EX-99.B(A3) 4 a2058236zex-99_ba3.txt EXHIBIT 99.B(A3) ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION OF PORTFOLIO PARTNERS, INC. Portfolio Partners, Inc., a Maryland corporation having its principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended. SECOND: The total number of shares of Capital Stock that the Corporation currently has authority to issue is one billion (1,000,000,000), with a par value of one-tenth of one cent ($.001) per share, and an aggregate par value of One Million Dollars ($1,000,000), five hundred million (500,000,000) of which shares are allocated and classified as follows:
TOTAL NUMBER OF NAME OF CLASS SHARES ALLOCATED ------------- ---------------- PPI MFS Emerging Equities Portfolio - Initial Class 100,000,000 PPI MFS Research Growth Portfolio - Initial Class 100,000,000 PPI MFS Capital Opportunities Portfolio - Initial Class 100,000,000 PPI Scudder International Growth Portfolio - Initial Class 100,000,000 PPI T. Rowe Price Growth Equity Portfolio - Initial Class 100,000,000 with five hundred million shares (500,000,000) being unclassified.
THIRD: The Board of Directors of the Corporation, at a meeting duly convened and held on August 8, 2001, adopted resolutions increasing the authorized capital of the Corporation by five billion (5,000,000,000) shares to six billion (6,000,000,000) shares, with a par value of one-tenth of one cent ($.001) per share, and an aggregate par value of Six Million Dollars ($6,000,000). The Board of Directors further reclassified all of the unissued shares of Capital Stock of the Corporation, as herein increased, such that three billion nine hundred million (3,900,000,000) shares of the authorized Capital Stock of the Corporation as increased is allocated and classified as follows:
Name of Class Shares Allocated ------------- ---------------- PPI MFS Emerging Equities Portfolio - Initial Class 100,000,000 PPI MFS Emerging Equities Portfolio - Adviser Class 100,000,000 PPI MFS Emerging Equities Portfolio - Service Class 100,000,000 PPI MFS Research Growth Portfolio - Initial Class 100,000,000 PPI MFS Research Growth Portfolio - Adviser Class 100,000,000 PPI MFS Research Growth Portfolio - Service Class 100,000,000 PPI MFS Capital Opportunities Portfolio - Initial Class 100,000,000 PPI MFS Capital Opportunities Portfolio - Adviser Class 100,000,000 PPI MFS Capital Opportunities Portfolio - Service Class 100,000,000 PPI Scudder International Growth Portfolio - Initial Class 100,000,000 PPI Scudder International Growth Portfolio - Adviser Class 100,000,000 PPI Scudder International Growth Portfolio - Service Class 100,000,000 PPI T. Rowe Price Growth Equity Portfolio - Initial Class 100,000,000 PPI T. Rowe Price Growth Equity Portfolio - Adviser Class 100,000,000 PPI T. Rowe Price Growth Equity Portfolio - Service Class 100,000,000 PPI Alger Aggressive Growth Portfolio - Initial Class 100,000,000 PPI Alger Aggressive Growth Portfolio - Adviser Class 100,000,000 PPI Alger Aggressive Growth Portfolio - Service Class 100,000,000 PPI Alger Growth Portfolio - Initial Class 100,000,000 PPI Alger Growth Portfolio - Adviser Class 100,000,000 PPI Alger Growth Portfolio - Service Class 100,000,000 PPI OpCap Balanced Value Portfolio - Initial Class 100,000,000 PPI OpCap Balanced Value Portfolio - Adviser Class 100,000,000 PPI OpCap Balanced Value Portfolio - Service Class 100,000,000 PPI Brinson Tactical Asset Allocation Portfolio - Initial Class 100,000,000 PPI Brinson Tactical Asset Allocation Portfolio - Adviser Class 100,000,000 PPI Brinson Tactical Asset Allocation Portfolio - Service Class 100,000,000 PPI DSI Enhanced Index Portfolio - Initial Class 100,000,000 PPI DSI Enhanced Index Portfolio - Adviser Class 100,000,000 PPI DSI Enhanced Index Portfolio - Service Class 100,000,000 PPI Goldman Sachs Capital Growth Portfolio - Initial Class 100,000,000 PPI Goldman Sachs Capital Growth Portfolio - Adviser Class 100,000,000 PPI Goldman Sachs Capital Growth Portfolio - Service Class 100,000,000 PPI Salomon Brothers Capital Portfolio - Initial Class 100,000,000 PPI Salomon Brothers Capital Portfolio - Adviser Class 100,000,000 PPI Salomon Brothers Capital Portfolio - Service Class 100,000,000 PPI Salomon Brothers Investors Value Portfolio - Initial Class 100,000,000 PPI Salomon Brothers Investors Value Portfolio - Adviser Class 100,000,000 PPI Salomon Brothers Investors Value Portfolio - Service Class 100,000,000 with two billion one hundred million (2,100,000,000) being unclassified.
FOURTH: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation is set forth in Article Sixth of the Corporation's Charter, and has not been changed by the Board of Directors of the Corporation. 2 The shares of PPI MFS Emerging Equities Portfolio - Initial Class, shares of the PPI MFS Emerging Equities Portfolio - Adviser Class and shares of the PPI MFS Emerging Equities Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI MFS Research Growth Portfolio - Initial Class, shares of the PPI MFS Research Growth Portfolio - Adviser Class and shares of the PPI MFS Research Growth Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI MFS Capital Opportunities Portfolio - Initial Class, shares of the PPI MFS Capital Opportunities Portfolio - Adviser Class and shares of the PPI MFS Capital Opportunities Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Scudder International Growth Portfolio - Initial Class, shares of the PPI Scudder International Growth Portfolio - Adviser Class and shares of the PPI Scudder International Growth Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI T. Rowe Price Growth Equity Portfolio - Initial Class, shares of the PPI T. Rowe Price Growth Equity Portfolio - Adviser Class and shares of the PPI T. Rowe Price Growth Equity Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Alger Aggressive Growth Portfolio - Initial Class, shares of the PPI Alger Aggressive Growth Portfolio - Adviser Class and shares of the PPI Alger Aggressive Growth Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Alger Growth Portfolio - Initial Class, shares of the PPI Alger Growth Portfolio - Adviser Class and shares of the PPI Alger Growth Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI OpCap Balanced Value Portfolio - Initial Class, shares of the PPI OpCap Balanced Value Portfolio - Adviser Class and shares of the PPI OpCap Balanced Value Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Brinson Tactical Asset Allocation Portfolio - Initial Class, shares of the PPI Brinson Tactical Asset Allocation Portfolio - Adviser Class and shares of the PPI Brinson Tactical Asset Allocation Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI DSI Enhanced Index Portfolio - Initial Class, shares of the PPI DSI Enhanced Index Portfolio - Adviser Class and shares of the PPI DSI Enhanced Index Portfolio - Service Class shall be invested in a common investment portfolio. 3 The shares of PPI Goldman Sachs Capital Growth Portfolio - Initial Class, shares of the PPI Goldman Sachs Capital Growth Portfolio - Adviser Class and shares of the PPI Goldman Capital Sachs Growth Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Salomon Brothers Capital Portfolio - Initial Class, shares of the PPI Salomon Brothers Capital Portfolio - Adviser Class and shares of the PPI Salomon Brothers Capital Portfolio - Service Class shall be invested in a common investment portfolio. The shares of PPI Salomon Brothers Investors Value Portfolio - Initial Class, shares of the PPI Salomon Brothers Investors Value Portfolio - Adviser Class and shares of the PPI Salomon Brothers Investors Value Portfolio - Service Class shall be invested in a common investment portfolio. FIFTH: The total number of shares of stock that the Corporation has authority to issue has been increased by the Board of Directors in accordance with Section 2-105(c) of the Maryland General Corporation Law. The shares of the Corporation have been classified and reclassified by the Board of Directors as set forth herein pursuant to authority contained in the Corporation's Articles of Incorporation. IN WITNESS WHEREOF, Portfolio Partners, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary as of the _______ day of _______________, 2001. WITNESS: PORTFOLIO PARTNERS, INC. Susan C. Mosher Laurie M. Tillinghast ---------------------- --------------------- Name: Susan C. Mosher Name: Laurie M. Tillinghast Title: Secretary Title: President 4 CERTIFICATE THE UNDERSIGNED, President of Portfolio Partners, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges that the foregoing Articles Supplementary are the act of the said Corporation and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. Laurie M. Tillinghast --------------------------- Name: Laurie M. Tillinghast Title: President 5