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Landis Taylor & Scoll Counselors at Law James M. Landis Telford Taylor David E. Scoll George J. Solomon Kenneth Simon 400 Madison Avenue New York 17, N.Y. Murray Hill 8-8990 Cable Address: Lantalaw September 7, 1954. Mr. Michael A Gitt, 94 Kings Point Road, Kings Point, Long Island, N.Y. Dear Mr. Gitt: There is enclosed a draft of a proposed Certificate of Incorporation for the Mutual Fund. I wish you would look it over and let me have your thoughts on it. I wish you would look particularly at Article TWELFTH which contains proposed restrictions on transfer of stock. If you think these are too restrictive or too broad, I would like to have your suggestions. I have not drafted the by-laws since this is fairly standard, i.e., defining the powers of the various officers of the corporation, time for meetings, etc., etc. In the by-laws we may also provide general rules with respect to the investment of moneys and the persons to whom the stock may be issue and as what price. I have not as yet been over this draft with Mr. Landis, but I have talked to him generally about it. If he makes any suggestions, I shall pass them on to you. Sincerely yours, George J Solomon George J. Solomon GJS: bp Enclosure