EX-99.23.A.6 4 e01529exv99w23waw6.htm EX-99.23.A.6 EX-99.23.A.6
Exhibit 23(a)(6)
DAVIS SERIES, INC.
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION PURSUANT
TO SECTIONS 2-208 AND 2-208.1 OF THE MARYLAND
GENERAL CORPORATION LAW
Davis Series, Inc., a Maryland corporation, having its principal office in Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company with the Securities and Exchange Commission pursuant to the Investment Company Act of 1940.
SECOND: Prior to the designation and reclassification of stock, the corporation had a total of 10,000,000,000 shares, $.01 par value per share, which shares were classified according to the following table. The aggregate par value of all of the common stock was $100,000,000, of which $78,500,000 was classified and $21,500,000 was unclassified.
         
Class of Shares   Authorized Number of Shares
Davis Opportunity Fund Class A shares
    200,000,000  
Davis Opportunity Fund Class B shares
    200,000,000  
Davis Opportunity Fund Class C shares
    50,000,000  
Davis Opportunity Fund Class Y shares
    100,000,000  
 
       
Davis Financial Fund Class A shares
    200,000,000  
Davis Financial Fund Class B shares
    200,000,000  
Davis Financial Fund Class C shares
    50,000,000  
Davis Financial Fund Class Y shares
    100,000,000  
 
       
Davis Real Estate Fund Class A shares
    200,000,000  
Davis Real Estate Fund Class B shares
    200,000,000  
Davis Real Estate Fund Class C shares
    50,000,000  
Davis Real Estate Fund Class Y shares
    100,000,000  

 


 

         
Class of Shares   Authorized Number of Shares
Davis Appreciation & Income Fund Class A shares
    200,000,000  
Davis Appreciation & Income Fund Class B shares
    200,000,000  
Davis Appreciation & Income Fund Class C shares
    50,000,000  
Davis Appreciation & Income Fund Class Y shares
    100,000,000  
Davis Government Bond Fund Class A shares
    200,000,000  
Davis Government Bond Fund Class B shares
    200,000,000  
Davis Government Bond Fund Class C shares
    50,000,000  
Davis Government Bond Fund Class Y shares
    100,000,000  
 
       
Davis Government Money Market Fund Class A shares
    3,000,000,000  
Davis Government Money Market Fund Class B shares
    500,000,000  
Davis Government Money Market Fund Class C shares
    500,000,000  
Davis Government Money Market Fund Class Y shares
    100,000,000  
Davis Government Money Market Fund Undesignated shares
    1,000,000,000  
 
       
Total Classified shares
    7,850,000,000  
Total Unclassified shares
    2,150,000,000  
Total Authorized Shares
    10,000,000,000  

2


 

THIRD: The Articles of Incorporation are hereby supplemented by designating out of the 1,000,000,000 undesignated shares of Davis Government Money Market Fund common stock: (i) an additional 100,000,000 shares of Davis Government Money Market Fund Class Y common stock; and (ii) 900,000,000 unclassified shares of common stock; leaving no shares of undesignated             shares of Davis Government Money Market Fund common stock.
FOURTH: The Class A Common Stock, Class B Common Stock, Class C Common Stock, and Class Y Common Stock Common Stock of each Fund shall continue to represent an investment in the same pool of assets with respect to each such Fund and shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption except as set forth in the Articles of Incorporation of the Corporation and as set forth below:
  (i)   Expenses related to the distribution of each class of stock and such other expenses as may be permitted by rule or order of the Securities and Exchange Commission and as the Board of Directors shall deem appropriate shall be borne solely by each class, and the bearing of such expenses shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends, distribution and liquidation rights of the stock of such Class;
 
  (ii)   The Class A Common Stock may be subject to a front-end load and a Rule 12b-1 distribution fee as determined by the Board of Directors from time to time prior to issuance of such stock and, in addition, Class A Common Stock may also be subject to a contingent deferred sales charge, as determined by the Board of Directors from time to time prior to issuance of such stock;
 
  (iii)   The Class B Common Stock may be sold without a front-end sales load and may be subject to a contingent deferred sales charge and a Rule 12b-1 distribution fee as determined by the Board of Directors from time to

3


 

      time prior to issuance of such stock and shall be converted to Class A Common Stock at the end of seven (7) years after purchase or such earlier period as determined by the Board of Directors including giving effect to reciprocal exchange privileges;
  (iv)   The Class C Common Stock may be sold without a front-end sales load and may be subject to a contingent deferred sales charge and to a Rule 12b-1 distribution fee as determined by the Board of Directors from time to time prior to issuance of such stock;
 
  (v)   The Class Y Common Stock may be sold without a front-end sales load or contingent deferred sales charge and without a Rule 12b-1 distribution fee;
 
  (vi)   Each class shall vote separately on matters pertaining only to that class, as the Board of Directors shall from time to time determine; and
 
  (vii)   Nothing herein shall prohibit the imposition of a redemption fee or exchange fee upon any Class as may be determined by the Board of Directors from time to time.
FIFTH: Immediately following the, designation and reclassification of stock, the corporation had a total of 10,000,000,000 shares, $.01 par value per share, which shares were classified according to the following table. The aggregate par value of all of the common stock was $100,000,000, of which $69,500,000 was classified and $30,050,000 was unclassified.
         
Class of Shares   Authorized Number of Shares
Davis Opportunity Fund Class A shares
    200,000,000  
Davis Opportunity Fund Class B shares
    200,000,000  
Davis Opportunity Fund Class C shares
    50,000,000  
Davis Opportunity Fund Class Y shares
    100,000,000  
 
       
Davis Financial Fund Class A shares
    200,000,000  

4


 

         
Class of Shares   Authorized Number of Shares
Davis Financial Fund Class B shares
    200,000,000  
Davis Financial Fund Class C shares
    50,000,000  
Davis Financial Fund Class Y shares
    100,000,000  
 
       
Davis Real Estate Fund Class A shares
    200,000,000  
Davis Real Estate Fund Class B shares
    200,000,000  
Davis Real Estate Fund Class C shares
    50,000,000  
Davis Real Estate Fund Class Y shares
    100,000,000  
 
       
Davis Appreciation & Income Fund Class A shares
    200,000,000  
Davis Appreciation & Income Fund Class B shares
    200,000,000  
Davis Appreciation & Income Fund Class C shares
    50,000,000  
Davis Appreciation & Income Fund Class Y shares
    100,000,000  
 
       
Davis Government Bond Fund Class A shares
    200,000,000  
Davis Government Bond Fund Class B shares
    200,000,000  
Davis Government Bond Fund Class C shares
    50,000,000  
Davis Government Bond Fund Class Y shares
    100,000,000  
 
       
Davis Government Money Market Fund Class A shares
    3,000,000,000  
Davis Government Money Market Fund Class B shares
    500,000,000  
Davis Government Money Market Fund Class C shares
    500,000,000  
Davis Government Money Market Fund Class Y shares
    200,000,000  
 
       
Total Classified shares
    6,950,000,000  

5


 

         
Class of Shares   Authorized Number of Shares
Total Unclassified shares
    3,050,000,000  
 
       
Total Authorized Shares
    10,000,000,000  
SIXTH: The stock of the Corporation has been designated and classified by the Board of Directors of the Corporation in accordance with and pursuant to Articles FIFTH, Section (b) of the Articles of Incorporation of the Corporation.
SEVENTH: The Board of Directors duly adopted a resolution, in accordance with Section 2-105(c) of the Maryland General Corporation Law, decreasing or increasing the number of shares of stock of certain classes that the corporation has authority to issue, as reflected in these Articles Supplementary.
     IN WITNESS WHEREOF, Davis Series, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary on September 16, 2008.
         
  DAVIS SERIES, INC.
 
 
  By:   -s- Douglas Haines    
    Douglas Haines, Vice President   
       
 
ATTEST:
     
-s- Thomas Tays
 
Thomas Tays, Secretary
   

6


 

     THE UNDERSIGNED, the Vice President of DAVIS SERIES, 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, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Charter to be the corporate act of said Corporation, and further certifies that, to the best of his or 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.
DATED: September 16, 2008
     
-s- Douglas Haines
 
Douglas Haines, Vice President
   

7