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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