Registration Statement of a Closed-End Investment Company — Form N-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-2 Registration Statement of a Closed-End Investment 68± 282K
Company
2: EX-3.(I) Articles of Incorporation 7± 30K
6: EX-99.2B By-Laws 14± 56K
9: EX-99.2E Dividend Reinvestment Plan 8± 34K
11: EX-99.2J Supplement to Custody Agreement 2± 12K
3: EX-99.2K Articles of Amendment 2± 9K
4: EX-99.2K Articles of Amendment 1 8K
5: EX-99.2K Articles of Amendment 1 8K
7: EX-99.2K Certificate of Shares of Common Stock 1 8K
8: EX-99.2K Form of Subscription Certificate 3± 13K
13: EX-99.2K Pricing and Bookkeeping Agreement 2± 11K
10: EX-99.A4 Form Portfolio Management Agreement 7± 28K
12: EX-99.A4 Registrar, Transfer Agency and Service Agmt 9± 36K
EX-3.(I) — Articles of Incorporation
ARTICLES OF INCORPORATION
OF
GROWTH STOCK OUTLOOK TRUST, INC.
-----------------------------------------------------------
ARTICLE I
THE UNDERSIGNED, John W. Scheflen, whose post office address is 1800
Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201,
being at least eighteen years of age does hereby act as an incorporator and form
a corporation under and by virtue of the Maryland General Corporation Law.
ARTICLE II
NAME
----
The name of the Corporation is GROWTH STOCK OUTLOOK TRUST, INC.
ARTICLE III
PURPOSES AND POWERS
-------------------
The Corporation is formed for the following purposes:
(1) To conduct and carry on the business of an investment company.
(2) To hold, invest and reinvest its assets in securities and other
investments or to hold part or all of its assets in cash.
(3) To issue and sell shares of its capital stock in such amounts and on
such terms and conditions and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.
(4) To do any and all additional acts and to exercise any and all
additional powers or rights as may be necessary, incidental, appropriate or
desirable for the accomplishment of all or any of the foregoing purposes.
The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by the
Maryland General Corporation Law now or hereafter in force, and the enumeration
of the foregoing shall not be deemed to exclude any powers, rights or privileges
so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
-----------------------------------
The post office address of the principal office of the Corporation in the
State of Maryland is 4405 East-West Highway, Bethesda, Maryland 20814. The name
of the resident agent of the Corporation in the State of Maryland is Charles
Allmon, a citizen and resident of the State of Maryland. The post office address
of the resident agent is 4405 East-West Highway, Bethesda, Maryland 20814.
ARTICLE V
0
CAPITAL STOCK
(1) The total number of shares of capital stock that the Corporation shall
have authority to issue is twenty million (20,000,000) shares, of the par value
of ten cents ($.10) per share and of the aggregate par value of two million
dollars ($2,000,000), all of which twenty million (20,000,000) shares are
designated Common Stock.
(2) The Corporation may issue fractional shares. Any fractional share shall
carry proportionately the rights of a whole share including, without limitation,
the right to vote and the right to receive dividends. A fractional shares shall
not, however, have the right to receive a certificate evidencing it.
(3) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of these Articles of Incorporation and the
By-Laws of the Corporation.
(4) No holder of stock of the Corporation by virtue of being such a holder
shall have any right to purchase or subscribe for any shares of the
Corporation's capital stock or any other security that the Corporation may issue
or sell (whether out of the number of shares authorized by these Articles of
Incorporation or out of any shares of the Corporation's capital stock that the
Corporation may acquire) other than a right that the Board of Directors in its
discretion may determine to grant.
(5) The Board of Directors shall have authority by resolution to classify
and reclassify any authorized but unissued shares of capital stock from time to
time by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms or conditions or redemption of the capital
stock.
(6) Notwithstanding any provision of law requiring any action to be taken
or authorized by the affirmative vote of the holders of a designated proportion
of the votes of all classes or of any class of stock of the Corporation, such
action shall be effective and valid if taken or authorized by the affirmative
vote of a majority of the total number of votes entitled to be cast thereon,
except as otherwise provided in these Articles of Incorporation.
ARTICLE VI
BOARD OF DIRECTORS
(1) The number of directors constituting the Board of Directors shall be no
less than three (3) nor more than nine (9). This number may be changed pursuant
to the By-Laws of the Corporation, but shall at no time be less than the minimum
number required under the Maryland General Corporation Law. The names of the
directors who shall act until the first annual meeting of shareholders or until
their successors are duly chosen and qualified are:
Charles Allmon;
Thomas McIntyre; and
Ingrid Hendershot.
(2) In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Maryland, the Board of Directors is expressly authorized:
(i) To make, alter or repeal the By-Laws of the Corporation, except
where such power is reserved by the By-Laws to the stockholders, and except as
otherwise required by the Investment Company Act of 1940.
(ii) From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the books and
accounts of the Corporation, or any of them other than the stock ledger, shall
be open to the inspection of the stockholders. No stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Board of Directors or of the
stockholders.
(iii) Without the assent or vote of the stockholders, to authorize the
issuance from time to time of shares of the stock of any class of the
Corporation, whether now or hereafter authorized, and securities convertible
into shares of stock of the Corporation of any class or classes, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable.
(iv) Without the assent or vote of the stockholders, to authorize and
issue obligations of the Corporation, secured and unsecured, as the Board of
Directors may determine, and to authorize and cause to be executed mortgages and
liens upon the real or personal property of the Corporation.
(v) Notwithstanding anything in these Articles of Incorporation to the
contrary, to establish in its absolute discretion the basis or method for
determining the value of the assets belonging to any class, the value of the
liabilities belonging to any class and the net asset value of each share of any
class of the Corporation's stock.
(vi) To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits, earnings, surplus or net
assets in excess of capital, and to determine what accounting periods shall be
used by the Corporation for any purpose; to set apart out of any funds of the
Corporation reserves for such purposes as it shall determine and to abolish the
same; to declare and pay any dividends and distributions in cash, securities or
other property from surplus or any funds legally available therefor, at such
intervals as it shall determine; to declare dividends or distributions by means
of a formula or other method of determination, at meetings held less frequently
than the frequency of the effectiveness of such declarations; to establish
payment dates for dividends or any other distributions on any basis, including
dates occurring less frequently than the effectiveness of declarations thereof;
and to provide for the payment of declared dividends on a date earlier or later
than the specified payment date in the case of stockholders of the Corporation
redeeming their entire ownership of shares of any class of the Corporation.
(vii) In addition to the powers and authorities granted herein and by
statute expressly conferred upon it, the Board of Directors is authorized to
exercise all powers and do all acts that may be exercised or done by the
Corporation pursuant to the provisions of the laws of the State of Maryland,
these Articles of Incorporation and the By-Laws of the Corporation.
(3) Any determination made in good faith, and in accordance with accepted
accounting practices, if applicable, by or pursuant to the direction of the
Board of Directors, with respect to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which the reserves or
charges have been created has been paid or discharged or is then or thereafter
required to be paid or discharged), as to the value of any security owned by the
Corporation, the determination of the net asset value of shares of any class of
the Corporation's capital stock, or as to any other matters relating to the
issuance, sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors whether any transaction constitutes
a purchase of securities on "margin," a sale of securities "short," or an
underwriting of the sale of, or a participation in any underwriting or selling
group in connection with the public distribution of, any securities, shall be
final and conclusive, and shall be binding upon the Corporation and all holders
of its capital stock, past, present and future, and shares of the capital stock
of the Corporation are issued and sold on the condition and understanding,
evidenced by the purchase of shares of capital stock or acceptance of share
certificates, that any and all such determinations shall be binding as
aforesaid. No provision of these Articles of Incorporation of the Corporation
shall be effective to (i) require a waiver of compliance with any provision of
the Securities Act of 1933, as amended, or the Investment Company Act of 1940,
or of any valid rule, regulation or order of the Securities and Exchange
Commission under those Acts or (ii) protect or purport to protect any director
or officer of the Corporation against any liability to the Corporation or its
security holders to which he 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 office.
ARTICLE VII
CHANGE OF STRUCTURE
Notwithstanding any other provision of these Articles of Incorporation, the
conversion of the Corporation from a "closed-end company" to an "open-end
company," as those terms are defined in Sections 5(a)(2) and 5(a)(1),
respectively, of the Investment Company Act of 1940 as in effect on December 1,
1985, shall require the affirmative vote or consent of the holders of sixty-six
and two-thirds percent (66 2/3%) of the outstanding shares of each class of
stock of the Corporation normally entitled to vote in elections of directors
voting for the purposes of this Article as separate classes. Such affirmative
vote or consent shall be in addition to the vote or consent of the holders of
the stock of the Corporation otherwise required by law or by the terms of any
class or series of preferred stock, whether now or hereafter authorized, or any
agreement between the Corporation and any national securities exchange.
ARTICLE VIII
CERTAIN TRANSACTIONS
(1) Notwithstanding any other provision of these Articles of
Incorporation, and subject to the exceptions provided in Paragraph (4) of this
Article, the types of transactions described in Paragraph (3) of this Article
shall require the affirmative vote or consent of the holders of sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of each class of stock of
the Corporation normally entitled to vote in elections of directors voting for
the purposes of this Article as separate classes, when a Principal Shareholder
(as defined in Paragraph (2) of this Article) is a party to the transaction.
Such affirmative vote or consent shall be in addition to the vote or consent of
the holders of the stock of the Corporation otherwise required by law or by the
terms of any class or series of preferred stock, whether now or hereafter
authorized, or any agreement between the Corporation and any national securities
exchange.
(2) The term "Principal Shareholder" shall mean any corporation, person
or other entity which is the beneficial owner, directly or indirectly, of more
than five percent (5%) of the outstanding shares of any class of stock of the
Corporation and shall include any affiliate or associate, as such terms are
defined in clause (i) below, of a Principal Shareholder. For the purposes of
this Article, in addition to the shares of stock which a corporation, person or
other entity beneficially owns directly, (a) any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of stock of the
Corporation (i) which it has the right to acquire pursuant to any agreement or
upon exercise of conversion rights or warrants, or otherwise (but excluding
stock options granted by the Corporation) or (ii) which are beneficially owned,
directly or indirectly (including shares deemed owned through application of
clause (i) above), by any other corporation, person or entity with which it or
its "affiliate" or "associate" (as defined below) has any agreement ,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of stock of the Corporation, or which is its "affiliate", or
"associate" as those terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect on December
1, 1985, and (b) the outstanding shares of any class of stock of the Corporation
shall include shares deemed owned through application of clauses (i) and (ii)
above but shall not include any other shares which may be issuable pursuant to
any agreement, or upon exercise of conversion rights or warrants, or otherwise.
(3) This Article shall apply to the following transactions:
(i) The merger or consolidation of the Corporation or any subsidiary
of the Corporation with or into any Principal Shareholder.
(ii) The issuance of any securities of the Corporation to any
Principal Shareholder for cash.
(iii)The sale, lease or exchange of all or any substantial part of the
assets of the Corporation to any Principal Shareholder (except
assets having an aggregate fair market value of less than
$1,000,000, aggregating for the purpose of such computation all
assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).
(iv) The sale, lease or exchange to the Corporation or any subsidiary
thereof, in exchange for securities of the Corporation, of any
assets of any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating
for the purposes of such computation all assets sold, leased or
exchanged in any series of similar transactions within a
twelve-month period).
(4) The provisions of this Article shall not be applicable to (i) any
of the transactions described in Paragraph (3) of this Article if the Board of
Directors of the Corporation shall by resolution have approved a memorandum of
understanding with such Principal Shareholder with respect to and substantially
consistent with such transaction, or (ii) any such transaction with any
corporation of which a majority of the outstanding shares of all classes of
stock normally entitled to vote in elections of directors is owned of record or
beneficially by the Corporation and its subsidiaries.
(5) The Board of Directors shall have the power and duty to determine
for the purposes of this Article on the basis of information known to the
Corporation, whether (i) a corporation, person or entity beneficially owns more
than five percent (5%) of the outstanding shares of any class of stock of the
Corporation, (ii) a corporation, person, or entity beneficially owns more than
five percent (5%) of the outstanding shares of any class of stock of the
Corporation, (ii) a corporation, person or entity is an "affiliate" or
"associate" (as defined above) of another, (iii) the assets being acquired or
leased to or by the Corporation, or any subsidiary thereof, constitute a
substantial part of the assets of the Corporation and have an aggregate fair
market value of less than $1,000,000, and (iv) the memorandum of understanding
referred to in Paragraph (4) hereof is substantially consistent with the
transaction covered thereby. Any such determination shall be conclusive and
binding for all purposes of this Article.
ARTICLE IX
AMENDMENTS
(1) The Corporation reserves the right from time to time to make any
amendment to its Articles of Incorporation, now or hereafter authorized by law,
including any amendment that alters the contract rights, as expressly set forth
in its Articles of Incorporation, of any outstanding stock.
(2) Notwithstanding Paragraph (1) of this Article or any other
provision of these Articles of Incorporation, no amendment to these Articles of
Incorporation of the Corporation shall amend, alter, change or repeal any of the
provisions of Articles VII, VIII, and IX unless the amendment effecting such
amendment, alteration, change or repeal shall receive the affirmative vote or
consent of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares
of each class of stock of the Corporation normally entitled to vote in elections
of directors, voting for the purposes of this Article as separate classes. Such
affirmative vote or consent shall be in addition to the vote or consent of the
holders of the stock of the Corporation otherwise required by law or by the
terms of any class or series of preferred stock, whether now or hereafter
authorized, or any agreement between the Corporation and any national securities
exchange.
IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signed are my act.
Dated the 16th day of December, 1985.
\s\ John W. Scheflen
--------------------------------------
John W. Scheflen Incorporator
CONSENT TO USE OF NAME
GROWTH STOCK OUTLOOK, INC., a corporation organized under the laws of the
State of Maryland, hereby consents to the organization of Growth Stock Outlook
Trust, Inc.
in the State of Maryland.
IN WITNESS WHEREOF, said GROWTH STOCK OUTLOOK, INC.
has caused this consent to be executed by its President
and attested under its corporate seal by its Secretary,
this 13th day of December 1985.
GROWTH STOCK OUTLOOK, INC.
By:
Charles Allmon
President
Attest:
Secretary
(SEAL)
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