from 485APOS
1 page
<page> Rcm Capital Funds, Inc. Articles of Amendment Rcm Capital Funds, Inc., a Maryland Corporation, Having Its Principal Office in the State of Maryland in Baltimore City (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, as of the Effective Time of These Articles of Amendment to Reduce the Par Value of the Shares of the Corporation's Capital Stock From $0.10 Per Share to $0.0001 Per Share, By: (A) Amending the Clause "Par Value $0.10 Per Share" in Article Fifth Paragraph 1.(a) and "Par Value of $.10 Per Share" in Article Fifth Paragraph 1.(b) of the Corporation's Articles of Amendment and Restatement to Read "Par Value $.0001 Per Share". (B) Striking Out Article Fifth 1.(c) of the Articles of Amendment and Restatement and Inserting in Lieu Thereof the Following: 1.(c) the Aggregate Par Value of All Shares Having a Par Value Is $2,500. Second: The Amendments to the Charter of the Corporation as Set Forth Above Have Been Duly Advised by the Board of Directors and Approved by the Stockholders of the Corporation by the Vote Required by Law. <page> in Witness Whereof, Rcm Capital Funds, Inc. Has Caused These Articles of Amendment to Be Executed by Its President and Witnessed by Its Secretary on This Day of June, 1996. the President of the Corporation Who Signed These Articles of Amendment Acknowledges Them to Be the Act of the Corporation and States Under the Penalties of Perjury That, to the Best of His Knowledge, Information and Belief, the Matters and Facts Set Forth Herein Relating to Authorization and Approval Hereof Are True in All Material Respects. Rcm Capital Funds, Inc. By: William L. Price, President Witness: - Timothy B. Parker, Secretary
