Municipal Inflation Protected Fund, Inc., et al. – ‘N-2’ on 4/29/05 – EX-99.2A

On:  Friday, 4/29/05, at 4:36pm ET   ·   Accession #:  905148-5-2709   ·   File #s:  811-21762, 333-124480

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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     85    427K 
                          Company                                                
 2: EX-99.2A    Miscellaneous Exhibit                                  8     27K 
 3: EX-99.2B    Miscellaneous Exhibit                                 18     67K 

EX-99.2A   —   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.2A
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ARTICLES OF INCORPORATION 
OF  
MUNICIPAL INFLATION PROTECTED FUND, INC.  

  THE UNDERSIGNED, MICHAEL J BERG, whose post-office address is c/o Sidley
Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, being    
at least eighteen (18) years of age, does hereby act as incorporator, under     
and by virtue of the General Laws of the State of Maryland authorizing the      
formation of corporations and with the intention of forming a corporation.      

ARTICLE I.  

NAME  
----  

 The name of the corporation is MUNICIPAL INFLATION PROTECTED FUND, INC.
(the "Corporation").                                                            

ARTICLE II. 

PURPOSES AND POWERS 
------------------- 

  The purpose or purposes for which the Corporation is formed is to act as
a closed-end, management investment company under the federal Investment        
Company Act of 1940, as amended, and in effect from time to time (the           
"Investment Company Act"), and to exercise and 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 III.  

PRINCIPAL OFFICE AND RESIDENT AGENT 
----------------------------------- 

   The post-office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard   
Street, Baltimore, Maryland 21202. The name of the resident agent of the        
Corporation in this State is The Corporation Trust Incorporated, a corporation  
of this State, and the post-office address of the resident agent is The         
Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland    
21202.                                                                          

ARTICLE IV. 

CAPITAL STOCK 
------------- 

(1) The total number of shares of capital stock which the Corporation 
shall have authority to issue is 200,000,000 shares, all initially classified   
as one class called Common Stock, of the par value of Ten Cents ($0.10) per     
share, and of the aggregate par value of Twenty Million Dollars ($20,000,000).  

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(2) The Board of Directors may classify and reclassify any unissued   
shares of capital stock into one or more additional or other classes or series  
as may be established from time to time by setting or changing in any one or    
more respects the designations, preferences, conversion or other rights,        
voting powers, restrictions, limitations as to dividends, qualifications or     
terms or conditions of redemption of such shares of stock and pursuant to such  
classification or reclassification to increase or decrease the number of        
authorized shares of any existing class or series provided, however, that the   
total amount of shares of all classes or series shall not exceed the total      
number of shares of capital stock authorized in the Charter.                    

(3) Unless otherwise expressly provided in the Charter of the         
Corporation, including any Articles Supplementary creating any class or series  
of capital stock, the holders of each class or series of capital stock shall    
be entitled to dividends and distributions in such amounts and at such times    
as may be determined by the Board of Directors, and the dividends and           
distributions paid with respect to the various classes or series of capital     
stock may vary among such classes and series.                                   

(4) Unless otherwise expressly provided in the Charter of the         
Corporation, including any Articles Supplementary creating any class or series  
of capital stock, on each matter submitted to a vote of stockholders, each      
holder of a share of capital stock of the Corporation shall be entitled to one  
vote for each share standing in such holder's name on the books of the          
Corporation, irrespective of the class or series thereof, and all shares of     
all classes and series shall vote together as a single class; provided,         
however, that as to any matter with respect to which a separate vote of any     
class or series is required by the Investment Company Act, or any rules,        
regulations or orders issued thereunder, or by the Maryland General             
Corporation Law, such requirement as to a separate vote by that class or        
series shall apply in lieu of a general vote of all classes and series as       
described above.                                                                

   (5) Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all classes or   
series of capital stock of the Corporation (or of any class or series entitled  
to vote thereon as a separate class or series) to take or authorize any         
action, the Corporation is hereby authorized (subject to the requirements of    
the Investment Company Act, and any rules, regulations and orders issued        
thereunder) to take such action upon the concurrence of a majority of the       
votes entitled to be cast by holders of capital stock of the Corporation (or a  
majority of the votes entitled to be cast by holders of a class or series as a  
separate class or series) unless a greater proportion is specified in the       
Charter.                                                                        

(6) Unless otherwise expressly provided in the Charter of the         
Corporation, including any Articles Supplementary creating any class or series  
of capital stock, in the event of any liquidation, dissolution or winding up    
of the Corporation, whether voluntary or involuntary, the holders of each       
class or series of capital stock of the Corporation shall be entitled, after    
payment or provision for payment of the debts and other liabilities of the      
Corporation, to share ratably in the remaining net assets of the Corporation.   

 (7) Any fractional shares shall carry proportionately all of the rights
of a whole share, excepting any right to receive a certificate evidencing such  
fractional share, but including, without limitation, the right to vote and the  
right to receive dividends.                                                     

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  (8) The presence in person or by proxy of the holders of shares entitled
to cast one-third of the votes entitled to be cast shall constitute a quorum    
at any meeting of stockholders, except with respect to any matter which         
requires approval by a separate vote of one or more classes or series of        
stock, in which case the presence in person or by proxy of the holders of       
shares entitled to cast one-third of the votes entitled to be cast by each      
class or series entitled to vote as a separate class shall constitute a         
quorum.                                                                         

  (9) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of the Charter and the By-Laws of the        
Corporation. As used in the Charter of the Corporation, the terms "Charter"     
and "Articles of Incorporation" shall mean and include the Articles of          
Incorporation of the Corporation as amended, supplemented and restated from     
time to time by Articles of Amendment, Articles Supplementary, Articles of      
Restatement or otherwise.                                                       

  (10) Upon the approval of a majority of the entire Board of Directors of
the Corporation, the Board of Directors of the Corporation may amend the        
Charter to increase or decrease the aggregate number of shares of stock of the  
Corporation or the number of shares of stock of any class the Corporation has   
authority to issue without any action by the holders of the capital stock of    
the Corporation.                                                                

ARTICLE V.  

PROVISIONS FOR DEFINING, LIMITING AND 
REGULATING CERTAIN POWERS OF THE CORPORATION  
AND OF THE DIRECTORS AND STOCKHOLDERS   
--------------------------------------------  

(1) The initial number of directors of the Corporation shall be three 
(3), which number may be increased or decreased pursuant to the By-Laws of the  
Corporation but shall never be less than the minimum number permitted by the    
General Laws of the State of Maryland. The names of the directors who shall     
act until the first annual meeting or until their successors are duly elected   
and qualify are:                                                                

Bradley J. Lucido 
Alice A. Pellegrino 
Brian D. Stewart  

(2) The Board of Directors of the Corporation is hereby empowered to  
authorize the issuance from time to time of shares of capital stock of any      
class or series, whether now or hereafter authorized, for such consideration    
as the Board of Directors may deem advisable, without any action by the         
stockholders, subject to such limitations as may be set forth in these          
Articles of Incorporation or in the By-Laws of the Corporation or in the        
General Laws of the State of Maryland.                                          

   (3) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the       
Corporation or any other security of the Corporation which it may issue or      
sell (whether out of the number of shares authorized by these Articles of       
Incorporation, or out of any shares of the capital stock of the Corporation     

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acquired by it after the issue thereof, or otherwise) other than such right,    
if any, as the Board of Directors, in its discretion, may determine.            

(4) Each director and each officer of the Corporation shall be        
indemnified and advanced expenses by the Corporation to the full extent         
permitted by the General Laws of the State of Maryland now or hereafter in      
force, including the advance of expenses under the procedures and to the full   
extent permitted by law subject to the requirements of the Investment Company   
Act. The foregoing rights of indemnification shall not be exclusive of any      
other rights to which those seeking indemnification may be entitled. No         
amendment of these Articles of Incorporation or repeal of any provision hereof  
shall limit or eliminate the benefits provided to directors and officers under  
this provision in connection with any act or omission that occurred prior to    
such amendment or repeal.                                                       

 (5) To the fullest extent permitted by the General Laws of the State of
Maryland or decisional law, as amended or interpreted, subject to the           
requirements of the Investment Company Act, no director or officer of the       
Corporation shall be personally liable to the Corporation or its security       
holders for money damages. No amendment of these Articles of Incorporation or   
repeal of any provision hereof shall limit or eliminate the benefits provided   
to directors and officers under this provision in connection with any act or    
omission that occurred prior to such amendment or repeal.                       

(6) The Board of Directors of the Corporation is vested with the sole 
power, to the exclusion of the stockholders, to make, alter or repeal from      
time to time any of the By-Laws of the Corporation except any particular        
By-Law which is specified as not subject to alteration or repeal by the Board   
of Directors, subject to the requirements of the Investment Company Act.        

(7) A director elected by the holders of capital stock may be removed 
(with or without cause), but only by action taken by the holders of at least    
sixty-six and two-thirds percent (66 2/3%) of the shares of capital stock then  
entitled to vote in an election to fill that directorship.                      

  (8) The enumeration and definition of the particular powers of the Board
of Directors included in the Charter shall in no way be limited or restricted   
by reference to or inference from the terms of any other clause of this or any  
other Article of the Charter of the Corporation, or construed as or deemed by   
inference or otherwise in any manner to exclude or limit any powers conferred   
upon the Board of Directors under the General Laws of the State of Maryland     
now or hereinafter in force.                                                    

   (9) The Board of Directors of the Corporation, in considering a potential
acquisition of control of the Corporation, may consider the effect of the       
potential acquisition of control on: (i) holders of the capital stock of the    
Corporation, (ii) employees, suppliers, customers and creditors of the          
Corporation, and (iii) communities in which offices or other establishments of  
the Corporation are located.                                                    

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ARTICLE VI. 

DENIAL OF PREEMPTIVE RIGHTS 
--------------------------- 

 No stockholder of the Corporation shall by reason of his holding shares
of capital stock have any preemptive or preferential right to purchase or       
subscribe to any shares of capital stock of the Corporation, now or hereafter   
to be authorized, or any notes, debentures, bonds or other securities           
convertible into shares of capital stock, now or hereafter to be authorized,    
whether or not the issuance of any such shares, or notes, debentures, bonds or  
other securities would adversely affect the dividend or voting rights of such   
stockholder; except that the Board of Directors, in its discretion, may issue   
shares of any class of the Corporation, or any notes, debentures, bonds, other  
securities convertible into shares of any class, either in whole or in part,    
to the existing stockholders or holders of any class, series or type of stock   
or other securities at the time outstanding to the exclusion of any or all of   
the holders of any or all of the classes, series or types of stock or other     
securities at the time outstanding.                                             

ARTICLE VII.  

DETERMINATION BINDING 
--------------------- 

  Any determination made in good faith and consistent with applicable law,
so far as accounting matters are involved, in accordance with accepted          
accounting practice by or pursuant to the direction of the Board of Directors,  
as 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 such reserves or as to the use,           
alteration or cancellation of any reserves or charges shall have been created,  
shall have been paid or discharged or shall be then or thereafter required to   
be paid or discharged), as to the price of any security owned by the            
Corporation 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 as to whether any transaction constitutes  
a purchase of securities on "margin," a sale of securities "short," or an       
underwriting or 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 in this Charter shall be effective to     
(a) require a waiver of compliance with any provision of the Securities Act of  
1933, as amended, or the Investment Company Act, or of any valid rule,          
regulation or order of the Securities and Exchange Commission thereunder or     
(b) 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.                                                                         

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ARTICLE VIII. 

PRIVATE PROPERTY OF STOCKHOLDERS  
--------------------------------  

  The private property of stockholders shall not be subject to the payment
of corporate debts to any extent whatsoever.                                    

ARTICLE IX. 

CONVERSION TO OPEN-END COMPANY  
------------------------------  

 Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least  
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of         
capital stock of the Corporation entitled to be voted on the matter shall be    
required to approve, adopt or authorize an amendment to these Articles of       
Incorporation of the Corporation that makes the Common Stock a "redeemable      
security" (as that term is defined in section 2(a)(32) of the Investment        
Company Act) unless such action has previously been approved, adopted or        
authorized by the affirmative vote of at least two-thirds of the total number   
of directors fixed in accordance with the By-Laws of the Corporation, in which  
case the affirmative vote of the holders of a majority of the outstanding       
shares of capital stock of the Corporation entitled to vote thereon shall be    
required.                                                                       

ARTICLE X.  

MERGER, SALE OF ASSETS, LIQUIDATION 
----------------------------------- 

 Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least  
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of         
capital stock of the Corporation entitled to be voted on the matter shall be    
required to approve, adopt or authorize (i) a merger or consolidation or        
statutory share exchange of the Corporation with any other corporation, (ii) a  
sale of all or substantially all of the assets of the Corporation (other than   
in the regular course of its investment activities), or (iii) a liquidation or  
dissolution of the Corporation, unless such action has previously been          
approved, adopted or authorized by the affirmative vote of at least two-thirds  
of the total number of directors fixed in accordance with the By-Laws of the    
Corporation, in which case the affirmative vote of the holders of a majority    
of the outstanding shares of capital stock of the Corporation entitled to vote  
thereon shall be required.                                                      

ARTICLE XI. 

PERPETUAL EXISTENCE 
------------------- 

The duration of the Corporation shall be perpetual.                   

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ARTICLE XII.  

AMENDMENT 
--------- 

  The Corporation reserves the right to amend, alter, change or repeal any
provision contained in its Charter, in any manner now or hereafter prescribed   
by statute, including any amendment which alters the contract rights, as        
expressly set forth in the Charter, of any outstanding stock and substantially  
adversely affects the stockholders' rights, and all rights conferred upon       
stockholders herein are granted subject to this reservation. Notwithstanding    
any other provisions of these Articles of Incorporation or the By-Laws of the   
Corporation (and notwithstanding the fact that a lesser percentage may be       
specified by law, these Articles of Incorporation or the By-Laws of the         
Corporation), the amendment or repeal of Section (5) of Article IV, Section     
(1), Section (4), Section (5), Section (6) and Section (7) of Article V,        
Article VIII, Article IX, Article X, Article XI or this Article XII, of these   
Articles of Incorporation shall require the affirmative vote of the holders of  
at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares   
of capital stock of the Corporation entitled to be voted on the matter.         

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 IN WITNESS WHEREOF, the undersigned incorporator of MUNICIPAL INFLATION
PROTECTED FUND, INC., hereby executes the foregoing Articles of Incorporation   
and acknowledges the same to be her act.                                        

Dated this 20th day of April, 2005                                              

                              ______________________________________
                             Michael J. Berg

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