. Such consideration, assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to the Atlas Fund as provided in the following sentence, are herein
referred to as "assets belonging to" the Atlas Fund. In the event that there are
any assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular class or
series (collectively "General Items"), such General Items shall be allocated by
or under the supervision of the Board of Directors to the Atlas Fund in such
manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable; and any General Items so allocated to the Atlas Fund
shall be deemed to belong to the Atlas Fund or that series. Each such allocation
by the Board of Directors shall be conclusive and binding for all purposes.
2. LIABILITIES BELONGING TO THE ATLAS FUND. The assets belonging to
the Atlas Fund shall be charged with the liabilities of the Corporation in
respect of that series and all expenses, costs, charges and reserves
attributable to that series, and any general liabilities, expenses, costs,
charges or reserves of the Corporation which are not readily identifiable as
belonging to any particular class or series shall be allocated and charged by or
under the supervision of the Board of Directors of the Atlas Fund in such manner
and on such basis as the
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Board of Directors, in its sole discretion, deems fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
the Atlas Fund are herein referred to as "liabilities belonging to" that series.
Each allocation of liabilities, expenses, costs, charges and reserves by the
Board of Directors shall be conclusive and binding for all purposes.
3. INCOME BELONGING TO THE ATLAS FUND. The Board of Directors shall
have full discretion, to the extent not inconsistent with the Maryland General
Corporation Law and the Investment Company Act of 1940 (the "1940 Act"), to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding.
Income belonging to the Atlas Fund includes all income, earnings and
profits derived from assets belonging to the Atlas Fund less any expenses,
costs, charges or reserves belonging to Atlas Fund for the relevant time period,
all determined in accordance with generally accepted accounting principles.
4. DIVIDENDS. Dividends and distributions on shares of the Atlas
Fund may be paid with such frequency, in such form and in such amount as the
Board of Directors may from time to time determine. Dividends may be paid daily
or otherwise pursuant to a standing resolution or resolutions adopted only once
or with such frequency as the Board of Directors may determine, after providing
for actual and accrued liabilities belonging to the Atlas Fund.
All dividends on shares of the Atlas Fund shall be paid only out of the
income allocable to that series and capital gains distributions on shares of
that series shall be paid only out of the capital gains allocable to a class of
the Atlas Fund. All dividends and distributions on shares of the Atlas Fund
shall be distributed pro rata to the holders of that series in proportion to the
number of shares of that series held by such holders at the date and time of
record established for the payment of such dividends or distributions, except
that in connection with any dividend or distribution program or procedure, the
Board of Directors may determine that no dividend or distribution shall be
payable on shares as to which the Shareholder's purchase order and/or payment
have not been received by the time or times established by the Board of
Directors under such program or procedure.
The Corporation intends to qualify the Atlas Fund as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended, or any
successor or comparable statute thereto, and regulations promulgated thereunder.
Inasmuch as the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books of the Corporation,
the Board of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends, including dividends designated in
whole or part as capital gains distributions, amounts sufficient, in the opinion
of the Board of Directors, to enable the Atlas Fund to qualify as a regulated
investment company and to avoid liability of the Atlas Fund for federal income
tax in respect of that year. However, nothing in the foregoing shall limit the
authority of the Board of Directors to make distributions greater than or less
than the amount necessary to qualify as a regulated investment company and to
avoid liability of the Atlas Fund for such tax.
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Dividends and distributions may be made in cash, property or additional
shares of the Atlas Fund or another class or series, or a combination thereof,
as determined by the Board of Directors or pursuant to any program that the
Board of Directors may have in effect at the time for the election by each
shareholder of the mode of the making of such dividend or distribution to that
shareholder. Any such dividend or distribution paid in shares will be paid at
the net asset value thereof as defined in subsection (9) below.
5. LIQUIDATION. In the event of the liquidation or dissolution of
the Corporation, the shareholders of the Atlas Fund shall be entitled to
receive, as a series and in preference to any other series, when and as declared
by the Board of Directors, the excess of the assets belonging to the Atlas Fund
over the liabilities belonging to that series and such shareholders shall not be
entitled thereby to any distribution upon liquidation of any other class or
series. The assets so distributable to the shareholders of the Atlas Fund shall
be distributed among such shareholders in proportion to the number of shares of
that series held by them and recorded on the books of the Corporation. The
liquidation of the Atlas Fund may, to the extent permitted by applicable law, be
approved by vote of a majority of the Board of Directors then in office without
the need of any shareholder approval. The liquidation or dissolution of the
Atlas Fund may be accomplished, in whole or in part, by the transfer of assets
of such series to another class or series or by the exchange of shares of such
series for the shares of another class or series.
6. VOTING. On each matter submitted to a vote of the shareholders of
the Corporation, each holder of a share of the Atlas Fund shall be entitled to
one vote for each share of the Atlas Fund outstanding in the holder's name on
the books of the Corporation, and all shares of all classes or series shall vote
as a single class or series ("Single Class Voting"); provided, however, that (a)
as to any matter with respect to which a separate vote of the Atlas Fund is
required by the 1940 Act or by the Maryland General Corporation Law, such
requirement as to a separate vote by that series shall apply in lieu of Single
Class Voting as described above; (b) in the event that the separate vote
requirements referred to in (a) above apply with respect to one or more classes
or series, then, subject to (c) below, the shares of all other classes or series
shall vote as a single class or series; and (c) as to any matter which does not
affect the interest of the Atlas Fund the holders of shares of the Atlas Fund
shall not be entitled to vote. As to any matter with respect to which a separate
vote of the Atlas Fund is required pursuant to proviso (a) above,
notwithstanding any provision of law requiring any action on that matter to be
taken or authorized by the holders of a greater proportion than a majority of
the Atlas Fund entitled to vote thereon, such action shall be valid and
effective if taken or authorized by the affirmative vote of the holders of a
majority of shares of the Atlas Fund outstanding and entitled to vote thereon.
7. REDEMPTION BY SHAREHOLDER. Each holder of shares of the Atlas
Fund shall have the right at such times as may be permitted by the Corporation
to require the Corporation to redeem all or any part of his shares of the Atlas
Fund, and all shares of the Atlas Fund shall be subject to redemption by the
Corporation, at a redemption price per share equal to the net asset value per
share of the Atlas Fund next determined (in accordance with subsection (9))
after the Shares are properly tendered for redemption, less such redemption
charge as is determined by the Board of Directors. Payment of the redemption
price shall be in cash;
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provided, however, that if the Board of Directors determines, which
determination shall be conclusive, that conditions exist which make payment
wholly in cash unwise or undesirable, the Corporation may make payment wholly or
partly in securities or other assets belonging to the Atlas Fund at the value
of such securities or assets used in such determination of net asset value.
Notwithstanding the foregoing, the Corporation may postpone payment of
the redemption price and may suspend the right of the holders of shares of the
Atlas Fund to require the Corporation to redeem shares of that series during any
period or at any time when and to the extent permissible under the 1940 Act.
8. REDEMPTION BY CORPORATION. The Board of Directors may cause the
Corporation to redeem at net asset value the shares of the Atlas Fund from a
holder who has, for a period of more than six months, had shares of that series
having an aggregate net asset value (determined in accordance with subsection
(9)) equal to 50% less than the then current minimum initial investment in the
series or less in his account, provided that at least sixty (60) days' prior
written notice of the proposed redemption has been given to such holder by
postage paid mail to his last known address. Upon redemption of such shares
pursuant to this subsection, the Corporation shall promptly cause payment of the
full redemption price to be made to the holder of such shares so redeemed.
9. NET ASSET VALUE PER SHARE. The net asset value per share of the
Atlas Fund shall be the quotient obtained by dividing the value of the net
assets of that series (being the value of the assets belonging to that series
less the liabilities belonging to that series) by the total number of shares of
the Atlas Fund outstanding, all determined by the Board of Directors in
accordance with generally accepted accounting principles and not inconsistent
with the 1940 Act.
The Board of Directors may determine to maintain the net asset value
per share of the Atlas Fund at a designated constant dollar amount and in
connection therewith may adopt procedures not inconsistent with the 1940 Act for
the continuing declarations of income attributable to that series as dividends
payable in additional shares of the Atlas Fund at the designated constant dollar
amount and for the handling of any losses attributable to that series. Such
procedures may provide that in the event of any loss, each shareholder shall be
deemed to have contributed to the capital of the Corporation attributable to the
Atlas Fund his pro rata portion of the total number of shares required to be
cancelled in order to permit the net asset value per share of the Atlas Fund to
be maintained, after reflecting such loss, at the designated constant dollar
amount. Each shareholder of the Atlas Fund shall be deemed to have agreed, by
his investment in such series, to make the contribution referred to in the
preceding sentence in the event of any such loss.
10. EQUALITY. All shares of the Atlas Fund shall represent an equal
proportionate interest in the assets belonging to the Atlas Fund (subject to the
liabilities belonging to that series), and each share of a class of the Atlas
Fund shall be equal to each other share of that class. The Board of Directors
may from time to time divide or combine the shares of a class of the Atlas Fund
into a greater or lesser number of shares of that class without thereby changing
the proportionate beneficial interest in the assets belonging to a class of the
Atlas Fund or in any way affecting the rights of shares of the Atlas Fund.
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11. CONVERSION OR EXCHANGE RIGHTS. Subject to compliance with the
requirements of the 1940 Act, the Board of Directors shall have the authority to
provide that holders of shares of the Atlas Fund shall have the right to convert
or exchange said shares into shares of one or more other classes or series of
shares in accordance with such requirements and procedures as may be established
by the Board of Directors.
12. FRACTIONAL SHARES. The Corporation may issue and sell fractions
of shares of the Atlas Fund having pro rata all the rights of full shares of the
Atlas Fund, including, without limitation, the right to vote and to receive
dividends, and wherever the words "share" or "shares" are used in the Charter or
in the By-Laws, they shall be deemed to include fractions of shares of the Atlas
Fund, where the context does not clearly indicate that only full shares are
intended.
13. STOCK CERTIFICATES. The Corporation shall not be obligated to
issue certificates representing shares of the Atlas Fund unless it shall receive
a written request therefore from the record holder thereof in accordance with
procedures established in the By-Laws or by the Board of Directors.
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IN WITNESS WHEREOF, Atlas Assets, Inc., has caused these presents to be
signed in its name and on its behalf by its Group Senior Vice President and
witnessed by its Vice President and Chief Legal Counsel on July 17, 2000.
WITNESS: ATLAS ASSETS, INC.
/s/ Steven J. Gray /s/ Larry E. LaCasse
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Steven J. Gray Larry E. LaCasse
Vice President and Group Senior Vice President
Chief Legal Counsel and Chief Operating Officer
THE UNDERSIGNED, Group Senior Vice President of Atlas Assets, Inc., who
executed on behalf of the Corporation's Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Larry E. LaCasses
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Larry E. LaCasse
Group Senior Vice President
and Chief Operating Officer
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