ARTICLES OF INCORPORATION
OF
FIRST BOSTON QUALITY INCOME FUND, INC.
ARTICLE I.
I, the incorporator, Warren J. Olsen, whose post office
address is 250 Park Avenue, New York, New York 10177, being at least eighteen
years of age, am, under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, forming a corporation.
ARTICLE II.
The name of the corporation (hereinafter called the
"Corporation") is FIRST BOSTON QUALITY INCOME FUND.
ARTICLE III.
PURPOSES
The purpose for which the Corporation is formed is to act as a
closed-end, diversified investment company of the management type registered as
such with the Securities and Exchange Commission pursuant to the Investment
Company Act of 1940 and to exercise and generally to enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force.
ARTICLE IV.
ADDRESS IN MARYLAND
The post office address of the place at which the principal
office of the Corporation in the State of Maryland is located is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
The name of the Corporation's resident agent is The
Corporation Trust Incorporated, and its post office address is 32 South Street,
Baltimore, Maryland 21202. Said resident agent is a corporation of the State of
Maryland.
ARTICLE V.
COMMON STOCK
Section 1. The total number of shares of stock which the
Corporation has authority to issue is 100,000,000 shares of common stock of
the par value of $0.001 each, all of one class, having an aggregate par value
of $100,000.
Section 2. The presence in person or by proxy of the holders
of record of one-third of the shares of common stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except as otherwise provided by
law or in these Articles of Incorporation.
Section 3. Notwithstanding any provision of the General Laws
of the State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of common stock, such action shall be valid and
effective if taken or authorized by the affirmative vote of the holders of a
majority of the total number of shares of common stock outstanding and entitled
to vote thereupon pursuant to the provisions of these Articles of
Incorporation.
Section 4. No holder of shares of common stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any shares of the common stock of the Corporation of any class
which it may issue or sell.
Section 5. All persons who shall acquire common stock
in the Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation.
2
ARTICLE VI.
DIRECTORS
The initial number of directors of the Corporation shall be
three, and the names of those who shall act as such until the first annual
meeting and until their successors are duly elected and qualify are as follows:
Michael F. Holland, Robert M. Baylis and James L. Freeman. However, the By-Laws
of the Corporation may fix the number of directors at a number other than three
and may authorize the Board of Directors, by the vote of a majority of the
entire Board of Directors, to increase or decrease the number of directors
within a limit specified in the By-Laws, provided that in no case shall the
number of directors be less than three, and to fill the vacancies created by
any such increase in the number of directors. Unless otherwise provided by the
By-Laws of the Corporation, the directors of the Corporation need not be
stockholders.
The By-Laws of the Corporation may divide the Directors of
the Corporation into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than that from the
time of the election of such class until the next annual meeting and thereafter
for a period shorter than the interval between annual meetings or for a longer
period than five years, and the term of office of at least one class shall
expire each year.
ARTICLE VII.
MANAGEMENT OF THE AFFAIRS OF THE CORPORATION
Section 1. All corporate powers and authority of the
Corporation (except as at the time otherwise provided by statute, by these
Articles of Incorporation or by the By-Laws) shall be vested in and exercised
by the Board of Directors.
Section 2. The Board of Directors shall have the
power to adopt, alter or repeal the By-Laws of the Corporation except to the
extent that the By-laws otherwise provide.
3
Section 3. The Board of Directors shall have the power from
time to time to determine whether and to what extent, and at what times and
places and under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be open to the
inspection of stockholders; and no stockholder shall have any right to inspect
any account, book or document of the Corporation except to the extent permitted
by statute or the By-Laws.
Section 4. The Board Of Directors shall have the power to
determine, as provided herein, or if provision is not made herein, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.
Section 5. The Board of Directors shall have the power to
distribute dividends from funds legally available therefor in such amounts, if
any, and in such manner to the stockholders of record as of such date, as the
Board of Directors may determine.
ARTICLE VIII.
Section 1. Provided that reasonable care has been exercised
in the selection of the officers, other employees, investment advisers and
managers, distributors, under- writers, selling agents, custodians, dividend
disbursing agents, transfer agents and registrars, legal counsel, auditors,
and other agents of the Corporation, no director of the Corporation shall be
responsible or liable in any event for any neglect or wrong-doing of any of the
same, nor shall any director be responsible or liable for the act or omission
to act of any other director.
Section 2. Each officer or director or member of any
committee designated by the Board of Directors shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account
of or reports made to the Corporation by any of its officials
4
or by an independent public accountant or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee and in
relying in good faith upon other records of the Corporation.
Section 3. The Corporation shall indemnify its directors
and officers to the fullest extent allowed, and in the manner provided, by
Maryland law, including the advancing of expenses incurred in connection
therewith. Such indemnification shall be in Addition to any other right or
claim to which any director or officer may otherwise be entitled. The
Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the Corporation, or who,
while a director, officer, employee or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan,
against any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify such liability.
Section 4. Nothing in this Article protects or purports to
protect, any director or officer against any liability to the Corporation or
its security holders to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office.
Section 5. Each section or portion thereof of this Article
shall be deemed severable from the remainder, and the invalidity of any such
section or portion shall not affect the validity of the remainder of this
Article.
ARTICLE IX.
The duration of the Corporation shall be perpetual.
5
ARTICLE X.
AMENDMENTS
Section 1. From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed (including any
amendment that changes the terms of any of the outstanding stock by
classification, reclassification or otherwise), and other provisions that may,
under the statutes of the State of Maryland at the time in force, be lawfully
contained in articles of incorporation may be added or inserted, upon the vote
of the holders of a majority of the shares of common stock of the Corporation
at the time outstanding and entitled to vote, and all rights at any time
conferred upon the stockholders of the Corporation by these Articles of
Incorporation are subject to the provisions of this Article VIII.
---------------------
The term "Articles of Incorporation" as used herein and in
the By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.
---------------------
I acknowledge this document to be my act, and state under the
penalties of perjury that with respect to all matters and facts herein, to the
best of my knowledge, information and belief such matters and facts are true in
all material respects and that this statement is made under the penalties of
perjury.
February 9, 1987.
/s/ Warren J. Olsen
----------------------
Warren J. Olsen
6
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
THIS IS TO CERTIFY that on this 9th day of February, 1987 before me,
the subscriber a Notary Public in and for the State of New York, personally
appeared WARREN J. OLSEN and acknowledged the foregoing Amended Articles of
Incorporation of First Boston Strategic Income Fund, Inc. to be his act and
deed and that the facts therein stated are truly set forth.
WITNESS my hand and Notarial Seal the day and year last above written.
/s/ Illegible
----------------------
Notary Public
7
AMENDED ARTICLES OF INCORPORATION
OF
FIRST BOSTON QUALITY INCOME FUND, INC.
ARTICLE I.
I, the incorporator, Warren J. Olsen, whose post office
address is 250 Park Avenue, New York, New York 10177, being at least eighteen
years of age, am, under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, forming a corporation.
ARTICLE II.
The name of the corporation (hereinafter called the
"Corporation") is FIRST BOSTON INCOME FUND, INC.
ARTICLE III.
PURPOSES
The purpose for which the Corporation is formed is to act as a
closed-end, diversified investment company of the management type registered as
such with the Securities and Exchange Commission pursuant to the Investment
Company Act of 1940 and to exercise and generally to enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the General
Laws of the State of Maryland now or hereafter in force.
8
ARTICLE IV.
ADDRESS IN MARYLAND
The post office address of the place at which the principal
office of the Corporation in the State of Maryland is located is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
The name of the Corporation's resident agent is the
Corporation Trust Incorporated, and its post office address is 32 South Street,
Baltimore, Maryland 21202. Said resident agent is a corporation of the State of
Maryland.
ARTICLE V.
COMMON STOCK
Section 1. The total number of shares of stock which the
Corporation has authority to issue is 100,000,000 shares of common stock of
the par value of $0.001 each, all of one class, having an aggregate par value
of $100,000.
Section 2. The presence in person or by proxy of the holders
of record of one-third of the shares of commn stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except as otherwise provided by
law or in these Articles of Incorporation.
Section 3. Notwithstanding any provision of the General Laws
of the State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of common stock, such action shall be valid and
effective if taken or authorized by the affirmative vote of the holders of a
majority of the total number of shares of common stock outstanding and entitled
to vote thereupon pursuant to the provisions of these Articles of Incorporation.
9
Section 4. No holder of shares of common stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any shares of the common stock of the Corporation of any class
which it may issue or sell.
Section 5. All persons who shall acquire common stock in the
Corporation shall acquire the same subject to the provisions of these Articles
of Incorporation.
ARTICLE VI.
DIRECTORS
The initial number of directors of the Corporation shall be
three, and the names of those who shall act as such until the first annual
meeting and until their successors are duly elected and qualify are as follows:
Michael F. Holland, Robert M. Baylis and James L. Freeman. However, the By-Laws
of the Corporation may fix the number of directors at a number other than three
and may authorize the Board of Directors, by the vote of a majority of the
entire Board of Directors, to increase or decrease the number of directors
within a limit specified in the By-Laws, provided that in no case shall the
number of directors be less than three, and to fill the vacancies created by any
such increase in the number of directors. Unless otherwise provided by the
By-Laws of the Corporation, the directors of the Corporation need not be
stockholders.
The By-Laws of the Corporation may divide the Directors of the
Corporation into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than that from the
time of the election of such class until the next annual meeting and thereafter
for a period shorter than the interval between annual meetings or for a longer
period than five years, and the term of office of at least one class shall
expire each year.
10
ARTICLE VII.
MANAGEMENT OF THE AFFAIRS OF THE CORPORATION
Section 1. All corporate powers and authority of the
Corporation (except as at the time otherwise provided by statute, by these
Articles of Incorporation or by the By-Laws) shall be vested in and exercised
by the Board of Directors.
Section 2. The Board of Directors shall have the power to
adopt, alter or repeal the By-Laws of the Corporation except to the extent that
the By-Laws otherwise provide.
Section 3. The Board of Directors shall have the power from
time to time to determine whether and to what extent, and at what times and
places and under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be open to the
inspection of stockholders; and no stockholder shall have any right to inspect
any account, book or document of the Corporation except to the extent permitted
by statute or the By-Laws.
Section 4. The Board of Directors shall have the power to
determine, as provided herein, or if provision is not made herein, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.
Section 5. The Board of Directors shall have the power to
distribute dividends from funds legally available therefor in such amounts,
if any, and in such manner to the stockholders of record as of such date,
as the Board of Directors may determine.
ARTICLE VIII.
Section 1. Provided that reasonable care has been exercised
in the selection of the officers, other employees, investment advisors and
managers, distributors, underwriters,
11
selling agents, custodians, dividend disbursing agents, transfer agents and
registrars, legal counsel, auditors, and other agents of the Corporation, no
director of the Corporation shall be responsible or liable in any event for
any neglect or wrong-doing of any of the same, nor shall any director be
responsible or liable for the act or omission to act of any other director.
Section 2. Each officer or director or member of any committee
designated by the Board of Directors shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of account of or
reports made to the Corporation by any of its officials or by an independent
public accountant or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee and in relying in good faith upon other
records of the Corporation.
Section 3. The Corporation shall indemnify its directors and
officers to the fullest extent allowed, and in the manner provided by Maryland
law, including the advancing of expenses incurred in connection therewith.
Such indemnification shall be in addition to any other right or claim to which
any director or officer may otherwise be entitled. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who, while a director,
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan, against any liability asserted
against and incurred by such person in any such capacity or arising out of
such person's position, whether or not the Corporation would have had the
power to indemnify such liability.
Section 4. Nothing in this Article protects or purports to
protect, any director or officer against any liability to the Corporation or
its security holders to which he or she would
12
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.
Section 5. Each section or portion thereof of this Article
shall be deemed severable from the remainder, and the invalidity of any such
section or portion shall not affect the validity of the remainder of this
Article.
ARTICLE IX.
The duration of the Corporation shall be perpetual.
ARTICLE X.
AMENDMENTS
From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment that
changes the terms of any of the outstanding stock by classification,
reclassification or otherwise), and other provisions that may, under the
statutes of the State of Maryland at the time in force, be lawfully contained in
articles of incorporation may be added or inserted, upon the vote of the holders
of a majority of the shares of common stock of the Corporation at the time
outstanding and entitled to vote, and all rights at any time conferred upon the
stockholders of the Corporation by these Articles of Incorporation are subject
to the provisions of this Article X.
-------------------------
The term "Articles of Incorporation" as used herein and in the
By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.
--------------------------
13
I acknowledge this document to be my act, and state under the
penalties of perjury that with respect to all matters and facts herein, to the
best of my knowledge, information and belief such matters and facts are true in
all material respects and that this statement is made under the penalties of
perjury.
March 9, 1987
/s/Warren J. Olsen
----------------------
Warren J. Olsen
14
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
THIS IS TO CERTIFY that on this 9th day of March, 1987 before me, the
subscriber a Notary Public in and for the State of New York, personally
appeared WARREN J. OLSEN and acknowledged the foregoing Amended Articles of
Incorporation of First Boston Income Fund, Inc. to be his act and deed and that
the facts therein stated are truly set forth.
WITNESS my hand and Notarial Seal the day and year last above written.
/s/Mary McMillan
----------------------
Notary Public
15
Articles of Amendment of
Articles of Incorporation
of
FIRST BOSTON INCOME FUND, INC.
FIRST BOSTON INCOME FUND, INC., a Maryland corporation (the
"Corporation"), having its principal office in Baltimore, Maryland, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation's Articles of Incorporation are
hereby amended as follows:
1. Article EIGHTH, Section 3 is hereby amended by
deleting it in its entirety and replacing it with the following:
The Fund shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of
1940) as currently in effect or as may hereafter be amended,
any person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was
a Director or Officer. To the fullest extent permitted by law
(including the Investment Company Act of 1940) as currently
in effect or as the same may hereafter be amended, expenses
incurred by any such person in defending any such action,
suit or proceeding shall be paid or reimbursed by the Fund
promptly upon receipt by it of an undertaking of such person
to repay such expenses if it shall ultimately be determined
that such person is not entitled to be indemnified by the
Fund. Before the Fund may advance such expenses, one of the
following provisions must be satisfied: 1) such Director or
Officer shall provide a security for his undertaking, 2) the
Fund shall be insured against losses arising by reason of any
lawful advances, or 3) a majority of a quorum of
disinterested, non-party directors of the Fund, or an
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts, that
there is reason to believe that such Director or Officer
ultimately will be found entitled to indemnification. The
rights provided to any person by this Section of this Article
shall be enforceable against the Fund by such person who
shall be presumed to have relied upon it in serving or
16
continuing to serve as a Director or Officer as provided
above. No amendment of this Section of this Article shall
impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. For
purposes of this Section of this Article, the term "Fund"
shall include any predecessor of the Fund and any constituent
corporation (including any constituent of a constituent)
absorbed by the Fund in a consolidation or merger; the term
"other enterprise" shall include any corporation,
partnership, joint venture, trust or employee benefit plan;
service "at the request of the Fund" shall include service as
a Director or Officer of the Fund which imposes duties on, or
involves services by, such Director or Officer with respect
to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be
indemnifiable expenses; and action by a person with respect
to any employee benefit plan which such person reasonably
believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action
not opposed to the best interests of the Fund.
2. Article EIGHTH is hereby amended by adding the following
Section 5:
Section 5. A Director or Officer of the Fund shall
not be liable to the Fund or its stockholders for monetary
damages for breach of fiduciary duty as a Director or
Officer, except to the extent such exemption from liability
or limitation thereof is not permitted by law (including the
Investment Company Act of 1940 and rules or regulations
thereunder or any releases issued by the Securities and
Exchange Commission or its staff) as currently in effect or
as the same may hereafter be amended.
SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders in the manner required by law and its Articles
of Incorporation.
17
IN WITNESS WHEREOF, FIRST BOSTON INCOME FUND, INC. has caused
these Articles of Amendment of Articles of Incorporation to be signed in the
name and on its behalf by its President and witnessed by its Assistant Secretary
this 10th day of June, 1991.
FIRST BOSTON INCOME FUND, INC.
BY /s/Edward N. McMillan
--------------------------
Edward N. McMillan
President
WITNESS:
/s/Susanne M. Dennis
- ----------------------
Susanne M. Dennis
Assistant Secretary
18
THE UNDERSIGNED, President of FIRST BOSTON INCOME FUND, INC.,
who executed on behalf of the Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges in the name and
on behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of his
knowledge, information, and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/Edward N. McMillan
----------------------
Edward N. McMillan
President
19
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
FIRST BOSTON INCOME FUND, INC.
THIS IS TO CERTIFY that FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:
FIRST: The Corporation's Articles of Incorporation are
hereby amended as follows:
The name of the Corporation is hereby changed from
"First Boston Income Fund, Inc." to "CS First Boston Income
Fund, Inc."
SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.
20
IN WITNESS WHEREOF, FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed
in its name and on its behalf by its Chairman, John J. Cook, Jr., and witnessed
by its Assistant Secretary, James P. Pappas, and each of said officers of the
Corporation has also acknowledged these Articles of Amendment to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of said officer's knowledge, information and belief the matters and
facts set forth with respect to approval are true in all material respects, all
on May 24, 1994.
FIRST BOSTON INCOME FUND, INC.
By: /s/John J. Cook, Jr.
-----------------------------------
Name: John J. Cook, Jr.
Title: President and Chairman
Witness:
/s/James P. Pappas
- ---------------------------------
Name: James P. Pappas
Title: Assistant Secretary
21
CS FIRST BOSTON REALTY, INC.
55 E. 52 Street
New York, New York 10055
June 8, 1994
Maryland State Department of
Assessments and Taxation
301 West Preston Street
Baltimore, MD 21201
Re: Consent to use of "CS First Boston" name by First Boston Income Fund, Inc.
To the Department of Assessments and Taxation:
We have been informed by CT Corporation System that the use by CS First Boston
Realty, Inc. of the "CS First Boston" designation prevents First Boston Income
Fund, Inc. from adopting a name change in Maryland to CS First Boston Income
Fund, Inc. without first obtaining the consent of this company.
CS First Boston Realty, Inc. hereby authorizes First Boston Income Fund, Inc.
to use, in Maryland, the "CS First Boston" designation so that it may amend its
name to CS First Boston Income Fund, Inc.
Please call me at (212) 322-7205 if you have any questions regarding this
authorization.
Sincerely,
/s/Lori M. Russo
- ----------------
Lori M. Russo,
Assistant Secretary
LMR/pt
cc: Charles Griemsman
(CS First Boston Investment
Management Corporation)
Stuart B. Leichenko, Esq.
(Sullivan & Cromwell)
22
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
CS FIRST BOSTON INCOME FUND, INC.
THIS IS TO CERTIFY that CS FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:
FIRST: Article First of the Corporation's Articles of
Incorporation are hereby amended as follows:
The name of the Corporation is "BEA Income Fund, Inc."
SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.
23
IN WITNESS WHEREOF, CS FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed in
its name and on its behalf by its President, Robert Moore, and witnessed by its
Secretary, Hal Liebes, and each of said officers of the Corporation has also
acknowledged these Articles of Amendment to be the corporate act of the
Corporation and has stated under penalties of perjury that to the best of said
officer's knowledge, information and belief the matters and facts set forth
with respect to approval are true in all material respects, all on
June 13, 1995.
CS FIRST BOSTON INCOME FUND, INC.
By: /s/Robert J. Moore
----------------------------
Name: Robert J. Moore
Title: President
Witness:
/s/Hal Liebes
- -----------------
Name: Hal Liebes
Title: Secretary
24
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
CS FIRST BOSTON INCOME FUND, INC.
THIS IS TO CERTIFY that CS FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:
FIRST: Article First of the Corporation's Articles of
Incorporation are hereby amended as follows:
The name of the Corporation is "BEA Income Fund, Inc."
SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.
25
IN WITNESS WHEREOF, CS FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed in
its name and on its behalf by its President, Robert Moore, and witnessed by its
Secretary, Hal Liebes, and each of said officers of the Corporation has also
acknowledged these Articles of Amendment to be the corporate act of the
Corporation and has stated under penalties of perjury that to the best of said
officer's knowledge, information and belief the matters and facts set forth
with respect to approval are true in all material respects, all on
June 13, 1995.
CS FIRST BOSTON INCOME FUND, INC.
By: /s/ Robert J. Moore
-----------------------
Name: Robert J. Moore
Title: President
Witness:
/s/ Hal Liebes
Name: Hal Liebes
Title: Secretary
26
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
BEA INCOME FUND, INC.
BEA Income Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the Corporation, as heretofore
amended, is further amended to change the name of the Corporation to Credit
Suisse Asset Management Income Fund, Inc. and by striking ARTICLE II of the
Articles of Incorporation in its entirety and inserting in lieu thereof the
following:
ARTICLE II
The name of the corporation (hereinafter called the
"Corporation") is Credit Suisse Asset Management Income
Fund, Inc.
SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner and by the vote
required by law and its charter.
IN WITNESS WHEREOF, Credit Suisse Asset Management Income
Fund, Inc. has caused these Articles of Amendment to be signed in its name and
on its behalf by its Senior Vice President and witnessed by its Secretary as of
the 11th day of May, 1999.
The undersigned 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, all matters and facts set forth herein with
respect to the authorization and approval of the Articles of
27
Amendment are true and in all material respects and that this statement is made
under penalties of perjury.
BEA INCOME FUND, INC.
By: /s/ Hal Liebes
------------------------------------
Name: Hal Liebes
Title: Senior Vice President
WITNESS:
/s/ Michael A. Pignataro
Name: Michael A. Pignataro
Title: Secretary
28
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
BEA INCOME FUND, INC.
AND
BANKBOSTON, N.A.
TABLE OF CONTENTS
PAGE
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK...............1
ARTICLE 2 FEES AND EXPENSES......................................3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK.............3
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND.............4
ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION................5
ARTICLE 6 INDEMNIFICATION........................................6
ARTICLE 7 STANDARD OF CARE.......................................8
ARTICLE 8 COVENANTS OF THE FUND AND THE BANK.....................8
ARTICLE 9 TERMINATION OF AGREEMENT...............................9
ARTICLE 10 ASSIGNMENT............................................10
ARTICLE 11 AMENDMENT.............................................10
ARTICLE 12 MASSACHUSETTS LAW TO APPLY............................10
ARTICLE 13 FORCE MAJEURE.........................................10
ARTICLE 14 CONSEQUENTIAL DAMAGES.................................11
ARTICLE 15 MERGER OF AGREEMENT...................................11
ARTICLE 16 SURVIVAL..............................................11
ARTICLE 17 SEVERABILITY..........................................11
ARTICLE 18 COUNTERPARTS..........................................11