COMSTOCK FUNDS INC
485BPOS, EX-99.(A)(4), 2000-08-28
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                                                                    EXHIBIT A(4)
                                                                    ------------

                      COMSTOCK PARTNERS STRATEGY FUND, INC.
                              ARTICLES OF AMENDMENT

          Comstock Partners Strategy Fund, 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 Articles of Amendment and Restatement of the Corporation
are amended by deleting ARTICLE II and inserting in lieu thereof the following:

                                   ARTICLE II

                                      NAME

          The name of the Corporation is Comstock Partners Funds, Inc.

          SECOND:  The Charter of the  Corporation,  as heretofore  amended,  is
further  amended by  redesignating  all of the issued and unissued shares of the
Corporation's  Class A Common Stock,  Class C Common Stock and Common Stock that
has not been further designated,  respectively, as Class A Common Stock, Class C
Common Stock and Class O Common Stock,  respectively,  of the Comstock  Partners
Strategy Fund series of the Corporation.  Subsequent to such redesignation,  the
Common Stock of the Corporation is classified as follows:

     Designation                                           Number of Shares
     -----------                                           ----------------

      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

          THIRD: The foregoing amendments to the Charter of the Corporation were
approved  by a  majority  of the entire  board of  directors  at a meeting  duly
convened and held on January 30, 1996.

          FOURTH: The foregoing amendments to the Charter of the Corporation are
limited to changes expressly permitted by Section 2-605 of Subtitle 6 of Title 2
of  the  Maryland  General   Corporation  Law  to  be  made  without  action  by
stockholders.

          FIFTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940, as amended.

          IN WITNESS WHEREOF,  Comstock  Partners Strategy Fund, 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 of Amendment  are the act of the
Corporation and 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 STRATEGY FUND, INC.

WITNESS: William T. Hottenstein               By: Stanley D. Salvigsen
         ---------------------------              --------------------
Name: /s/William T. Hottenstein               Name: /s/ Stanley D. Salvigsen
Title:  Secretary                                      Title: Chairman



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