EXHIBIT A(5)
------------
COMSTOCK PARTNERS FUNDS, INC.
ARTICLES SUPPLEMENTARY
Comstock Partners Funds, Inc., a Maryland corporation having its
principal office in Maryland in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation presently authorizes 500,000,000
shares of capital stock, par value $.001 per share. The number of shares of
capital stock that the Corporation has authority to issue is hereby increased to
1,000,000,000 shares of capital stock, par value $.001 per share and the
additional shares are hereby classified as follows:
Class Number of Shares
----- ----------------
Comstock Partners Capital Value Fund Class A Common Stock 125,000,000
Comstock Partners Capital Value Fund Class B Common Stock 125,000,000
Comstock Partners Capital Value Fund Class C Common Stock 125,000,000
Comstock Partners Capital Value Fund Class R Common Stock 125,000,000
SECOND: The shares of Class A, Class B, Class C and Class R Common
Stock of the Comstock Partners Capital Value Fund (the "Fund") classified hereby
shall be subject to all of the provisions of the Corporation's Charter relating
to stock of the Corporation generally, and to the following preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption:
(1) All consideration received by the Corporation for the issuance or
sale of shares of the Fund's Class A, Class B, Class C and Class R Common Stock,
and of any other class of stock hereafter created with respect to the Fund,
together with all income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any funds
or payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to the 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, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
belonging to" the Fund. The classes of stock comprising the Fund shall have no
interest in assets belonging to any other fund of the Corporation as determined
by the Board of Directors in accordance with law.
(2) Dividends or distributions on shares of the classes of stock
comprising the Fund, whether payable in stock or cash, shall be paid only out of
earnings, surplus or other assets belonging to the Fund.
(3) In the event of the liquidation or dissolution of the Corporation,
stockholders of the classes of stock comprising the Fund shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to stockholders, the assets belonging to the Fund and their
proportionate interest in any general assets of the Corporation not belonging to
any fund thereof as determined by the Board of Directors in accordance with law.
The assets so distributable to the stockholders of the Fund shall be distributed
among such stockholders in proportion to the relative net asset values of the
classes of stock comprising the Fund and the number of shares of the particular
class of the Fund held by them and recorded on the books of the Corporation or
in such other manner as may be determined by the Board of Directors in
accordance with law.
(4) The assets belonging to the Fund shall be charged with the
liabilities of the Corporation in respect of the Fund and with the Fund's share
of the general liabilities of the Corporation, in the latter case in the
proportion that the respective net asset values of the classes of stock
comprising the Fund bear to the net
<PAGE>
asset values of the classes of stock of all funds of the Corporation in such
manner as may be determined by the Board of Directors in accordance with law.
The determination of the Board of Directors shall be conclusive as to the
allocation of assets and liabilities, including accrued expenses and reserves,
to a given fund and the classes therein.
(5) The Class A, Class B, Class C and Class R Common Stock shares of
the Fund classified hereby will be invested in a common investment portfolio
and, if hereafter authorized by the Board of Directors, with one or more other
classes of stock in the same common investment portfolio, and, as so invested,
shall be subject to the following additional preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption:
(a) The liabilities and expenses of the classes of stock
comprising the Fund shall be determined separately from those of each other,
and, accordingly, the net asset values, the dividends and distributions payable
to holders, and the amounts distributable in the event of liquidation of the
Corporation or termination of the Fund to holders of shares of the Fund may vary
within the classes of stock comprising the Fund. Except for these differences
and certain other differences set forth below in this Article SECOND of these
Articles Supplementary or elsewhere in the Charter of the Corporation, the
classes of stock comprising the Fund shall have the same preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption.
(b) The dividends and distributions of investment income and
capital gains with respect to the classes of stock comprising the Fund shall be
in such amounts as may be declared from time to time by the Board of Directors,
and such dividends and distributions may vary among the classes of stock
comprising the Fund to reflect differing allocations of the expenses and
liabilities of the Corporation and the Fund among the classes of stock and any
resultant differences among the net asset values per share of the classes of
stock comprising the Fund, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income, capital
gains, expenses and liabilities of the Corporation and the Fund among the
classes of stock comprising the Fund shall be determined by the Board of
Directors in accordance with law.
(c) The proceeds of the redemption of the shares of any class of
stock comprising the Fund may be reduced by the amount of any contingent
deferred sales charge, liquidation charge, or other charge (which charges may
vary within and among the classes of stock comprising the Fund) payable on such
redemption pursuant to the terms of issuance of such shares, all in accordance
with the Investment Company Act of 1940, as amended (the "1940 Act"), and
applicable rules and regulations of the National Association of Securities
Dealers, Inc. ("NASD").
(d) At such times (which may vary between and among the holders
of particular classes of stock comprising the Fund) as may be determined by the
Board of Directors (or with the authorization of the Board of Directors, by the
officers of the Corporation) in accordance with the 1940 Act, applicable rules
and regulations thereunder, and applicable rules and regulations of the NASD and
reflected in the pertinent registration statement of the Corporation, shares of
any particular class of stock of the Fund may be automatically converted into
shares of another class of stock of the Fund based on the relative net asset
values 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, by the officers of the Corporation)
and reflected in the pertinent registration statement of the Corporation as
aforesaid.
(6) On each matter submitted to a vote of the stockholders of the
Corporation or the Fund, each older of a share of Class A, Class B, Class C or
Class R Common Stock of the Fund, and of any other class of stock hereafter
created with respect to the Fund, shall be entitled to one vote for each such
share standing in the stockholder's name on the books of the Corporation
irrespective of class thereof. All holders of such shares shall vote as a single
class with the holders of the other shares of the Corporation; provided,
however, that if voting by class or fund is required by the 1940 Act or Maryland
law as to any such matter, those requirements shall apply, and provided further,
however, that, except as otherwise required by law, only the holders of shares
of the class or classes or fund affected shall be entitled to vote and such
holders shall the exclusive right to vote thereon. Without limiting the
foregoing, and subject to the requirements of law, (i) holders of shares of
Class A, Class B, Class C or Class R Common Stock of the Fund, and of any other
class hereafter created with respect to the Fund, shall have exclusive voting
rights with respect to matters that only
<PAGE>
affect the Fund and no voting rights with respect to any matter that does not
affect the Fund and (ii) the holders of each of the classes of stock comprising
the Fund shall have exclusive voting rights with respect to matters that only
affect such class and no voting rights with respect to any matter that does not
affect such class.
THIRD: Immediately prior to these Articles Supplementary becoming
effective, the Corporation had authority to issue 500,000,000 shares of Common
Stock, $.001 par value per share, with an aggregate par value of $500,000
classified as follows:
Class Number
----- ------
Comstock Partners Strategy Fund Class A Common Stock 150,000,000
Comstock Partners Strategy Fund Class C Common Stock 200,000,000
Comstock Partners Strategy Fund Class O Common Stock 150,000,000
Immediately upon these Articles Supplementary becoming effective, the
Corporation has authority to issue 1,000,000,000 shares of capital stock, $.001
par value per share, with an aggregate par value of $1,000,000 classified as
follows:
Class Number
----- ------
Comstock Partners Strategy Fund Class A Common Stock 150,000,000
Comstock Partners Strategy Fund Class C Common Stock 200,000,000
Comstock Partners Strategy Fund Class O Common Stock 150,000,000
Comstock Partners Capital Value Fund Class A Common Stock 125,000,000
Comstock Partners Capital Value Fund Class B Common Stock 125,000,000
Comstock Partners Capital Value Fund Class C Common Stock 125,000,000
Comstock Partners Capital Value Fund Class R Common Stock 125,000,000
FOURTH: The number of shares of capital stock that the Corporation has
authority to issue has been increased by the Board of Directors pursuant to
Section 2-105(c) of the Maryland General Corporation Law. The Corporation is
registered as an open-end investment company under the Investment Company Act of
1940, as amended. The additional shares have been duly classified as aforesaid
by the Board of Directors pursuant to authority and power contained in the
Charter of the Corporation.
IN WITNESS WHEREOF, Comstock Partners Funds, Inc. has caused these presents
to be signed in its name and on its behalf by its duly authorized officers who
acknowledge that these Articles Supplementary are the act of the Corporation,
that to the best of their knowledge, information and belief, all matters and
facts set forth herein relating to the authorization and approval of these
Articles are true in all material respects, and that this statement is made
under the penalties of perjury.
COMSTOCK PARTNERS FUNDS, INC.
ATTEST:
By: William T. Hottenstein By: Stanley D. Salvigsen
---------------------- --------------------
Name: /s/ William T. Hottenstein Name:/s/Stanley D. Salvigsen
Title: Secretary Title: Chairman
