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Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
FUND RESEARCH AND MANAGEMENT, INC.
Pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
The Corporation was organized as Fund Research and Sales, Inc.
on October 3, 1956. By amendment filed on January 14, 1957, its name
was changed to Fund Research and Management, Inc. This Restated
Certificate of Incorporation has been duly adopted by the stockholders
of the Corporation in accordance with the provisions of Section 245 of
the General Corporation Law of the State of Delaware.
FIRST. The name of the Corporation is The Pioneer Group,
Inc.
SECOND. The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address
is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted
or promoted is as follows:
To engage in any lawful act or activity for which
corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is 3,000,000. Each of such
shares shall have a par value of $.10. All such shares are of one class
and are shares of common stock. The 2,000 shares of Class A Common
Stock outstanding prior to the filing of this Restated Certificate of
Incorporation are hereby converted into 2,079,277 shares of Common
Stock, $.10 par value, of the Corporation.
FIFTH. In furtherance of and not in limitation of powers
conferred by statute, it is further provided:
1. Election of directors need not be by written
ballot.
2. The Board of Directors is expressly authorized to
adopt, amend or repeal the By-laws of the Corporation.
SIXTH. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them
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and/or between this Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this Corporation or of any
creditor or stockholder thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for
this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case
may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.
SEVENTH: The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware, as
that Section may be amended and supplemented from time to time,
indemnify any director or officer which it shall have power to
indemnify under that Section against any expenses, liabilities or other
matters referred to in or covered by that Section. The indemnification
provided for in this Article (i) shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any
by-law, agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, (ii) shall
continue as to a person who has ceased to be a director or officer and
(iii) shall inure to the benefit of the heirs, executors and
administrators of such a person. To assure indemnification under this
Article of all such persons who are determined by the Corporation or
otherwise to be or to have been "fiduciaries" of any employee benefit
plan of the Corporation which may exist from time to time and which is
governed by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time, such Section 145
shall, for the purposes of this Article, be interpreted as follows: an
"other enterprise" shall be deemed to include such an employee benefit
plan; the Corporation shall be deemed to have requested a person to
serve an employee benefit
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plan where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan;
excise taxes assessed on a person with respect to an employee benefit
plan pursuant to such Act of Congress shall be deemed "fines"; and
action taken or omitted by a person with respect to an employee benefit
plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.
EIGHTH: Any director or the entire Board of Directors of the
Corporation may be removed, with or without cause, by the holders of
not less than two-thirds of the shares then entitled to vote at
elections of directors of the Corporation.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject
to this reservation.
EXECUTED at Boston, Massachusetts, on December 15, 1978.
ATTEST:
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
----------------------------- -----------------------------------
Joseph P. Barri John F. Cogan, Jr.
Secretary President
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PIONEER GROUP, INC.
THE PIONEER GROUP, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: At a meeting of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Section 242 of the General Corporation
Law of the State of Delaware, setting forth an amendment to the Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable. The stockholders of the Corporation have duly approved said
amendment by the required vote of such stockholders, adopted by the consent of
the holders of a majority of the outstanding shares of the Corporation's Common
Stock in accordance with Section 242 of the General Corporation Law of the State
of Delaware. The resolution setting forth the amendment is as follows:
RESOLVED: That Article FOURTH of the Restated Certificate of Incorporation of
the Corporation be and hereby is amended to read in its entirety as
follows:
"FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 10,000,000. Each of such shares shall have a
par value of $.10. All such shares are of one class and are shares of common
stock."
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IN WITNESS WHEREOF, THE PIONEER GROUP, INC. has caused its corporate
seal to be affixed hereto and this Certificate of Amendment of the Restated
Certificate of Incorporation of the Corporation to be signed by its President
and attested by its Secretary this 3rd day of May, 1984.
THE PIONEER GROUP, INC.
By: /s/
-------------------------------
Vice Presindent
Attest: /s/ Joseph P. Barri
------------------------------
Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PIONEER GROUP, INC.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
-----------------------------
THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: At a meeting of the Board of Directors of the Corporation held
on February 1, 1986, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation Law of the State of Delaware, setting forth an amendment
to the Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting said amendment to the stockholders of
the Corporation for consideration thereof. A majority of the stockholders of the
Corporation approved said proposed amendment, at a meeting held on May 6, 1986,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware. The resolution setting forth the amendment is as follows:
RESOLVED: That Article FOURTH of the Corporation's Restated Certificate of
Incorporation be and it hereby is deleted in its entirety and the
following paragraph is inserted in lieu thereof:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 15,000,000. Each
of such shares shall have a par value of $.10. All such shares
are of one class and are shares of common stock."
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SECOND: The capital of the Corporation will not be reduced under or by
reason of the amendment herein certified.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment of the Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
6th day of May, 1986.
THE PIONEER GROUP, INC.
By: /s/ John F. Cogan, Jr.
-------------------------------
John F. Cogan, Jr.
President
Corporate Seal
Attest: /s/ Joseph P. Barri
------------------------------
Joseph P. Barri
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
[SIGNATURE]
OF SECRETARY OF STATE
THE PIONEER GROUP, INC.
Pursuant to Section 242 of the
Corporation Law of the State of Delaware
----------------------------------------
THE PIONEER GROUP, INC. (the "Corporation"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
That at a meeting of the Board of Directors of the Corporation held on
February 8, 1987, resolutions were duly adopted, pursuant to Section 242 of the
General Corporation Law of the State of Delaware, setting forth proposed
amendments to the Certificate of Incorporation of the Corporation and declaring
said amendments to be advisable. Thereafter, the stockholders of the Corporation
duly approved said proposed amendments at a meeting on May 12, 1987 in
accordance with Sections 211 and 242 of the General Corporation Law of the State
of Delaware.
The effect of the amendments is to delete Article SEVENTH of the
Certificate of Incorporation of the Corporation and to substitute the following
language such that Article SEVENTH shall read in its entirety as follows:
"SEVENTH (Part I): Except to the extent that the General Corporation
Law of the State of Delaware prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no director of
the Corporation shall be liable for any breach of fiduciary duty. No
amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any
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director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
(Part II): The following provisions relate to indemnification by the
corporation:
1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT
OF THE CORPORATION. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or
was or has agreed to become a director or officer of the Corporation,
or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or trustee of another
corporation, partnership, joint venture, trust or other enterprise (all
such persons being referred to hereafter as an "Indemnitee"), or by
reason of any action alleged to have been taken or omitted in such
capacity, against costs, charges, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and
in a manner he reasonably believed to be, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful. Notwithstanding anything to the contrary in this Article,
except as set forth in Section 5, the Corporation shall not indemnify
an Indemnitee seeking indemnification in connection with a proceeding
(or part thereof) initiated by the Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation.
2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was or has
agreed to become a director or officer of the Corporation or by reason
of any action alleged to have been taken or omitted in such capacity,
against costs, charges and expenses (including
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attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection with the defense or settlement of such action or
suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery of Delaware or the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.
3. INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF
SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article,
to the extent that an Indemnitee has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action
without prejudice or the settlement of an action without admission of
liability, in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article, or in defense of any claim, issue or
matter therein, or on appeal from any such action, suit or proceeding,
he shall be indemnified against all costs, charges and expense
(including attorneys' fees) actually and reasonably incurred by him or
on his behalf in connection therewith.
4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent
to his right to be indemnified, the Indemnitee must give to the
Corporation notice in writing as soon as practicable of any action,
suit, proceeding or investigation involving him for which indemnity
will or could be sought. With respect to an action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation
will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel
reasonably acceptable to such Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to the Indemnitee for any
legal or other expenses subsequently incurred by the Indemnitee in
connection with such claim, other than as provided below in this
Section. The Indemnitee shall have the right to employ his own counsel
in connection with such claim, but the fees and expenses of such
counsel incurred after notice from the Corporation of its assumption of
the defense thereof shall be at the expense of the Indemnitee unless
(i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position on any
significant issue between the Corporation and
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the Indemnitee in the conduct of the defense of such action or (iii)
the Corporation shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and expenses of
counsel for the Indemnitee shall be at the expense of the Corporation,
except as otherwise expressly provided by this Article. The Corporation
shall not be entitled to assume the defense of any claim brought by or
on behalf of the Corporation or as to which counsel for the Indemnitee
shall have reasonably made the conclusion provided for in (ii) above.
5. Advances of Costs, Charges and Expenses. In the event that
the Company does not assume the defense pursuant to Section 4 of this
Article of any action, suit, proceeding or investigation about which
the Corporation receives notice under this Article, any costs, charges
and expenses (including attorneys' fees) incurred by an Indemnitee in
defending a civil or criminal action, suit, proceeding or investigation
or any appeal therefrom shall be paid by the Corporation in advance of
the final disposition of such matter, PROVIDED, HOWEVER, that the
payment of such costs, charges and expenses incurred by an Indemnitee
in advance of the final disposition of such matter shall be made only
upon receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be
determined that such Indemnitee is not entitled to be indemnified by
the Corporation as authorized in this Article.
6. PROCEDURE FOR INDEMNIFICATION. Any indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this
Article shall be made promptly, and in any event within 60 days after
receipt by the Corporation of the written request of the Indemnitee,
unless with respect to requests under Section 1 or 2, a determination
is made within such 60-day period by the Board of Directors of the
Corporation by a majority vote of a quorum of disinterested directors
that such Indemnitee did not meet the applicable standard of conduct
set forth in Section 1 or Section 2, as the case may be. In the event
no quorum of disinterested directors is obtainable, the Board of
Directors shall promptly direct that independent legal counsel shall
determine, based on facts known to such counsel at such time, whether
such Indemnitee met the applicable standard of conduct set forth in
such Sections; and, in such event, indemnification shall be made to the
Indemnitee unless within 60 days after receipt by the Corporation of
the request by such Indemnitee for indemnification, such independent
legal counsel in a written opinion determines that the Indemnitee has
not met the applicable standard of conduct. The right to
indemnification or advances as granted by this Article shall be
enforceable by the Indemnitee in any court of competent jurisdiction if
the Corporation denies such request, in whole or in part, or if no
disposition thereof is made within the
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60-day period referred to above. Such Indemnitee's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also
be indemnified by the Corporation.
7. SUBSEQUENT AMENDMENT. No amendment, termination or repeal
of this Article or of relevant provisions of the Delaware General
Corporation Law or any other applicable laws shall affect or diminish
in any way the rights of any Indemnitee to indemnification under the
provisions hereof with respect to any action, suit, proceeding or
investigation arising out of, or relating to any actions, transactions
or facts occurring prior to the final adoption of such amendment,
termination or repeal.
8. OTHER RIGHTS. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification may be entitled under any law
(common or statutory), agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in any other capacity while holding office for the
Corporation, and shall continue as to a person who has ceased to be a
director or officer, and shall inure to the benefit of the estate,
heirs, executors and administrators of such person. Nothing contained
in this Article shall be deemed to prohibit, and the Corporation is
specifically authorized to enter into, agreements with officers and
directors providing indemnification rights and procedures different
from those set forth herein. In addition, the Corporation, acting
through its Board of Directors, may grant indemnification rights to
other employees or agents of the Corporation and such rights may be
equivalent to or greater or less than those set forth in this Article.
9. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under
any provision of this Article to indemnification by the Corporation for
some or a portion of the costs, charges, expenses, judgments or fines
actually and reasonably incurred by him in the investigation, defense,
appeal or settlement of any proceeding but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify the
Indemnitee for the portion of such costs, charges, expenses, judgments
or fines to which such Indemnitee is entitled.
10. INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss incurred by him in any such capacity, or
arising out of his
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status as such, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
11. MERGER, CONSOLIDATION, ETC. If the Corporation is merged
into or consolidated with another corporation and the Corporation is
not the surviving corporation, or if substantially all of the assets or
stock of the Corporation is acquired by any other corporation, or in
the event of any other similar reorganization involving the
Corporation, the Board of Directors of the Corporation or the board of
directors of any corporation assuming the obligations of the
Corporation shall assume the obligations of the Corporation under this
Article, with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger, consolidation, acquisition
or reorganization.
12. SAVINGS CLAUSE. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each
Indemnitee as to any costs, charges, expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to
any action, suit, proceeding or investigation, whether civil, criminal
or administrative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of
this Article that shall not have been invalidated and to the full
extent permitted by applicable law.
13. DEFINITIONS. Terms used herein and defined in Section
145(h) and Section 145(i) of the Delaware General Corporation Law shall
have the respective meanings assigned to such terms in such Section
145(h) and Section 145(i).
14. SUBSEQUENT LEGISLATION. If the Delaware General
Corporation Law is amended after adoption of this Article to further
expand the indemnification permitted to Indemnitees, then the
Corporation shall indemnify such persons to the fullest extent
permitted by the Delaware General Corporation Law, as so amended."
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by John F. Cogan, Jr., its President, and
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attested by Joseph P. Barri, its Secretary, this 2nd day of June, 1987.
THE PIONEER GROUP, INC.
By: /s/ John F. Cogan, Jr.
-------------------------------
President
ATTEST:
/s/Joseph P. Barri
- -----------------------------
Secreatry
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PIONEER GROUP, INC.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
-----------------------------
THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: At a meeting of the Board of Directors of the Corporation held
on February 3, 1994, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation Law of the State of Delaware, setting forth an amendment
to the Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting said amendment to the stockholders of
the Corporation for consideration thereof. A majority of the stockholders of the
Corporation approved said proposed amendment, at a meeting held on May 5, 1994,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware. The resolution setting forth the amendment is as follows:
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RESOLVED: That Article FOURTH of the Corporation's Restated Certificate of
Incorporation be and it hereby is deleted in its entirety and the
following paragraph is inserted in lieu thereof:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 33,000,000. Each
of such shares shall have a par value of $.10. All such shares
are of one class and are shares of common stock."
IN WITNESS WHEREOF, the Corpora:ion has caused its corporate seal to be
hereto affixed and this Certificate of Amendment of Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
5th day of May, 1994.
THE PIONEER GROUP, INC.
By: /s/ John F. Cogan, Jr.
-------------------------------
John F. Cogan, Jr.
President
Corporate Seal
Attest: /s/ Joseph P. Barri
------------------------------
Joseph P. Barri
Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PIONEER GROUP, INC.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
-----------------------------
THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: At a meeting of the Board of Directors of the Corporation held
on January 26, 1995, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation was Law of the State of Delaware, setting forth an
amendment to the Restated Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and submitting said amendment to the
stockholders of the Corporation for consideration thereof. A majority of the
stockholders of the Corporation approved said proposed amendment, at a meeting
held on May 4, 1995, in accordance with Section 242 of the General Corporation
Law of the State of Delaware. The resolution setting forth the amendment is as
follows:
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RESOLVED: That Article FOURTH of the Corporation's Restated Certificate of
Incorporation be and it hereby is deleted in its entirety and the
following paragraph is inserted in lieu thereof:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 60,000,000.
Each of such shares shall have a par value of $.10. All such
shares are of one class and are shares of common stock."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereto affixed and this Certificate of Amendment of Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
4th day of May, 1995.
THE PIONEER GROUP, INC.
By: /s/ John F. Cogan, Jr.
-------------------------------
John F. Cogan, Jr.
President
Corporate Seal
Attest: /s/ Joseph P. Barri
------------------------------
Joseph P. Barri
Secretary
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