LEXINGTON SMALL CAP ASIA GROWTH FUND INC
485BPOS, EX-99.A.2, 2000-07-26
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                              ARTICLES OF AMENDMENT

                     PILGRIM SMALLCAP ASIA GROWTH FUND, INC.


         Pilgrim  SmallCap  Asia  Growth  Fund,  Inc.,  a  Maryland  corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:

         FIRST:   The   Corporation   is   authorized   to  issue  one   billion
(1,000,000,000) shares of Common Stock, one tenth of one cent ($0.001) par value
per share,  with an  aggregate  par value of one million  dollars  ($1,000,000),
which  have  been  previously   designated  as  follows:  five  hundred  million
(500,000,000)  shares are designated  "Pilgrim SmallCap Asia Growth Fund" series
and five  hundred  million  (500,000,000)  shares are  unclassified.  All of the
shares of Common  Stock of each  series are  designated  as one class of shares.
These Articles of Amendment do not increase the total  authorized  capital stock
of the Corporation or the aggregate par value thereof.

         SECOND: The Board of Directors hereby  redesignates one hundred million
(100,000,000)  shares  (including  all issued  shares) of Pilgrim  SmallCap Asia
Growth  Fund Series  Common  Stock as Pilgrim  SmallCap  Asia Growth Fund Series
Class A Common Stock.

         THIRD: The Board of Directors  hereby  redesignates one hundred million
(100,000,000)  shares of the authorized but unissued shares of Pilgrim  SmallCap
Asia Growth Fund Series Common Stock as one hundred million (100,000,000) shares
of  authorized  but unissued  Pilgrim  SmallCap  Asia Growth Fund Series Class B
Common Stock.

         FOURTH:  The shares of Pilgrim SmallCap Asia Growth Fund Series Class A
Common Stock and Class B Common Stock of the Corporation classified hereby shall
have the preferences,  conversion and other rights, voting powers, restrictions,
limitations  as  to  dividends,  qualifications  and  terms  and  conditions  of
redemption  as  currently  set  forth in  Article  FIFTH of the  charter  of the
Corporation and those set forth as follows:

              (a) At such times as may be  determined  by the Board of Directors
(or with the  authorization  of the  Board of  Directors,  the  officers  of the
Corporation) in accordance with the Investment  Company Act of 1940, as amended,
and applicable  rules and regulations of the National  Association of Securities
Dealers,  Inc. and reflected in the  registration  statement of the Corporation,
current as of the time such shares are issued, shares of Class B Common Stock of
the Corporation may be  automatically  converted into shares of another class of
capital stock of the  Corporation  based on the relative net asset value 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,  the officers of the  Corporation) and
reflected in such current registration  statement relating to the Corporation as
aforesaid.

         FIFTH:  The Board of Directors of the  Corporation  has  classified and
designated the shares  described  above  pursuant to authority  contained in the
Corporation's charter.
<PAGE>
         SIXTH: The foregoing  amendments to the charter of the Corporation were
approved by a majority of the entire Board of Directors of the Corporation;  the
charter  amendments are limited to changes expressly  permitted by Section 2-605
of Title 2 of  Subtitle 6 of the  Maryland  General  Corporation  Law to be made
without action by the stockholders.

         The undersigned  Senior Vice President of the Corporation  acknowledges
these  Articles of  Amendment to be the  corporate  act of the  Corporation  and
states that to the best of his knowledge,  information  and belief,  the matters
and facts set forth in these Articles with respect to authorization and approval
are  true in all  material  respects  and  that  this  statement  is made  under
penalties of perjury.

         IN WITNESS WHEREOF,  Pilgrim SmallCap Asia Growth Fund, Inc. has caused
these Articles of Amendment to be signed and filed in its name and on its behalf
by its Senior Vice President, and witnessed by its Secretary on July 26th, 2000.


                                         PILGRIM SMALLCAP ASIA GROWTH FUND, INC.


                                         By: /s/ Michael J. Roland
                                             -----------------------------------
                                             By: Michael J. Roland
                                                 Senior Vice President


ATTEST:

/s/ James M. Hennessy
----------------------------
By: James M. Hennessy
    Secretary


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