1
Exhibit (a)(ii)
ARTICLES OF MERGER
OF
ALPHA FUND, INC.
(A Georgia Corporation)
WITH AND INTO
THE ENTERPRISE GROUP OF FUNDS, INC.
(A Maryland Corporation)
1.
The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated herein by reference (the "Agreement and Plan of Merger") was duly
approved and adopted on July 22, 1987, by the Board of Directors and on
September 14, 1987 by the shareholders of Alpha Fund, Inc. and on September 14,
1987 by the Board of Directors and the sole shareholder of The Enterprise Group
of Funds, Inc. The terms and conditions of the merger were advised, authorized
and approved by each of such corporations in the manner and by the vote required
by its charter, by-laws and by the laws of its state of incorporation.
2.
The surviving corporation of the merger will be The Enterprise Group of
Funds, Inc.
3.
The Enterprise Group of Funds, Inc. was incorporated under the
laws of the State of Maryland on July 30, 1987. The address of the principal
place of business of The Enterprise Group of Funds, Inc. in Maryland is c/o The
Corporation Trust Incorporated, 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxx,
Xxxxxxxx 00000. On the date of submission of the Agreement and Plan of Merger to
the sole shareholder of The Enterprise Group of Funds, Inc., there were 5,000
shares of common stock, $0.10 par value, of said corporation outstanding and
entitled to vote, and the Agreement and Plan of Merger was approved by the
unanimous written consent of the holders of all such 5,000 shares.
4.
Alpha Fund, Inc. was incorporated under the laws of the State of
Georgia on April 17, 1986. The address of its principal place of business is 000
Xxxxxxxx Xxxxxx,
0
Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000. On the date of submission of the Agreement
and Plan of Merger to the shareholders of Alpha Fund, Inc., there were
3,729,520.146 shares of common stock, 33-1/3 cents par value, of said
corporation outstanding and entitled to vote, and the Agreement and Plan of
Merger was approved by the vote of the holders of 2,510,194.127 shares, the
affirmative vote of the holders of 2,486,346.764 shares being required to adopt
the Agreement and Plan of Merger.
5.
The merger contemplated by the Agreement and Plan of Merger shall
become effective as of the close of business on the latest of the dates on which
these Articles of Merger have been delivered to the Maryland State Department of
Assessments and Taxation (the "Department") and to the Georgia Secretary of
State (the "Secretary of State") and each of the Department and the Secretary of
State shall have accepted the Articles of Merger for record.
IN WITNESS WHEREOF, the undersigned have caused these Articles of
Merger to be executed by their duly authorized representatives, in several
counterparts, and their corporate seals affixed hereto this 14th day of
September, 1987.
ALPHA FUND, INC.
By: /s/ E. XXXXX XXXXXX
-----------------------------------------
E. Xxxxx Xxxxxx, Chairman
and President
Attest: /s/ XXXXXXX X. XXXX
-------------------------------------
Xxxxxxx X. Xxxx, Secretary
(CORPORATE SEAL)
THE ENTERPRISE GROUP OF FUNDS, INC.
By: /s/ E. XXXXX XXXXXX
-----------------------------------------
E. Xxxxx Xxxxxx, Chairman
and President
Attest: /s/ XXXXXXX X. XXXX
-------------------------------------
Xxxxxxx X. Xxxx, Secretary
(CORPORATE SEAL)
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STATE OF GEORGIA
COUNTY OF XXXXXX
Before me, a Notary Public in and for said County and State aforesaid
personally appeared E. Xxxxx Xxxxxx, who acknowledged himself to be the
President of Alpha Fund, Inc. (the "Corporation") and that he, as such officer
being authorized so to do, executed the foregoing Articles of Merger on behalf
of the Corporation for the purposes therein contained by signing the name of the
Corporation by himself as such officer, and certified and verified, under
penalties for perjury, that, to the best of his knowledge, information and
belief, all matters and facts stated in the foregoing Articles of Merger are
true and correct in all material respects.
WITNESS my hand and official seal in the County and State aforesaid
this day of September, 1987.
My commission expires: /s/ XXXX XXXXXX
------------------------------------
Signature
My county of residence: /s/ XXXX XXXXXX
/s/ Gwinnett ------------------------------------
Printed
NOTARY PUBLIC
STATE OF GEORGIA
COUNTY OF XXXXXX
Before me, a Notary Public in and for said County and State aforesaid
personally appeared E. Xxxxx Xxxxxx, who acknowledged himself to be the
President of The Enterprise Group of Funds, Inc. (the "Corporation") and that
he, as such officer being authorized so to do, executed the foregoing Articles
of Merger on behalf of the Corporation for the purposes therein contained by
signing the name of the Corporation by himself as such officer, and certified
and verified, under penalties for perjury, that, to the best of his knowledge,
information and belief, all matters and facts stated in the foregoing Articles
of Merger are true and correct in all material respects.
WITNESS my hand and official seal in the County and State aforesaid
this day of September, 1987.
My commission expires: /s/ XXXX XXXXXX
------------------------------------
Signature
My county of residence: /s/ XXXX XXXXXX
/s/ Gwinnett ------------------------------------
Printed
NOTARY PUBLIC
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AGREEMENT AND PLAN OF MERGER
This is an AGREEMENT AND PLAN OF MERGER, dated September ____, 1987, by
and between ALPHA FUND, INC., a Georgia corporation ("Alpha") and THE ENTERPRISE
GROUP OF FUNDS, INC., a Maryland corporation ("Enterprise").
1. Corporations Proposing to Merge and Surviving Corporation.
The corporations proposing to merge are Alpha and Enterprise.
Upon the Effective Date of the Merger, as hereinafter defined, Alpha shall be
merged into Enterprise, which shall be the surviving corporation (the "Surviving
Corporation") after the merger (the "Merger") and shall continue to exist as a
corporation created and governed by the laws of the State of Maryland.
2. Terms and Conditions of the Merger.
Alpha and Enterprise shall perform and comply in all material
respects with any and all terms and conditions set forth herein.
3. Effective Date of the Merger.
The Merger shall be effective as of the close of business on
the date on which the Articles of Merger of Alpha with and into Enterprise shall
have been duly delivered to the Maryland State Department of Assessments and
Taxation and the Georgia Secretary of State (the "Departments") in accordance
with the laws of the States of Maryland and Georgia and the Departments each
shall have accepted the Articles of Merger for record (the date and time of the
later of such events being hereinafter referred to as the "Effective Date of the
Merger"). For tax and accounting purposes, the merger shall be deemed to be
effective as of the close of business on the business day next prior to the
Effective Date.
4. Effect of the Merger
At the Effective Date of the Merger, Alpha and Enterprise
shall be a single corporation, which shall be Enterprise, and the separate
existence of Alpha shall cease. The Surviving Corporation shall have all the
rights, privileges, immunities and powers of Alpha and of a corporation
organized under the Maryland General Corporation Law and shall be subject to all
the duties and liabilities of a corporation organized under the Maryland General
Corporation Law. The Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities and franchises, of a public as
well as of a private nature, of each of Alpha and Enterprise; all property,
real, personal and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and each and every
other interest of or belonging to or due to each of Alpha and Enterprise shall
be taken and deemed to be transferred to and vested in the Surviving Corporation
without further act or deed; and the title to any real estate, or any interest
therein, vested in Alpha or Enterprise shall not revert or be in any way
impaired by reason of the Merger. The Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of Alpha and
Enterprise, and any claim existing or action or proceeding pending by or against
Alpha or Enterprise may be prosecuted as if the Merger had not taken place, or
the Surviving Corporation may be
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substituted in its place. Neither the rights of creditors nor any liens upon the
property of Alpha or Enterprise shall be impaired by the Merger.
5. Manner and Basis of Converting Shares of Alpha into Shares of
Enterprise.
(a) At the Effective Date of the Merger, the sole shareholder
of Enterprise shall receive $0.10 for each of his shares of Enterprise and shall
surrender to Enterprise all certificates representing such shares, which shares
shall be cancelled and retired.
(b) At the Effective Date of the Merger, each outstanding
share (or fraction thereof) of the 33-1/3 cent par value Common Stock of Alpha
("Alpha Common Stock") shall thereupon automatically become and convert into one
newly-issued share (or the same fraction thereof) of the $0.10 par value voting
Growth Portfolio Common Stock of Enterprise ("Growth Portfolio Common Stock").
Any shares of Alpha Common Stock held as treasury stock by Alpha shall be
cancelled and retired and no consideration shall be issued or given in exchange
therefor.
(c) With respect to those shareholders of Alpha whose shares
are held on deposit by Alpha's transfer agent and who have not been issued
certificates representing their shares of Alpha Common Stock, appropriate book
entries will be made to evidence the conversion of each share of Alpha Common
Stock into one share of Growth Portfolio Common Stock, or the appropriate
fraction thereof.
(d) With respect to those shareholders of Alpha who have been
issued certificates representing shares of Alpha Common Stock, such certificates
shall automatically be deemed to represent an equal number of shares of Growth
Portfolio Common Stock without the necessity of being exchanged for new
certificates.
6. Articles of Incorporation.
Until altered, amended or repealed in accordance with the
Maryland General Corporation Law, the Articles of Incorporation of Enterprise as
in effect at the Effective Date of the Merger shall continue to be the Articles
of Incorporation of the Surviving Corporation.
7. Bylaws.
Until altered, amended or repealed as provided therein, the
bylaws of Enterprise as in effect at the Effective Date of the Merger shall
continue to be the bylaws of the Surviving Corporation.
8. Directors
The directors of the Surviving Corporation shall be the
directors of Alpha immediately prior to the Effective Date of the Merger.
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9. Officers.
The officers of the Surviving Corporation shall be the
officers of Alpha immediately prior to the Effective Date of the Merger.
10. Amendments.
This Agreement and Plan of Merger may be supplemented or
amended in any manner at any time and from time to time prior to the Effective
Date of the Merger by an agreement in writing signed by and on behalf of Alpha
and Enterprise, without any further action by the shareholders of Alpha or
Enterprise.
11. Termination.
This Agreement and Plan of Merger may be terminated or
abandoned at any time prior to the Effective Date of the Merger by an agreement
in writing signed by and on behalf of Alpha and Enterprise, without any further
action by the shareholders of Alpha or Enterprise.
12. Further Assurances.
If at any time the Surviving Corporation shall consider or be
advised that any further assignments or assurances or any other actions or
things are necessary or desirable to vest in the Surviving Corporation,
according to the terms hereof, the title of any property or rights of Alpha, the
last acting officers and directors of Alpha, or the corresponding officers and
directors of the Surviving Corporation, as appropriate, shall and will execute
and make all such proper assignments and assurances and do all such actions and
things necessary or proper to vest title in such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this Agreement
and Plan of Merger.
13. Governing Law.
This Agreement and Plan of Merger and the legal relations
between the parties shall be governed by and construed in accordance with the
laws of the State of Maryland, and, to the extent applicable, the laws of the
State of Georgia.
-14-
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IN WITNESS WHEREOF, each of the parties has caused this Agreement and
Plan of Merger, pursuant to authority duly given by its respective Board of
Directors, and by its shareholders, to be duly executed on its behalf and in its
corporate name by its duly authorized officers and its corporate seal affixed
hereto, as of the date first above written.
ALPHA FUND, INC.
By: /s/ E. XXXXX XXXXXX
-----------------------------------------
E. Xxxxx Xxxxxx, Chairman of
the Board and President
Attest: /s/ XXXXXXX X. XXXX
-------------------------------------
Xxxxxxx X. Xxxx, Secretary
(CORPORATE SEAL)
THE ENTERPRISE GROUP OF FUNDS, INC.
By: /s/ E. XXXXX XXXXXX
-----------------------------------------
E. Xxxxx Xxxxxx, Chairman of
the Board and President
Attest: /s/ XXXXXXX X. XXXX
-------------------------------------
Xxxxxxx X. Xxxx, Secretary
(CORPORATE SEAL)
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STATE OF GEORGIA
COUNTY OF XXXXXX
Before me, a Notary Public in and for said County and State aforesaid
personally appeared E. Xxxxx Xxxxxx, who acknowledged himself to be the Chairman
of the Board and President of Alpha Fund, Inc. (the "Corporation") and that he,
as such officer being authorized so to do, executed the foregoing Agreement and
Plan of Merger on behalf of the Corporation for the purposes therein contained
by signing the name of the Corporation by himself as such officer, and certified
and verified, under penalties for perjury, that, to the best of his knowledge,
information and belief, all matters and facts stated in the foregoing Agreement
and Plan of Merger are true and correct in all material respects.
WITNESS my hand and official seal in the County and State aforesaid
this 14th day of September, 1987.
My commission expires: /s/ XXXX XXXXXX
------------------------------------
Signature
My county of residence: /s/ XXXX XXXXXX
/s/ Gwinnett ------------------------------------
Printed
NOTARY PUBLIC
STATE OF GEORGIA
COUNTY OF XXXXXX
Before me, a Notary Public in and for said County and State aforesaid
personally appeared E. Xxxxx Xxxxxx, who acknowledged himself to be the Chairman
of Board and President of The Enterprise Group of Funds, Inc. (the
"Corporation") and that he, as such officer being authorized so to do, executed
the foregoing Agreement and Plan of Merger on behalf of the Corporation for the
purposes therein contained by signing the name of the Corporation by himself as
such officer, and certified and verified, under penalties for perjury, that, to
the best of his knowledge, information and belief, all matters and facts stated
in the foregoing Agreement and Plan of Merger are true and correct in all
material respects.
WITNESS my hand and official seal in the County and State aforesaid
this 14th day of September, 1987.
My commission expires: /s/ XXXX XXXXXX
------------------------------------
Signature
My county of residence: /s/ XXXX XXXXXX
/s/ Gwinnett ------------------------------------
Printed
NOTARY PUBLIC
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ARTICLES SUPPLEMENTARY
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
I.
The name of the corporation, which was organized under Maryland General
Corporation Laws, is THE ENTERPRISE GROUP OF FUNDS, INC.
II.
The corporation is registered as an open-end company under the
Investment Company Act of 1904.
III.
The total number of shares of capital stock that the Corporation has authority
to issue has been increased from 300,000,000 shares of common stock, $.10 par
value, with an aggregate par value of $30,000,000 to 800,000,000 shares of
common stock, $.10 par value, with an aggregate par value of $80,000,000 by the
Board of Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
IN WITNESS WHEREOF, the undersigned President of The Enterprise Group
of Funds, Inc. hereby executes the foregoing Articles Supplementary and
acknowledges the same to be the act of The Enterprise Group of Funds, Inc. and
further acknowledges that, to the best of his knowledge, the matters and facts
set forth therein are true in all material respects under the penalties of
perjury.
Dated the 23 day of May, 1990.
The Enterprise Group of Funds, Inc.
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Xxxxx X. Xxxxxxxx, President
Attest:
/s/ XXXXX X. XXXXXX
----------------------------------
Xxxxx Xxxxxx, Secretary
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ARTICLES OF AMENDMENT
THE ENTERPRISE GROUP OF FUNDS, INC.
The Enterprise Group of Funds, Inc., a Maryland Corporation, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
The charter of the corporation is hereby amended as follows:
ARTICLE V
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall
have authority to issue is Eight Hundred Million (800,000,000) shares of Common
Stock of the par value of Ten Cents ($0.10) per share and of the aggregate par
value of $80,000,000. The Board of Directors is authorized to and shall issue
the Common Stock in one or more classes or series, each of which series shall be
called a "Portfolio." Each Class and Portfolio shall have such distinctive
designations as may be stated in the resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors. In such resolution or
resolutions providing for the issuance of shares of each Class or Portfolio, the
Board of Directors is hereby expressly authorized and empowered to fix the
number of shares constituting such Class or Portfolio.
1) The Board of Directors may classify and reclassify any unissued
shares of capital stock into one or more additional or other classes or series
as may be established from time-to-time by setting or changing in any one or
more respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock and pursuant to such
classification or reclassification to increase or decrease the number of
authorized shares of any existing class of series.
2) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of
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capital stock, the holders of each class or series of capital stock shall be
entitled to dividends and distributions in such amounts and at such time as may
be determined by the Board of Directors, and the dividends and distributions
paid with respect to the various classes or series of capital stock may vary
among such classes and series. Expenses related to the distribution of, and
other identified expenses that should properly be allocated to, the shares of a
particular class or series of capital stock may be charged to and borne solely
by a class or series of capital stock may be appropriately reflected (in a
manner determined by the Board of Directors) and cause differences in the net
asset value attributable to, and the dividend, redemption and liquidation rights
of, the shares of each class or series of capital stock.
(3) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class of capital
stock, on each matter submitted to a vote of stockholders, each holder of a
share of capital stock of the Corporation shall be entitled to one vote for each
share standing in such holder's name on the books of the Corporation,
irrespective of the class or series thereof, and all shares of all classes and
series shall vote together as a single class; provided, however, that (a) as to
any matter with respect to which a separate vote of any class or series is
required by the Investment Company Act of 1940, as amended, and in effect from
time-to-time, or any rules, regulations or orders issued thereunder, or by the
Maryland General Corporation Law, such requirement as to a separate vote by that
class or series shall apply in lieu of a general vote of all classes or series
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 paragraph (c) below, the shares of all other classes and series
not entitled to a separate class vote shall vote as a single class, and (c) as
to any matter which does not affect the interest of a particular class or
series, such class or series shall not be entitled to any vote and only the
holders of shares of one or more affected classes and series shall be entitled
to vote.
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(4) Notwithstanding any provisions of the Maryland General Corporation
Law regarding a greater proportion than a majority of the votes of all classes
or series of capital stock of the Corporation (or of any class or series
entitled to vote thereon as a separate class or series) to take or authorize any
action, the Corporation is hereby authorized (subject to the requirements of the
Investment Company Act of 1940, as amended, and in effect from time-to-time, and
any rules, regulations and orders issued thereunder) to take such action upon
the concurrence of a majority of the aggregate number of shares of a class or
series entitled to vote thereon as a separate class or series).
(5) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of all classes
and series of capital stock of the Corporation shall be entitled, after payment
or provision for payment of the debts and other liabilities of the Corporation,
to share ratably in the remaining net assets of the Corporation; provided,
however, that in the event the capital stock of the Corporation shall be
classified or reclassified into series, holders of any shares of capital stock
within such series shall be entitled to share ratably out of the assets
belonging to such series.
This amendment to the charter has been approved by the Directors and
the Shareholders.
We the undersigned President and Secretary swear under penalties of
perjury that the foregoing is a corporate act.
/s/ XXXXXXXXX X. XXXXXXXXX /s/ XXXXXX XXXXXX
---------------------------------- ------------------------------------
Xxxxxxxxx X. XxXxxxxxx, Secretary Xxxxxx Xxxxxx, President
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State of Maryland XXXXXX X. XXXXXXXXXX
DEPARTMENT OF Governor
ASSESSMENTS AND TAXATION XXXXXX X. XXXXXXXX
Director
Charter Division XXXX X. XXXXXXXX
Administrator
--------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
(See instructions on previous page)
---------------------------------------------------
(1)
(2) The Enterprise Group of Funds, Inc., a Maryland corporation hereby
certified to the State Department of Assessments and Taxation of
Maryland that:
(3) The charter of the corporation is hereby amended as follows: The total
number of shares of capital stock that the Corporation has authority to
issue has been increased from 800,000,000 shares of common stock, $.10
par value, with an aggregate par value of $80,000,000 to 1,700,000,000
shares of common stock, $.10 par value, with an aggregate par value of
$170,000,000 to be designated by the Board of Directors for Class A,
Class B, Class C and Class Y shares of the Growth, Growth & Income,
Equity, Equity Income, Capital Appreciation, Small Company Income,
Small Company Growth, International Growth, Managed, Government
Securities, Tax-Exempt, High-Yield Bond and Money Market Portfolios.
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This amendment of the charter of the corporation has been approved by
The Board of Directors in accordance with Section 2-105(c) of the Maryland
General Corporation Law,
We the undersigned President and Secretary swear under penalties of perjury that
the foregoing is a corporate act.
/s/ XXXXXXXXX X. XXXXXXXXX /s/ XXXXXX XXXXXX
---------------------------------- ------------------------------------
SECRETARY PRESIDENT
MAIL TO: STATE DEPARTMENT OF ASSESSMENTS & TAXATION
000 XXXX XXXXXXX XXXXXX, XXXX 000
XXXXXXXXX, XX 2101
PHONE: 000-000-0000
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ARTICLES OF TRANSFER
Retirement System Fund, Inc., a Maryland corporation, on behalf of its
portfolios, Intermediate Term Fixed Income Fund, Money Market Fund, Emerging
Growth Equity Fund, and Core Equity Fund (the "Transferor"), and The Enterprise
Group of Funds, Inc. on behalf of its portfolios, Enterprise Government
Securities Portfolio, Enterprise Money Market Portfolio, Enterprise Small
Company Growth Portfolio, and Enterprise Growth and Income Portfolio (the
"Transferee"), hereby certify to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Transferor agrees to sell and transfer all or substantially
all of its net assets to the Transferee. The terms and conditions of the sale
and the manner of carrying the same into effect are more particularly set forth
in these Articles of Transfer (the "Articles"). The sale and transfer are to the
effective at 10:00 a.m., on July 17, 1997.
SECOND: The parties to these Articles are Retirement System Fund Inc.,
a corporation organized and existing under the laws of the State of Maryland,
and The Enterprise Group of Funds, Inc., a corporation organized and existing
under the laws of the State of Maryland.
THIRD: The Transferee was incorporated under the laws of the State of
Maryland on January 2, 1968.
FOURTH: The address and principal place of business of the Transferee
are as follows: Atlanta Financial Center 0000 Xxxxxxxxx Xxxx, X.X. Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000.
FIFTH: The principal office of the Transferor in the State of Maryland
is located in Baltimore City, Maryland, and the principal place of business of
the Transferor is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000.
SIXTH: The name and address of the Transferee's resident agent in the
State of Maryland are as follows: Corporation Trust Incorporated, 00 Xxxxx Xx.,
Xxxxxxxxx, XX 00000.
SEVENTH: The Transferee will acquire all of the net assets of the
Transferor, in exchange for the Class Y Shares of the Intermediate Term Fixed
Income Fund, Money Market Fund, Emerging Growth Equity Fund, and Core Equity
Fund, to be distributed pro rata by the Transferor to the holders of its shares,
and the Transferee will assume the Transferor's liabilities, if any, in
accordance with the terms and conditions set forth in an Agreement and Plan of
Reorganization between the parties dated July 17, 1997 (the "Agreement")>
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EIGHTH: The sale and transfer of assets reflected in these Articles
were duly advised by the Board of Directors of the Transferor at a meeting held
December 19, 1996, at which meeting the Board duly adopted a resolution
declaring such transfer and sale advisable substantially upon the terms and
conditions set forth in these Articles and directing that such sale and transfer
be submitted for action thereon by the shareholders of the Transferor. The sale
and transfer reflected by these Articles were duly approved by the holders of a
majority of the outstanding shares of the Transferor entitled to vote at a
meeting held on July 15, 1997.
NINTH: The purchase and transfer of assets reflected in these Articles
were duly approved by the Board of Directors of the Transferee at a meeting held
on February 20, 1997, at which meeting the Board duly adopted a resolution
approving the said purchase and transfer substantially upon the terms and
conditions set forth in these Articles.
TENTH: The terms and conditions of the transactions set forth in the
Articles were advised, authorized and approved by each of the parties to these
Articles in the manner and by the vote required by their respective
organizational documents and by the laws of their respective States of
incorporation or organization.
IN WITNESS WHEREOF, the corporation party to these Articles has caused
these Articles to be signed in its corporate name and on its behalf by its
respective President or Vice President and its corporate seals to be hereunto
affixed and attested by its Secretary or Assistant Secretary, and each officer
signing these Articles acknowledges them to be the corporate act of his or her
corporation and that, to the best of his or her knowledge, information and
belief, all matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects and that
this verification is made under the penalties of perjury and each other party to
these Articles has caused these Articles to be signed by an officer thereunto
duly authorized and to be acknowledged on its behalf as the act of such party.
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Attest: THE ENTERPRISE GROUP OF FUNDS, INC.
on behalf of its portfolios ENTERPRISE
GOVERNMENT SECURITIES PORTFOLIO,
ENTERPRISE MONEY MARKET
PORTFOLIO, ENTERPRISE SMALL
COMPANY GROWTH PORTFOLIO and
ENTERPRISE GROWTH AND INCOME
PORTFOLIO
/s/ XXXXXXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXX
--------------------------------------- ---------------------------------------
Xxxxxxxxx X. XxXxxxxxx, Secretary Xxxxxxx Xxxx, Vice President
[Affix Corporate Seal]
RETIREMENT SYSTEM FUND INC.
on behalf of its portfolios INTERMEDIATE
TERM FIXED INCOME FUND, MONEY
MARKET FUND, EMERGING GROWTH
EQUITY FUND and CORE EQUITY FUND
/s/ XXXXXXX X. XXXXXX By: /s/ XXXX XXXXXX
--------------------------------------- ---------------------------------------
Xxxxxxx X. Xxxxxx, Secretary Xxxx Xxxxxx, Xx. Vice Pres. Treasurer
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THE ENTERPRISE GROUP OF FUNDS, INC.
ARTICLES SUPPLEMENTARY
THE ENTERPRISE GROUP OF FUNDS, 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 of Maryland
that:
FIRST: The Board of Directors of the Corporation, an open-end
investment company and registered under the Investment Company Act of 1940, as
amended, and having authorized capital of eight hundred million (800,000,000)
shares of common stock, par value $.10 per share, has adopted resolutions as
follows:
(1) increase the number of authorized shares from one billion
seven hundred million (1,700,000,000) of common stock, $.10
par value, with an aggregate par value of $170,000,000 to two
billion five hundred million (2,500,000,000) shares of common
stock, $.10 par value, with an aggregate par value of two
hundred fifty million dollars ($250,000,000); and
(2) classify two hundred million (200,000,000) of the authorized,
unissued and unclassified shares of the common stock, par
value $.10 per share, with an aggregate par value of two
hundred thousand dollars ($200,000), as Class A Common Stock
(Global Financial Services); and
(3) classify two hundred million (200,000,000) of the authorized,
unissued and unclassified shares of the common stock, par
value $.10 per share, with an aggregate par value of two
hundred thousand dollars ($200,000), as Class B Common Stock
(Global Financial Services); and
(4) classify two hundred million (200,000,000) of the authorized,
unissued and unclassified shares of the common stock, par
value $.10 per share, with an aggregate par value of two
hundred thousand dollars ($200,000), as Class C Common Stock
(Global Financial Services); and
(5) classify two hundred million (200,000,000) of the authorized,
unissued and unclassified shares of the common stock, par
value $.10 per share, with an aggregate par value of two
hundred
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thousand dollars ($200,000), as Class Y Common Stock (Global
Financial Services).
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation is set
forth in the Corporation's Charter, and has not been changed by the Board of
Directors of the Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to the authority and power contained in
the Charter of the Corporation.
IN WITNESS WHEREOF, The Enterprise Group of Funds, Inc. has caused
these presents to be signed in its name and on its behalf by its Chairman and
witnessed by its Secretary on September 22, 1998.
WITNESS THE ENTERPRISE GROUP OF FUNDS, INC.
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Xxxxxxxxx X. XxXxxxxxx Xxxxxx Xxxxxx
Secretary Chairman
THE UNDERSIGNED, Chairman of The Enterprise Group of Funds, Inc., who
executed on behalf of said corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges that
the foregoing Articles Supplementary are the act of the said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
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Xxxxxx Xxxxxx
Chairman
