EXHIBIT (1)(m)
EXCELSIOR FUNDS, INC.
ARTICLES SUPPLEMENTARY
Excelsior Funds, Inc., a Maryland Corporation having its principal
office in the City of Baltimore, Maryland (hereinafter called the "Company"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Pursuant to Section 2-208 of the Maryland General Corporation
Law, the Board of Directors of the Company (the "Board") has classified an
additional One Billion Five Hundred Million (1,500,000,000) shares of the
Company's authorized but unissued and unclassified shares of capital stock, of
the par value of One Mill ($.001) per share, as Class G Common Stock, of the par
value of One Mill ($.001) per share; an additional Five Hundred Million
(500,000,000) shares of the Company's authorized but unissued and unclassified
shares of capital stock, of the par value of One Mill ($.001) per share, as
Class A Common Stock, of the par value of One Mill ($.001) per share; and an
additional Five Hundred Million (500,000,000) shares of the Company's authorized
but unissued and unclassified shares of capital stock, of the par value of One
Mill ($.001) per share, as Class B Common Stock, of the par value of One Mill
($.001) per share, pursuant to the following resolutions adopted at a regular
meeting of the Board held on November 13, 1998:
RESOLVED, that pursuant to the authority expressly given to the
Board in Article VI of the Company's Charter, the Board hereby
classifies an additional One Billion Five Hundred Million
(1,500,000,000) of the Company's authorized but unissued and
unclassified shares as Class G Common Stock (with an aggregate par value
of One Million Five Hundred Thousand Dollars ($1,500,000));
FURTHER RESOLVED, that each share of Class G Common Stock shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption as set forth in the Company's Charter;
FURTHER RESOLVED, that pursuant to the authority expressly given to
the Board in Article VI of the Company's Charter, the Board hereby
classifies an additional Five Hundred Million (500,000,000) of the
Company's authorized but unissued and unclassified shares as Class A
Common Stock (with an aggregate par value of Five Hundred Thousand
Dollars ($500,000));
FURTHER RESOLVED, that each share of Class A Common Stock shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption as set forth in the Company's Charter;
FURTHER RESOLVED, that pursuant to the authority expressly given to
the Board in Article VI of the Company's Charter, the Board hereby
classifies an additional
Five Hundred Million (500,000,000) of the Company's authorized but
unissued and unclassified shares as Class B Common Stock (with an
aggregate par value of Five Hundred Thousand Dollars ($500,000));
FURTHER RESOLVED, that each share of Class B Common Stock shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption as set forth in the Company's Charter; and
FURTHER RESOLVED, that the officers of the Company be, and each of
them hereby is, authorized and empowered to execute, seal, deliver and
file any and all documents, instruments, papers and writings, including
but not limited to Articles Supplementary to be filed with the State
Department of Assessments and Taxation of Maryland, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advice of Company counsel prior to filing said Articles
Supplementary, in the name of the Company and on its behalf, as any
officer determines is necessary or desirable in connection with or in
furtherance of the foregoing resolutions, such determination to be
conclusively evidenced by said officer taking any such actions.
SECOND: The shares of capital stock of the Company classified pursuant
to the resolutions set forth herein have been classified by the Board under the
authority contained in the Charter of the Company.
THIRD: These Articles Supplementary do not increase the total number of
shares that the Company is authorized to issue or the aggregate par value
thereof. The total number of shares of capital stock which the Company is
presently authorized to issue remains Thirty-Five Billion (35,000,000,000)
shares of capital stock of the par value of One Mill ($0.001) per share and of
the aggregate par value of Thirty-Five Million Dollars ($35,000,000), classified
or remaining unclassified as follows:
Class A Common Stock: Two Billion (2,000,000,000) shares of
--------------------
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Two Million Dollars
($2,000,000);
Class A Common Stock -- Special Series 1: One Billion
----------------------------------------
(1,000,000,000) shares of capital stock of the Company of the par value
of One Mill ($0.001) per share and of the aggregate par value of One
Million Dollars ($1,000,000);
Class B Common Stock: Two Billion (2,000,000,000) shares of
--------------------
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Two Million Dollars
($2,000,000);
Class B Common Stock -- Special Series 1: One Billion
----------------------------------------
(1,000,000,000) shares of capital stock of the Company of the par value
of One Mill ($0.001) per share and of the aggregate par value of One
Million Dollars ($1,000,000);
-2-
Class C Common Stock: Three Hundred Seventy Five Million
--------------------
(375,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Three
Hundred Seventy Five Thousand Dollars ($375,000);
Class C Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class D Common Stock: Three Hundred Seventy Five Million
--------------------
(375,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Three
Hundred Seventy Five Thousand Dollars ($375,000);
Class D Common Stock -- Special Series 1: Three Hundred
----------------------------------------
Seventy Five Million (375,000,000) shares of capital stock of the
Company of the par value of One Mill ($0.001) per share and of the
aggregate par value of Three Hundred Seventy Five Thousand Dollars
($375,000);
Class E Common Stock: Three Hundred Seventy Five Million
--------------------
(375,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Three
Hundred Seventy Five Thousand Dollars ($375,000);
Class E Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class F Common Stock: Three Hundred Seventy Five Million
--------------------
(375,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Three
Hundred Seventy Five Thousand Dollars ($375,000);
Class F Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class G Common Stock: Two Billion (2,000,000,000) shares of
--------------------
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Two Million Dollars
($2,000,000);
Class G Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
-3-
Class H Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class H Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class I Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class I Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class J Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class J Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class K Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class K Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class L Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class L Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class M Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
-4-
Class M Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class N Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class N Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class O Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class O Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class P Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class P Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class Q Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class Q Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class R Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class R Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
-5-
Class S Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class S Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class T Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class T Common Stock -- Special Series 1: Five Hundred
----------------------------------------
Million (500,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000);
Class U Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class V Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000); and
Class W Common Stock: Five Hundred Million (500,000,000)
--------------------
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000).
The total number of authorized and unclassified shares of capital stock
of the Company remaining after the actions described above is Eight Billion Six
Hundred Twenty-Five Million (8,625,000,000) shares of capital stock of the par
value of One Mill ($0.001) per share and of the aggregate par value of Eight
Million Six Hundred Twenty-Five Thousand Dollars ($8,625,000).
-6-
IN WITNESS WHEREOF, Excelsior Funds, Inc. has caused these presents to be
signed in its name and on its behalf by its President and its Corporate Seal to
be herewith affixed and attested to by its Assistant Secretary as of November
13, 1998.
EXCELSIOR FUNDS, INC.
[SEAL]
Attest:
/s/ Michael P. Malloy By: /s/ F. S. Wonham
- ---------------------------
Michael P. Malloy Frederick S. Wonham
Assistant Secretary President
-7-
CERTIFICATE
THE UNDERSIGNED, President of Excelsior Funds, Inc., who executed on behalf
of said Corporation the attached Articles Supplementary of said Corporation, of
which this Certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the attached Articles Supplementary to be the
corporate act of said Corporation, and certifies that to the best of his
knowledge, information and belief the matters and facts set forth in the
attached Articles Supplementary with respect to authorization and approval are
true in all material respects, under the penalties for perjury.
/s/ Frederick S. Wonham
---------------------------------------
Frederick S. Wonham
President
Dated as of: November 13, 1998